Terms and conditions

Effective date: July 15, 2020


Investor Terms and Conditions

These Terms and Conditions will apply to each person (the “Investor”) who wishes to access and use the Shadow Foundr Platform (the “Platform”) in order to view informative documents submitted by potential entrepreneurs (each an “Investee”). Documents supplied by Investees relate to their inventions, business ideas or commercial projects (“Business Summaries”) which require investment. The Business Summaries are made available on the Platform by Shadow Foundr Ltd (“SF”) (registered in England and Wales with Company Number: 09496687).

In order to access and use the Platform, all Investors must agree to and accept these Terms and Conditions by clicking the ‘I accept’ button and answer questions depending on the category of the investor. Upon such acceptance, each Investor will be given a unique user login ID that will need a password and for the purpose of security be monitored and tracked by SF.

SF may change these conditions at any time by posting new or amended conditions on the Platform. Investors’ continued use of the Platform after any changes are posted means that the Investor has accepted that they are bound by the new or amended conditions. The Investor must therefore check the Platform’s conditions regularly.


1. DESCRIPTION OF SERVICE

1.1 The Platform provides a database of profiles of Investee Business Summaries that will be accessible by the Investor (the “Service”).

1.2 If the Investor is interested in a Business Summary they may, through the Platform online, request a full Information Memorandum (“IM”) from the Investee, detailing in full the opportunity, information on the Investee and full disclosure of the risks.

1.3 The Platform acts solely as a tool for the Investor to find opportunities that match their investment preferences and that SF shall not be liable for any transaction or arrangement consequently made between an Investor and an Investee.


2. REGISTRATION PROCESS FOR THE INVESTOR

2.1 In registering on the Website (the “Registration Process”) the Investor represents, warrants and undertakes:

  1. that they are an individual who is at least 18 years old; and
  2. a resident of the United Kingdom or a territory where it is lawful to access Investment offers and to make investments; and
  3. that it is lawful for the Investor to receive the offers for investment on www.shadowfoundr.com and to make investments; and
  4. there exist no local or national restrictions applicable to the Investor which would make viewing Business Summaries or IM or investing unlawful.

2.2 The Investor acknowledges that investment information on the Platform are not offers to the public in the United States or other countries where such an offer may be unlawful or require the Investee or SF to be registered under such countries Securities laws or otherwise.

2.3 In order to obtain a login to the Platform and gain access to the Service the Investor agrees to provide accurate, complete personal information as requested. It is the responsibility of the Investor to provide updated personal information.

2.4 The Platform user login may only be used by the designated Investor; shared access is not permitted. Investors may not assign or transfer their login details. Any failure to adhere to this obligation will be a serious breach justifying immediate termination of this agreement by SF.

2.5 Access to the Platform is provided subject to the condition that there is no proven breach of this agreement or fraudulent use of the Services by the Investor. It is not permitted to re-arrange, tamper with or make any connection to the Platform utilising hacking software or other technology designed to subvert security systems or by any false representation or other fraudulent means.

2.6 The Investor agrees to:

  1. immediately notify SF of any unauthorised use of their login ID or any other breach of security immediately upon becoming aware, and
  2. ensure that they properly log out the Services at the end of each session.

2.7 The Investor agrees to maintain and promptly update their personal information to keep it true, accurate, current and complete. If the Investor provides any information that is untrue, inaccurate, not current or incomplete, or SF has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the SF has the right to suspend or terminate the Service at its complete discretion available to the Investors and refuse any and all current or future use of the Service (or any portion thereof).

2.8 The Investor will have full use of the Service free of charge and shall receive no monetary compensation from SF for subscribing.

2.9 By using the Platform the Investor may access third party material or third party Platforms. The Investor understands that all third party information, data, text, software, sound, photographs, graphics, video, messages or other materials (the ” Third Party Content”) on or accessible via the Platform, whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Third Party Content originated.

2.10 The Investor understands that SF does not control the Third Party Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Third Party Content.

2.11 The Investor understands that by using the Service, they may be exposed to Third Party Content that is offensive, indecent or objectionable. Under no circumstances will SF be liable in any way for any Third Party Content, including, but not limited to, any errors or omissions in any Third Party Content, or for any loss or damage of any kind incurred as a result of the use of any Third Party Content posted, emailed, transmitted or otherwise made available via the Service.

2.12 The Investor agrees not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, use of the Service, or access to the Service, including any of the Investee’s or SF’s intellectual property rights or any person firm or corporation having posted information for availability through the Service.

2.13 The Investor may not market, promote or sell any good or products, services or supplies to Investees.

2.14 The Investor understands that SF does not recommend one business opportunity over another.


3. CLIENT CATEGORISATION

3.1 All Investors are retail clients of SF and in accordance with FCA Conduct of Business Sourcebook, Investors must classify themselves as one of the following investors:

  1. self-certified “high net worth investor”
  2. certified “sophisticated investor”
  3. self-certified as a “sophisticated investor”
  4. self-certified as a “restricted investor”

3.2 The Investor acknowledges that SF will not supply confirmations of any orders, and or resulting transactions, and that the investment confirmation email 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 SF in accordance with the FCA Handbook, Conduct of Business Rules.

3.3 Investment in new businesses carries high risks as well as the possibility of high rewards. Such investments are highly speculative if the Investor is in any doubt about any investment, the Investor should take independent advice from a person who is authorised and specialises in advising on investments of this kind. SF cannot advise on the merits or risks of specific investments.

3.4 The Investor accepts full responsibility for compliance with applicable laws including the Financial Services and Markets Act 2000 when dealing with any Business Summary or IM and where required Investors are advised to seek appropriate independent advice.


4. RESPONSIBILITIES OF THE PLATFORM OWNER

4.1 Upon receipt of personal information, including but not limited to verifiable name and address, from the Investor the Platform will enable each Investor to login to the Platform.

4.2 SF will protect and restrict use of the personal information supplied by the Investor in accordance with its published privacy policy, see link: https://shadowfoundr.com/privacy-policy/. SF may be required to disclose personal information in order to comply with its legal obligations.

4.3 SF will manage the Platform and enable the Business Summaries and IM to be made available for viewing by carefully selected Investors.

4.4 If an Investor chooses to invest into an Investee, SF shall not accept any responsibility for any legal arrangements, collaboration or other dealings between the Investor and an Investee.

5. FEES

5.1 SF does not charge the Investor any fee for the services provided to the Investor in accordance with these terms. If this should change the Investor will be notified and has the right to terminate the agreement with the Platform.

5.2 SF reserves the right to impose a fee or charge for its services upon the Investor in the future, and will do so by providing one months’ advance written notice by email of the proposed charges or fees and any variation of the same, to the Investor whereupon the Investor may, by notice, terminate this agreement forthwith, if it so wishes, and any outstanding orders for shares in Investees will be cancelled.

5.3 SF does however add a 1% cover charge on investor payments where and only when a debit card is used by the investor in order to cover the Custodian payment fee charged for the handling of card payments.

5.4 The Investor acknowledges that ancillary charges or fees may be payable to third parties in connection with an investment in an Investee, and acknowledges that such charges or fees are not associated with these terms. The Investor warrants to SF that it shall pay such fees or charges and shall indemnify and hold SF harmless from and against any loss, liability, cost or expense resulting from the same.


