Application of Terms and Conditions
- This Website is operated for RESIHUT by Goji and any investment in RESIHUT Bonds through this Website will be facilitated by Goji.
- The Terms and Conditions set out in these General Terms and Conditions constitute a contract which is binding on you, Goji, and Sapia in relation to any purchase of RESIHUT Bonds which you make through this Website and hold in your IFISA
- Goji shall arrange for you to acquire RESIHUT Bonds through this Website and shall treat you as its client for these purposes.
- Sapia shall act as your ISA Manager. Sapia shall treat you as its client for these purposes.
- In the event Goji or its nominated associate becomes an authorised ISA manager, your IFISA and/or investment portfolio (if relevant) will be managed entirely by Goji and Sapia will cease to be your ISA manager. Your IFISA and its funds will be transferred from the management of Sapia to Goji and your consent to the transfer will not be required. There will be no charge for this transfer. Upon receiving notice of such transfer, all relevant references to Sapia and the ISA Manager shall be construed as references to Goji.
- The terms and conditions set out in the Modulr Terms and Conditions in Part 2 below constitute a contract which is binding on you and Goji in relation to the basis on which your money will be held and processed by Goji pursuant to your Investment Account and your General Account under arrangements with Modulr Finance Limited (“Modulr”).
- We make details of investment opportunities available to all users of our Website, but only members are able to apply to invest or view investment offers in the Investments area when they have logged into their online account.
- In order to become a member of Oracle, you will need to apply to join and be approved by us. We reserve the right to reject applications on such grounds as we see fit, including, without limitation, your knowledge and understanding of investing, your financial status, your capacity to be bound by these Terms and Conditions or the jurisdiction in which you live or are a citizen.
- If you apply to become a member, we will carry out identity and fraud checks on you, using third party agencies. We use our own internal guidelines and policies when assessing applications but retain complete discretion. If we cannot get adequate information from the third party agency then we will ask you to send us copies of the relevant identification documents (normally a certified copy of your passport and a utility bill) and any supporting evidence that we may require. If you do not provide all appropriate identification documents, you will not be able to invest. We may also suspend your membership at any time if we believe it is appropriate in order to comply with our legal obligations. For more details about how we use your information, please refer to our Privacy and Cookies Policy.
- Provided that we accept your application to become a member, you will then be able to view the investment offers available through the Oracle Website.
- Your application for membership should be completed in the name of the same person that will invest.
- You will be required to provide personal details and a password to register as a member, which are unique to your individual Oracle membership and are not transferable. Your registration details and password are how we identify you and you must keep them secure at all times.
- You are responsible for all information and activity on the Website by anyone using your details. If you authorise an agent, family member, employee or sub-contractor to use your Oracle online account, you will be responsible for their activity on the Website. Any breach of security, loss, theft or unauthorised use of your security details must be notified to us immediately. We reserve the right not to act on your instructions where we suspect that the person logged into your Oracle online account is not you or we suspect illegal or fraudulent activity or unauthorised use.
- You agree not to adapt or circumvent the systems in place in connection with the Website, nor access our systems other than by using the credentials assigned to you and by following the instructions that we have provided for that type of connection.
- If you wish to subscribe for an investment, you will need to specify the size of the investment you wish to make and place funds in your Oracle account (as described in section 4 below). Your application should specify whether you require investment advice or not.
- Whether we choose to accept your application to invest will be at our absolute discretion, even if you are a member and satisfy our eligibility criteria, for example, but without limitation, because the offer is over-subscribed or under-subscribed or because of legal or regulatory matters. The allocation policy for each investment is based on a first-come-first-served basis, by reference to the time we receive your subscription payment. If it is not possible to allocate investments to you, your subscription monies will remain in your Oracle account (where they can be used to fund subscription to other investments) unless you provide us with instructions to return the monies to you.
- All bonds will be governed by the terms of the relevant Bond Instrument; the details you provide in your online investment application; the Information Memorandum; and these Terms and Conditions. To the extent that there are any inconsistencies between these documents, the provisions of the online investment application shall prevail over the Bond Note Instrument, which shall prevail over the Information Memorandum, which shall prevail over these Terms and Conditions.
- We do not provide legal advice or tax advice. If you are in any doubt as to your own personal circumstances, you should seek such advice from an appropriately qualified professional.
