Please read these terms and conditions carefully before using the Tifosy Exchange. These terms and conditions constitute a legal agreement between you, as a user of the Tifosy Exchange, and Tifosy, as the owner of the Tifosy Platform. Throughout these terms and conditions, we will refer to you as “you”, and we will refer to Tifosy Limited as “Tifosy”, “we” or “us”.

1. DEFINED TERMS
   1. “IFISA” means an innovative finance individual savings account as governed by HMRC;
   2. “Privacy Policy” means the Tifosy privacy policy accessible online at www.tifosy.com/privacy;
   3. “Tifosy” means Tifosy Limited a company incorporated in England and Wales with registered number 08504907 and with its registered address at 24 St. James's Square, London, SW1Y 4JH which is authorised and regulated by the Financial Conduct Authority (Ref No: 717605);
   4. “Tifosy Exchange” means the noticeboard hosted on the Tifosy Platform at https://www.tifosy.com/exchange;
   5. “Tifosy Exchange Terms” means these terms and conditions governing the Tifosy Exchange;
   6. “Tifosy Nominee” the Tifosy company appointed as nominee in respect of certain Tifosy members’ investments;
   7. “Tifosy Portfolio” means the section of your Tifosy account that displays the securities you have subscribed for through, and currently hold with, Tifosy;
   8. “Tifosy Platform” means the Tifosy investment platform that you are currently using (www.tifosy.com) and any sub-domains of this site unless expressly excluded by their own terms and conditions;
   9. “Tifosy Wallet” means the section of your Tifosy account that displays the funds you hold with Tifosy for investment or withdrawal;
   10. “Tifosy Website Terms” means the terms and conditions governing the Tifosy Platform available at www.tifosy.com/terms;
   11. “Trading Cycle” means the week that commences on the first Monday of every month, during which securities can be bought on the Tifosy Exchange; and
   12. “Transfer Agreement” means the agreement by which a buyer and seller agree to transfer ownership of securities listed on the Tifosy Exchange.
2. Acceptance of Terms
   1. Use of the Tifosy Exchange is exclusive to members of the Tifosy Platform and subject to the acceptance of these Tifosy Exchange Terms. These Tifosy Exchange Terms govern your use of the Tifosy Exchange and apply to you from the moment you first use the Tifosy Exchange, when you are deemed to have agreed to be bound by them.
   2. Tifosy reserves the right, at its sole discretion, to modify or replace these Tifosy Exchange Terms by posting the updated terms and conditions on the website. It is your responsibility to check the Tifosy Exchange Terms for any changes. Your continued use of the Tifosy Exchange following the posting of any changes to the Tifosy Exchange Terms will be deemed acceptance of those changes. You will remain bound by the terms of any previous agreements to which you have agreed or been deemed to agree. In the event of a conflict between two versions of the Tifosy Exchange Terms to which you have agreed or been deemed to agree, the more recent version shall take precedence unless it is expressly stated otherwise.
3. Relationship to Other Agreements
   1. The Tifosy Website Terms and Privacy Policy apply to everyone who uses the Tifosy Platform and are referred to in these Tifosy Exchange Terms as the “Tifosy Platform Terms”.
   2. In addition to the Tifosy Platform Terms, you may also be bound by the Tifosy Investor Terms if you have agreed to invest in securities through the Tifosy Platform or set up an IFISA with Tifosy. These Tifosy Exchange Terms are an additional agreement that apply only when you use the Tifosy Exchange.
   3. During the course of using the Tifosy Platform, you may be bound by the Tifosy Platform Terms, the Tifosy Investor Terms and/or the Tifosy Exchange Terms. You should also be aware of the risks of investing in securities through the Tifosy Platform and should ensure you have read and understood the Risk Warning. The Tifosy Platform Terms will continue to apply to you as long as you use the Tifosy Platform however in the event of any conflict, the Tifosy Investor Terms or Tifosy Exchange Terms (as applicable) shall take precedence.
4. Use of the Tifosy Exchange
   1. The Tifosy Exchange operates as a noticeboard, allowing you to express an interest to sell or buy securities during a Trading Cycle. An expression of interest to sell or buy securities does not constitute a legally binding agreement or obligation. A successful sale or purchase of securities via the Tifosy Exchange will require you to directly enter into a Transfer Agreement. Upon successful execution of a Transfer Agreement, Tifosy will arrange for the relevant funds to be transferred to the seller and for the buyer to be recorded as the registered owner of the relevant securities.