6.CLIENT MONEY

6.1 If SF accepts the Investor’s application to invest through the platform, the Investor will be provided with bank account details into which they can transfer money to make investments (their “Platform Account”). Payments into an Investor’s Platform Account must be made by electronic transfer from a bank account in their name, details of which they have provided in the registration process, or any replacement account owned by the Investor which is notified to SF in future (their “Nominated Account”). Withdrawals from an Investor’s Platform Account will only be made to their Nominated Account.

6.2 Each Investor’s Platform Account will be held and administered by a regulated “Custodian” as a client money account. At present, the Custodian for the Platform Accounts is Goji Financial Services Limited, a limited company with registration number 10234133, having its registered office at 133 Whitechapel High Street, London, E1 7QA, which is authorised and regulated by the Financial Conduct Authority (FRN: 805323) (“Goji”).

6.3 To facilitate payments by debit card, SF uses Global Custodial Services Ltd (“GCS”), a company incorporated in England and Wales under Company Number: 08321940, having its registered office situated at The Old Barn, Oasts Business Village, Red Hill, Wateringbury, Kent, England ME18 5NN and which is authorised and regulated by the Financial Conduct Authority (FRN: 595875).

6.4 If an Investor chooses to make a debit card payment, they will be directed to the site of GCS to make the payment.  GCS will act as Custodian for any money collected by debit card, until the funds clear and are transferred to the Investor’s Platform Account.

6.4 By accepting these Terms and Conditions, the Investor appoints the Custodians to hold any monies paid by debit card, and/or paid into their Platform Account, including funds deposited to make an investment and money paid to the Investor by the issuer of the investment. No interest is payable on money held by the Custodians and no fees are charged in respect of establishing the accounts.

6.5 The Custodians will treat the Investor as their client and will treat the Investor’s money as “Client Money”, held in an approved bank account in accordance with the FCA’s client money rules. The Custodians will use reasonable skill and care for the selection, use and monitoring of any approved bank with which Client Money is held, but will not be liable for their acts or their insolvency.

6.6 The Client Money will be held in a pooled account and will not be separately identifiable from Client Money of other clients of the Custodians or its associates on the relevant bank’s books and records. Accordingly, should the Custodians default on their obligations to their clients, any shortfall in Client Money held by the relevant bank may be shared pro-rata among all clients whose money is held in the pooled client money account.

6.7 If a bank with which the Custodians hold Client Money fails (including the appointment of a liquidator, receiver, administrator, or trustee in bankruptcy, or any equivalent), this will constitute a secondary pooling event under the FCA Rules, which may result in a shortfall in the funds held for the Investors.

6.8 In the event of SF’s insolvency, the Custodians will continue to hold the Investors’ money and investments but will not facilitate any new investments. The Custodians will notify Investors of changes to reporting requirements in such an event.

6.9 In the event of either Custodians’ insolvency, SF will attempt to find an alternative services provider to enable the Platform to continue to function.

6.10 If a Client Money balance remains unclaimed and there has been no movement on the client’s balance for a period of at least six years (ignoring any payments or receipts of charges, interest or similar items), provided the relevant Custodian has taken reasonable steps to trace the client and return the balance, they may cease to treat the money as Client Money and pay the Client Money to a registered charity of the relevant Custodian’s choice.

6.11 If SF decides to change either of the Custodians, the Investor hereby authorises SF to instruct the relevant current Custodian to transfer any monies it holds in the Investor’s Platform Account to a replacement Custodian without seeking the Investor’s express instruction to do so, provided the new Custodian has the appropriate regulatory permissions to hold Client Money.

6.12 All returns due in connection with the Investor’s investment(s) will be paid into their Platform Account. Payments will generally be made after deduction of relevant tax. Regardless of whether SF or the relevant Custodian withhold tax, it is the Investor’s responsibility to account for any taxes that may be payable to the appropriate authorities.


7. INVESTMENTS

7.1 The Investor acknowledges that SF approves each funding campaign as a financial promotion but does not provide advice or any form of recommendation regarding the suitability or quality of any investment in any Investee. The Investor acknowledges that the approval of the Campaign as a financial promotion by SF is not an indication of approval of the Campaign generally, and the Investor confirms that it shall take no inference from or make any reference to the same.

7.2 The Investor confirms that should an Investee not achieve the stated desired target level of investment as set out in its Campaign, through withdrawals after the expiry of the Offering Period, or failure by other Investors to transfer the Subscription Price to the Investee, neither the Investee nor SF is required to inform the Investor of this failure, and the Investor may still be required to purchase the shares he ordered, provided that the level of investment received by the Investee is at least a pre-agreed percentage (“%”) of the desired target level of investment as set out in its Campaign. If the Investee ultimately attains less than the pre-agreed % of the desired target level of investment as set out in its Campaign, SF will use its reasonable endeavours to arrange for the Investee to cancel the relevant investment made by the Investor and return the Subscription Price to the Investor. The Investor consents to SF releasing such information as is reasonably necessary, to the Investee to allow such return of the Subscription Price, and the Investor undertakes to co-operate with SF and the Investee, including in relation to any transaction fees or charges, to facilitate the cancellation of the relevant investment and the return of the Investors’ funds, therein.

7.3 Investors are encouraged to ensure that arrangements are put in place for their next of kin to be informed of their order and the SF process, and that instructions are provided to enable the Investor’s order to be withdrawn before it is converted to an irrevocable order on the occurrence of the Investor’s death, insolvency or incapacity. SF accepts no responsibility or liability for orders not being withdrawn before being converted to a firm order through the failure of the Investor to put in place such an arrangement, or the failure of the next of kin to communicate a withdrawal.

7.4 Investors, or in accordance with any arrangements put in place for their next of kin in circumstances where the Investor has died or personal representatives in circumstances where the investor lacks capacity, are entitled to withdraw an order at any time prior to it becoming a firm order upon the expiry of the confirmation email as set out, above.

7.5 The Investor acknowledges that it is the sole responsibility of the Investee to keep the Investor regularly updated of any relevant news relating to their company and/or relevant shareholder information. Furthermore, the Investor agrees that SF accepts no responsibility for failure by the Investee to provide such updates, as required by the Investor.

7.6 The Investor will be entitled to place a revocable order to subscribe for shares or debt securities in an Investee in any fund raising campaign (the “Campaign”) on the Platform for a period (the “Offering Period”) ending on the date specified by Investee which may be updated from time to time and SF reserves the right to end Campaigns early in its absolute discretion.

7.7 If a Campaign is successful, the Investee will instruct SF to circulate a copy of the Investee’s countersigned agreements and any other relevant securities documentation to each Investor by email, and to request that each Investor inform SF by email within the time period specified in the email if they no longer wish to proceed with the relevant investment. If SF receives no response from the Investor within the specified time period, the Investor will in accordance with this clause, be deemed to have confirmed his order and his order will become an irrevocable firm order.

