1. Introduction
   1. These terms and conditions (the “Investor Terms”) constitute a legal agreement between Tifosy Limited, a company incorporated in England and Wales with company number 08504907 and with its registered address at 24 St. James's Square, London, SW1Y 4JH (“Tifosy”) and you as a prospective investor.
   2. These Investor Terms set out the terms of the relationship between you as an investor in shares or debt securities offered by a company or club (the “Investee”) further to an offer document, information memorandum or other investment opportunity content or documentation (“Investment Document”) made available by the Investee and hosted on the Tifosy website, mobile application or other means of accessing the Investment Document located at www.tifosy.com (the “Website”).
   3. Tifosy is authorised and regulated by the Financial Conduct Authority (the “FCA”) under reference number 717605 and acts as arranger in respect of your investment in shares or debt securities offered by the Investee further to the Investment Document (the “Investment”).
   4. By using the Website to access the Investment Document, you confirm that you accept these Investor Terms and that you agree to comply with them. If you are using the Website in connection with your organisation, the terms ‘you’ or ‘your’ in these Investor Terms are also a reference to the business, charity institution or other organisation or entity on whose behalf you act when making an Investment on the Website. If you do not want to be bound by these Investor Terms please do not access any Investment Document or make any Investment. These terms apply to all Investments made through Tifosy from time to time.
   5. These terms may be updated from time to time so you are advised to check the terms and conditions each time you are considering an Investment.
2. Incorporation of other terms and access to investments
   1. By agreeing to these Investor Terms, you acknowledge having read, understood and agreed to:
      1. the Website terms of use, accessible online at https://www.tifosy.com/en/terms and the Tifosy privacy policy, accessible online at https://www.tifosy.com/en/privacy;
      2. the general risks of investing through Tifosy, accessible online at https://www.tifosy.com/en/risk_warnings;
      3. the specific terms and conditions set out in the Investment Document including the risk warnings and disclaimers contained therein both before/after registration and login on the Website;
      4. any legal agreement presented in the Investment Document (which may be with the Investee) or as otherwise notified to you including, without limitation, any applicable bond instrument as part of a debt investment, any applicable subscription agreement, articles of association and/or declaration of trust with a nominee company as part of an equity investment; and
      5. the Custody Terms (as defined below) related to the provision of custody and nominee services and/or the IFISA Terms (as defined below) related to the establishment and operation of an innovative finance individual savings account if applicable to your Investment.
   2. In the event of a conflict between these terms and conditions and the terms set out in the Investment Document, the terms and conditions set out in the Investment Document shall take priority.
   3. In order to use the Website and make an Investment, you acknowledge that you must have successfully completed Tifosy’s on-boarding process, which includes completing an investor categorisation and eligibility questionnaire, and you agree that Tifosy may rely on the responses and confirmations given by you as part such process and that they form part of the terms on which Tifosy provides services to you.
   4. Investment opportunities listed on www.tifosy.com are not offers to or open to the public and your agreement to these Investor Terms signifies that Investments are not open to the public and that you are only able to make an Investment after becoming a member of Tifosy. Registration and agreement to these Investor Terms allows membership which Tifosy may, in its sole discretion, terminate at any time.
3. Registration Process
   1. During the process of registering on the Website (the “Registration Process”) you must provide Tifosy with the following:
      1. your full name;
      2. your real email address which will be verified by means of a verification email as part of the Registration Process;
      3. a declaration that you are over 18 years of age; and
      4. any other information as requested by Tifosy from time to time.
   2. Temporary or otherwise artificial information, including email addresses, may result in your membership being suspended or terminated, any Investments cancelled and posts on the Website removed. The act of complying with Clause 3.1 above, shall constitute your express written confirmation that the email address provided to Tifosy may be used for the purpose of receiving notices or communications from Tifosy and the Investee in electronic form and to Tifosy or the Investee making information available on a website and to Tifosy providing a copy of this confirmation to the Investee.
   3. In completing the Registration Process you:
      1. represent, warrant and undertake that you are: (i) an individual who is at least 18 years old resident in the United Kingdom or a country where you may legally receive financial promotions of the nature provided by Tifosy; and (ii) legally entitled to make the Investment(s);
      2. acknowledge that any investment opportunity listed on www.tifosy.com is only available in a territory where it may be lawfully accessed and where no local or national restrictions exist which would make viewing the Investment Document or investing unlawful;
      3. acknowledge that no investment opportunity listed on www.tifosy.com is an offer to the public in the United States or any other country where such an offer may be unlawful or require the Investee or Tifosy to be registered under such countries securities laws or otherwise;
      4. undertake to keep your personal details up to date and to notify Tifosy of any changes;
      5. confirm your consent to your username being publicised as an investor in the Investee; and
      6. acknowledge that Investments may only be made in your own name and you undertake to ensure that all applications for Investments made through the Website are made exclusively on your own behalf.
   4. In order to comply with applicable anti-money laundering requirements, you further acknowledge that Tifosy may, from time to time, request from you certain information and/or documentation and you agree and undertake to provide Tifosy with such information promptly. In particular, you acknowledge that Tifosy may require information about your identification and sources of funds.
   5. Tifosy reserves the right to refuse in its absolute and sole discretion to permit any Investment.
4. CLIENT CATEGORISATION AND ELIGIBILITY QUESTIONNAIRE
   1. Not all Tifosy members are authorised to act as investors. Once you are registered as a Tifosy member, Tifosy requires you to first categorise yourself as either: (i) a ‘high net worth investor’, (ii) a ‘self-certified sophisticated investor’ or (iii) a ‘restricted investor’, in each case in accordance with the FCA’s Conduct of Business Sourcebook Chapter 4.7. This form of categorisation or “self-certification” involves electronically signing a statement (provided on the Website) that confirms that you fall within the relevant definition, and from time to time Tifosy may ask you to re-confirm any self-certification or provide evidence supporting your self-certification.
   2. Tifosy shall automatically treat you as a retail investor for the purposes of the FCA Conduct of Business Rules unless expressly agreed otherwise.
   3. Tifosy is also obliged by rules of the FCA to ask you questions in order to assess whether you have sufficient experience and knowledge to understand the risks involved in relation to investing through Tifosy. You will be asked these questions by way of an eligibility questionnaire. Following completion of the eligibility questionnaire, Tifosy may, if appropriate to do so, give you further risk warnings or not permit you to continue with an investment. If you are provided with further risk warnings this shall not constitute: (i) advice on the merits of, or a personal recommendation to invest; or (ii) any promise, assurance, representation or warranty that investing is suitable for you.
   4. Only after completing the client categorisation and eligibility questionnaire will you be deemed to be an investment-authorised Tifosy member. At this point you will be in a position to proceed with an investment but if you do not understand any of the information set out in the appropriate Investment Document you should seek advice from a person authorised by the FCA specialising in advising on unlisted securities or other appropriately qualified professional adviser.
5. FEES
   1. Tifosy does not charge any investor fees for the services provided to you in accordance with these Investor Terms. Tifosy earns income by charging issuers an agreed fee typically based on the amount of capital raised and an annual fee for acting as registrar and performing other administrative services. However, Tifosy reserves the right to impose an investor fee or charge for its services in the future. If Tifosy decides to do so, it will provide you with advance written notice by email of the proposed charges or fees and any variation of the same at which point you may terminate this agreement forthwith, if you so wish, and any outstanding orders for shares or debt securities in Investees will be cancelled.
   2. You acknowledge that ancillary charges or fees (such as bank transfer fees) may be payable by you to third parties in connection with the Investment and acknowledge that such charges or fees are not associated with these Investor Terms. You warrant to Tifosy that you shall pay such fees or charges and shall indemnify Tifosy against any loss, liability, cost or expense resulting from the same.
