These terms and conditions (the “Terms”) set out the basis on which you will be permitted to use the site accessed via https://quay-financial.com (the “Site”) to access information about potential investment opportunities and invest funds in the companies registered on the Site (“Investee Companies”) in exchange for an equity stake in or a debt instrument issued by such Investee Companies.
References in these Terms to “you” and the “Investor Member” are references to you as the individual who has ticked the checkbox indicating your acceptance of these Terms and clicked the acceptance button on the Site.
By accepting these Terms (by clicking the acceptance button on the Site) you agree to bound by these Terms and all documents referred to herein. If you do not agree to these Terms and such documents referred to herein, you must not accept these Terms and you will not be permitted to invest any monies in Investee Companies through the Site.
1. INVESTOR MEMBERS
1.2 As an Investor Member of the Site you are permitted to view the information and documentation uploaded to the Site in relation to the Investee Companies (“Due Diligence Materials”). Subject to clause 1.3 below, you can view the Due Diligence Materials of any of the Investee Companies whilst such materials remain available on the Site.
1.3 UCAT Services Ltd does not verify and is not liable in respect of the accuracy of any of the Due Diligence Materials posted on the Site.
1.4 You may be required to accept the terms of a non-disclosure agreement with each relevant Investee Company prior to obtaining access to any of the Due Diligence Materials available in relation to a particular Investee Company. The non-disclosure agreement will be a legally binding agreement between you and the Investee Company. The provisions of such non-disclosure agreement are in addition to the confidentiality provisions set out in the Member Terms and Conditions at Membership Terms & Conditions .
1.5 Investor Members are required to complete a Certificate of High Net Worth, a Sophisticated Investor Certificate (Certified of Self Certified) completed no earlier than twelve months before submitting a offer (as defined below) and at intervals of no greater than twelve months thereafter whilst ever you remain an Investor Member.
1.6 We may contact you from time to time for clarification and confirmation of your investor categorisation by email, post, text or phone.
2. INVESTMENT PROCESS AND SUBSCRIPTION
2.1 An Investor Member is able to invest in an Investee Company (Investment) by following the instructions set out on the Site.
2.2 An Investment is made on the Site by confirming the amount you wish to invest in the Investee Company on the relevant Investee Company’s application page. In indicating that you wish to make an Investment, you accept and acknowledge that the information you provide, the stated amount that you wish to invest and these Terms shall form an application/subscription for share capital in the relevant Investee Company (“Application”). The Application shall constitute an offer by you to purchase the debt instruments in the Investee Company at the subscription price indicated on the relevant Investee Company’s application page. Once the Application has been submitted on the Site, the Investee Company may, at its absolute discretion, choose whether or not to accept your Investment. You will be notified by Quay Financial if your Investment has been accepted. If you do not receive notice of acceptance of your Investment, your Investment has not been accepted.
2.3 An Investment is only complete once you have made payment of the subscription amount set out in your Application (“Investment Funds”). UCAT Services Ltd will arrange for these Investment Funds to be transferred to the Investee Company (following the deduction of its fees, as agreed between the Investee Company and UCAT Services Ltd).
2.4 If your Investment is accepted by the Investee Company: the Application shall form a legally binding agreement between you and the Investee Company in respect of your Investment (“Subscription Agreement”) (for the avoidance of doubt UCAT Services Ltd shall not be a party to the Subscription Agreement); and you hereby authorise Quay Financial to release the Investment Funds (received from you) to the Investee Company (in accordance with clause 2.3).
2.5 If Investment Funds are not received by Quay Financial promptly following acceptance of your Application, this will be deemed a “Payment Default” and UCAT Services Ltd reserves the right to suspend your membership of the Site until further notice; terminate your membership of the Site with immediate effect; and/or permanently ban you from applying to be a Member of the Site.
2.6 In the event of a Payment Default, you shall be in breach of the Subscription Agreement and the Investee Company shall be entitled to pursue you for the Investment Funds owed to it thereunder.
2.7 Full details of the minimum and maximum amounts which you can offer to invest pursuant to a are set out on the Site in respect of the Investee Company.
2.8 By accepting these Terms, you confirm that you also accept and agree to be bound by the Rules in relation to all Investments that you make on the Site.