7.8 If for any reason the confirmation email is not received by an Investor (whether this is known or notified to SF or not), otherwise than as a result of fraud or gross negligence by SF. SF shall not be liable to the Investor or the Investee for any losses, claims, damages, etc. suffered by the Investor, and SF shall be entitled to proceed on the assumption that the Investor wishes to proceed with the relevant investment.

7.9 If a Campaign is successful, the amount required will be paid by the Custodian from each Investor’s Platform Account to the Investee (minus any deductions which are payable by and pre-agreed with the Investee) and the corresponding shares (“Shares“) will be legally owned by a nominee company, which is owned and managed by the Custodian (the “Nominee“), with Investors in the Campaign (the “Beneficial Investors“) holding a beneficial interest in the Shares proportionate to the amount they invested.

7.10 By agreeing to these terms, the Investor appoints the Nominee to hold and administer the Shares on their behalf and SF to make all decisions in relation to the Shares according to what it reasonably believes to be in the best interests of the Beneficial Investors as a whole, including instructing the Nominee to:

  1. execute any agreements and documents required to purchase, hold and administer the Shares on the Investor’s behalf including, but not limited to, any shareholders’ agreement;
  2. vote on any resolution on which the Nominee is entitled to vote or give or withhold its consent to any matter for which the Nominee’s consent is required;
  3. sell or transfer the Shares to a third party in accordance with clause 7.15;
  4. waive any pre-emption rights; and/or
  5. take any and all other action which SF determines, in its reasonable opinion, is in the best interests of the Beneficial Investors as a whole.

7.11 Except where pre-emption rights are waived in accordance with clause 7.10(iv), on any transfer or further issue of securities in the Investee in respect of which the Nominee holds pre-emption rights, SF will use reasonable endeavours to make the Nominee’s pro-rata entitlement to such shares available to the Beneficial Investors, subject to any further shares subscribed for or purchased by the Beneficial Investors being subject to these terms.

7.12 If these terms expressly require it or if SF determines, in its reasonable opinion, that any decision about the Shares should be determined by the Beneficial Investors, SF will use reasonable endeavours to notify the Beneficial Investors of the matter and will act in accordance with the views of the majority of the Beneficial Investors who respond to the notice within the time specified (measured by the numbers of Shares beneficially owned by each responding Investor).

7.13 The Investor acknowledges that, as a consequence of becoming a beneficial owner of the Shares, they will be subject to the provisions of the Investee’s articles of association and any other agreement with the Investee applicable to shareholders.

7.14 Except as required by law or where otherwise specified in these terms, the Investor will not be entitled (and the Nominee will not be obliged to) transfer their beneficial interest in the Shares to any other person.

7.15 The Nominee may sell or transfer the Shares (and the Investor agrees that their beneficial interest in the Shares will be sold along with the legal title held by the Nominee) if the sale or transfer:

  1. is required by law;
  2. is required by a provision of the Investee’s articles or any other document binding on the Investee’s shareholders, or
  3. is determined by SF, in its reasonable opinion, to be in the best interests of the Beneficial Investors as a whole.

7.16 The Nominee will account to the Investor for all dividends, sale proceeds and/or other monies which are paid to it in respect of the Shares in accordance with the proportion of Shares the Investor beneficially owns.

7.17 The Nominee may appoint and transfer the Shares to a replacement nominee provided the Nominee is satisfied the replacement nominee is competent to perform the obligations of the Nominee under these terms and agrees to be bound by those obligations.

7.18 The services provided by the Custodian, including the provision of the Nominee services are subject to the terms of an agreement between the Custodian and SF. If that agreement is suspended or terminated for any reason:

  1. the Nominee may transfer legal ownership of some or all of the Shares in which the Investor has a beneficial interest to the Investor or, where relevant, to their estate;
  2. unless and until legal ownership of the relevant Shares is transferred to the Investor in accordance with clause 7.18(i) above, any decisions or instructions relating to the Shares for which SF is responsible under these terms may be taken by the Custodian acting in the best interests of the Beneficial Investors as a whole, as determined in its reasonable opinion.

7.19 The Investor agrees and acknowledges that, if the Nominee exercises its right under clause 7.18(i) above, the Investor will become the legal, in addition to beneficial, owner of the relevant Shares and the Nominee’s obligations under these terms will terminate.


8. INVESTMENT RISK AND WARNINGS

By using the Platform in any capacity the Investor acknowledges and agrees that they have read and understood the following risks and warnings. If an Investor does not understand any of the risks or warnings set out below they should take advice from an Independent Financial Advisor, solicitor or similar qualified professional before using the Platform. The following list of risk factors is not intended to be exhaustive, nor a complete explanation of the risks involved. Any decision to make an investment through the platform is made entirely at the Investor’s own risk.

8.1 Potential for Loss. Investing in any early stage businesses is inherently risky and most fail. There is a significant chance that an investor will lose all of the capital that is invested in Campaigns that appear on the Platform. The Investor should not invest any more in these opportunities than they can afford to lose.

8.2 Liquidity Risk. It is unlikely that, in the short to medium term, any secondary market for shares that an Investor acquires in Investees will be launched, nor is it likely that any of them will be listed on any recognised stock market. As such the Investor is unlikely to be able to sell its shares unless and until a buyer makes an offer for the whole of the Investee’s issued share capital or the Investee is listed on a Stock Exchange. Except in such events, the Investor will normally be unable to sell its shares and withdraw its money from the Investee.

8.3 Dividends. Early stage companies very rarely pay dividends so Investors are unlikely to receive any return on their investments unless and until an offer is made by a buyer for the whole of the Investee’s issued share capital or the Investee is listed on a Stock Exchange. The Investor should understand that for most of the period of its investment, it will probably not receive any income from the investment.

8.4 Dilution. Any investment an investor makes can be subject to dilution. It is likely that the Investee will need to raise additional capital in the future, which is likely to require one or more share issues to existing and/or new investors. Therefore, the proportion of the Investee which an Investor’s shares correspond to at the time of the original investment may subsequently be diluted by such subsequent share issue(s). The original investment may also be subject to dilution as a result of warrants or options to employees, service providers or certain other parties connect to the Investee. Any new shares may also have preferential rights to dividends, sale proceeds and other preferential treatment. This means the Investor may lose voting power and that its shares may lose part or all of their value.

8.5 Projections and forecasts. The Business Summary or IM may contain certain statements, estimates, projections, forecasts and data provided by the Investee with respect to the anticipated future performance of the Investee’s business and/or its industry. Such statements, estimates, projections, forecasts and data reflect various assumptions by the Investee’s management concerning anticipated results, which assumptions may or may not prove to be correct. Actual results may vary from such statements, estimates, projections, forecasts and data, and such variations may be material. This may result in the Investee Company and the Investor’s shares performing worse than expected in the forecast. Therefore, the Investor should not rely on any forecasts or statements of anticipated performance of an Investee, which may be included on the Platform.

8.6 Operating history. Many of the Investees that appear on our platform are recently formed early stage companies; they may lack any trading or other operating history or accounts. The success of the Investee will depend upon the ability of the Investee to develop and deliver on a strategy to achieve that Investee’s objectives, as well as other factors including overall market conditions, the Investee’s future ability to raise funds, the adequacy of its finances, etc. Any financial information provided is unlikely to be audited and may not have been verified by an independent third party.

