General Investor Terms and Conditions
Please read these terms and conditions carefully. You should only use the Systems and services provided via the Platform if you have read in full and agree to these General Investor Terms and Conditions (the “Terms”). If you do not agree to the Terms you must stop using our Platform immediately.
Investor Eligibility Criteria
- To be an investor on our Platform you must meet the following criteria:
1.1 you must be an individual;
1.2 you must be over 18 years old;
1.3 you must have a valid bank or building society account;
1.4 you must register your details on the Platform;
1.5 you must only invest your own monies; and
1.6 you must classify which type of investor you are as set out in the relevant Investment Opportunity pack and application form.
- We may in our sole discretion refuse any prospective investor from becoming an investor on our Platform regardless of whether the prospective investor meets the criteria in clause 3.
- Our principal role is to perform arrangement functions on behalf of the Bond Issuer in order to promote investment in Bonds to investors, to provide a stream-lined process for entering into such investments and to facilitate the payment and collection of sums due under an Investment, or in connection with those Bond Investments and for the investors (or any trustee appointed on an Investor's behalf) to take certain actions upon a Bond Issuer's default or if a Bond Issuer becomes, or is likely to become, insolvent as set out in these terms and conditions.
- We will not perform any management functions on an investor's behalf. The investor retains complete control and discretion over whether or not to make an investment; and over all other aspects of its participation in the Platform and investment made through it. Nothing We do and nothing on the Platform is intended to operate or be construed as advice or recommendation by Absolute Return Bond I Ltd or an Absolute Return Bond I Ltd Associate or Us to enter into an investment.
- An investor must form their own opinion regarding the suitability and creditworthiness of a Bond Issuer and undertake their own research, analysis and assessment of each Bond Issuer for each Bond and, where appropriate, seek their own independent financial and legal advice.
- While We believe that the security documents for a Bond might provide additional comfort as to the likelihood of repayment, We accept no responsibility for the likelihood of a Bond Issuer meeting its financial obligations to investors through the platform in circumstances where such recourse to the assets of the Bond Issuer is available.
- We accept no responsibility and disclaim all liability for any information about a Bond Issuer made available to prospective investors through the Platform. We may from time to time at the end of each month, but accept no obligation, update or amend at any time Bond Issuer's information (including between when the Investment Opportunity is first made available and when it is entered into, and during the term of any investment).
- You warrant to Us that all information provided to us in the course of the registration and investing process is true and accurate in all respects. You will update us if any of the information You provide to Us changes.
- Once You are registered on the Platform and have applied to invest through the Platform we may carry out identity, address and fraud checks on You. We use our own internal guidelines when assessing applications but have complete discretion as to whether to allow You to be an investor on the Platform. If We cannot get adequate information from our ID, address and fraud checks, then We will ask you to send us copies of relevant passports or other identification documents plus a utility bill no more than 3 months old for your home address and anything else that We may require. If You do not provide all appropriate identification documents You will not be able to invest on the Platform. We may also suspend or place limitations on trading on your Investment Account at any time if we believe it is appropriate in order to comply with our legal obligations.
- There are no fees payable to set up an Investment Account. In order to make an investment in Bonds, you will need to provide money through the Platform, using GCEN which acts as the Client Money Services Provider
- Money in your Investment Account will be held by GCEN until or unless it is invested in the BondMason ISA or other Investment Opportunity, and so transferred to the relevant Bond Issuer, at which time it will be transferred to the relevant Bond Issuer's account.
- Investing money on the Platform involves risk to your capital. If you suffer a loss on your Investments, either by the Bond Issuer not repaying the investment or otherwise, you are not entitled to compensation from the Financial Services Compensation Scheme ("FSCS").
- When you invest money via the Platform you will enter one or more Investment Contracts relating to your selected Investment Opportunities; each of these agreements are shown in the information area for each Investment Opportunity available on the Platform.