6. INVESTMENT PROCESS
   1. You shall be entitled to submit an online application to subscribe for shares or debt securities in an Investee further to the Investment Document (the “Application”) for a period ending on the date specified by Investee in the Investment Document (the “Offer Period”) which may be updated from time to time.
   2. The agreement in respect of the Investment is between you and the Investee such that the offer is between you and the Investee and not Tifosy. Tifosy is not a party to the Investment between you and the Investee and Tifosy’s service is limited to arranging the Investment.
   3. If you submit an Application, Tifosy will issue to you a confirmation email (the “Confirmation Email”). At any time within 14 days of receipt of the Confirmation Email, you may cancel the Application by informing Tifosy in writing that you no longer wish to proceed with the Investment. If Tifosy receives no response from you within the specified time period, you will be deemed to have confirmed the order specified in the Application and such order will become, on your part, an irrevocable contract to invest between you and the Investee. If for any reason the email cancelling the Application is not received by Tifosy (whether this is known or notified to Tifosy or not), otherwise than as a result of fraud or gross negligence by Tifosy, Tifosy shall not be liable to you or the Investee for any losses, claims or damages suffered by you, and Tifosy shall be entitled to proceed on the assumption that you have received the email and wish to proceed with the Investment.
   4. Following submission of your Application, you shall put in place payment arrangements to ensure that the subscription price in respect of the relevant Investment (as specified in the Application) is paid by you. The appropriate payment details will be provided to you in the Confirmation Email or otherwise communicated to you by Tifosy. This may require that you agree to a payment service provider’s terms and conditions or otherwise provide satisfactory evidence of payment to Tifosy. It is your responsibility to ensure that any such payment arrangements are established and maintained and that funds are transferred. Shares or debt securities in the Investee will be issued to you and the subscription price will be transferred to the account of the Investee following the end of the Offer Period. If your Application is not successful, the subscription price is not received by Tifosy or any completion condition set out in Clause 6.6 is not satisfied, then the agreement between you and the Investee shall be cancelled.
   5. Tifosy has certain responsibilities under the rules of the FCA and other applicable regulations to verify the identity of, and run anti-money laundering checks on, clients who act as investors. In order to fulfil these responsibilities, Tifosy may use third-party identification checking services to confirm your identity when you first make an Application or transfer money to Tifosy. In the event that this service is not able to verify your identity to a sufficient level of authentication, you may be asked to send Tifosy physical or scanned versions of certain identification documents.
   6. The contract to invest between you and Investee is subject to the following completion conditions:
      1. Tifosy approving the details of, and the Investee accepting, your Application;
      2. satisfaction of such anti-money laundering, fraud and identity checks as Tifosy considers to be necessary;
      3. satisfaction of any specific conditions set out in the Investment Document including, if applicable, reaching a certain minimum investment target; and
      4. payment of all fees and commissions due from the Investee to Tifosy.
   7. In making the Application, you agree that the contract to invest between you and Investor, and formed in accordance with Clause 6.3, shall incorporate any warranties given in the Investment Document (the “Warranties”) and you authorise each of Tifosy, the Investee and/or any custodian/nominee authorised by them, as your agent(s), to do all things necessary to effect registration of any shares or debt securities subscribed by or issued to you into your or the nominee company name (as applicable) and authorise any representatives of Tifosy, the Investee or any custodian/nominee authorised by them to execute any documents required to be entered into to enter your name on any applicable register.
   8. You acknowledge that the Confirmation Email (as defined below) shall be sufficient and adequate reporting of your order and that Tifosy will not obliged to supply further confirmations of the service of arranging the reception and transmission of orders and the arranging of resulting transactions.
   9. Notwithstanding anything to the contrary in these Investor Terms, where an Investment Document states that share subscriptions in an Investee will be made via a nominee, the subscription for shares by you shall not be for a subscription as legal owner of shares in the Investee and you shall instead be subscribing for a beneficial interest in shares in the Investee to be held on trust for you by a Tifosy nominee company subject to the terms of the applicable trust agreement between the nominee company and you and the constitutional documents of the associated company. Any provisions and terms in these Investor Terms impacted by such a nominee structure, including without limitation, references to orders, subscription, shares, shareholding and shareholder shall be interpreted accordingly to give effect to the nominee structure. In these circumstances, the nominee company shall be the legal owner of shares in the Investee and registered on the share register of the company rather than you.
   10. Tifosy (and not the Investee or you) shall have the absolute discretion to determine whether the conditions set out in Clause 6.6 above are satisfied at any time during the completion process prior to the issue of shares or debt securities to you by the Investee. If Tifosy determines a condition is not satisfied, Tifosy may in its absolute discretion:
       1. circulate an email to you, alongside a disclosure statement detailing the failed condition. This email shall also request that you inform Tifosy by email within the time specified in the email if you no longer wish to proceed with the Investment. If Tifosy receives no response from you within the stated time period, you will be deemed to have confirmed your order in the same manner as set out in Clause 6.3; or
       2. determine that the investment opportunity is cancelled. In these circumstances, the contract to invest between you and Investee shall not complete and there shall be no legally binding contract. Clause 6.11 below shall apply in these circumstances.
   11. If your Application is unsuccessful or the Investment is cancelled or not completed for any reason, no substitute service will be provided. If payment has already been made, Tifosy will arrange a refund to you or, if the funds are no longer within its control, use its reasonable endeavours to liaise with the Investee or the applicable third party on behalf of the Investee to arrange the refund. You consent to Tifosy releasing such information as is reasonably necessary in order to permit the processing of the refund and you undertake to co-operate with Tifosy and the Investee, including in relation to any transaction fees or charges, to facilitate the cancellation of the Investment and the return of the payment. For the avoidance of doubt, should an Investee not ultimately attain the stated desired target level of investment as set out in the Investment Document, you confirm that neither the Investee nor Tifosy is required to inform you of this failure, and you may still be required to purchase the shares or debt securities, provided that the conditions in Clause 6.6 are met. If the conditions in Clause 6.6 are not satisfied for any reason, the agreement for investment between you and the Investee will not complete.
   12. The terms relating to the provision of any rewards for investment advertised in the Investment Document shall constitute part of the agreement formed between you and the Investee. Tifosy shall not be responsible for the provision of such rewards and shall not be liable for any delay or failure of the Investee in the provision of such rewards.
   13. The Warranties are made by the Investee to you and vice versa. Tifosy accepts no responsibility for enforcing any Warranties. If you seek to enforce any of the Warranties you shall bear all costs incurred in connection with such enforcement.
7. INVESTEE ARTICLES OR BOND INSTRUMENT
   1. You acknowledge that, as a consequence of making an Application that is ultimately successful, you shall become either:
      1. a shareholder and be subject to the terms of the Investee’s articles of association (which constitute an agreement between all of the Investee's shareholders) which will include certain restrictions on the shares issued and certain rights and obligations which attach to such shares; or
      2. a debtholder and be subject to the terms of the Investee’s bond instrument or other debt instrument (which constitute an agreement between each debtholder and the Investee) which will include certain restrictions on the debt securities issued and certain rights and obligations which attach to such debt securities.
   2. The articles of association or bond instrument applicable to the Investment will be in the form set out in the Investment Document or as may otherwise be disclosed to you by Tifosy and/or the Investee.
8. TIFOSY WALLET
   1. If you become an investment-authorised Tifosy member, upon logging into the Website you will be able to access a section called “Wallet” (referred to herein as the “Tifosy Wallet”). The purpose of your Tifosy Wallet is to receive and hold money invested or distributed in connection with Investment(s) in each of the currencies Tifosy supports.
