INVESTOR TERMS AND CONDITIONS

Last modified 30 August 2018

These terms and conditions (the “Investor Terms”) constitute a legal agreement between Tifosy Limited, a company incorporated in England and Wales with company number 08504907 and with its registered address at Studio 7, 75-81 Burnaby Street, London SW10 0NS (“Tifosy”) and you, as a person that wishes to invest in shares or debt securities offered by a company or club (the “Investee”), further to the invitation document, offering memorandum or other investment opportunity content or documentation made available by the Investee and hosted on an investment page (the “Investment Document”) via the Tifosy website, mobile application or other means of accessing the Investment Document located at www.tifosy.com (the “Website”).

Tifosy is authorised and regulated by the Financial Conduct Authority (the “FCA”) under No. 717605 and provides services relating to the arranging of your investment in shares or debt securities offered by the Investee further to the Investment Document (the “Investment”).

By using the Website to access the Investment Document, you confirm that you accept these Investor Terms and that you agree to comply with them. If you are using the Website in connection with your organisation, the terms ‘you’ or ‘your’ in these Investor Terms are also a reference to the business, charity institution or other organisation or entity on whose behalf you act when making an Investment on the Website. If you do not want to be bound by these Investor Terms please do not access any Investment Document. These terms apply to all Investments made through Tifosy from time to time. These terms may be updated from time to time so you are advised to check the terms and conditions each time an Investment is made further to an Investment Document.

  1. INCORPORATION OF OTHER TERMS AND ACCESS TO INVESTMENTS
    • 1.1. By agreeing to these Investor Terms, you acknowledge having read, understood and agreed to:
      • 1.1(a) the Tifosy privacy policy, accessible online at https://www.tifosy.com/en/privacy;
      • 1.1(b) the registration form, accessed when signing up online at https://www.tifosy.com;
      • 1.1(c) the Website terms of use, accessible online at https://www.tifosy.com/en/terms;
      • 1.1(d) the specific terms and conditions set out in the Investment Document including the risk warnings and disclaimers contained therein both before/after registration and login on the Website; and
      • 1.1(e) any legal agreement presented in the Investment Document (which may be with the Investee) or as otherwise notified to you including, without limitation, any applicable bond instrument as part of a debt investment, any applicable subscription agreement, articles of association and/or declaration of trust with a nominee company as part of an equity investment.
    • 1.2. In the event of a conflict between these terms and conditions and the terms set out in the Investment Document, the terms and conditions set out in the Investment Document shall take priority.
    • 1.3. In order to use the Website and make an Investment, you acknowledge that you must have successfully complete Tifosy’s on-boarding process, which includes the investor appropriateness and suitability questionnaire, and you agree that Tifosy may rely on the responses and confirmations given by you as part such process and that they form part of the terms on which Tifosy provides services to you.
    • 1.4. Investment opportunities listed on www.tifosy.com are not offers to or open to the public and your agreement to these Investor Terms signifies that Investments are not open to the public and that you are only able to make an Investment after becoming a member of Tifosy. Registration and agreement to these Investor Terms allows membership which Tifosy may, in its sole discretion, terminate at any time.
    • 1.5. Notwithstanding anything to the contrary in these Investor Terms, where an Investment Document states that share subscriptions in an Investee will be made via a nominee, the subscription for shares by you shall not be for a subscription as legal owner of shares in the Investee and you shall instead be subscribing for a beneficial interest in shares in the Investee to be held on trust for you by a nominee company subject to the terms of the applicable trust agreement between the nominee company and you and the constitutional documents of the associated company. Any provisions and terms in these Investor Terms impacted by such a nominee structure, including without limitation, references to orders, subscription, shares, shareholding and shareholder shall be interpreted accordingly to give effect to the nominee structure. In these circumstances, the nominee company shall be the legal owner of shares in the Investee and registered on the share register of the company rather than you.

  2. REGISTRATION PROCESS
    • 2.1. During the process of registering on the Website (the “Registration Process”), you must provide and undertake to provide Tifosy with the following details:
      • 2.1(a) full name;
      • 2.1(b) current address;
      • 2.1(c) real email address, which will be verified by means of a verification email as part of the Registration Process; and
      • 2.1(d) any other information requested by Tifosy.
    • 2.2. Temporary or otherwise artificial information, including email addresses, may result in your membership being suspended or terminated, any Investments cancelled and posts on the Website removed. The act of complying with Clause 2.1 above, shall constitute your express written confirmation that the email address provided to Tifosy may be used for the purpose of receiving notices or communications from Tifosy and the Investee in electronic form and to Tifosy or the Investee making information available on a website and to Tifosy providing a copy of this confirmation to the Investee.
    • 2.3. In completing the Registration Process you:
      • 2.3(a) represent, warrant and undertake that you are: (i) an individual who is at least 18 years old resident in the United Kingdom or a country where you may legally receive financial promotions of the nature provided by Tifosy; and (ii) legally entitled to make the Investment;
      • 2.3(b) acknowledge that any investment opportunity listed on www.tifosy.com is only available in a territory where it may be lawfully accessed and where no local or national restrictions exist which would make viewing the Investment Document or investing unlawful;
      • 2.3(c) acknowledge that no investment opportunity listed on www.tifosy.com is an offer to the public in the United States or any other country where it would be unlawful or require the Investee or Tifosy to be registered under such countries securities laws or otherwise;
      • 2.3(d) undertake to keep your personal details up to date and to notify Tifosy of any changes;
      • 2.3(e) confirm your consent to your username being publicised as an investor in the Investee; and
      • 2.3(f) acknowledge that Investments may only be made in your own name and you undertake to ensure that all applications for Investments made through the Website are made exclusively on your own behalf.
    • 2.4. In order to comply with applicable anti-money laundering requirements you acknowledge that Tifosy may, from time to time require, require certain information and/or documentation and you agree and undertake to provide Tifosy with such information. In particular, Tifosy may require information about your identification and sources of funds.
    • 2.5. Tifosy reserves the right to refuse in its absolute and sole discretion to permit any Investment.