- We perform an administrative role in matching the Bond Issuer and investors and in facilitating payments and onward distribution of funds. If We cease trading, we will have arrangements in place with a third-party back-up servicer who would take on our servicing obligations.
Investment Account Registration
- Upon registering with Us, You must provide an email address and enter a password. These must be used in order to access certain restricted parts of the Platform. Each time you access your Investment Account you will need to enter your email and password. Your email and password are unique to your Investment Account and are not transferable.
- Your email and password are how we identify you, and so you must keep them secure at all times. You are responsible for all information and activity on the Platform by anyone using your email and password. If you authorise an employee, sub-contractor or agent to use your Investment Account you will be responsible for their activity on the Platform. Any breach of security, loss, theft or unauthorised use of an email, password must be notified to us immediately by email or telephone. Until you notify us you will be responsible for any unauthorised access to confidential information on the Platform.
- You agree not to adapt or circumvent the systems in place in connection with the Platform, nor access our Systems other than by using the credentials assigned to you and by following the instructions that we have provided for that type of connection.
- We reserve the right not to act on your instructions where we suspect that the person logged into your Investment Account is not you or we suspect illegal or fraudulent activity or unauthorised use.
- We can refuse to act on any instruction that we believe was unclear, not given by you, might cause us to breach a legal or other duty or if we think the Platform is being used for an illegal purpose.
- Your Investment Account will show:
- the amount of funds in your Investment Account and the amount you have invested;
- details, including details of any assets which Bond Issuers have pledged as security for investment contracts, a short description of Bond Issuer’s requirements and business information;
- certain personal details; and
- information about the Platform.
- You have a legal right to cancel your Investment Account within 14 days after the date that you receive an e-mail from Us to confirm that you have registered with the Platform. Advice about your legal right to cancel is available from your local Citizens' Advice Bureau or Trading Standards office.
- In the event that any monies have been paid by you to Us, these shall be reimbursed to you in full within 14 days of the date you inform us of your decision to cancel.
- Cancellation of any Investment Contract and the return of any monies you have invested is subject to the terms of cancellation in the relevant Investment Contract. Cancellation is available in respect of the BondMason ISA within a 14-day period but in most circumstances it is unlikely that you will be able to cancel any Investment Contracts once you have entered into them.
The investing process
- You can invest money by selecting Investment Opportunities to invest in Bonds on our Platform.
- We reserve the right to remove Investment Opportunities from the Platform at any time for any reason.
- Information in the investments page includes: the investment amount; the security value of the security assets, details of the Bond Issuer’s business, a short description of the Bond Issuer’s requirements and how much of the Investment Opportunity is available.
The Investment Contracts
- Once you have paid monies into your Investment Account and agreed to transfer funds to the BondMason ISA or any other Investment Opportunities, you enter into the Investment Contracts and your money is then transferred from your Investment Account to the account of the Bond Issuer.
- Until the monies in your Investment Account have been invested into an Investment Opportunity, and the Investment Contracts are complete, no interest will be earned by you or paid to you on monies in your Investment Account.
- In some circumstances you may choose to invest in an Investment Opportunity and your monies will be held in your Investment Account by the Client Money Services Provider until the Investment Opportunity reaches a specific level of overall funding commitment from investors. In such circumstances, the Investment Contracts will not be completed until the Investment Opportunity has reached the specified funding commitment
- Once completed a copy of the completed Investment Contract and associated documents will be shown in your Investment Account once you have completed your investment.
- Each Investment will be for the period specified in the Investment Contract applying to it.
Interest and repayments
- The Investment Contract governs the terms of repayment and payment of interest by the Bond Issuer.
- A Bond Issuer is liable to repay the investment to investors and to pay any interest on such investments in accordance with the terms for the issue of the relevant Bonds. We have no liability in respect of the repayment of investments and payment of any interest.
- All repayments and any interest received which is due to you will be paid to your Investment Account.