   2. In order to complete an Investment through the Website, you may be required to transfer money into your Tifosy Wallet within a set period of time, as described in the relevant Investment Document. You can transfer money into your Tifosy Wallet at any time as described in paragraph 8.4 and subject to Tifosy’s anti-money laundering, identity and other checks you can withdraw money from your Tifosy Wallet as described in paragraph 8.6. You can check the balances at any time by visiting the “Wallet” section of your Tifosy profile.
   3. The balance of your Tifosy Wallet is divided into two: (i) the “Available Balance” meaning the funds that have been received by Tifosy and are available for investing or withdrawing; and (ii) the “Committed Balance” meaning the funds that have been received by Tifosy and committed by you as part of an Application. When you make and pay for an investment through Tifosy, the amount of money you have invested will be deducted from your Tifosy Wallet in the currency that corresponds with the relevant Investment. For the period between when you make the Application and when the Investment is completed (as described in the relevant Investment Document), the Committed Balance will continue to be held in the segregated client money account in accordance with the Custody Terms, but it will not appear as part of the Available Balance shown in your Tifosy Wallet, and it will not be available for you to withdraw. Once the Investment is completed, the money will be transferred, along with the money committed by other investors, from the relevant client money account to the investee entity. If the investment is not completed (as described in the relevant Investment Document), the money will remain in the client money account and will be credited back to the Available Balance of your Tifosy Wallet.
   4. You can transfer money into your Tifosy Wallet by the means set forth on the Website which typically include card transfer and bank transfer. If you use a card to transfer money to your Tifosy Wallet, a third-party payment service will be used and, although such money will be immediately displayed in your Available Balance, it may take several days until the money is received in the relevant client money account. If you use bank transfer to transfer money to your Tifosy Wallet, depending on the jurisdiction and bank, it may take several days before it is received by Tifosy and displayed in your Available Balance. Tifosy will provide you with an email confirmation in respect of all funds received into your Tifosy Wallet.
   5. You can transfer money into your Tifosy Wallet in either sterling or euro and such funds will be held by Tifosy in separate accounts denominated in those currencies. Tifosy will never convert funds held in your Tifosy Wallet from one currency into another currency and payments for, and returns from, Investments will be made in the currency that corresponds with the relevant Investment. You acknowledge that if you transfer money in a different currency your bank may charge you a conversion fee and the final amount received may be less than you might expect.
   6. You may request a withdrawal of an amount up to the Available Balance of your Tifosy Wallet at any time. In order for Tifosy to process this withdrawal you must have completed your Tifosy profile by adding appropriate security questions to your account and linking a single bank account to pay to in your name. You acknowledge and agree that it may take up to five (5) business days for payments and delivery of withdrawals to clear into a UK based account, and it may take longer to clear into an overseas account.
   7. Any money that has been transferred to your Tifosy Wallet and not withdrawn or used to fund an Investment will be held in a client money account at a major UK bank in accordance with the Custody Terms. You will not receive interest on any money held in the Tifosy Wallet.
   8. When proceeds are paid to you from an Investment, the money will be credited to the Available Balance of your Tifosy Wallet, and it will be held in the relevant client money account, in accordance with the Custody Terms just as if you had transferred the money into your Tifosy Wallet directly and will be available for you to withdraw. If proceeds are paid via a third-party broker or other intermediary it may take several days until the money is received in the relevant client money account, and it may not be treated as client money under the rules of the FCA during this time.
   9. From time to time after you have made your first transfer into your Tifosy Wallet, Tifosy may need to run additional anti-money laundering identity checks on you. By accepting these Investor Terms, you expressly agree that Tifosy may run any and all of these checks on you, and that you may not be able to transfer further money into, or make a withdrawal from, your Tifosy Wallet or make an Investment until and unless these checks are completed. Tifosy will not be liable for any losses, damages or costs arising from its conduct of these checks or your inability to transfer money into your Tifosy Wallet or make Investment(s) while the checks are pending or as a result of the unsatisfactory completion of the checks.
9. INVESTMENTS AND NEXT OF KIN
   1. You are encouraged to ensure that arrangements are put in place for your next of kin to be informed of your Tifosy membership and any Investments or funds held in your Tifosy Wallet.
10. REGULATION AND LIABILITY
    1. You confirm that any decision to make an Application and invest in an Investee is not based upon any representation, information, action, omission or otherwise of Tifosy, its subsidiaries or affiliates or the officers or employees of Tifosy, its subsidiaries or its affiliates.
    2. You acknowledge that Tifosy approves certain publications, including the Investment Document as financial promotions but that Tifosy does not provide advice or any form of recommendation regarding the suitability or quality of the Investment and you confirm that you shall take no inference from or make any reference to the same.
    3. You acknowledge and accept that the Investee may contact you (by means email, social media or otherwise) and as such Tifosy’s investigation of the content of all communications issued by an Investee is limited. Accordingly, Tifosy makes no warranty or representation and assumes no liability in respect of such communications. You must make your own assessment of the viability, accuracy and prospects of a relevant Investee and any relevant investment propositions and should consult your own professional advisers should you require any assistance in making such an assessment. In particular, your attention is drawn to the disclaimer, risk warnings and regulatory notices in each Investment Document.
    4. You warrant, represent and undertake to Tifosy that you: (i) are correctly categorised under Clause 4.1 above; and (ii) shall comply with any terms and conditions associated with the use of the Website, and in particular undertake not to post any illegal, defamatory or inappropriate material or advice to invest and acknowledge that Tifosy will in its absolute discretion have the power to determine whether posts breach this Clause 10.4 or are otherwise inappropriate and may be removed by Tifosy.
    5. You acknowledge that Tifosy has not and will not provide you with any advice or recommendations in relation to the Investment. Nevertheless, it is typically considered prudent for investors to consider spreading their risk over multiple investments and Tifosy encourages this approach.
    6. You acknowledge that in approving the Investment Document as a financial promotion, Tifosy has concluded that the Investment Document, taken as a whole, are fair, clear and not misleading. You acknowledge that in doing so, Tifosy has reviewed factual statements and, where relevant, obtained evidence of the accuracy of such statements from the Investee. However, your attention is drawn to the fact that such evidence is obtained from the Investee itself and has not been audited by Tifosy, which means that it may contain inaccuracies, be incomplete or be false.
    7. You acknowledge that Tifosy has checked that aspirational statements contained within the Investment Document are phrased appropriately in light of their speculative nature. However, you acknowledge that the Investee is likely to be part of a company or club that has high ambitions which may be unachievable and exaggerated. You acknowledge that Tifosy may approve statements that convey those ambitions even where it does not believe or does not have a view on whether it is likely, that they will be fully realised and you acknowledge that Tifosy encourages you to consider the information in this context.
    8. You acknowledge that tax treatment depends on your individual circumstances and may be subject to change in future. You acknowledge, in particular, that if investing through an innovative finance ISA it is your responsibility to ensure that you comply with the terms thereof, including the maximum annual subscription limit, and if you do not do so, this may make your innovative finance ISA invalid (known as voiding). For further information, please see the IFISA Terms.
    9. Nothing in these Investor Terms shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their agents or employees nor for fraud by or on behalf of either party. Nothing in these Investor Terms shall limit any liability to the extent that liability may not be excluded or limited by any applicable law or regulation.
    10. With the exception of Clause 10.9 above, and subject to any limitations and/or exclusions of liability specified in the Custody Terms, Tifosy’s liability (which shall include Tifosy Limited, its subsidiaries, affiliates and each of their directors, officers and employees) in contract, tort, negligence, pre-contract or other representations or otherwise arising out of this agreement or the performance of its obligations under this agreement shall be limited in aggregate to the lesser of the total amount invested by Investor on www.tifosy.com up to the date of the event leading to the claim or £1,000.