  3. CLIENT CATEGORISATION
    • 3.1. Tifosy requires you to first classify yourself as either: (i) a certified ‘high net worth investor’, (ii) a certified ‘sophisticated investor’, (iii) a self-certified ‘sophisticated investor’ or (iv) a certified ‘restricted investor’, in accordance with the FCA’s Conduct of Business Sourcebook Chapter 4.7.
    • 3.2. Tifosy shall automatically classify you as a retail investor for the purposes of the FCA Conduct of Business Rules. If you wish to change your classification you should notify Tifosy to request a different classification.
    • 3.3. You acknowledge that Tifosy will not supply confirmations of any orders, and/or resulting transactions, and that the Confirmation Email (as defined below) shall be sufficient and adequate reporting of the service of arranging the reception and transmission of orders and the arranging of resulting transactions provided by Tifosy in accordance with the FCA Handbook, Conduct of Business Rules, Rule 16.1.1, and you hereby consent to the same.

  4. FEES
    • 4.1. Tifosy does not charge any investor fees for the services provided to you in accordance with these Investor Terms. However, Tifosy reserves the right to impose a fee or charge for its services in the future. If Tifosy decides to do so, it will provide you with advance written notice by email of the proposed charges or fees and any variation of the same at which point you may terminate this agreement forthwith, if you so wish, and any outstanding orders for shares or debt securities in Investees will be cancelled.
    • 4.2. You acknowledge that ancillary charges or fees may be payable to third parties in connection with the Investment and acknowledge that such charges or fees are not associated with these Investor Terms. You warrant to Tifosy that you shall pay such fees or charges and shall indemnify Tifosy against any loss, liability, cost or expense resulting from the same.