   2. Only securities originally subscribed for through the Tifosy Platform are eligible to be traded via the Tifosy Exchange. You are solely responsible for making a decision to sell or buy securities via the Tifosy Exchange and Tifosy will never execute a transfer automatically, or otherwise on your behalf, following an expression of interest. For the avoidance of doubt, the Tifosy Exchange does not constitute a “multilateral system” as defined in the Markets in Financial Instruments Directive II.
   3. To inform Tifosy of your interest to sell or buy securities via the Tifosy Exchange, you should refer to the relevant paragraph below.
   4. Please note that as the Tifosy Exchange is in development, at this time, the total value of each trade of equity securities must be no more than £1,000, or equivalent in another currency, for businesses located in the UK and Ireland and €10,000, or equivalent in another currency, for businesses located outside the UK and Ireland.
   5. Tifosy will have absolute discretion as to who is permitted to use the Tifosy Exchange, and reserves the rights to cancel or suspend trades at any time. Representatives of any business whose securities are eligible to be traded on the Tifosy Exchange should not make requests to buy or sell shares in that business.
5. Trading Cycles
   1. The Tifosy Exchange operates a trading cycle which runs for one week a month, opening on the first Monday of the month at 13:00 and closing on the second Monday of the month at 12:59. You may express an interest to sell securities at any point but the noticeboard of the Tifosy Exchange will only be visible during a Trading Cycle. Any interest to buy must be initiated during a Trading Cycle, however a transaction may be executed after the Trading Cycle has closed.
6. Selling Securities on the Tifosy Exchange
   1. To express an interest to sell securities on the Tifosy Exchange you must complete and submit a sales request from within your Tifosy Portfolio specifying the type, quantity and price of the securities that you wish to sell.
   2. Upon receiving a completed request to sell, Tifosy will review all of the terms and, if eligible, list the securities on the noticeboard of the Tifosy Exchange (which will only be available to view during a Trading Cycle).
   3. Eligibility will be determined at Tifosy’s absolute discretion and, if the eligibility of the securities changes during at any time, Tifosy reserves its right to cancel or suspend any sale request or transfer. Even if the securities are eligible to be traded on the Tifosy Exchange, you should note that it may be difficult to find a buyer and you should not assume that you will be able to sell your securities.
   4. Once listed, your request to sell will remain on the Tifosy Exchange until: (i) you agree terms with a buyer; (ii) you withdraw your request to sell the securities on the Tifosy Exchange; or (iii) the securities are repaid or redeemed by the issuer.
   5. If a buyer requests to buy your securities on the Tifosy Exchange, you will be informed by email and then enter into a direct dialogue with the buyer via a mail-form on the Tifosy Exchange. Once you have agreed terms, you will be directed to a sale confirmation page on the Tifosy Exchange where the agreed details will create a Transfer Agreement which will be sent to the buyer for digital signature and then to you for counter signature.
   6. After receiving the executed Transfer Agreement and appropriate funds from the buyer, Tifosy will arrange for funds to be deposited into your Tifosy Wallet (minus any administration fees owed to Tifosy) and the securities to be registered in the buyer’s name. All rights to future returns from the securities will then be held by the buyer.
7. Buying Securities on the Tifosy Exchange
   1. You may express an interest to buy securities on the Tifosy Exchange by visiting the page during a Trading Cycle and, if you are an investment-authorised member of Tifosy, notifying your interest and continuing to enter into a dialogue with the seller.
   2. Although an interest to buy and a dialogue with the seller must be initiated during a Trading Cycle, the agreement of terms, execution of the Transfer Agreement and final transfer of the securities may occur after the Trading Cycle has closed. All securities bought on the Tifosy Exchange are subject to the Tifosy Investor Terms and you will be required to confirm the details of the transfer directly with the seller.
   3. Securities on the Tifosy Exchange are available for sale at the discretion of the seller and entering into a dialogue with a seller does not entitle you to any exclusivity. A seller may be in dialogue with multiple buyers and until the Transfer Agreement has been executed, the securities will remain available to other buyers on the Tifosy Exchange.