    11. Tifosy shall not be liable in contract, tort (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise for: (a) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings); or (b) any special, indirect or consequential losses; whether or not such losses were known to the parties at the time of the Application and/or Investment.
    12. Where your Investment is via a nominee, the nominee company shall be responsible for the administration of the nominee and trust agreement in accordance with the relevant trust agreement (and save where the nominee is a subsidiary or holding company of Tifosy) neither Tifosy, nor any subsidiary or holding company of Tifosy, shall be a party or trustee to the nominee agreement or otherwise responsible for the your beneficial shareholding via the nominee company or otherwise and is not liable for the actions or inactions of the nominee company or for loss or damage of any nature arising from investment via a nominee.
11. TERMINATION
    1. It is a condition of investing through Tifosy that you agree to these Investor Terms. If you do not wish to be bound by these Investor Terms, you may terminate the agreement constituted hereby by giving Tifosy one month’s written notice and not viewing any Investment Document or making any Application. If you have an outstanding or incomplete Application for Investment in any Investee, you may only terminate this agreement if you have withdrawn your Application by responding to the Confirmation Email within 14 days of receipt confirming your withdrawal. Withdrawal of an Application, in and of itself, will not be deemed to terminate this agreement and you should contact Tifosy specifically if you wish to proceed with termination and further deletion of your Tifosy membership.
    2. Once an Application has been made firm with an Investee in accordance with this agreement, you have entered into a contract directly with the Investee on such terms as are agreed with the Investee and Tifosy shall have no further obligations or involvement in the Investment unless otherwise notified to you and/or unless Tifosy is providing custody and/or nominee services in relation to such Investment.
    3. If Tifosy is providing custody and/or nominee services in relation to your Investment(s) and this agreement with Tifosy (including such custody and/or nominee services) is terminated, for whatever reason, the provisions of the Custody Terms will apply in relation to the consequences of such termination in respect of the custody and/or nominee services.
    4. Tifosy may suspend or terminate this agreement at any time in the event that:
       1. you breach these Investor Terms; or
       2. Tifosy suspects that you have been involved in any criminal or otherwise improper activities,
       and your use of the Website and any Tifosy platform will be suspended or terminated (as appropriate).
    5. If there is any money in your Tifosy Wallet at the time of such suspension or termination in accordance with Clause 11.4, you may be notified that you have a limited period of time in which to withdraw such money, after which time we will transmit the money by such means as we deem appropriate (including, without limitation, refunding a card you used to make a payment into your Tifosy Wallet, making a bank transfer to a bank account you have previously notified us to be associated with you, or sending a cheque or money order for such money to the address in your profile) and, upon doing so, will reduce the balance of your Tifosy Wallet to zero.
    6. If suspension or termination occurs whilst you have placed Application that has not been completed by the issue of shares or debt securities in the relevant Investee, Tifosy reserves the right to inform the Investee of the termination and take such steps as are necessary to ensure that your Application is not completed.
    7. If suspension or termination occurs due to a suspicion of fraudulent activity or a connection to a criminal offence, we will follow the relevant legislative process with respect to how that investment is handled which may include freezing or blocking access to your Tifosy Profile and Tifosy Wallet.
    8. Clauses 6, 7, 8, and 10 shall survive termination of the agreement constituted hereby and if you have made an Application through Tifosy then any clause herein that is required in order to give effect to that Application and the subsequent Investment (including any terms and conditions in relation to Tifosy’s custody and/or nominee services, if applicable) shall also survive.
12. COMPLAINTS AND QUERIES
    1. Should you have any complaints or queries about the services provided by Tifosy, please contact Tifosy in writing at the 24 St. James's Square, London, SW1Y 4JH, United Kingdom.
    2. As an investor you shall be treated as a customer of Tifosy and you may, therefore, have the potential to be compensated out of the Financial Services Compensation Scheme in the event that Tifosy should fail in the conduct of its FCA regulated activities. However, you will not be able to claim under the Financial Services Compensation Scheme merely because the Investee fails or does not perform to expectations.
    3. Communications with or from Tifosy shall be in the English language. In the event these Investor Terms are translated into a different language, English shall be deemed the original version and shall take precedence.
13. WAIVER
    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. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
14. NO PARTNERSHIP OR AGENCY
    1. Nothing in these Investor Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
15. ASSIGNMENT, VARIATION AND SEVERABILITY
    1. The provisions of this agreement shall not be assigned, transferred, mortgaged, charged or otherwise encumbered by you without the written consent of Tifosy. Tifosy may assign this agreement without restriction subject to compliance with applicable law and regulation.
    2. These Investor Terms may need to be updated or amended from time to time to comply with law or to meet changing business requirements. Tifosy may make such changes without your specific agreement where those updates are, in its reasonable opinion, of an immaterial and routine nature and it may not always be able to give you advanced notice of such updates or amendments but they will always be posted on the Website so you can view them. By continuing to use Tifosy’s services, you agree to be bound by the terms of any such updates and amendments.
    3. In the event that any of the provisions of these Investor Terms are found to be unlawful, invalid or otherwise unenforceable, those specific provisions shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions.
16. NOTICES
    1. Any notice or other communication required to be given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or (in any other case) its principal place of business or residential address, or sent by email to the email address notified to the other party in accordance with this agreement. The email address for the service of notices on Tifosy is info@tifosy.com.
    2. Any notice or communication shall be deemed to have been received if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address, or if sent by email, at 9.00 am on the next working day after transmission, or otherwise at 9.00 am on the second business day after posting or at the time recorded by the delivery service.
17. GOVERNING LAW AND JURISDICTION
    1. These Investor Terms and any dispute or claim arising out of or in connection with these Investor Terms or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
    2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Investor Terms or their subject matter or formation (including non-contractual disputes or claims).

Custody and nominee Services terms and conditions

1. Introduction
   1. These are the terms and conditions (“Custody Terms”) on which Tifosy provides custody services in relation to any payments received by Tifosy from you (“Cash”) which includes any subscription price and any monies distributed in respect of your Investment(s) and/or your Tifosy IFISA (as such term is defined in the Innovative Finance ISA Terms and Conditions).
   2. These Custody Terms also set out the terms Tifosy is willing to offer nominee shareholder services through Tifosy Investment Nominees Limited, a company registered in England and Wales with company number 12023448 and with its registered address at 24 St. James's Square, London, SW1Y 4JH, United Kingdom, its associated nominee company and/or any third party that Tifosy may use as a nominee for the purpose of the nominee services from time to time “Nominee Company”) in respect of your Investment(s).
   3. These Custody Terms apply in conjunction with and form part of the Investor Terms. Unless specified otherwise in these Custody Terms, any defined terms used in these Custody Terms shall have the same meaning as defined in the Investor Terms. If there is any conflict or inconsistency between the provisions of these Custody Terms and the provisions of the Investor Terms, these Custody Terms shall prevail.
   4. Tifosy may, from time to time, appoint a third party to provide custody, receiving agent and/or nominee services in respect of certain Investment(s), in which case the terms and conditions of any such third party provider shall apply, as notified to you during your Application process.
2. Safekeeping of Cash
   1. Tifosy will use the same reasonable standard of care with respect to the safekeeping of all Cash held by Tifosy on your behalf (in connection with your Investment(s) and/or Tifosy IFISA or otherwise) as Tifosy use in respect of similar property of Tifosy.