- All repayments and interest paid will be made to investors without deduction of income tax except where it is required by any direction issued by Her Majesty’s Revenue and Customs. It is your responsibility to account for any income tax and other personal taxes that may be payable to the appropriate authorities.
- A trustee, acting as agent for the investor, will take a security by way of charge over the Issuer’s business assets as provided for in the Investment Contract. Only the trustee will be able to enforce such charge.
- Where We have been provided with information by a relevant Bond Issuer, we may provide to you certain information about the assets of that Bond Issuer detailing such assets together with estimated sale value of such assets on enforcement. In such circumstances, any asset valuation provided will be indicative of the value of the asset or assets only and realisation on enforcement in connection with the sale of such asset or assets may be lower (or higher) than the value set out in the asset register. We accept no liability for any information provided in respect to the assets value.
Terminating your Investment Account
- If You no longer want to hold your Investment Account, and provided you have no Investment Contracts currently in force, you can let us know and We will close your Investment Account.
- We may terminate your Investment Account at any time if:
39.1 You materially breach any of these Terms
39.2 You materially breach any Investment Contract
39.3 We suspect that you have committed fraud, been involved in money laundering or other criminal activities;
39.4 You use the Platform or any information accessible on or obtained from it for the purpose of canvassing or soliciting any person or enticing any person away from Us.
39.5 You use the Platform in any of the following ways:
1. to send, use or reuse any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing; or in breach of copyright, trademark, confidence, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any “spam”.
- for fraudulent purposes, or in connection with a criminal offence;
- in any way that causes, or is likely to cause, Platform or access to it to be interrupted or damaged in any way;
- We make no warranty or representation as to the ability of Bond Issuers to repay Investments or pay interest or fees on those Investments, and their credit risk, and we are in no way liable for the debts of Bond Issuers to you. When using your Investment Account you are investing entirely at your own risk.
- We charge the Bond Issuer(s) a fee for placing their Investments on our Platform.
- Information we may provide on the Platform of the likely rate of return on investments are based upon the Investment Contracts and are not guaranteed.
- The information on the Platform does not constitute advice, recommendation or an endorsement of Investment Opportunities or Bond Issuers. We do not offer advice on the investments, tax or legal matters. The information is not intended to be relied upon as a sole basis for deciding whether or not to invest to a particular business. If you require advice, you should contact an Independent Financial Advisor
- We make no representation or warranty as to the accuracy of the data displayed for Investment Opportunities, nor whether the information is up to date or error free.
- We do not guarantee that Investment Opportunities will be fully subscribed or that there will be sufficient Bond Issuers for you to invest to. If an investment fails to be fully subscribed, we shall inform you and you may withdraw your money from the Platform without interest.
Back-up servicer arrangements
- If We or our Platform were to fail or We become insolvent, We would transfer our obligations under these General Investor Terms and Conditions to a third party back up servicer.
- The information provided on the Platform is directed solely at and is for use solely by persons that meet our eligibility criteria. The content provided through the Platform is not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to applicable law or regulation.
- You are permitted to download and print content from this Platform solely for your own personal use or in the course of your business to the extent required to use the services provided on this Platform. The Platform content must not be copied or reproduced, modified, redistributed, used or otherwise dealt with for any other reason without our express written consent.
- We will endeavour to allow uninterrupted access to the Platform, but access to the Platform may be suspended, restricted or terminated at any time.
- You agree to use the Platform only for lawful purposes and in a way which does not infringe the rights of any anyone else or restrict or inhibit anyone else's use and enjoyment of the Platform.
- You warrant that you have taken all reasonable precautions to ensure that any data you upload or otherwise submit to the Platform is free from viruses and anything else which may have a contaminating or destructive effect on any part of the Platform or any other technology.
- The content and material available through the Platform is for informational purposes only and should not be regarded as advice or recommendation to buy or sell investments, securities or any other financial services or banking product. If you are unsure about whether an Investment Opportunity is suitable you should contact a financial adviser suitably qualified to advise on such an investment.