  5. INVESTMENT PROCESS
    • 5.1. You shall be entitled to place an online application to subscribe for shares or debt securities in an Investee further to the Investment Document (the “Application”) for a period ending on the date specified by Investee in the Investment Document (the “Offer Period”) which may be updated from time to time.
    • 5.2. The agreement in respect of the Investment is between you and the Investee such that your offer is to the Investee and not to Tifosy. Tifosy is not a party to the Investment between you and the Investee and Tifosy’s service is limited to arranging the Investment.
    • 5.3. If you successfully complete an Application, Tifosy will issue to you a confirmation email (the “Confirmation Email”). At any time within 14 days of receipt of the Confirmation Email, you may cancel the Application by informing Tifosy in writing that you no longer wish to proceed with the Investment. If Tifosy receives no response from you within the specified time period, you will be deemed to have confirmed the order specified in the Application and such order will become an irrevocable contract to invest between you and the Investee. If for any reason the email cancelling the Application is not received by Tifosy (whether this is known or notified to Tifosy or not), otherwise than as a result of fraud or gross negligence by Tifosy, Tifosy shall not be liable to you or the Investee for any losses, claims or damages suffered by you, and Tifosy shall be entitled to proceed on the assumption that you have received the email and wish to proceed with the Investment.
    • 5.4. Following completion of your Application, you shall put in place payment arrangements to ensure that the subscription price in respect of the relevant Investment (as specified in the Application) is paid to the Investee or a third party account on behalf of the Investee. This may require that you agree to a payment service provider’s terms and conditions or otherwise provide satisfactory evidence of payment to Tifosy. It is your responsibility to ensure that any such payment arrangements are established and maintained and that funds are transferred. Shares or debt securities in the Investee will be issued to you and the subscription price will be transferred to the account of the Investee following the end of the Offer Period. If the Investment is not successful or any completion condition set out in Clause 5.5 is not satisfied, then no such agreement between you and the Investee shall arise.
    • 5.5. Subject to Clause 5.7, the contract to invest between you and Investee is subject to the following completion conditions:
      • 5.5(a) Tifosy approving the details of and the Investee accepting your Application;
      • 5.5(b) confirmation of satisfaction of any specific conditions set out in the Investment Document including, if applicable, reaching a certain minimum fundraising target; and
      • 5.5(c) payment of all fees and commissions due from Investee to Tifosy.
    • 5.6. Inmaking the Application, you agree that the contract to invest between you and Investor, and formed in accordance with Clause 5.3, shall incorporate any warranties given in the legal documentation included in the Investment Document (the “Warranties”) and you authorise each of Tifosy, the Investee or any other person authorised them, as your agent, to do all things necessary to effect registration of any shares or debt securities subscribed by or issued to you into your name and authorise any representatives of Tifosy, the Investee or any other person authorised them to execute any documents required to be entered into to enter your name on any applicable register.
    • 5.7. Tifosy (and not the Investee or you) shall have the absolute discretion to determine whether the conditions set out in Clause 5.5 above are satisfied at any time during the completion process prior to the issue of shares or debt securities to you by the Investee. If Tifosy determines a condition is not satisfied, Tifosy may in its absolute discretion:
      • 5.7(a) circulate an email to you, alongside a disclosure statement detailing the failed condition. This email shall also request that you inform Tifosy by email within the time specified in the email if you no longer wish to proceed with the Investment. If Tifosy receives no response from you within the stated time period, you will be deemed to have confirmed your order in the same manner as set out in Clause 5.3; or
      • 5.7(b) determine that the investment opportunity is cancelled. In these circumstances, the contract to invest between you and Investee shall not complete and there shall be no legally binding contract. Clause 5.8 below shall apply in these circumstances.
    • 5.8. If your Application is unsuccessful or the Investment is cancelled or not completed for any reason, no substitute service will be provided. If payment has already been made, Tifosy will use its reasonable endeavours to liaise with the Investee or the applicable third party on behalf of the Investee to arrange a refund to you. You consent to Tifosy releasing such information as is reasonably necessary in order to permit the processing of the refund and you undertake to co-operate with Tifosy and the Investee, including in relation to any transaction fees or charges, to facilitate the cancellation of the Investment and the return of the payment. For the avoidance of doubt, should an Investee not ultimately attain the stated desired target level of investment as set out in the Investment Document, you confirm that neither the Investee nor Tifosy is required to inform you of this failure, and you may still be required to purchase the shares or debt securities, provided that the conditions in Clause 5.5 are met. If the conditions in Clause 5.5 are not satisfied for any reason, the agreement for investment between you and the Investee will not complete.
    • 5.9. The terms relating to the provision of any rewards for investment advertised in the Investment Document shall constitute part of the agreement formed between you and the Investee. Tifosy shall not be responsible for the provision of such rewards and shall not be liable for any delay or failure of the Investee in the provision of such rewards.
    • 5.10. The Warranties are made by the Investee to you and vice versa. Tifosy accepts no responsibility for enforcing any Warranties. If you seek to enforce any of the Warranties you shall bear all costs incurred in connection with such enforcement.

  6. INVESTEE ARTICLES OR BOND INSTRUMENT
    • 6.1. You acknowledge that, as a consequence of making an Application that is ultimately successful, you shall become either:
      • 6.1(a) a shareholder and be subject to the terms of the Investee’s articles of association (which constitute an agreement between all of the Investee's shareholders) which will include certain restrictions on the shares issued and certain rights and obligations which attach to such shares; or
      • 6.1(b) a debtholder and be subject to the terms of the Investee’s bond instrument or other debt instrument (which constitute an agreement between each debtholder and the Investee) which will include certain restrictions on the debt securities issued and certain rights and obligations which attach to such debt securities.
    • 6.2. The articles of association or bond instrument applicable to the Investment will be in the form set out in the Investment Document or as may otherwise be disclosed to you by Tifosy and/or the Investee.

  7. INVESTMENTS AND NEXT OF KIN
    • You are encouraged to ensure that arrangements are put in place for your next of kin to be informed of your Application and the Tifosy process. Tifosy accepts no responsibility or liability for Applications not being withdrawn before being converted into an irrevocable order through the failure of you or your next of kin to communicate a withdrawal.