   2. Your Cash will be held by Tifosy as “client money” for the purposes of the FCA Handbook, which means that it will be:
      1. held in Tifosy’s client bank account which is set up as a statutory trust account. This means that your Cash will be held by Tifosy as trust assets in your favour and not as Tifosy’s own property;
      2. segregated from Tifosy’s own money;
      3. held together with money from Tifosy’s other clients;
      4. identifiable in Tifosy’s books from other client’s funds for the purpose of recording your entitlement to your Cash;
      5. unavailable to Tifosy’s creditors in the event of Tifosy’s insolvency; and
      6. if there is a shortfall in Tifosy’s client money account in the event of Tifosy’s insolvency, your entitlement and the entitlements of Tifosy’s other clients whose funds are held in such account will be shared in proportion to such entitlements (determined in accordance with the FCA Handbook).
   3. Your Cash will be held in Tifosy’s client bank account with a banking institution of its choice, based in the United Kingdom. Tifosy will exercise due skill, care and diligence in accordance with the FCA Handbook when selecting a banking institution for this purpose and will review its selection periodically to ensure that the banking institution is appropriate and adequate to hold client money. In the event the selected banking institution becomes insolvent and there is a shortfall in Tifosy’s client money account, you will share proportionally with other creditors of the banking institution, in proportion to your Cash held in such client money account. Please note that the rules could be different if the banking institution where Tifosy holds client money account is not based in the UK.
   4. Where Tifosy has not heard from you for a period of six (6) years in respect of your Cash, Tifosy will have the right to pay or transfer your Cash to a registered charity selected by Tifosy. Before Tifosy make such payment or transfer, Tifosy will take reasonable steps to contact you either by telephone, post or email at least three times (with at least 28 days breaks between each communication attempt). If, after Tifosy have transferred or paid your Cash to a registered charity in accordance with this clause 2.4, you make a valid claim in respect of such Cash, Tifosy will promptly return the value of such Cash to you.
3. Safekeeping of Investment(s)
   1. Investment(s) will, unless otherwise agreed in writing, be registered in the name of the Nominee Company.
   2. Your Investment(s) will be held by the Nominee Company on trust for you. This means that you will remain the beneficial owner of your Investment(s), i.e. the Investment(s) will belong to you, whilst the Nominee Company will hold the legal title to your Investment(s) on your behalf. Your Investment(s) will always be identifiable as your Investment(s) in Tifosy’s books, although your name will not appear on the register of the shareholders of the Investee; it will be the Nominee Company’s name that will appear in the register of shareholders of the Investee. Following your agreement to these Custody Terms Tifosy shall procure that the Nominee Company will issue a declaration of trust confirming your rights to the Investment(s), which you will be able to view on the Website. You can also request a copy from Tifosy for your records.
   3. Tifosy and the Nominee Company will maintain a register of beneficial interests in respect of any Investment(s) in respect of which it provides nominee shareholder services which will include, where applicable, email addresses of the beneficial owners (the (“Nominee Register”) for use in communicating with such beneficial owners electronically. A copy of the Nominee Register will be available electronically upon request by the Investee to Tifosy for the purpose of verifying the identity of any beneficial owners and/or enabling beneficial owner to attend Investee shareholder meetings.
   4. From time to time the Investee may require information about the beneficial owners of its securities and as such you agree to provide promptly, and not later than within ten (10) business days, any information requested by the Investee(s) that the Investee(s) is legally entitled to request, for example to comply with its regulatory obligations. This may include contact details, declarations as to your nationality or beneficial ownership declarations.
   5. You confirm that the Nominee Company shall have full power to exercise all voting rights, powers and privileges attaching to your Investment(s) including receiving notice of, attending and voting at any general meeting of the members of the Investee, including meetings of the members or any particular class of member, and all or any adjournments of such meetings, or signing any resolution as registered holder of the Investment(s) and for such purpose to do all such acts and things and execute all such deeds and other documents as it sees fit on your behalf in accordance these Custody Terms
   6. The Nominee Company shall receive all interest, dividends, bonuses and other payments or distributions in respect of your Investment and all sale proceeds, redemption money and capital sums in respect thereof, and provided it has received the necessary funds from the Investee, shall promptly account to you (via Tifosy) for any such payments received from the Company after deducting any applicable taxes, duties or other sums that may be payable.
   7. Tifosy shall use reasonable endeavours to promptly notify you of the matters which require a decision to be made by investors in respect of an Investment and make available by email or the Website all notices, tender or exchange documents and similar documentation relating to:
      1. any meetings of shareholders; and
      2. any other relevant written information relating to the Investment(s),
      which the Nominee Company actually receives from the Company or the parties to such offers.
   8. Tifosy shall provide you with shareholder documentation where the Investee supplies this to the Nominee, but Tifosy cannot be held responsible if the Investee fails to do so.
   9. Tifosy will also provide instructions on how to instruct the Nominee Company to cast votes in respect of your Investment(s) which are held by the Nominee Company as nominee for you.
   10. In relation to exercising any voting rights and/or attending any shareholder meetings of the Investee, Tifosy will normally collect voting preferences via its Website, including by presenting the actions the Nominee Company has offered to take on behalf of the relevant investors
   11. Tifosy will vote in line with your voting instructions where these are received at least four (4) business days prior to the relevant meeting. If you do not give Tifosy any instructions in that time frame, Tifosy will not vote on your behalf and will abstain in respect in respect of the number of shares in the Investee which are held by the Nominee Company as nominee for you in respect of an Investment.
   12. Alternatively, depending on the articles of association of the Investee you may be appointed as a proxy or authorised representative for the Nominee Company and be entitled to attend and vote at shareholder meetings on behalf of the Nominee Company on a show of hands, and on a poll but only in respect of the number of shares in the Investee which are held by the Nominee Company as nominee for you in respect of an Investment. If you wish to attend a meeting you must notify Tifosy at least four (4) business days prior to the relevant meeting and request a letter of representation is sent by Tifosy to the Investee on your behalf. On receipt of a valid request to attend an Investee shareholder meeting, Tifosy shall send you via email or on the Website an acknowledgment of your right to attend the shareholder meeting. You must present your acknowledgment and a form of valid identification when attending a shareholder meeting of the Investee and comply with any specific requirements set by the Investee. Except in accordance with this Clause 3.12 or where alternative arrangements are agreed by Tifosy you shall have no right to attend or vote at a shareholder meetings of an Investee in respect of your Investment(s).
   13. Attendance at shareholders meetings of the Investee in person will at all times remain subject to Government restrictions that may be in place at the time of the meeting arising from the COVID-19 situation or any other restrictions or rules as implemented by the Investee from time to time. Where any such restrictions are in place Tifosy shall notify you of any alternative arrangements put in place by the Investee.
   14. If you wish to issue any specific instructions to the Nominee Company to carry out any other activity outside the scope of the Nominee Services set out in these Custody Terms and/or the Investment Document, you will notify Tifosy in writing in reasonable time (as Tifosy may direct). You acknowledge and agree that Tifosy may require payment from you of a reasonable fee plus reasonable expenses before carrying out any such instructions. Tifosy shall use reasonable efforts to take all steps necessary to comply with such instructions.
   15. In the event of a takeover, a capital reorganisation, conversion, pre-emptive offer or other corporate action relating to the Investee, Tifosy will endeavour to notify you promptly and implement any instructions you give us provided that Investee gives Tifosy adequate notice of the proposals and also that Tifosy receive your instructions within any time frame set by the Investee and any necessary payment in good time so as to allow Tifosy to take appropriate action. Tifosy will not accept a takeover offer or other offer for your Investment(s) in the absence of your instructions except where your investment(s) are compulsorily acquired. In the event of a compulsory acquisition, Tifosy will accept the basic terms of the acquisition on your behalf, but will not exercise choices or elections, in the absence of your specific instructions received before the relevant deadline.