- We accept no responsibility or liability for your use of content on the Platform and such use is entirely at your own risk. While we take reasonable precautions to prevent the existence of computer viruses or other malicious programs on the Platform, We accept no liability for them if they do exist. It is your responsibility to use, update and maintain appropriate antivirus software on your computer.
- Information transmitted via our systems will pass over public telecommunications networks. We accept no liability if communications sent via the Platform are intercepted by third parties or incorrectly delivered or not delivered.
- The Platform may contain links to third party platforms. We accept no responsibility or liability for any material supplied by or contained on any third-party platform which is linked from or to the Platform, or any use of personal data by such third party.
Your liability to us
- You shall be liable to us for any loss or damage suffered by Us as a result of any material breach of these General Investor Terms and Conditions or any Investment Contract, or any fraudulent use of the Platform.
Our liability to you
- We shall not be liable to you for any loss or damage which you may suffer as a result of using the services provided via the Platform, except where such loss or damage arises from our material breach of these Terms or was caused by negligence, wilful default or fraud by us or our employees. We are not responsible for any breach of these terms and conditions arising from circumstances outside our reasonable control. [Our total liability to you in connection with these Terms, and your use of the services provided via the Platform shall not exceed the amount of money you have invested giving rise to the liability.]
- Nothing in these Terms shall limit Our liability for personal injury or death, fraud, or for any other liability the exclusion or limitation of which is not permitted by applicable law or regulation.
Other important terms
- If any of these Terms is found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the remainder shall continue in full force and effect.
- All disclaimers, indemnities and exclusions in these terms and conditions shall survive termination of the agreement between us for any reason.
- We may, in whole or in part, release, compound, compromise, waive or postpone, in our absolute discretion, any liability owed to us or right granted to us in these Terms without in any way prejudicing or affecting our rights in respect of that or any other liability or right not so released, compounded, compromised, waived or postponed. A waiver of any right is only effective if it is in writing and shall not been deemed to be a waiver of any subsequent breach or default.
- No single or partial exercise, or failure or delay in exercising any right, power or remedy by us shall constitute a waiver by us of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these Terms or otherwise.
- Subject to any additional agreement entered into with us for the BondMason ISA, these General Investor Terms and Conditions set out the entire agreement between you and us with respect to your use of the Platform and the services provided via the Platform and supersede any and all representations, communications and prior agreements (written or oral) made by you or us.
- Any notice of other communication, except that of a complaint, given to us under or in connection with these Terms shall be in writing, addressed to that party at its registered office (if it is a company or LLP), its principal place of business or address provided in writing and shall be delivered personally, by pre-paid first class post or e-mail. The notice shall be deemed to have been received, if sent by post at 9.00am on the second business day after posting and if sent by e-mail, one business day after transmission.
- Nothing in these General Investor Terms and Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other party for any purpose.
- A person who is not party to these General Investor Terms and Conditions shall not have any rights to enforce its terms. These General Investor Terms and Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
- Each party irrevocably agrees that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim that arises out of, or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). Nothing in this clause shall limit the rights of an investor arising directly from any Investment Contract.
- If you want to make a complaint about us or the Platform, you should send it to firstname.lastname@example.org, by phone on 02896 001619 or by post to Scottish Provident Buildings, 7 Donegall Square West, Belfast, BT1 6JH. You will receive an acknowledgement e-mail within 2 Business Days of us receiving your e-mail. We aim to investigate all complaints within 5 Business Days of receiving your e-mail however in certain circumstances we may require further time to complete our investigation. We may also ask further information from you regarding your complaint. We aim to issue you with a final determination of your complaint within 20 Business Days of receiving your complaint.
- we may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under these Terms and may subcontract or delegate in any manner any or all of our obligations under these terms and conditions to any third party.
- You shall not, without our prior written consent, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under these Terms.