- We will not facilitate investment where we are aware that it is illegal, although it is your responsibility to ensure that you have complied with any relevant legal or regulatory restrictions that would prohibit you from investing.
- Offer the ability to offer the ability to hold bonds or loan notes in an Innovative Finance ISA. If you wish to hold bonds or loan notes within an Innovative Finance ISA, the holding of those investments will be subject to separate terms and conditions with the ISA manager that we have arranged to manage your ISA, in addition to these Terms and Conditions. In the event of conflict, the provisions of the ISA Terms and Conditions will prevail. At the date hereof, the ISA manager is Sapia Partners LLP (“Sapia”) and from 23 November 2018, it is proposed that this role shall be undertaken by Goji Financial Services Limited (“Goji”). Sapia Partners LLP is authorised and regulated by the Financial Conduct Authority under firm reference number 550103 and Goji Financial Services Limited is authorised and regulated by the Financial Conduct Authority under firm reference number 805323.
How your Money and Investments are Held
- If we accept your application to make an investment, we will provide you with bank account details into which you should transfer your subscription amount (your “Oracle account”). Payment must be made from a bank or building society account in your name whose details you provide to us and which we have accepted (your “Nominated Account”), into your Oracle account, where subscriptions will be held pending investment.
- The Oracle account will be held and administered by different persons depending on the nature of the account. Until 22 November 2018, money held in connection with ISAs will be held by Sapia pursuant to the ISA Terms and Conditions. Non-ISA money will be held by Modulr FS Limited, a regulated electronic payment provider. From 23 November 2018, we may arrange for all money to be held by Goji in its client money account and for Goji to arrange for the settlement of transactions with Issuers. In all cases, the account holder will make payments to and receive them from Issuers on your behalf. You are required to enter into terms and conditions directly with Modulr. Sapia and Goji shall you’re your money in a client money account that is held separately from their own money in accordance with the Financial Conduct Authority’s Client Assets Sourcebook. Oracle shall not be responsible for the discharge of any of the account holder’s obligations to you, beyond having taken reasonable steps to ascertain that it is appropriately authorised to provide the relevant services. We or another person selected by us may take over control of the Oracle account at any time provided that we or they have appropriate regulatory permissions to hold the account and you authorise each account holder to transfer any monies it holds for you in the Oracle account to us or to such other person upon our instructions in those circumstances without seeking your express instruction to do so. We will notify you of any such transfer by email.
- Your rights under the Bond will be set out in the Bond Instrument. Goji, or such other person as we may nominate to act as ISA manager from time to time, will enforce your rights directly against Issuers on your behalf, including making arrangements for the collection from the Issuer and onward payment to you of sums due under Bond Instrument.
- You may request any of your cash that has not been allocated to an investment, including investment returns, to be paid back into your Nominated Account. If you wish to change your Nominated Account, you may request to do so by email providing us with your proposed alternative account. Any alternative account must be in your name and be held with a bank or credit institution that is acceptable to us.
- Payments to you will be made after deduction of any relevant tax. Regardless of whether we withhold tax, it is your responsibility to account for any taxes that may be payable to the appropriate authorities.
- You can view details of the investments and money in your portfolio through the Website. For reporting purposes, we shall supply the par value and shall not attempt to provide current market valuations.
- If you want to hold money that has not been allocated to an investment in your Oracle account in order to invest in future opportunities, you may do so. No interest is payable on money held in the Oracle account and no fees are charged in respect of establishing the account. Oracle or the account holder may retain a payment representing interest on the money held in the Oracle account.
- The capital, dividend and interest repayments that are due to you will be received into your Oracle account and you will receive email notification of such payments. Your money will not be paid out to you or re-invested unless you provide us with express instructions. If balances have sat on your account for a long period of time, we may contact you to seek your instructions. We may introduce the option to of auto-re-investment or auto-distribution in the future.
- There is no established secondary market for investments available through the Website and so you should normally expect to hold your investments until the redemption date, or beyond, if there is a significant default on the underlying investments.
- If you find a buyer for your investments, you may sell them through us by providing us with details of the purchaser, the price to be paid and the number of investments to be sold. If the buyer wishes us to account to them for the investment proceeds, they will need to be registered as an Oracle member (although we shall be able to refuse to accept membership applications at our absolute discretion).
- We may (but are not required to) offer a bulletin board on the Website to assist members to buy and sell investments amongst themselves from time to time. Where we offer this service, we will facilitate transactions that a buyer and seller have agreed between themselves and have notified us of through the Website.