  8. REGULATION AND LIABILITY
    • 8.1. You acknowledge that Tifosy’s affiliates and/or the officers or employees of Tifosy, its subsidiaries or its affiliates may consider expressing an interest in subscribing for shares or debt securities in the Investee. You agree that if you become aware of such expression of interest, you will not rely upon such expressions in making an investment decision. You confirm that any decision to make an Application and invest in an Investee is not based upon any representation, information, action, omission or otherwise of Tifosy, its subsidiaries or affiliates or the officers or employees of Tifosy, its subsidiaries or its affiliates.
    • 8.2. You acknowledge that Tifosy approves certain publications, including the Investment Document as financial promotions but that Tifosy does not provide advice or any form of recommendation regarding the suitability or quality of the Investment and you confirm that you shall take no inference from or make any reference to the same.
    • 8.3. You acknowledge and accept that the Investee may contact you (by means of a forum on the Website, email, social media or otherwise) and as such Tifosy’s investigation of the content of all communications issued by an Investee is limited. Accordingly, Tifosy makes no warranty or representation and assumes no liability in respect of such communications. You must make your own assessment of the viability, accuracy and prospects of a relevant Investee and any relevant investment propositions and should consult your own professional advisers should you require any assistance in making such an assessment. In particular, your attention is drawn to the disclaimer, risk warnings and regulatory notices in each Investment Document.
    • 8.4. You warrant, represent and undertake to Tifosy that you: (i) are correctly categorised under Clause 3.1 above; and (ii) shall comply with any terms and conditions associated with the use of the Website, and in particular undertake not to post any illegal, defamatory or inappropriate material or advice to invest and acknowledge that Tifosy will in its absolute discretion have the power to determine whether posts breach this Clause 8.4 or are otherwise inappropriate and may be removed by Tifosy.
    • 8.5. You acknowledge that Tifosy has not and will not provide you with any advice or recommendations in relation to the Investment. Nevertheless, it is typically considered prudent for investors to consider spreading their risk over multiple investments and Tifosy encourages this approach.
    • 8.6. You acknowledge that in approving the Investment Document as a financial promotion, Tifosy has concluded that the Investment Document, taken as a whole, are fair, clear and not misleading. You acknowledge that in doing so, Tifosy has reviewed factual statements and, where relevant, obtained evidence of the accuracy of such statements from the Investee. However, your attention is drawn to the fact that such evidence is obtained from the Investee itself and has not been audited by Tifosy, which means that it may contain inaccuracies, be incomplete or be false.
    • 8.7. You acknowledge that Tifosy has checked that aspirational statements contained within the Investment Document are phrased appropriately in light of their speculative nature. However, you acknowledge that the Investee is likely to be part of a company or club that has high ambitions which may be unachievable and exaggerated. You acknowledge that Tifosy may approve statements that convey those ambitions even where it does not believe or does not have a view on whether it is likely, that they will be fully realised and you acknowledge that Tifosy encourages you to consider the information in this context.
    • 8.8. You acknowledge that Tifosy makes no representation, warranty or undertaking relating to any claims made by Investees, including, without limitation, that the Investee and the Investment will qualify for or be subject to any tax benefits such as EIS and SEIS or that these tax benefits are pending approval of HMRC. You acknowledge and agree that tax benefits may change or be disqualified and shall not hold Tifosy liable for any loss arising as a result of a tax benefit (including without limitation EIS or SEIS) not applying to an Investment, including without limitation in circumstances where tax has been ‘clawed back’ from you by HMRC.
    • 8.9. You acknowledge that tax treatment depends on your individual circumstances and may be subject to change in future.
    • 8.10. Nothing in these Investor Terms shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their agents or employees nor for fraud by or on behalf of either party. Nothing in these Investor Terms shall limit any liability to the extent that liability may not be excluded or limited by any applicable law or regulation.
    • 8.11. With the exception of Clause 8.10 above, Tifosy’s liability (which shall include Tifosy Limited, its subsidiaries, affiliates and each of their directors, officers and employees) in contract, tort, negligence, pre-contract or other representations or otherwise arising out of this agreement or the performance of its obligations under this agreement shall be limited in aggregate to the lesser of the total amount invested by Investor on www.tifosy.com up to the date of the event leading to the claim or £1,000.
    • 8.12. Tifosy shall not be liable in contract, tort (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise for: (a) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings); or (b) any special, indirect or consequential losses; whether or not such losses were known to the parties at the time of the Application and/or Investment.
    • 8.13. Where your Investment is via a nominee, the nominee company shall be responsible for the administration of the nominee and trust agreement in accordance with the relevant trust agreement (and save where the nominee is a subsidiary or holding company of Tifosy) neither Tifosy, nor any subsidiary or holding company of Tifosy, shall be a party or trustee to the nominee agreement or otherwise responsible for the your beneficial shareholding via the nominee company or otherwise and is not liable for the actions or inactions of the nominee company or for loss or damage of any nature arising from investment via a nominee.

  9. TERMINATION
    • 9.1. If you do not wish to be bound by these Investor Terms, you may terminate the agreement constituted hereby by giving Tifosy 7 days written notice and not viewing any Investment Document or making any Application. If you have an outstanding or incomplete Application for Investment in any Investee, you may only terminate this agreement if you have withdrawn your Application by responding to the Confirmation Email within 14 days of receipt confirming your withdrawal.
    • 9.2. Once an Application has been made firm with an Investee in accordance with this Agreement, you have entered into a contract directly with the Investee on such terms as are agreed with the Investee and Tifosy shall have no further obligations or involvement in the Investment unless otherwise notified to you.
    • 9.3. Tifosy may terminate this agreement at any time in the event that:
      • 9.3(a) you breach these Investor Terms; or
      • 9.3(b) Tifosy suspects that you have been involved in any criminal or otherwise improper activities,
      • and your use of the Website and any Tifosy platform will be terminated.
    • 9.4. Tifosy terminates this agreement in accordance with Clause 9.3 whilst you have placed Application that has not been completed by the issue of shares or debt securities in the relevant Investee, Tifosy reserves the right to inform the Investee of the termination and take such steps as are necessary to ensure that your Application is not completed.
    • 9.5. Clauses 5, 6, 7, and 8 shall survive termination of the agreement constituted hereby and if you have made an Application through Tifosy then any clause herein that is required in order to give effect to that Application and the subsequent Investment shall also survive.