3. SUBSCRIPTION TERMS
3.1 You acknowledge and accept that if your Investment is accepted but the Investee Company receives applications for more shares than there are available to allot, the Investee Company may allocate you with a smaller number of shares than you applied for in the Application.
3.2 Any investment opportunity made available on the Site may only be accepted by persons ordinarily resident in the United Kingdom, save in circumstances referred to in paragraph 3.12(e). You must notify Quay Financial in the event you wish to make any Application from outside the United Kingdom. Where an Application appears to be made by a person not so resident, the directors of the relevant Investee Company (“Directors”) may request that you prove that you are entitled to apply under the laws of the country in which you are resident and if they are not satisfied, your Application may be rejected by the Directors.
3.3 The Investee Company may reject any Application. The Investee Company may also, at its absolute discretion, treat as valid any Application which does not fully comply with the conditions set out in the Application, these Terms and any other relevant terms set out on the Site.
3.4 The subscription list for the receipt of Applications will be closed at 5pm on the Offer End Date (as set out on relevant Investee Company investment page on the Site), unless the aggregate amount of shares applied for in Applications received by the relevant Investee Company exceeds the Maximum Cash Amount (as set out on relevant Investee Company investment page on the Site) before such time at which point the subscription list will be closed. The Directors reserve the right to re-open the subscription list in the event that there is a default on payment of the subscription price pursuant to any Application.
3.5 The Directors may extend the Offer End Date (in their sole discretion).
3.6 Where Applications have been received and the Maximum Cash Amount is exceeded, the relevant Investee Company shall seek to issue the shares in accordance with its articles of association and then, if applicable, on a pro-rata basis (proportionate to the value and type of the shares applied for) to all other applicants. This is subject always to the discretion of the Directors who may, by exercising their discretion, issue share capital in such proportions as they think fit (subject to the relevant Investee Company’s articles of association).
3.7 Once you have submitted your Application, you shall not be permitted to amend the terms of the Application, including the number of shares you have applied for. If you wish to increase or decrease the number of shares you have applied for, you must withdraw your application and re-submit a new application including the amended offer to subscribe for the shares. For the avoidance of any doubt, any re-submitted application shall be treated by the relevant Investee Company as a new application and shall rank below any other applications received from other Investor Members prior to the Investee Company’s receipt of your re-submitted Application.
3.8 You authorise the relevant Investee Company to enter your name and details of your Investment in the relevant Investee Company’s company registers.
3.9 Neither the Application nor anything on the Site constitutes an offer to sell, or the solicitation of an offer to buy or to subscribe for, the shares to any entity based in any jurisdiction outside of the United Kingdom.
3.10 The shares of the various Investee Companies have not been and will not be registered under the United States Securities Act 1933 as amended (“US Securities Act”) or the relevant Canadian, Japanese, Australian or Irish securities legislation and therefore such shares may not be offered, sold, transferred or delivered directly or indirectly into the United States or in Canada, Japan, Australia or the Republic of Ireland or their respective territories and possessions. The United States means the United States of America, each of its states, its territories and possessions and the District of Columbia.
3.11 The Directors may, in their absolute discretion, require further verification of your identity at any time during the Application process (whether before or after acceptance). Certificates in respect of the shares you have been allocated may be retained or withheld at the Directors’ absolute discretion pending the provision to the Directors of such evidence. If such evidence is not provided, the Directors may, at their absolute discretion, terminate your Application in which event any monies paid by you on acceptance of Application will be returned to you.