8.7 Diversification. Given the risks involved in investing in early stage companies, these investments should form part of a diversified portfolio of investments to ensure that at any point an Investor can afford to lose the amount of capital invested in the early stage companies.

8.8 Tax Treatment of Shares.

  1. The UK government provides certain types of tax relief for investments in small businesses, among which are the Enterprise Investment Scheme (EIS) and the Seed Enterprise Investment Scheme (SEIS). Certain investments made through the platform may be eligible for EIS, SEIS or similar relief (“Reliefs”), as described below.
  2. In the event that an Investee (a) has received advance assurance from HMRC that it is eligible for a Relief and (b) has agreed to allow Investors to claim Relief, SF will indicate this in the investment. Similarly, in the event that an Investee has not yet received advance assurance from HMRC that it is eligible for a Relief but (a) appears to us to be eligible for a Relief and (b) has agreed to allow Investors to claim such Relief, SF will indicate this in the Posting, and will only complete an investment in the Investee if and after it receives such advance assurance.
  3. Notwithstanding advance assurance having been granted as described above, the decision as to whether an Investee or investment is eligible for a Relief is a matter to be determined by HMRC. SF cannot guarantee that a Relief will be granted even if the Investee has received advance assurance, regardless of whether HMRC’s refusal to grant Relief is due to a characteristic of the Investee or a characteristic of the structure of your investment in the Investee or otherwise.
  4. There are a number of restrictions as to which Investors are able to claim a Relief, and even if the Investee is eligible for Relief, the investor may not be able to take advantage of it, or the investor may lose your ability to take advantage of it.
  5. Eligibility for a Relief can be lost as a result of subsequent events (for example sale of the shares or changes to the business or ownership of the Investee), and neither SF nor the Investee Company provide any guarantee that an investee company or your investment will remain eligible.
  6. SF will not be liable to you for any losses, damages or costs arising in the event that an investor is not able to claim a Relief on a particular investment, or because any Relief the investor have claimed is lost, due to any of the circumstances described in these terms. Investors are strongly advised to speak with a tax adviser and/or a solicitor before making any investment on the basis that an investor will be able to receive any tax relief.
  7. It is the responsibility of the Investor or their tax/financial adviser to communicate directly with the Investee in relation to Reliefs. SF accepts no responsibility for the failure of the Investee or Investee Company to provide the relevant information in relation to Reliefs or otherwise.


9. COMPLAINTS AND SANCTIONS PROCEDURE

9.1 SF seeks to avoid complaints by providing good service in a fair and clear way. SF always seek to resolve Client queries or dissatisfaction promptly and amicably without recourse to formal complaints and SF respectfully requests to be given a fair opportunity to do so before making any formal complaint to SF and before entering any formal external complaint process. SF would be pleased to meet the any dissatisfied Client by appointment and at their convenience, where possible.

9.2 In making any complaint or raising any matter prior to making a formal complaint the Client (the “Complainant”) agrees to provide SF with all evidence that we request in support of your claim so that we can try to resolve the matter promptly. The Complainant agrees to properly consider the agreement between the two parties (including these T&Cs) and relevant regulations.

9.3 If having followed the above procedures the Complainant remains dissatisfied and would like to make a formal complaint, please write to:

Compliance Officer,
Shadow Foundr Ltd,
The Stanley Building, 7 Pancras Square, London, N1C 4AG
or E-mail: contact@shadowfoundr.com

9.4 SF may contact the Complainant directly to discuss the complaint and the Complainant accepts that to co-operate and attempt to resolve matters in a reasonable and amicable way.

9.5. Complaints must be made by the Client of SF. SF will not accept complaints on your behalf made by a third party or adviser. Full details of our complaints procedures will be made available on request.

9.6 SF will deal with issues raised expeditiously and where necessary, call upon evidence and take such action as it deems appropriate in the circumstances.

9.7 SF and the Custodians have established procedures in accordance with the FCA rules for the effective consideration of complaints. Please contact SF to request a copy of SF complaint handling policy.

9.8 SF will refer complaints relating to the Custodians on your behalf.

9.9 If the Complainant is still dissatisfied in the matter in which the complaint is addressed, complaints can be referred complaints in relation to the services SF provides, to the Financial Ombudsman Service at:

South Quay Plaza,
183 Marsh Wall,
London E14 9SR,
or by calling them on 0800 023 4567.
or email complaint.info@financial-ombudsman.org.uk.
More information on the Financial Ombudsman Services can be found at: www.financial-ombudsman.org.uk

9.10 Your statutory and regulatory rights remain unaffected.

9.11 If the bank with which your Platform Account is held becomes insolvent, this will not be SF or the relevant Custodian’s responsibility. The maximum compensation available from the Financial Services Compensation Scheme (FSCS) in respect of money held in a bank account is £85,000.

9.12 If SF or a Custodian become insolvent and owe you money in respect of the regulated services SF have provided to you at the time of SF insolvency, you may be entitled to compensation from the FSCS, up to a maximum of £85,000.  For more information you can contact the FSCS in writing at 7th Floor, Lloyds Chambers, Portsoken Street, London, E1 8BN by telephone on 0800 678 1100, by email to enquiries@fscs.org.uk or by going to www.fscs.org.uk.


10. CONFLICTS OF INTEREST POLICY

10.1 SF has an established Conflicts of Interest policy and the application of this policy may cause us to refuse to or be unable to conduct certain business or to provide some services to some entities or persons.

10.2 Details of this policy are available upon request.


11 DATA PROTECTION

11.1 SF represents and warrants to the Investor that it is appropriately registered under the Data Protection Act 1998 (the “DPA”) for all purposes related to the performance of its functions under the Contract, and further represents and warrants that it shall take all reasonable steps to maintain such registration and comply with all applicable data protection legislation for the duration of the Contract.

11.2 The personal data which has been provided by the Investor to SF will be held and may be used by SF for the purposes set out in or contemplated by the Contract. The Investor acknowledges that SF may also share the personal data with (or obtain other information about the Investor from) other organisations: (a) for legal or regulatory purposes; (b) in order to check the accuracy of the information which the Investor has provided; or (c) to detect or prevent crime. SF may continue to hold personal data about the Investor after termination of the Contract for legal, regulatory, audit purposes & to represent SF legitimate interests.

11.3 SF represents and warrants to the Investors that personal data will also be bound by The General Data Protection Regulations (the “GDPR” 2016) where applicable, please see SF Privacy & Cookie Policy. Please also refer to the Information Commissioner Officer (ICO) website about the implementation of GDPR in the UK.

11.4 By accepting these Terms & Conditions you also agree to the use of your personal data by Goji as set out in their Privacy Policy.


12. INDEMNITY AND WAIVER

12.1 SF expressly prohibits the use of the Platform by the Investor for any purpose, which may be unlawful in the United Kingdom.

12.2 The Investor agrees to keep Shadow Foundr Ltd, Goji and GCS/GCEN indemnified against any claim, loss, liability, damages or expenses on a full and unqualified indemnity basis arising out of any misuse by the Investor of any part of the Platform or any information embodied in it.