- We shall not be in breach of these General Investor Terms and Conditions nor liable for delay in performing, or failure to perform, any of our obligations under these terms and conditions if such delay or failure result from events, circumstances or causes beyond our reasonable control.
- Nothing in these General Investor Terms and Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
73.1 ‘We’, 'We', 'Us' or 'Our' means Northern Provident Investments Limited authorised and regulated by the Financial Conduct Authority under firm reference number 647948.
73.2 ‘Bonds’ means bonds which are eligible investments for an ISA issued by the Absolute Return Bond I Ltd or an undertaking in the same group as Chiltern BondCo Ltd or Absolute Return Bond I Ltd as defined in section 421 of the FSMA and such other company as either of such companies shall notify to Us should be treated as a client company associate, as outlined in the Brochure and of which full details are set out in the information memorandum or prospectus for the relevant bond issue which is available on the online BondMason ISA portal: https://www.bondmason.com/chiltern-bondco
73.3 ‘‘Bond Issuer’’ means Absolute Return Bond I Ltd.
73.4 “Brochure” means the brochure relating to the BondMason ISA which is provided to each investor before he submits his application for a BondMason ISA.
73.5 'Business days' refers to any day other than Saturday, Sunday or a Bank holiday in England and Wales.
73.6 'Client Money Services Provider' means GCEN who will hold client monies in relation to any Investment you make
73.7 ‘Absolute Return Bond I Ltd Associate’ means an undertaking in the same group as Absolute Return Bond I Ltd or Chiltern BondCo Ltd (group being as defined in section 421 of the Financial Services and Markets Act 2000) and such other company as one of those companies shall notify to Us should be treated as a group company
73.8 ‘BondMason ISA” means your BondMason ISA which is an Innovative Finance ISA account held with Us
73.9 'BondMason ISA Account' means an ISA account which is an Innovative Finance ISA account held with Us within The BondMason ISA offer.
73.10 “GCEN” means Global Currency Exchange Network Limited (a company incorporated in England and Wales under company number 04675786, the registered office of which is at The Old Barn, Oast Business Park, Redhill, Wateringbury, Kent, ME18 5NN, England and which is authorised and regulated by the United Kingdom’s Financial Conduct Authority under the Payment Services Regulations with registration number 504346) and/or Global Custodial Services Ltd (a company incorporated in England and Wales under company number 08321940, the registered office of which is at The Old Barn, Oasts Business Village, Red Hill, Wateringbury, Kent, ME18 5NN, England and which is authorised under the Financial Services and Markets Act 2000 with authorisation number 595875) (together “GCEN”)
73.11 ‘‘General Investor Terms and Conditions” or “Terms” means these terms and conditions applied by us to your Investment Account
73.12 “Investment” means the purchase of Bonds by You from a Bond Issue.
73.13‘ Investment Account' means your non-ISA account held with Us and subject to these General Investor Terms and Conditions
73.14 “Investment Contract” means all the agreements relating to your chosen Investment Opportunity including appointing a security trustee on your behalf in relation to the investment; and which may be held through a BondMason ISA Account or an Investment Account with Us
73.15 "Investment Opportunity" means an opportunity to invest in the Bonds within The BondMason ISA or otherwise as well as other investment account offered through the Platform from time to time;
73.16 "Systems", or "Platform" means the online platform and any other online services provided by Us and any data managed by, displayed on or transmitted from such services at the following URL https://www.bondmason.com/chiltern-bondco
73.17 "You", "Your" and "Investor" mean a registered user of Platform and the services provided via our Systems, whether as an individual or on behalf of an entity which meets the Investor Criteria.