3.12 In consideration of the Directors agreeing that they will consider and process applications for shares in accordance with the procedures referred to in these Terms, you:
(a) warrant that you are not relying on any information or representation made by the relevant Investee Company, its Directors, officers, agents, employees or advisers in relation to your Application;
(b) warrant that you are either resident or ordinarily resident in the United Kingdom and will notify the Director(s) immediately in writing if you cease to be so resident, or in circumstances where you are not so resident you warrant to the relevant Investee Company on the basis set out in paragraph 3.11(e) below;
(c) agree that these Terms, the Application and/or the Subscription Agreement shall be construed in accordance with and governed by the laws of England and Wales;
(d) warrant that no action has been taken to permit the distribution of the details of the relevant Investee Company’s fundraising in any jurisdiction outside the United Kingdom;
(e) warrant that by submitting the Application, you have complied with all relevant laws and obtained all requisite government or other consents which may be required in connection with your Application and is permitted pursuant to the laws of the jurisdiction in which you are located (if outside the UK) to complete the Application and hold shares in the relevant Investee Company; and that you have complied with all requisite formalities and that you have not taken any action or omitted to take any action which will or may result in the relevant Investee Company or any of such Investee Company’s respective partners, Directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any territory in connection with the Application;
(f) confirm that you have read, understood and agreed to the terms and conditions of the Application and these Terms, and have taken all appropriate professional advice which you consider necessary before submitting the Application and that you are aware of the special risks involved in participating in an investment of this nature and the applicant understands that your Application is made upon the terms of the Application and these Terms;
(g) acknowledge that, in relation to your Application the advisers of the relevant Investee Company are acting for that Investee Company and are not acting for or on your behalf and that, accordingly they will not be responsible for advising you on any transactions described herein or for ensuring that such transaction is suitable for you;
(h) warrant that you are not engaged in money laundering as defined in the Money Laundering Regulations 2003 and confirm that you are aware of your obligations under the Criminal Justice Act 1993, the Anti-Terrorism Crime and Security Act 2001 and the Proceeds of Crime Act 2002 which relate to money laundering; and
(i) warrant that you are either (i) a self-certified investor; (ii) a high net worth investor; or (iii) a restricted investor; and have delivered to us a signed copy of the relevant certified or self-certified sophisticated investor certificate or high net worth investor certificate or restricted investor certificate.
3.13 The Application is subject to all further applicable terms and conditions set out on the Site which you remain bound by in respect of the Application.
3.14 The Application (and if the Application is accepted, the Subscription Agreement) is personal to the parties thereto and you shall not, without the prior written consent of the Investee Company assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights and obligations under the Application or the Subscription Agreement.
3.15 The Application and any documents referred to in it are made for the benefit of the parties to them and their successors, and are not intended to benefit, or be enforceable, by anyone else.
4. DISCLAIMER AND LIMITATION OF LIABILITY
4.1 UCAT Services Ltd is engaged by and provides services to the Investee Company only. Nothing on the Site or in any written or oral correspondence between you and UCAT Services Ltd shall be deemed to be advice of any nature given by UCAT Services Ltd to you.
4.2 Any advisers engaged by the Investee Company are engaged solely for the benefit of the Investee Company and do not intend to provide any legal, financial, tax or any other advice to you.
4.3 UCAT Services Ltd and Quay Financial strongly recommends that you seek independent legal, tax and financial advice before making any Investment on the Site.
4.4 UCAT Services Ltd shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any direct, indirect, special or consequential losses or any pure economic loss, costs, expenses or damage, nor shall UCAT Services Ltd be responsible for any loss of profit, income, production, loss of business, depletion of goodwill, loss of contract, loss of data or any accruals arising in any circumstances whatsoever, whether in contract, tort, under statute or otherwise and howsoever caused.
4.5 UCAT Services Ltd shall not be liable for any loss suffered by you as a result of UCAT Services Ltd or Quay Financial not receiving any Application or Investment Funds submitted by you or as a result of any errors made by you in connection with the Application or the Investment.
5.1 All notifications sent by Quay Financial to you, shall be sent by email to the email address which you provide to us from time to time. It is your responsibility to ensure that we hold correct and accurate contact details for you. We shall not be responsible for any distribution of confidential information in the event that you provide us with incorrect contact details and you shall be liable to pay Quay Financial on demand and hold UCAT Services Ltd harmless in respect of all costs, charges or losses sustained or incurred by UCAT Services Ltd that arise directly or indirectly from you providing incorrect contact details to UCAT Services Ltd and Quay Financial.
5.2 If you wish to contact UCAT Services Ltd in connection with these Terms, please email email@example.com
5.3 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
5.4 If any provision or part-provision of these Terms is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
5.5 UCAT Services Ltd may amend these Terms from time to time. If UCAT Services Ltd makes any material amendment to these Terms, it will inform you by email notification.