   16. If you wish to transfer the legal title in your Investment(s) in or out of your direct ownership, Tifosy will procure that the Nominee Company takes all reasonable steps necessary to effect the transfer as you direct in a prompt and timely manner, subject to the receipt of a fixed administration fee of £25.00 from you and the prior written consent of the relevant Investee (if such consent is required to effect the transfer). Following a transfer of your Investment into direct ownership, you will be responsible for any contractual or administrative arrangements with the Investee and will no longer benefit from the Investor Terms and Custody Terms. Tifosy reserves the right to request further details of any of the prosed transferee prior to procuring a transfer to or from the Nominee Company on your behalf.
   17. If you wish to Transfer the beneficial ownership of your Investment(s) on the Tifosy Exchange, which is a notice board hosted by Tifosy, this will at all times be subject to Tifosy’s Exchange Terms and Conditions as amended from time to time.
   18. Tifosy will not borrow or lend Investment(s) held for you as custodian or nominee, or enter into sale and/or repurchase transactions, or use any Investment(s) for its own account, or hold Investment(s) as collateral for other transactions or for the account of any other client, without your written consent and on terms to be separately agreed.
   19. Where there have been no instructions from you or on your behalf in respect of an Investment for a period of twelve (12) consecutive years, Tifosy will have the right to liquidate the Investment at market value and pay the proceeds to a registered charity of its choice or transfer the Investment to such a registered charity. Before Tifosy makes such payment or transfer, Tifosy will take reasonable steps to contact you either by telephone, post or email at least three times (with at least 28 days breaks between each communication attempt). If, after Tifosy has transferred or paid away your Investment to a registered charity in accordance with this clause 3.19 you make a valid claim in respect of such Investment, Tifosy will promptly return the value of this Investment to you.
   20. Please note that the procedures described in this clause 3 will at all times be subject to any matters regarding voting, attendance at meetings etc provided for in the Investee’s articles of association and any policy decisions implemented by the Investee and its board of directors in respect of the conduct of shareholder meetings.
   21. Except as provided for in this clause 3 and when you provide instructions to Tifosy, Tifosy shall have no duty or responsibility to attend shareholders’ meetings on your behalf, vote or take any other action in respect of your Investment(s).
4. Transactions
   1. You acknowledge and agree that Tifosy will settle transactions relating to your Cash, Investment(s) and/or Tifosy IFISA (each a “Transaction”) based on instructions given by you and that Tifosy does not provide any advice as to the merits of any Transaction nor does Tifosy assess whether any such Transaction is suitable for you.
   2. Tifosy will use reasonable efforts to settle the Transactions in accordance with your instructions, provided that: (a) Tifosy holds, receives or has credited to its order all necessary documents (for example board minutes from an Investee company under the Transaction) or Cash in advance of the contractual settlement date and in accordance with Tifosy’s directions; and (b) Tifosy receive comprehensive, correct and timely instructions from you, in a manner prescribed by Tifosy from time to time (e.g. via the Website or to a designated email address).
   3. In the event Tifosy make a payment to any third party pursuant to a valid instruction from you and Tifosy have not received an appropriate amount of Cash from you (for example, but without limitation, if a cheque is dishonoured, or a card payment is reversed or cancelled), you will pay Tifosy on demand, by such payment method as Tifosy may specify, the shortfall together with any additional costs and/or expenses incurred by Tifosy.
   4. Tifosy will not transfer an Investment and/or Cash (as applicable) to a third party, other than a party to a Transaction, unless specifically instructed by you in writing in accordance with these Custody Terms.
   5. You acknowledge and agree that it may take up to five (5) business days for payments and delivery of Cash to clear into a UK based account and it may take longer to clear into an overseas account.
   6. Unless Tifosy in its sole discretion decides otherwise, Tifosy shall operate a settlement system under which your Cash is debited with the purchase cost as of the actual date of settlement with the counterparty or agent concerned, or credited with the proceeds of sale on the actual date of receipt of cleared funds (irrespective of the contractual date of settlement) and your Investment is credited or debited accordingly.
   7. If Tifosy, in its sole discretion, settles a Transaction before receiving or having credited to Tifosy’s order any necessary documents or Cash, then pending such receipt or credit, Tifosy shall, notwithstanding any entry made in its books, have no obligation to account to you for the relevant Cash and/or Investment(s) (as applicable). If you do not provide the necessary Cash or documents promptly, Tifosy may, at its sole discretion: (a) settle the Transaction on its contractual settlement date and charge you for any costs incurred in doing so; (b) settle the Transaction late and charge you for any costs incurred as a result of late or failed settlement; or (c) reverse any entry in Tifosy’s books and fail to complete the Transaction.
5. STATEMENTS
   1. Tifosy will issue statements (via the Website) of the Investment(s) and/or any Cash (as applicable) held on your behalf at least once every twelve (12) months but you can contact Tifosy anytime to ask for such a statement, which Tifosy will provide within five (5) business days following receipt of such request.
6. Further provisions
   1. To enable Tifosy to perform its obligations under these Custody Terms, Tifosy may, without further authority from you do all such things and perform all such administrative duties as may be necessary in connection with any Transaction and/or your instructions or otherwise to effect the purposes of these Custody Terms, and you agree to execute such further documents or powers of attorney as may be necessary to give Tifosy the powers required by this clause 6.1 or to give effect to those powers.
   2. Tifosy (and the Nominee Company) may use agents to carry out its (and/or the Nominee Company’s) obligations under these Custody Terms. Save as otherwise provided in these Custody Terms, Tifosy will be liable for any acts or omissions of such agents as if they were the acts or omissions of Tifosy or the Nominee Company as appropriate.
   3. You will promptly give to Tifosy such information as Tifosy may require to enable Tifosy to comply with all applicable disclosure obligations or requirements from time to time under the FCA Handbook and the laws, rules or regulations of any relevant jurisdiction, exchange, market or regulatory authority in each case to the extent applicable from time to time which apply in respect of Tifosy, you and/or the Cash or the Investment(s).
   4. Tifosy reserves the right to delay acting on any particular instruction from you in order that Tifosy can get additional information from you, and/or comply with any law or regulations, and/or investigate the validity or any other aspect of the instruction.
   5. Tifosy cannot take any part in, nor take any responsibility for, arrangements between joint holders over sharing information or accounting among themselves.
   6. If there should be any dispute or court proceedings concerning your Investment(s) or your interest in an Investment, you shall notify Tifosy immediately. If Tifosy becomes aware of a dispute between the you and a third party, or between any joint holders, over ownership of an Investment, Tifosy may decide that Tifosy must see an agreement signed by the disputing parties or a court order determining ownership before Tifosy can act on any more instructions
7. Liability
   1. If the Nominee Company is an affiliated company of Tifosy and fails to account to Tifosy for any Transactions or Investment(s) for any reason or otherwise fails to deliver up any Investment(s) or the proceeds of sale of any Investment(s), or otherwise to perform its obligations, Tifosy accept liability for any acts or omissions of such Nominee Company. In respect of any third party Nominee Company, Tifosy shall, in the absence of its own (or its directors, officers, members, employees and agents) fraud, wilful default or negligence, have no liability arising out of the actions, omissions or default of any such third party Nominee Company, but shall take such steps as may reasonably be requested by you to pursue and enforce such remedies as you may have against any such third Nominee Company, subject to you accepting liability for and providing adequate security in respect of Tifosy’s costs properly incurred in connection therewith.
   2. Nothing in these Custody Terms shall limit or exclude Tifosy’s liability for: (i) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be limited or excluded by applicable law.