  10. COMPLAINTS AND QUERIES
    • 10.1. Should you have any complaints or queries about the services provided by Tifosy, please contact Tifosy in writing at Studio 7, 75-81 Burnaby Street, London, SW10 0NS, United Kingdom.
    • 10.2. As an investor you shall be treated as a customer of Tifosy and you may, therefore, have the potential to be compensated out of the Financial Services Compensation Scheme in the event that Tifosy should fail in the conduct of its FCA regulated activities. However, you will not be able to claim under the Financial Services Compensation Scheme merely because the Investee fails or does not perform to expectations.
    • 10.3. Communications with, to or from Tifosy shall be in the English language.
  11. WAIVER
    • No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

  12. NO PARTNERSHIP OR AGENCY
    • Nothing in these Investor Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

  13. ASSIGNMENT, VARIATION AND SEVERABILITY
    • 13.1. The provisions of this agreement shall not be assigned, transferred, mortgaged, charged or otherwise encumbered by you without the written consent of Tifosy. Tifosy may assign this agreement without restriction subject to compliance with applicable law and regulation.
    • 13.2. These Investor Terms may need to be updated or amended from time to time to comply with law or to meet changing business requirements. Tifosy may make such changes without your specific agreement where those updates are, in its reasonable opinion, of an immaterial and routine nature and it may not always be able to give you advanced notice of such updates or amendments but they will always be posted on the Website so you can view them. By continuing to use Tifosy’s services, you agree to be bound by the terms of any such updates and amendments.
    • 13.3. In the event that any of the provisions of these Investor Terms are found to be unlawful, invalid or otherwise unenforceable, those specific provisions shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions.

  14. NOTICES
    • 14.1. Any notice or other communication required to be given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or (in any other case) its principal place of business or residential address, or sent by email to the email address notified to the other party in accordance with this agreement. The email address for the service of notices on Tifosy is info@tifosy.com.
    • 14.2. Any notice or communication shall be deemed to have been received if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address, or if sent by email, at 9.00 am on the next working day after transmission, or otherwise at 9.00 am on the second business day after posting or at the time recorded by the delivery service.

  15. GOVERNING LAW AND JURISDICTION
    • 15.1. These Investor Terms and any dispute or claim arising out of or in connection with these Investor Terms or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
    • 15.2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Investor Terms or their subject matter or formation (including non-contractual disputes or claims).
INNOVATIVE FINANCE ISA TERMS AND CONDITIONS

Please read these Innovative Finance ISA terms and conditions (“IFISA Terms”) carefully. You must accept these IFISA Terms in order to open an IFISA with Tifosy. These IFISA Terms apply in conjunction with and form part of the Investor Terms.

  1. Innovative Finance ISA

    • 1.1. Tifosy is authorised and regulated by the Financial Conduct Authority under firm reference no: 717605. Tifosy is a HMRC approved ISA Manger and will be manage your IFISA. Tifosy will perform its services in conjunction with the Client Money Services Provider.
    • 1.2. Your ISA will be an Innovative Finance ISA (“IFISA”).
    • 1.3. The Tifosy IFISA is only available to customers who have a Tifosy investment account in their sole name and who are solely beneficially entitled to any cash or investments held in the Tifosy IFISA. IFISA investments will be, and must remain in, your beneficial ownership and must not be used as security for a loan.

  2. Opening a Tifosy Innovative Finance ISA

    • 2.1. To open a Tifosy IFISA, we must be in receipt of a completed IFISA application, together with your payment for any amount between our stated minimum subscription up to the maximum annual subscription allowance for an IFISA.
    • 2.2. You may subscribe to an ISA in any tax year (i.e. period starting on 6 April of one year and ending 5 April of the following year) for which you are either resident and ordinarily resident in the United Kingdom; or, although non-resident in the United Kingdom, perform duties of a Crown employee which are treated as being performed in the United Kingdom, or are the spouse or civil partner of such a person.
    • 2.3. When you open a Tifosy IFISA account, we will ask you to make a declaration. Making this declaration will allow you to subscribe for a Tifosy IFISA in the tax year that you make the declaration and for each subsequent tax year, provided you make a subscription to your Tifosy IFISA every tax year. If you do not make a subscription to your Tifosy IFISA one year then when you next want to subscribe to your Tifosy IFISA you will have to make a new declaration.
    • 2.4. In accordance with the Individual Savings Account Regulations (“ISA Regulations”), you are not eligible to apply if you have already subscribed to an IFISA or have already subscribed the maximum available allowance to a Cash and/or Stocks and Shares ISA, in the same tax year as you are applying for this IFISA. These restrictions do not apply if you are:
      • 2.4(a) transferring an existing IFISA from another ISA Provider to a Tifosy IFISA (in circumstances where this is permitted under the ISA Regulations), or
      • 2.4(b) where you have already subscribed the maximum allowance to a cash and/or stocks and shares ISA and this is transferred to a Tifosy IFISA.
    • 2.5. If you have any questions, doubts or issues relating to ISA’s or your eligibility to hold an ISA, you should consult the HMRC website (https://www.gov.uk/government/organisations/hm-revenue-customs) or contact them directly.
    • 2.6. Any documents evidencing your title to the IFISA investments will be held by us or as we may direct.
    • 2.7. We will satisfy ourselves that any person to whom we delegate any of our functions or responsibilities under the terms agreed with the investor is competent to carry out those functions and responsibilities.
    • 2.8. We will notify you if, by reason of any failure to satisfy the provisions of the ISA Regulations, an ISA has, or will, become void. If the failure cannot be corrected or if you fail to take any action requested by us in writing within a reasonable period of time, we may close your account by written notice.
    • 2.9. We are obliged to confirm the true identity of all applicants and reserve the right to decline an application to open an account from you or any deposit.
    • 2.10 You must inform us if any declarations or confirmations you have made about your eligibility to hold an ISA no longer apply.
    • 2.11 You must inform us immediately if you are no longer a UK resident or cease to perform duties of a Crown employee which are treated as being performed in the United Kingdom or cease to be the spouse or civil partner of such a person.