12.3 Failure by SF to take action in respect of any breach by the Investor of these Terms and Conditions shall not prevent SF from taking future action in respect of the same breach or any other breach by the Investor of these conditions, unless the SF agrees to the contrary in writing.

12.4 If any of these conditions are held to be unenforceable it will not affect the validity and enforceability of the remaining conditions.


13. EXCLUSION OR WARRANTIES AND LIABILITY

13.1 The Investor’s use of the Service is at its sole risk. The Service is provided on an ‘AS IS’ and ‘AS AVAILABLE’ basis. Shadow Foundr Ltd, expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

13.2 SF makes no warranties that:

  1. the Service will meet the Investor’s requirements;
  2. the Service will be uninterrupted, timely, secure, or error-free; and
  3. the results or outcome that may be obtained from the use of the Service will be valuable, accurate or reliable.

13.3 Any material downloaded or otherwise obtained through the use of the Service is done at the Investor’s sole discretion and risk and the Investor will be solely responsible for any damage to its computer system or loss of data that results from the download of any such material.

13.4 The Third Party Content of the Platform is for information only and meant as general information not advice. If the Investor has any particular query in relation to a Business Summary or Business Plans then the Investor must seek advice from its own professional advisors.

13.5 SF gives no warranty in respect of any links or third party Platforms referred to in the Third Party Content of the Platform.

13.6 The Investor expressly understands and agrees that SF shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if SF has been advised of the possibility of such damages), resulting from:

  1. the use or the inability to use the Service;
  2. the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service;
  3. unauthorised access to or alteration of transmissions or data by the Investor;
  4. statements or conduct of any third party on the Service;
  5. any agreement, understanding or relationship the Investor enters into with any of the Investees or any other person or entity with whom it has been put in contact with through the Platform; or
  6. any other matter relating to the Service.

13.7 The Investor agrees that these exclusions and limitations are reasonable in the circumstances.

13.8 In the event that any exclusion of liability is held by a court of competent jurisdiction to be unlawful, but that liability may be lawfully limited, SF aggregate total liability to any Investor for all such damages and losses shall be limited to £1,000.

13.9 Neither SF, nor the Custodians or Nominee, shall be liable to you for any loss or damage which you may suffer as a result of the provision of their respective services except where such loss or damage arises from their breach of these Terms and Conditions or was caused by SF or the relevant party’s negligence, wilful default or fraud.

13.10 Neither SF, nor the Custodians or Nominee, are responsible for any breach of these Terms and Conditions arising from circumstances outside SF or the relevant party’s reasonable control. SF, the Nominee and the Custodians’ total liability to you in connection with your use of their respective services shall not exceed the amount of money you have invested.

13.11 Neither SF, nor the Custodians or the Nominee, will be liable for loss of profits, sales, business, or revenue, loss of anticipated savings; loss of business opportunity, goodwill or reputation, or any indirect or consequential loss or damage.

13.12 Nothing in these Terms and Conditions shall limit SF, the Custodians’ or the Nominee’s liability for personal injury or death, fraud, nor for any other liability, the exclusion or limitation of which is not permitted by applicable law or regulation. To the extent permitted by law, SF, the Custodians and the Nominee exclude all conditions, warranties, representations or other terms which may apply to the Platform or any content on it, whether express or implied.


14. INTELLECTUAL PROPERTY

14.1 All rights, including copyright and database rights, contained in the Platform belong to or are licensed to SF.

14.2 The Investor may not copy any part of the Platform, a Business Summary or IM or carry out any other act, which is protected by copyright, or extract or re-utilise the whole or any substantive part of the Third Party Content of the Platform other than:

  1. printing in hard copy form portions of the Platform for personal use;
  2. downloading any page from the Platform for personal use only;
  3. storing pages from the Platform in a cache or temporary retrieval system for the sole purpose of personal viewing off-line. These consents do not permit the Investor to modify any of the Platform’s Third Party Content or to use it in any commercial context without SF’s prior written consent.

14.3 The Investor acknowledges and agrees that the Service and any necessary software used in connection with the Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws. The Investor further acknowledges and agrees that Third Party Content contained in sponsor advertisements or information presented to it through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. The Investor agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service the Third Party Content or the software, in whole or in part.

14.4 SF grants the Investor a personal, non-transferable and non-exclusive right and license to use the Service; provided that the Investor does not (and does not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Platform, the Business Summaries or IMs, the software or the Third Party Content. The Investor agrees not to modify the software in any manner or form, or to use modified versions of the Platform or the software including (without limitation) for the purpose of obtaining unauthorised access to the Service. The Investor agrees not to access the Service by any means other than through the interface that is provided by SF for use in accessing the Service.


15. CONFIDENTIALITY

15.1 Confidential Information: all information, whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the parties), where the information is: (a) identified as confidential at the time of disclosure; or (b) ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.

15.2 The Investor shall protect the Confidential Information of the Investee and SF against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

15.3 Confidential Information may be disclosed by the Investor to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.

15.4 The obligations of confidentiality in this agreement shall not be affected by the expiry or termination of the agreement.


16. MODIFICATIONS TO SERVICE

SF reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof). The Investor agrees that SF shall not be liable to the Investor or to any third party for any modification, suspension or discontinuance of the Service.


17. TERMINATION

The Investor agrees to remain bound by these Terms and Conditions (as amended from time to time) for as long as he remains an Investor and wishes to use the Platform or the Service unless SF, suspends or otherwise limits his access to the Platform.


18. NOTICE

Notices to the Investor may be made via e-mail only. The Service may also provide notices of changes to the Terms and Conditions or other matters by displaying notices or links to notices to the Investor generally on the Service.


19. GENERAL

19.1 These Terms and Conditions represent the entire agreement between the Investor and SF relating to the subject matter hereof, and supersede any prior understanding or agreements regarding the Platform.

19.2 All disclaimers, indemnities, exclusions and limitations set out in the Terms and Conditions shall survive termination.

19.3 Other than the Custodians, which are parties to these Terms and Conditions in respect of the specific provisions that relate to them, no other person shall be entitled to exercise rights under these Terms and Conditions under the Contracts (Rights of Third Parties) Act 1999.

19.4 SF and the Investor may by agreement in writing rescind or vary any of the provisions of these Terms and Conditions without the consent of the Custodians save that the consent of the Custodians must be obtained before any rescission or variation of the provisions of these Terms and Conditions which would in any way extinguish or alter their rights.

19.5 Furthermore, the Investor agrees not to forward funds, of all currencies, by means of a Money Service Broker (“MSB”) or Foreign Exchange Currency Broker (however from the Investors own personal bank account being permitted) without the express consent of the relevant Custodian and thereby inadvertently or otherwise contravening Anti Money Laundering regulations.

19.6 If you do not understand any of the terms set out in this agreement or have any queries, please obtain independent legal and financial advice before proceeding with investing on this Platform.


20. GOVERNING LAW

These Terms and Conditions shall be governed by, and construed in accordance with, the laws of England and any dispute arising from this agreement shall be determined by the courts of England and Wales.


21. COOLING OFF AND CANCELLATIONS

21.1 SF offers the investor a 14 days Cooling Off period whereby the investor can cancel the investment within 14 days of the investment or payment date.