   3. Tifosy will not be liable whether in contract, or tort (including negligence), for:
      1. breach of statutory duty, or otherwise, arising under or in connection with these Custody Terms for: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of use or corruption of software, data or information; (vi) loss of damage to goodwill; or (vii) any indirect or consequential loss;
      2. failing to carry out any of your instructions or to do anything where the carrying out of any such instruction or the doing of such thing would be in breach of the rules of the Bank of England, the FCA or any other relevant regulatory or supervisory authority or the rules and regulations, operating procedure or market practice of any exchange, clearing house, depository or settlement system; and/or
      3. any default by any banking institution, intermediate broker, investment exchange, clearing house or market depository, provided that Tifosy take such steps as you may reasonably request to pursue such remedies as you may have against any such third party, or any such banking institution, intermediate broker, investment exchange, clearing house or market depository subject to you accepting liability for and providing adequate security for Tifosy’s costs.
   4. Subject to clause 7.2, Tifosy’s total liability to you for any claim (or a series of, or connected claims), whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Custody Terms shall be limited to the value of the Cash paid under these Custody Terms.
   5. You agree to on demand to indemnify and keep indemnified Tifosy, the Nominee Company and their directors, officers, members, employees and agents against all claims, actions, proceeding, judgements loss, liability or cost (including legal and accountants’ fees) which may arise out of directly or indirectly in connection with or as a result of any act or omission undertaken in compliance with any instruction received by Tifosy or the Nominee Company from you, which Tifosy or the Nominee Company believe in good faith to have been validly given in accordance with these Custody Terms or the declaration of trust.
   6. Neither Tifosy nor the Nominee Company will be responsible for paying any taxes or duties due in connection with your Investment(s), including but not limited to, any tax on the income received in respect of your Investment(s) or on any capital gains from disposing of an Investment.
8. Force majeure
   1. Without prejudice to Clause 7, Tifosy shall not be liable to you for any delay or failure to perform any of obligations of Tifosy under these Custody Terms by reason of any cause beyond Tifosy’s reasonable control including (without limitation): failure of transmission, communication or computer facilities; acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic; the acts of governmental or regulatory authority; terrorist attack, war, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination; and/or collapse of buildings, fire, explosion or accident.
   2. In the circumstances referred to in the above Clause 8.1, Tifosy will take reasonable steps, as required by the FCA Handbook, to mitigate the effects of such circumstances on Tifosy’s ability to perform its obligations under these Custody Terms.
9. Variation
   1. These Custody Terms may need to be updated or amended from time to time to comply with law or to meet changing business requirements. Tifosy may make such changes without your specific agreement where those updates are, in its reasonable opinion, of an immaterial and routine nature. It may not always be able to give you advance notice of such updates or amendments but they will always be posted on the Website so that you can view them. By continuing to use Tifosy’s services, you agree to be bound by the terms of any such updates and amendments.
10. Termination
    1. Your rights under these Custody terms shall cease in the event your Investment(s) cease to be held by the Nominee Company on your behalf.
    2. On termination of the Investor Terms and/or these Custody Terms, Tifosy will account to you for all Investment(s) and/or Cash (as applicable) which Tifosy hold on your behalf, except that Tifosy shall be entitled:
       1. to retain such Investment(s) and/or Cash as may be required to settle any outstanding Transactions and to pay any outstanding liabilities in respect of these Custody Terms, including liabilities to Tifosy;
       2. to sell any Investment(s) in order to realise Cash to satisfy any outstanding liability; or
       3. to cancel, close out, terminate, reverse, or refuse to settle any Transaction or do anything which has the effect of reducing or eliminating any liability in respect of any Transaction.
    3. Within one month after termination, for whatever reason, you shall collect or provide delivery instructions in respect of all Cash and/or Investment(s) held by Tifosy under these Custody Terms, failing which Tifosy shall use reasonable endeavours to deliver such Cash and/or Investment(s) to you. The delivery of your Investment(s) to you shall be effected by the transfer of your Investment(s) by the Nominee Company into your name or such other nominee as you may direct.

Innovative finance ISA terms and conditions

1. Introduction
   1. Please carefully read these Innovative Finance ISA terms and conditions (“IFISA Terms”).
   2. These IFISA Terms relate to the establishment and operation of an “ISA” meaning the tax efficient individual savings account as defined and authorised by Her Majesty’s Revenue and Customs (“HMRC”).
   3. You must accept these IFISA Terms in order to open an Innovative Finance ISA (“IFISA”) with Tifosy. These IFISA Terms apply in conjunction with and form part of the Investor Terms.
2. Innovative Finance ISA
   1. Tifosy is authorised and regulated by the Financial Conduct Authority under firm reference number 717605.
   2. Tifosy is a HMRC approved ISA manager and will be the manager of your IFISA held with Tifosy (“Tifosy IFISA”).
   3. The Tifosy IFISA is only available to clients who are UK tax resident, are authorised to invest through Tifosy and who are the sole beneficiary of any cash or investments held in the Tifosy IFISA. Tifosy IFISA investments must be made, and must remain in, your beneficial ownership and must not be used as security for a loan.
3. Opening a Tifosy Innovative Finance ISA
   1. To open a Tifosy IFISA, Tifosy must be in receipt of a completed IFISA application, together with your payment for any amount between the stated minimum subscription up to the maximum annual subscription allowance for an IFISA.
   2. You may subscribe to an ISA in any tax year (i.e. period starting on 6 April of one year and ending 5 April of the following year) for which you are either tax resident and ordinarily resident in the United Kingdom; or, although non-resident in the United Kingdom, perform duties of a Crown employee which are treated as being performed in the United Kingdom, or are the spouse or civil partner of such a person.
   3. When you open a Tifosy IFISA account, we will ask you to make a declaration. Making this declaration will allow you to subscribe for a Tifosy IFISA in the tax year that you make the declaration and for each subsequent tax year, provided you make a subscription to your Tifosy IFISA every tax year. If you do not make a subscription to your Tifosy IFISA one year then when you next want to subscribe to your Tifosy IFISA you will have to make a new declaration.
   4. In accordance with the Individual Savings Account Regulations 1998 (as amended or replaced from time to time) (the “ISA Regulations”), you are not eligible to apply if you have already subscribed to an IFISA or have already subscribed the maximum available allowance to a Cash and/or Stocks and Shares ISA, in the same tax year as you are applying for this IFISA. These restrictions do not apply if you are:
      1. transferring an existing IFISA from another ISA provider to a Tifosy IFISA (in circumstances where this is permitted under the ISA Regulations), or
      2. where you have already subscribed the maximum allowance to a cash and/or stocks and shares ISA and this is transferred to a Tifosy IFISA.
   5. If you have any questions, doubts or issues relating to ISA’s or your eligibility to hold an ISA, you should consult the HMRC website (https://www.gov.uk/government/organisations/hm-revenue-customs) or contact them directly.
   6. Any documents evidencing your title to the IFISA investments will be held by us or as we may direct.
   7. Tifosy will satisfy itself that any person to whom it delegates any functions or responsibilities under the terms agreed is competent to carry out those functions and responsibilities.
   8. Tifosy will notify you if, by reason of any failure to satisfy the provisions of the ISA Regulations, an ISA has, or will, become void. If the failure cannot be corrected or if you fail to take any action requested by Tifosy in writing within a reasonable period of time, Tifosy may close your account by written notice.
   9. Tifosy is obliged to confirm the true identity of all applicants and reserves the right to decline an application to open an account from you or any deposit.
   10. You must inform Tifosy if any declarations or confirmations you have made about your eligibility to hold an ISA no longer apply.
   11. You must inform Tifosy immediately if you are no longer a UK resident or cease to perform duties of a Crown employee which are treated as being performed in the United Kingdom or cease to be the spouse or civil partner of such a person.
4. Subscriptions and withdrawals
   1. All cash in your Tifosy IFISA will be held in accordance with the Custody Terms.
   2. Subscriptions can be made into your Tifosy IFISA account by debit card, bank transfer or cheque. Please see Clause 8 (Transfers In) for information on transferring in existing ISA funds.