  3. Subscriptions and withdrawals

    • 3.1. All cash in your Tifosy IFISA will be held by our Client Money Services Provider.
    • 3.2. Subscriptions can be made into your Tifosy IFISA account by debit card, bank transfer or cheque. Please see section 6 for information on transferring in existing ISA funds.
    • 3.3. All subscriptions must be in cash.
    • 3.4. An initial subscription into the IFISA must be at least equal to the minimum required investment amount.
    • 3.5. The maximum you can subscribe to a Tifosy IFISA is the maximum ISA limit per tax year as prescribed in the ISA Regulations.
    • 3.6. If funds are subscribed into your Tifosy IFISA which exceed the amount prescribed in the ISA Regulations, then the excess subscription will be transferred to a Tifosy general investment account.
    • 3.7. You may make cash withdrawals from your Tifosy IFISA; however, you cannot withdraw funds which are invested in a fixed term investment such as a bond unless through any existing redemption proposition.
    • 3.8. Your Tifosy IFISA will be flexible. This flexibility means funds which are withdrawn can be replaced within the same tax year and this will not affect your ISA subscription limit for that year.
    • 3.9. You agree to reimburse us for any administrative fees, charges from HMRC or any tax authority incurred as a result of your failure to comply with ISA Regulations in opening your ISA, making subscriptions or the operation of your Tifosy IFISA.

  4. Cancellation

    • 4.1. If you decide you no longer want a Tifosy IFISA, you will have the right to cancel your account within 14 calendar days of the date your account is opened. You can do this by emailing us at isa@tifosy.com or writing to us at Tifosy Limited, ISA Manager, Studio 7, 75-81 Burnaby Street, London SW10 0NS.
    • 4.2. When your account is cancelled, any money credited to your account will be transferred to a Tifosy general investment account. You can then proceed to use your non-ISA account as per Tifosy’s Investor Terms.
    • 4.3. If you choose to cancel your Tifosy IFISA within the 14 day cancellation period outlined in clause 4.1, you will remain eligible to open an IFISA with us or another ISA manager. This will not apply if you cancel your Tifosy IFISA after this period.

  5. Account closure

    • 5.1. If you wish to close your Tifosy IFISA account, you can do so by emailing us at isa@tifosy.com or writing to us at Tifosy Limited, ISA Manager, Studio 7, 75-81 Burnaby Street, London SW10 0NS.
    • 5.2. If you have subscribed to your Tifosy IFISA during a tax year and then close the account, and do not arrange with another ISA provider to transfer the money in your account to them, you will not be able subscribe to another IFISA with another ISA provider in the same tax year.
    • 5.3. If you have subscribed to your Tifosy IFISA during a tax year and then close the account, you will be able to re-open the account with us during the same tax year.
    • 5.4. We may close your account with immediate written notice to you if we are directed to close it by HM Revenue & Customs.
    • 5.5. If you or we close your Tifosy IFISA, any money credited to your account will be transferred to a Tifosy general investment account. You can then proceed to use your general investment account as per Tifosy’s Investor Terms.
    • 5.6. In closing your Tifosy IFISA we may deduct any sums due to us.
    • 5.7. You will reimburse us any amounts required to be paid in tax or otherwise if you close your Tifosy IFISA.