21.2 SF will undertake to refund the investor within 30 days of the cancellation request, which is to be made by written request or E-mail to the addresses provided on the Platform.

21.3 The refund for a cancellation will be subject to a payment handling payment and administration fee of up to 2% of the funds invested and will be deducted by SF on reimbursement.

Investee (Entrepreneur) Terms and Conditions

These Terms and Conditions will apply to each company (the “Investee”) which wishes to access and use the Shadow Foundr Platform (the “Platform”) in order to make documents available to potential investors (the “Investors”) in relation to their inventions, business ideas or commercial projects (“Business Summaries”) which require investment. The Business Summaries are made available on the Platform by Shadow Foundr Ltd (“SF”) (registered in England and Wales with Company Number: 09496687).

In order to access and use the Platform, all Investees must agree to and accept these Terms and Conditions. Upon such acceptance, each Investee will be given a unique user login ID that will need a password and for the purpose of security be monitored and tracked by SF.

SF may change these conditions at any time by posting new or amended conditions on the Platform. Investees’ continued use of the Platform after any changes are posted means that the Investee has accepted that they are bound by the new or amended conditions. The Investee must therefore check the Platform’s conditions regularly.

In these terms and conditions:

  1. “Modulr” means Modulr FS Limited, a company incorporated in England and Wales under company number 09897919 and Modulr Finance Limited, a company incorporated in England and Wales under company number 09897957, both having their registered office at One Hammersmith Broadway, London W6 9DL. Modulr FS Limited will supply you with an electronic wallet and Modulr Finance Limited will supply you with payment services in connection with the operation of the e-wallet.
  2. “Custodian” means Goji Financial Services Ltd, a private limited company incorporated in England with registration number 10234133 and a registered office at 133 Whitechapel High Street, London, England, E1 7QA. Goji is authorised and regulated by the FCA under firm reference number 805323.

1. Investee (Enrepreneur) Agreement

1.1 The Investee agrees to:

1.1.1 Complete an application form to participate in Shadow Foundr Ltd (“SF”) funding Campaigns (the “Campaign”) in terms satisfactory to SF. The application to include the following information in all cases:

  1. Investee company name;
  2. Investee company number;
  3. Registered office and trading addresses of Investee;
  4. A complete list of all Investee key personnel and professional service advisers (directors, secretary and accountant/auditor);
  5. A complete share capital table on a fully diluted basis to include a list of all investee legal and beneficial shareholders; option holders; convertible debt and equity; warrants; and any other rights to share ownership;
  6. Details of the share classes and ownership of the Investee, including details of the fully diluted share capital of Investee, including all share options; warrants; convertible debt and any other right to acquire shares; confirmation that all existing shareholders are either not subject to pre-emption or have agreed to waive pre-emption in relation to the share issue following the Campaign;
  7. A complete list of all holding companies and subsidiary companies of the Investee;
  8. Details of any pre-existing shareholder agreement or ancillary documents;
  9. Such further information and/or documents as SF may require in order to undertake the Campaign regulatory including anti-money laundering identification and other checks; and
  10. A target amount for the fundraising to be sought by the Investee through its Campaign with SF.

1.1.2 Prepare all the required information in such form as SF may require and such information should include:

  1. A description of the Investee’s business and investment proposition;
  2. Investee business plan, including financial forecasts and projections;
  3. Latest Investee accounts and/or other financial information if applicable;
  4. An outline of all existing or proposed arrangements relating to the Investee’s share capital or rights therein that may impact the investment proposition and details of any obligations of the Investee, that would affect any potential investor;
  5. Details of the equity offered, the types of shares available, the minimum and/or any specific investment requirements;
  6. Provisions in place or envisaged for the Company’s Articles of Association or shareholders;
  7. A Shadow Foundr Ltd disclaimer and risk warning; and
  8. Any other information that maybe required.

1.2 In signing these terms, the Investee agrees not to list or allow for the promotion of the investment proposal without the consent.

1.3 SF may recommend to the Investee specific professional advisers in order to help meet the above requirements, but has no responsibility to ensure the Investee takes professional advice and does not accept any liability for any loss should advice not be taken, by the Investee.


2. OBLIGATIONS OF SHADOW FOUNDR

2.1 SF agrees to:

  1. Make all reasonable endeavours to arrange for the Platform to be available to the Investee for the purposes of the Campaign and for the raising of funds to a pre-agreed funding target (or pre-agreed percentage of the funding target thereof);
  2. To arrange from Investors for subscriptions for shares in the Investee by means of the Campaign on the Platform by communicating the Pitch where at all possible;
  3. On completion of the fundraising campaign send a confirmation email to the Investors seeking confirmation of their orders after any pre-agreed “cooling off period”, whereby the investor is allowed to cancel the subscription.
  4. Liaise with the Investee and the independent client holding account custodian with a view to ensuring the transfer of funds from Investors to the Investee on completion.

2.2 SF is under no obligation to list Investee’s investment opportunity on the Platform, it is up to SF’s absolute discretion and reserves the right to suspends a Campaign, should the need arise. Fees shall not be payable by the Investee under such circumstances, unless Investee is in breach of these terms and conditions.

2.3 Under the FCA’s rules, SF is required to allocate and notify each Investee of its client classification procedures on the Platform (see Investor Terms and Conditions).


3. INVESTMENTS

3.1 SF does not act as an agent or representative, but as an arranger on their Platform for the Investee and the Investor. The Investee acknowledges that it does not rely upon any advice, representations or requirements from SF who is solely responsible for the Campaign complying with all applicable laws and regulations.

3.2 The Investee must ensure that information contained within the Campaign that contains an indication of past performance satisfies the following conditions:

  1. the information includes appropriate performance information which covers the lesser of the period from establishment or the preceding five years, if applicable;
  2. the period to which it refers and the source of information are clearly stated; and
  3. the information contains a prominent warning that the figures refer to the past and that past performance is not a reliable indicator of future results.

3.3 The Investee must ensure that information contained within the Campaign that contains an indication of future performance satisfies the following conditions:

  1. it is not based on and does not refer to simulated past performance;
  2. it is based on reasonable assumptions supported by objective data; and
  3. it contains a prominent warning that such forecasts are not a reliable indicator of future performance.

3.4 The Investee undertakes, that all information relevant to the fundraising campaign on the Platform, including Business Summaries and Information Memorandum are:

  1. are accurate, complete, not misleading and otherwise clear and fair and not invading third party rights to privacy and not infringing any third party intellectual property rights;
  2. in addition, the Investee shall ensure that the Campaign contains all information that would be relevant to a potential investor of the Investee, to the extent where practical, that the Campaign is regularly monitored and kept up to date;
  3. contains adequate risk warnings concerning the investment for the Investor, and should not include any emphasis of any benefits to the Investor without a fair and prominent indication of all the relevant risks.

3.5 The Investee agrees that it alone shall bear all responsibility for the content of the Campaign and shall indemnify and not hold SF responsible from any loss, liability, cost or expense resulting directly or indirectly from the Campaign.