   4. After notifying the seller of your interest, to complete your purchase you will need to: (i) agree the final terms with the seller; (ii) execute the Transfer Agreement provided to you; and (iii) adequately fund your Tifosy Wallet using one of the options available on the Tifosy Platform. If this does not occur within 48 hours after final terms are agreed, the transfer will be cancelled and you will be required to initiate a new expression of interest.
   5. Upon receiving the fully executed Transfer Agreement and funds, Tifosy will arrange for the securities to be registered in your name and the funds deposited into the Tifosy Wallet of the seller. All rights to future returns from the securities will then be held to you.
   6. Tifosy does not perform due diligence in respect of transactions on the Tifosy Exchange. The only information provided by Tifosy to buyers on the Tifosy Exchange is on the relevant Tifosy Exchange webpage, and you should obtain sufficient other information before making decisions to buy any securities.
   7. Tifosy takes no responsibility for any other information you obtain to make your decision to buy securities on the Tifosy Exchange, from the relevant club (including but not limited to through the post-investment page), the club’s website, in social media profiles or elsewhere.
   8. Tifosy will not accept liability for any claims, losses or damages you suffer as a result of your use of the Tifosy Exchange.
8. Innovative Finance ISA
   1. Tifosy is a HMRC approved IFISA Manager. Eligible bonds originally subscribed for through an IFISA established on the Tifosy Platform may be bought and sold through the Tifosy Exchange and may be subscribed for inside or outside of a Tifosy IFISA. Please note, eligible bonds may be subscribed for on the Tifosy Exchange through a Tifosy IFISA even if they were not originally subscribed for through a Tifosy IFISA.
   2. Please see the IFISA section of the Tifosy Investor Terms for further details.
9. Fees AND Payment
   1. Tifosy will charge a £25 administration fee in respect of any trade registered on the Tifosy Exchange. This administration fee will be deducted from the Tifosy Wallet of the seller following successful completion of the transaction. Please note Tifosy reserves the right to review its fees and payment terms in respect of the use of the Tifosy Exchange.
10. Use of your Personal Information
    1. This paragraph is in addition to the Privacy Policy. In order to execute the transfer of securities via the Tifosy Exchange, Tifosy is required to share certain personal data (including your name, address and unique Tifosy identifier) with the counter party to the transfer. Should Tifosy reasonably need to share additional personal data in order to execute a transfer of securities, you will be notified prior to any disclosure. Continuing with the transfer of securities where there is a need to share additional personal data will be deemed to be consent for Tifosy to share the required personal data.
11. Tax
    1. Selling or buying securities on the Tifosy Exchange may result in a change to your tax position. This may include but is not limited to capital gains tax, stamp duty, stamp duty reserve tax. It is solely your responsibility in respect of any such tax implications and Tifosy shall bear no responsibility in respect of them, including notifying you that they have or may have arisen.
12. Severability
    1. Tifosy has made every effort to ensure that the Tifosy Exchange Terms adhere strictly with the relevant provisions of the UK Unfair Contract Terms Act 1977 and other applicable laws. In the event that any of these provisions are found to be unlawful, invalid or otherwise unenforceable, that provision will be deemed to be severed from these Tifosy Exchange Terms and shall not affect the validity and enforceability of the remaining Tifosy Exchange Terms. This clause in respect of ‘severability’ shall apply only within jurisdictions where a particular term is illegal.
13. No Waiver
    1. Should either you or Tifosy fail to exercise any right or remedy contained in the Tifosy Exchange Terms, this does not mean that you or Tifosy have waived that right or remedy and shall not be considered as a waiver.
14. Governing Law AND JURISDICTION
    1. These Tifosy Exchange Terms, and the relationship between you and Tifosy created by it, shall be governed by and construed in accordance with the laws of England and Wales.
    2. By using the Tifosy Exchange, you agree to submit to the exclusive jurisdiction of the courts of England and Wales, which means that any legal action against Tifosy or against you in respect of the Tifosy Exchange, must be brought in one of these courts.
15. General
    1. If you wish to communicate with us about anything related to these Tifosy Exchange Terms, you may do so by emailing exchange@tifosy.com.