Global Currency Exchange Network Limited and Global Custodial Services Ltd
TERMS AND CONDITIONS
The Northern Provident Investments Limited may from time to time:
- A. direct that the you makes payments in respect of the Investment to, and/or using facilities provided by, Global Currency Exchange Network Limited (a company incorporated in England and Wales under company number 04675786, the registered office of which is at The Old Barn, Oast Business Park, Redhill, Wateringbury, Kent, ME18 5NN, England and which is authorised and regulated by the United Kingdom’s Financial Conduct Authority under the Payment Services Regulations with registration number 504346) and/or Global Custodial Services Ltd (a company incorporated in England and Wales under company number 08321940, the registered office of which is at The Old Barn, Oasts Business Village, Red Hill, Wateringbury, Kent, ME18 5NN, England and which is authorised under the Financial Services and Markets Act 2000 with authorisation number 595875) (together “GCEN”); and/or
B. make payments to the you, pursuant to or in connection with the Investment, and/or undertake foreign exchange transactions in respect of payments to be made pursuant to, or in connection with, the Investment, using facilities provided by GCEN; and/or
C. direct that the you undertakes foreign exchange transactions in respect of payments in respect of the subscription for Investment using facilities provided by GCEN; and/or
D. undertake foreign exchange transactions in respect of payments to be made pursuant to Investment using facilities provided by GCEN; and/or
E. direct that sums paid by, or due to, the you in respect of Investment are held by GCEN and/or GCS,
and that you hereby consent to GCEN providing such services and/or facilities and to such services and/or facilities being used by the Northern Provident Investments Limited to transmit or remit monies in connection with the Investment.
You hereby acknowledge that GCEN shall not be under any obligation to:
A. deliver, or procure the delivery of, any Investment to the you; o
B. make any reimbursement to the you in the event of any delay in the delivery of any Investment to the you;
C. make any re-imbursement to the you in the event that any subscription for Investment is not accepted by the Northern Provident Investments Limited (save to the extent that the Northern Provident Investments Limited has put GCEN in funds to make such reimbursement and instructed GCEN to make such reimbursement).
- NO ADVICE
You hereby agree that GCEN has not made any recommendation or provided any advice to the you in connection with the subscription for any Investment.
- GENERAL LIABILITY
You hereby agree that neither GCEN, nor any of its/their respective officers, directors or employees shall be liable to the you for any losses, liabilities, costs, damages, and expenses [(“Losses”)] which may be incurred or suffered by the you in connection with or arising from:
A. the performance, non-performance or delay in performance by the Northern Provident Investments Limited of any of its obligations pursuant to this [agreement] or any Investment;
B. subscription for Investment; or
C. the provision of any facilities, the making of any payments [or the undertaking of any foreign exchange transactions] in connection with any subscription for Investment,
save where such Losses arise from the fraud, gross negligence or wilful default of GCEN.
- LIABILITY FOR LOSS
You hereby agree that neither GCEN nor any of its/their respective officers, directors or employees shall under any circumstances be liable to the you for loss of profits or goodwill, anticipated savings, or any type of special, indirect or consequential loss arising in connection with any subscription for Investment.
- LIABILITY FOR THIRD PARTIES
You hereby agree that GCEN shall not be in any way responsible or liable for the acts or omissions of any third party.
- NO EXCLUSION
You hereby agree that nothing in clauses 4 to 6 (inclusive) shall limit the liability of GCEN or any of its/their respective officers, directors or employees:
A. for death or personal injury resulting from the negligence of GCEN or its/their respective officers, directors or employees; or
B. in any way prohibited by law.
You hereby agree that GCEN and its/their respective officers, directors and employees may rely upon and enforce the provisions of clauses 4 to 9 (inclusive).
You and Northern Provident Investments Limited may by agreement in writing rescind or vary any of the provisions of the terms of this subscription form without the consent of GCEN or any or its/their respective officers, directors or employees save that the consent of GCEN must be obtained before any rescission or variation of the provisions of this subscription agreement which would in any way extinguish or alter GCEN’s rights pursuant to clauses 4 to 9 (inclusive).
These terms shall be governed and construed in accordance with English Law.