3.6 The Investee undertakes to provide regular company updates that may be presented on the Platform, furthermore:

  1. the Investee agrees that it has sole responsibility to provide regular company updates to the Investor(s), at least bi-annual, however more often if there are any material changes effecting the short- or long-term performance of the company.
  2. the Investee agrees to provide the Investor and/or their financial advisers with all the necessary shareholder information relating to the ownership of the company’s shares and any tax reliefs that may be associated with their beneficial ownership.


4. INVESTMENT PROCESS

4.1 Investors shall be entitled to place revocable orders to subscribe for shares in the Investee through the Pitch for a period (the “Offering Period”) ending on the earlier of:

  1. the Investee reaching their funding target as set out at the start of the Campaign;
  2. the end of a period of 60 days form the first day of introduction to the Platform, or
  3. the date upon which the Investee terminates its Campaign in accordance with pre-agreed Offering Period.

4.2 The Investee will instruct to circulate a copy of the Investee’s company documentation to each Investor by email or otherwise, and to request that each Investor inform SF by email within the pre-agreed “cooling off”, if they no longer wish to proceed with the Investment. If SF receives no response from the Investor within this period, the Investor will be deemed to have confirmed their order and the order will become an irrevocable firm order.

4.3 If a Campaign is successful, the amount raised will be paid by the Custodian from each Investor’s account to the Investee (minus any deductions which are payable by and pre-agreed with the Investee) and the corresponding investments will be registered in the name of a nominee company (the “Nominee“), to be held for each Investor’s benefit. At present, the Nominee is a company owned and controlled by the Custodian.

4.4 If the Campaign is unsuccessful or the order not completed for any reason, no agreement between the Investor and the Investee shall arise and the Investor’s order will not be transferred to another Campaign or Investee.

4.5 If an Investee does not ultimately attain the stated minimum threshold level of investment as set out in its Campaign, through withdrawals after the expiry of the Offering Period, or failure by other Investors to transfer the Subscription Price to the Investee, neither the Investee nor SF is required to inform the Investor of this failure, and the Investor may still be required to purchase the shares he ordered, provided that the level of investment received by the Investee is at least a pre-agreed percentage (“%”) of the desired target level of investment as set out in its Campaign If the Investee ultimately attains less than the pre-agreed % of the desired target level of investment as set out in its Campaign, SF will use its reasonable endeavours to arrange for the Investee to cancel the Investment made by the Investor and return the Subscription Price to the Investor. The Investor consents to SF releasing such information as is reasonably necessary, to the Investee to allow such return of the Subscription Price, and the Investor undertakes to co-operate with SF and the Investee, including in relation to any transaction fees or charges, to facilitate the cancellation of the Investment and the return of the Investors’ funds, therein.

4.6 The Investee acknowledges that SF will not supply confirmations of any transactions or orders that it receives and transmits to the Investee, and that the confirmation email, only after the pre-agreed “cooling off” period, shall be sufficient and adequate reporting of the service of arranging transactions and the receipt and transmission of orders, in accordance with the FCA Handbook, Conduct of Business and hereby consents to the same.


5. ADMINISTRATIVE SERVICES AND FEES

5.1 SF provides optional administrative services for which a fee will be charged (The Fee Schedule will be provided to Investees on request and with or as part of the Investee Engagement Agreement should the Investee meet the criteria to be accepted for a fund raising Campaign). The administrative services provided include:

  1. Administrative support provided by SF, including the completion of the issue of shares in an Investee following the successful fundraising campaign, EIS or SEIS filing and SH01 filing, if applicable.
  2. Corporate services (shareholder and company checks etc.), the fee depends on the time and the complexity involved, if they are deemed necessary for a successful Campaign on the Platform.
  3. The production of video presentations, which are seen as an essential part of a successful Campaign on the Platform; the fee will depend on the time and complexity of the video.
  4. The Investee acknowledges that ancillary charges or fees, including legal fees, may be payable to third parties in connection with the investment, and acknowledges that such charges or fees are disassociated with these terms. There may also be additional fees for work on the Business Summaries, Information Memorandums and financial projections & forecasts work, carried out by SF upon request from Investee, as part of the corporate services mentioned above.

5.2 The Investee agrees to the following Success Fees:

  1. A commission (+ VAT, if applicable) negotiated in advance, as a percentage (%) on all monies raised by an Investee through a successful Campaign on the Platform, deducted from monies received from Investors.
  2. The Investee agrees that all Fees will be deducted, by or on behalf of SF, prior to the transfer of Investor monies to the Investee and after a successful fundraising campaign, by pre-agreement.

5.3 SF enables each Investee to receive and repay money from and into an e-money account (their “Platform Account”) operated by a third party payments provider (the “Payments Provider”) which have been appointed by the Custodian.

5.4 The Investee’s Platform Account and any funds in it will be owned by the Investee, and the Investee is appointing SF as their agent to open and operate the account on their behalf.

5.5 The Payments Provider will hold the Investee’s money separately from its own money in accordance with its terms and conditions and it will exercise due skill, care and diligence in the selection, appointment and periodic review of any credit institution or bank where the money is deposited and for the arrangements for holding the money, but SF, the Custodian and the Payments Provider shall be otherwise responsible for any acts, omissions or default of any such credit institution or bank.

5.6 No interest is payable on money held in an Investee’s Platform Account and no fees are charged in respect of establishing the account.

5.7 At present, the Payments Provider is Modulr FS Limited, but the Investee authorises SF to instruct the Custodian to transfer any money it holds for it in the Platform Account to any replacement Payments Provider without seeking the Investee’s express instruction to do so, provided the new Payments Provider has the appropriate regulatory permissions.

5.8 By accepting these Terms and Conditions the Investee also agrees to:
Modulr’s terms which can be found: https:/shadowfoundr.com/modulr-terms; and the use of any personal data by the Custodian and Modulr as set out in the Goji Privacy Policy.


6. EXCLUSION WARRANTIES AND LIABILITY

6.1 The Investee warrants, represents and undertakes, the following:

  1. all information disclosed to SF and the Platform users is accurate and does not infringe the rights of any third party, including intellectual property rights;
  2. Investee has the right to enter into this Agreement and to offer the investment opportunity on the Platform;
  3. Investee has disclosed its fully diluted share capital and that any valuation and equity offered reflects the fully diluted share capital of the company and that this will not change until completion of the funding and issue of shares;
  4. Investee has obtained consent from any and all existing shareholders who have pre-emption rights for the Investee to carry out this fundraising and that such shareholders waive any rights of pre-emption in relation to any issue of new equity.

6.2 The Investee is responsible for its company documentation and any disclosure to Investors of differences. SF has no liability for and does not guarantee successful investment in the Investee Company as a result of a Campaign on the Platform. The Investee acknowledges that the purchase of shares is an agreement between Investee and Investors and that SF is not a party to this Agreement.

6.3 The Investee acknowledges that the approval of the Campaign as a financial promotion by Shadow Foundr Ltd, or the proposed investment in an Investee does not indicate that SF advises investment in the Campaign, and the Investee confirms that it shall make no reference to thereof.

6.4 SF makes no warranty to the Investee.

6.5 In no circumstances shall SF, the Custodian or the Payments Processor be liable in contract, including negligence, pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise under this Agreement for: (a) any economic losses; or (b) any special, indirect or consequential losses. SF liability is limited to the fees received under these terms and conditions.