   3. All subscriptions must be in cash.
   4. An initial subscription into the IFISA must be at least equal to the minimum required investment amount.
   5. The maximum you can subscribe to a Tifosy IFISA is the maximum ISA limit per tax year as prescribed in the ISA Regulations.
   6. If funds are subscribed into your Tifosy IFISA which exceed the amount prescribed in the ISA Regulations, then the excess subscription will be transferred to your Tifosy Wallet.
   7. You may make cash withdrawals from your Tifosy IFISA; however, you cannot withdraw funds which are invested in a fixed term investment such as a bond unless through any existing redemption proposition. Any returns on an investment held in a Tifosy IFISA will form part of your IFISA.
   8. Your Tifosy IFISA will be flexible. This flexibility means funds which are withdrawn can be replaced within the same tax year and this will not affect your ISA subscription limit for that year.
   9. You agree to reimburse Tifosy for any administrative fees, charges from HMRC or any tax authority incurred as a result of your failure to comply with ISA Regulations in opening your ISA, making subscriptions or the operation of your Tifosy IFISA.
5. Cancellation
   1. If you decide you no longer want a Tifosy IFISA, you will have the right to cancel your account within 14 calendar days of the date your account is opened. You can do this by emailing Tifosy at isa@tifosy.com or writing to Tifosy Limited, ISA Manager, 24 St. James's Square, London, SW1Y 4JH.
   2. When your account is cancelled, any money credited to your account will be transferred to your Tifosy Wallet. Cancellation of your IFISA will not impact any Application that you have made and you can then proceed to use your non-ISA account as per Tifosy’s Investor Terms.
   3. If you choose to cancel your Tifosy IFISA within the 14 day cancellation period outlined in clause 5.1, you will remain eligible to open an IFISA with us or another ISA manager. This will not apply if you cancel your Tifosy IFISA after this period.
6. Account closure
   1. If you wish to close your Tifosy IFISA account, you can do so by emailing us at isa@tifosy.com or writing to us at Tifosy Limited, ISA Manager, 24 St. James's Square, London, SW1Y 4JH, United Kingdom.
   2. If you have subscribed to your Tifosy IFISA during a tax year and then close the account, and do not arrange with another ISA provider to transfer the money in your account to them, you will not be able subscribe to another IFISA with another ISA provider in the same tax year.
   3. If you have subscribed to your Tifosy IFISA during a tax year and then close the account, you will be able to re-open the account with Tifosy during the same tax year.
   4. Tifosy may close your account with immediate written notice to you if it is directed to close it by HMRC.
   5. If you or Tifosy close your Tifosy IFISA, any money credited to your account will be transferred to your Tifosy Wallet. You can then proceed to use your Tifosy Wallet as per Tifosy’s Investor Terms.
   6. In closing your Tifosy IFISA, Tifosy may deduct any sums due to it.
   7. You will reimburse Tifosy for any amounts required to be paid in tax or otherwise if you close your Tifosy IFISA.
7. Death or bankruptcy
   1. In the event of your death, ISA tax exemptions will no longer apply. Any interest or gains in respect of investments that arise after the date of death to the date of closure will not be exempt from tax. When Tifosy receives notification of your death it will suspend your Tifosy IFISA.
   2. Tifosy may require a grant of probate or letters of administration before releasing any monies in your Tifosy IFISA account to your executors. Your Tifosy IFISA will be valued for probate as at the death and dealt with as instructed by your executors.
   3. Tifosy will support the setting up of a Tifosy IFISA based on additional permitted subscriptions (“APS”) for your spouse.
   4. In the event of your bankruptcy, ISA tax exemptions will no longer apply from the date on which a trustee is appointed to manage your estate.
   5. When Tifosy receives notification of your bankruptcy Tifosy will close your Tifosy IFISA and any investments and money credited to your account will be transferred to your Tifosy Wallet.
   6. A charge of £50.00 is applied for a valuation of the deceased’s IFISA that may be required for grant of probate.
   7. You will be charged £25.00 for the administration of an account should we receive a bankruptcy order.
8. Transfers in
   1. You may transfer money into your Tifosy IFISA from an existing ISA held with another provider. An online transfer-in form will need to be completed and then Tifosy will send you a transfer authority form to approve and sign. Tifosy can then arrange for the funds to be transferred to Tifosy from your existing ISA provider in accordance with your instructions and ISA Regulations.
   2. The transfer process will begin on the date on the transfer authority form or the date you stipulate for Tifosy to begin the transfer process, whichever is later. Tifosy will then send your request for the transfer of money in your existing ISA to your existing ISA provider together with confirmation that Tifosy will accept the ISA transfer, within 5 business days of receiving your transfer authority form.
   3. Tifosy will not charge you for a transfer of an ISA from a third party ISA plan manager to Tifosy.
9. Internal transfer
   1. Cash in your Tifosy Wallet (non-ISA account) can be transferred into your Tifosy IFISA as long as it has not been already invested and will not exceed your annual ISA allowance.
10. Transfers out
    1. All transfers must be made in cash.
    2. If you choose to transfer out funds from your Tifosy IFISA to another ISA provider, you will be charged an administration fee of £35.00.
    3. You may transfer your current year’s ISA subscriptions in whole, and/or parts of any funds (together with interest) in your account from previous tax years to another ISA provider in accordance with the ISA Regulations and these conditions. You will need to contact your other ISA provider to arrange a transfer and you can choose the date funds are transferred, subject to us being allowed a reasonable period to implement that transfer. That reasonable period shall not exceed 30 days and shall be consistent with the requirements of the ISA Regulations.
11. Existing investments
    1. If you are an existing Tifosy customer, you cannot transfer existing Investments from outside your Tifosy IFISA into your Tifosy IFISA.
    2. You cannot liquidate investments (including shares or bonds) within a Tifosy IFISA to fund a transfer out.
12. Changes to Terms and Conditions
    1. Tifosy may, at any time, change the IFISA Terms by giving you written notice. Such amendment will take effect on the date specified in the written notice. For the avoidance of doubt, these changes may impact the fees and charges or the level of service provided. Any amendment that adversely affects you will not apply to sums already lent out.
    2. Tifosy may amend these IFISA Terms if it believes it necessary to respond proportionally to changes in law and regulations. Tifosy may also amend these IFISA Terms to reflect changes to its systems, administrative processes and procedures, market practice or client requirements and to reflect other legitimate cost increases (or reductions) associated with providing your Tifosy IFISA.
    3. You will be given at least 30 days’ notice in respect of any changes to these IFISA Terms unless the specific circumstances require a shorter or longer period. Any amendments will comply with any applicable laws and regulations.
13. ISA Regulations
    1. The management of your Tifosy IFISA account will be subject to the ISA Regulations. Any changes made by HMRC to the ISA Regulations that affect these terms will apply as soon as they come into effect.
    2. Tifosy will inform you if your Tifosy IFISA account has or will lose its tax exemption through any failure to meet the ISA Regulations. If an investment which was previously allowed under the ISA Regulations ceases to be allowed, Tifosy will notify you and provide instruction to transfer it out of the IFISA.
    3. These IFISA Terms are based on Tifosy’s understanding of current law and HMRC’s practice as at April 2020. These may change in the future and the favourable tax treatment of ISAs may not be maintained.
14. Cash Policy
    1. All funds transferred into your Tifosy IFISA and/or your Tifosy Wallet will be held by Tifosy as “client money” in accordance with Custody Terms.
    2. In the event you elect to make payments into your Tifosy IFISA, Tifosy may direct that you make payments to, and/or using facilities provided by a third party receiving agent services provider, as notified to you by Tifosy from time to time. You hereby agree and authorise Tifosy to appoint a third party provider of receiving agent services in respect of payments made by cheque.