  6. Death or bankruptcy

    • 6.1. In the event of your death, ISA tax exemptions will no longer apply. Any interest or gains in respect of investments that arise after the date of death to the date of closure will not be exempt from tax.
    • 6.2. When we receive notification of your death we will suspend all transactions and investments in your Tifosy IFISA.
    • 6.3. We may require a grant of probate or letters of administration before releasing any monies in your Tifosy IFISA account to your executors. Your Tifosy IFISA will be valued for probate as at the death and dealt with as instructed by your executors.
    • 6.4. We will support the setting up of a Tifosy IFISA based on additional permitted subscriptions (“APS”) for your spouse.
    • 6.5. In the event of your bankruptcy, ISA tax exemptions will no longer apply from the date on which a trustee is appointed to manage your estate.
    • 6.6. When we receive notification of your bankruptcy we will close your Tifosy IFISA and any investments and money credited to your account will be transferred to a Tifosy general investment account.
    • 6.7. A charge of £50.00 is applied for a valuation of the deceased’s IFISA that may be required for grant of probate.
    • 6.8. You will be charged £25.00 for the administration of an account should we receive a bankruptcy order.

  7. Transfers in

    • 7.1. You may transfer money into your Tifosy IFISA from an existing ISA held with another provider. An online transfer-in form will need to be completed and then we will send you a transfer authority form to approve and sign. We can then arrange for the funds to be transferred to us from your existing ISA provider in accordance with your instructions and ISA Regulations.
    • 7.2. The transfer process will begin on the date on the transfer authority form or the date you stipulate for us to begin the transfer process, whichever is later. We will then send your request for the transfer of money in your existing ISA to your existing ISA provider together with confirmation that we will accept the ISA transfer, within 5 business days of receiving your transfer authority form.
    • 7.3. We will not charge you for a transfer of an ISA from a 3rd party ISA plan manager to Tifosy.

  8. Internal transfer

    • 8.1. Cash in your Tifosy general investment account (non-ISA account) can be transferred into your Tifosy IFISA account as long as it has not been already invested.

  9. Transfers out

    • 9.1. All transfers must be made in cash.
    • 9.2. If you choose to transfer out funds from your Tifosy IFISA to another ISA provider, you will be charged an administration fee of £35.00.
    • 9.3. You may transfer your current year’s ISA subscriptions in whole, and/or parts of any funds (together with interest) in your account from previous tax years to another ISA provider in accordance with the ISA Regulations and these conditions. You will need to contact your other ISA provider to arrange a transfer and you can choose the date funds are transferred, subject to us being allowed a reasonable period to implement that transfer. That reasonable period shall not exceed 30 days and shall be consistent with the requirements of the ISA Regulations.

  10. Existing investments

    • 10.1. If you are an existing Tifosy customer, you cannot transfer existing investments from your Tifosy general investment account into your Tifosy IFISA.
    • 10.2. You cannot liquidate investments (including shares or bonds) within an IFISA to fund a transfer out.

  11. Changes to Terms and Conditions

    • 11.1. We may, at any time, change the IFISA Terms by giving you written notice. Such amendment will take effect on the date specified in the written notice. For the avoidance of doubt, these changes may impact our fees and charges or the level of service provided. Any amendment that adversely affects you will not apply to sums already lent out.
    • 11.2. Tifosy may amend these IFISA Terms if it believes it necessary to respond proportionally to changes in law and regulations.
    • 11.3. We may also amend these IFISA Terms to reflect changes to our systems, administrative processes and procedures, market practice or client requirements and to reflect other legitimate cost increases (or reductions) associated with providing your Tifosy IFISA.
    • 11.4. You will be given at least 30 days’ notice in respect of any changes to these IFISA Terms unless the specific circumstances require a shorter or longer period. Any amendments will comply with any applicable laws and regulations.

  12. ISA Regulations

    • 12.1. The management of your ISA Account will be subject to the ISA Regulations. Any changes made by HMRC to the ISA Regulations that affect these terms will apply as soon as they come into effect.
    • 12.2. We will inform you if your ISA Account has or will lose its tax exemption through any failure to meet the ISA Regulations. If an investment which was previously allowed under the ISA Regulations ceases to be allowed, Tifosy will notify you and provide instruction to transfer it out of the IFISA.
    • 12.3. These IFISA Terms are based on our understanding of current law and HMRC’s practice as at January 2018. These may change in the future and the favourable tax treatment of ISAs may not be maintained.

  13. Cash Policy

    • 13.1. You agree that the ISA Client Money Service Provider will only accept electronic funds transfers into bank accounts held in the name of the GCEN Entities, that you shall not make, or attempt to make, any cash payment or cash deposit into any bank account held in the name of the GCEN Entities and that, in the event that any cash payment or cash deposit is made into any bank account held in the name of the GCEN Entities, or any attempt is made to make any such payment or deposit, such payment or deposit will not be accepted.
    • Definitions

      “Tifosy”, “we” or “us” means Tifosy Limited.

      “Client Money Services Provider” means the entities that will hold client monies in relation to the Tifosy IFISA being Global Custodial Services that provides payment and AML services and Global Currency Exchange Network Limited that provides custodial services for client monies which are held in accounts at Santander UK plc.

      “ISA” means the tax efficient individual savings account as defined and authorised by HMRC.

      “IFISA” means Innovative Finance Individual Savings Account.

      “Business days” refers to any day other than Saturday, Sunday or a Bank holiday in England and Wales.

      ‘HMRC’ means Her Majesty’s Revenue & Customs which is the tax and customs authority and collection agency in the United Kingdom.