6.6 The Investee warrants, represents and undertakes to SF that it shall comply with any terms and conditions associated with the use the Platform (including forums or blogs), and acknowledges that SF will in its absolute discretion as to whether any posts breach this clause.


7. TERMINATION

7.1 The Investee may terminate this agreement by:

  1. the Investee serving 7 days written notice to SF, by E-mail;
  2. the Investee achieving the raising of funds from Investors on the Platform to the pre-agreed target level or (percentage of target level).

7.2 SF may terminate this agreement at any time in the event that:

  1. the Investee breaches these terms and conditions;
  2. SF suspects that the officers of the Investee have been involved in any fraud or criminal activities;
  3. the Investee becomes insolvent, or
  4. 7 working days’ written notice from SF to the Investee.

7.3 If an Investee has an outstanding or incomplete Campaign for investment from Investors, the Investee may only terminate this Agreement if it has firstly served written notice by email to SF and has withdrawn its Campaign from the Platform. Also if a 7 days confirmation email has been issued, instructing SF to inform all potential Investors, of the cancellation.


8. COMPLAINTS AND QUERIES

8.1 SF seeks to avoid complaints by providing good service in a fair and clear way. SF always seek to resolve client queries or dissatisfaction promptly and amicably without recourse to formal complaints and SF respectfully requests to be given a fair opportunity to do so before making any formal complaint to SF and before entering any formal external complaint process. SF would be pleased to meet the any dissatisfied client by appointment and at their convenience, where possible.

8.2 In making any complaint or raising any matter prior to making a formal complaint the client (the “Complainant”) agrees to provide SF with all evidence that we request in support of your claim so that we can try to resolve the matter promptly. The Complainant agrees to properly consider the agreement between the two parties (including these T&Cs) and relevant regulations.

8.3 If having followed the above procedures the Complainant remains dissatisfied and would like to make a formal complaint, please write to:

Compliance Officer,
Shadow Foundr Ltd
The Stanley Building, 7 Pancras Square, London, N1C 4AG
or
E-mail: contact@shadowfoundr.com

8.4 SF may contact the Complainant directly to discuss the complaint and the Complainant accepts that to co-operate and attempt to resolve matters in a reasonable and amicable way.

8.5. Complaints must be made by the Client of SF. SF will not accept complaints on your behalf made by a third party or adviser. Full details of our complaints procedures will be made available on request.

8.6 SF will deal with issues raised expeditiously and where necessary, call upon evidence and take such action as it deems appropriate in the circumstances.

8.7 If the Complainant is still dissatisfied in the matter in which the complaint is addressed, complaints can be referred complaints in relation to the services SF provides, to the Financial Ombudsman Service at:

South Quay Plaza,
183 Marsh Wall,
London E14 9SR,
or by calling them on 0800 023 4567.
or email complaint.info@financial-ombudsman.org.uk.
More information on the Financial Ombudsman Services can be found at: www.financial-ombudsman.org.uk

8.8 Your statutory and regulatory rights remain unaffected.


9. CONFLICTS OF INTEREST POLICY

9.1 SF has an established Conflicts of Interest policy and the application of this policy may cause us to refuse to or be unable to conduct certain business or to provide some services to some entities or persons.

9.2 Details of this policy are available upon request.


10 DATA PROTECTION

10.1 SF represents and warrants to the Investee that it is appropriately registered under the Data Protection Act 1998 (the “DPA”) for all purposes related to the performance of its functions under the Contract, and further represents and warrants that it shall take all reasonable steps to maintain such registration and comply with all applicable data protection legislation for the duration of this agreement.

10.2 The personal data which has been provided by the Investee to SF will be held and may be used by SF for the purposes set out in or contemplated by the Contract. The Investee acknowledges that SF may also share the personal data with (or obtain other information about the Investee from) other organisations: (a) for legal or regulatory purposes; (b) in order to check the accuracy of the information which the Investor has provided; or (c) to detect or prevent crime. SF may continue to hold personal data about the Investee after termination of this agreement for legal, regulatory, audit purposes & to represent SF legitimate interests.

10.3 SF represents and warrants to the Investee that personal data will also be bound by The General Data Protection Regulations (the “GDPR” 2016) where applicable, please see SF Privacy & Cookie Policy. Please also refer to the Information Commissioner Officer (ICO) website about the implementation of GDPR in the UK.


11. CANCELLATION AND SUSPENSION

11.1. The Investee hereby acknowledges and consents to the performance of the services by SF in accordance with this agreement beginning as soon as this agreement is made between the Investee and SF and that other than as set out in these terms and conditions, the Investee has no right of cancellation.

11.2. SF may suspend the provision of services under this agreement, including either not listing, removing or suspending a Campaign on the Platform if SF deems that the Investee is not or may not be operating in compliance with any applicable laws or regulations; and/or if Investee’s company documentation provided by Investee does not meet the due diligence criteria, as set out by SF, on application of the Investee’s company.


12. IDEMNITY AND WAIVER

12.1 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.

12.2 The Investee agrees to keep Shadow Foundr Ltd, the Custodian and the Payments Processor indemnified against any claim, loss, liability, damages or expenses on a full and unqualified indemnity basis arising out of any misuse by the Investee of any part of the Platform or any information embodied in it.


13. ASSIGNMENT AND VARIATION

13.1 An Investee’s registration to the Platform is non-transferable, and the provisions of this agreement shall not be assigned, transferred, mortgaged, charged or otherwise encumbered by the Investee without the written consent of SF.

13.2 No variation of this agreement shall be effective unless it is in writing, by E-mail and signed by the parties (or their authorised representatives).


14. NOTICES

Notices to the Investee may be made via e-mail only. The Service may also provide notices of changes to the terms and conditions or other matters by displaying notices or links to notices to the Investee generally on the Service. E-mail address given on the Platform: www.shadowfoundr.com.


15. GENERAL

15.1 Other than Goji and the Payments Processor, which are party to these terms and conditions in respect of the specific provisions that relate to them, no other person shall be entitled to exercise rights under these terms and conditions under the Contracts (Rights of Third Parties) Act 1999.

15.2 SF and the Investee may by agreement in writing rescind or vary any of the provisions of these terms and conditions without the consent of Goji and/or the Payments Processor save that the consent of the Custodian and the Payments Processor must be obtained before any rescission or variation of the provisions of these terms and conditions which would in any way extinguish or alter the Custodian and/or the Payments Processor’s rights.


16. GOVERNING LAW AND JURISDICTION

16.1 These terms and conditions shall be governed by, and construed in accordance with the laws of England and any dispute arising from this agreement shall be determined by the courts of England and Wales.

16.2 If you do not understand any of the terms set out in this agreement or have any queries, please obtain independent legal and financial advice before proceeding with the business opportunity on this Platform.


17. COOLING OFF AND CANCELLATIONS

17.1 SF gives potential Investors a 14 days Cooling Off period, whereby the Investor will be entitled to cancel their investment and claim a refund.

17.2 Funds will only be forwarded to the Investee from Goji when the Investor Cooling Off period has been satisfied and in accordance with the Campaign fundraise terms.