      “ISA Regulations” or “Regulations” means the Individual Savings Account Regulations 1998 (as amended or replaced from time to time).

      “Tifosy general investment account” means your non-ISA account held with Tifosy.

      “Tifosy IFISA” means your ISA held with Tifosy.

CLIENT MONEY SERVICE PROVIDER TERMS AND CONDITIONS

Please read these client money service provider terms and conditions (“Client Money Service Provider Terms”) carefully. These Client Money Service Provider Terms apply in conjunction with and form part of the Investor Terms. For the purposes of the terms below, the word ‘Investment’ means any investment made available by Tifosy through its online platform.

  1. Payments

    • 1.1. Tifosy has formally engaged Global Currency Exchange Network Limited (a company incorporated in England and Wales under company number 04675786, having its registered office situated at Office 3rd Floor, 100 New Bond Street, London, W1S 1SP , England and which is authorised and regulated by the FCA under the Payment Services Regulations with registration number 504346) and Global Custodial Services Ltd (a company incorporated in England and Wales under company number 08321940, having its registered office situated at Office 3rd Floor, 100 New Bond Street, London, W1S 1SP England and which is authorised under the Financial Services and Markets Act 2000 with authorisation number 595875) (together the “GCEN Entities”) to provide the following services:
      • 1.1(a) foreign exchange and hedging services;
      • 1.1(b) payment services;
      • 1.1(c) custodial services; and
      • 1.1(d) merchant services.
    • 1.2. Tifosy has formally engaged Woodside Corporate Services Limited (a company incorporated in England and Wales under company number 06171085 having its registered office situated at 4th Floor, 50 Mark Lane, London, EC3R 7QR which is authorised under the Financial Services and Markets Act 2000 with authorisation number 467652) (“WCSL”) to provide receiving agent services in respect of cheques and custodial services.
    • 1.3. As such, Tifosy may from time to time:
      • 1.3(a) direct that you make payments in respect of any Investment to, and/or using facilities provided by the GCEN Entities; and/or
      • 1.3(b) direct that you make payments in respect of any Investment to, and/or using facilities provided by WCSL; and/or
      • 1.3(c) make payments to you pursuant to or in connection with the Investment to be made pursuant to, or in connection with, the Investment, using facilities provided by the GCEN Entities; and/or
      • 1.3(d) direct that sums paid by, or due to, you in respect of any Investment are held by the GCEN Entities, and you hereby consent to the GCEN Entities providing such services and/or facilities and to such services and/or facilities being used by Tifosy to transmit or remit monies in connection with any Investment.

  2. Responsibility

    • 2.1. You hereby acknowledge that the GCEN Entities shall not be under any obligation to:
      • 2.1(a) deliver, or procure the delivery of, any Investment to you; or
      • 2.1(b) make any reimbursement to you in the event of any delay in the delivery of any Investment to you;
      • 2.1(c) make any re-imbursement to you in the event that any monies remitted by you in respect of any Investment is not accepted by Tifosy (save to the extent that Tifosy has put the GCEN Entities in funds to make such reimbursement and instructed the GCEN Entities to make such reimbursement).

  3. No Advice

    • 3.1. You hereby agree that the GCEN Entities have not made any recommendation or provided any advice to you in connection with any Investment.

  4. General Liability

  5. 4.1. You hereby agree that neither the GCEN Entities, nor any of their respective officers, directors or employees shall be liable to you for any losses, liabilities, costs, damages, and expenses (‘Losses’) which may be incurred or suffered by you in connection with or arising from:
    • 4.1(a) the performance, non-performance or delay in performance by Tifosy of any of its obligations pursuant to this agreement or any Investment;
    • 4.1(b) any Investment; or
    • 4.1(c) the provision of any facilities, the making of any payments or the undertaking of any foreign exchange transactions in connection with any Investment,
    • save where such Losses arise from the fraud, gross negligence or wilful default of the GCEN Entities.

  6. Liability for Loss

    • 5.1. You hereby agree that neither the GCEN Entities nor any of their respective officers, directors or employees shall under any circumstances be liable to you for loss of profits or goodwill, anticipated savings, or any type of special, indirect or consequential loss arising in connection with any Investment.

  7. Liability for Third Parties

    • 6.1. You hereby agree that the GCEN Entities shall not be in any way responsible or liable for the acts or omissions of any third party.

  8. Cash Policy

    • 7.1. You agree that the GCEN Entities will only accept electronic funds transfers into bank accounts held in the name of the GCEN Entities, that you shall not make, or attempt to make, any cash payment or cash deposit into any bank account held in the name of the GCEN Entities and that, in the event that any cash payment or cash deposit is made into any bank account held in the name of the GCEN Entities, or any attempt is made to make any such payment or deposit, such payment or deposit will not be accepted.

  9. General

    • 8.1. You acknowledge that neither you nor Tifosy may not vary any of the provisions of the Client Money Services Provider Terms without the consent of the GCEN Entities and you agree to the disclaimers and terms of business of the GCEN Entities as set out in the following link: http://www.globalcustodian.co.uk/terms-of-business.