- We may charge fees for registering transfers as set out on the Website.
- We do not charge fees to you for arranging for you to invest in newly issued securities, as we get paid by the Issuer. Accordingly, the returns quoted to you are not reduced by our fees.
- We or other persons may, however, charge fees for facilitating the sale of investments before the end of their term or administering investments held in an Innovative Finance ISA.
- Details of the any fees we may charge to you will be set out on the Website. Details of fees we charge to Issuers will be disclosed in the Information Memorandum.
- We pay Goji a fee of up to 0.5% of the investment amount in respect of the account-holding and ISA management services it provides to Members, so Members do not pay fees for these services.
- Unless otherwise stated, fees are quoted exclusive of VAT, where applicable.
- If you no longer want to be a member of Oracle, provided you have no investments with us, you can let us know by email and we will end your membership straight away. Termination will not affect the terms of any investment you already hold.
- We may terminate your membership in respect of making new investments at any time and for any reason, including but not limited to breach of these Terms and Conditions, applicable law, mis-use of our Website or account inactivity for a period of 12 months or more. If you hold investments through us, our cancellation of your membership will not affect the charges we will levy to the Issuer and we will continue to maintain your account in accordance with clause 4.
Conflicts of Interest
- Oracle or its associates may provide some or all of the directors for the Issuer to help it comply with its obligations to investors. We or our staff and other connected parties may also have an investment interest in the issuer, in which case we will disclose this fact in the relevant Information Memorandum. Where we or a connected party proposes to buy or sell an investment, we will ensure that our members have a reasonable opportunity to react to all price sensitive information to which we or the connected party may be privy before permitting allocation on investment or divestment. All members of staff or other persons who may have access to unpublished price sensitive information will be required to obtain our consent to undertaking personal account transactions in investments issued by Issuers.
- If there is a default on your investment in respect of an Issuer of debt securities in which we have a financial interest, we will seek to procure the appointment of independent directors to the Issuer or independent advisers to seek recovery if we deem that our interests conflict with yours. In normal circumstances, we anticipate that our interests will be aligned with the interests of investors in seeking a full recovery and keeping recovery fees to a minimum.
- We receive payment of our fees from Issuers.
- Any other conflicts that are specific to a particular investment shall be disclosed in the relevant Information Memorandum on the Website.
- You may request a copy of our full conflicts of interest policy at any time.
Complaints and Compensation
- We have established procedures in accordance with the Financial Conduct Authority’s rules for the effective consideration of complaints. Please contact us to request a copy of our complaint handling policy. We will on-refer complaints relating to Goji on your behalf.
- If you are still unhappy with the outcome of a complaint, you may be able to refer the complaint to the Financial Ombudsman Service at South Quay Plaza, 183 Marsh Wall, London E14 9SR. Telephone 0800 023 4567 or email firstname.lastname@example.org. Further information, including information about eligibility for the Financial Ombudsman Service is available at http://www.fos.org.uk.
- We participate in the Financial Services Compensation Scheme (the “FSCS”). If we, Sapia or Goji owe you money in connection with the Oracle service and are unable to pay it, then you may be entitled to compensation from the FSCS, up to a maximum of £50,000 (increasing to £85,000 from 1 April 2019).
- If Modulr becomes insolvent, any obligations it owes you will not be covered by the FSCS. Provided Modulr has administered your account properly, its creditors should not be able to access money it holds for you in an electronic wallet.
- For more information, including information about eligibility, you can contact the FSCS in writing at 7th Floor, Lloyds Chambers, Portsoken Street, London, E1 8BN by telephone on 0800 678 1100, by email to email@example.com or by going to www.fscs.org.uk.
- You shall be liable to us for any loss or damage suffered by us as a result of any breach of these Terms and Conditions or the terms of any investment you make through Oracle.
- We shall not be liable to you for any loss or damage which you may suffer as a result of being a member of Oracle or using the Oracle services except where such loss or damage arises from our breach of these Terms and Conditions or was caused by our negligence, wilful default or fraud. We are not responsible for any breach of these Terms and Conditions arising from circumstances outside our reasonable control. Our total liability to you in connection with these Terms and Conditions, your membership of Oracle and your use of the services provided via the Website shall not exceed the amount of money you have invested giving rise to the liability.
- Nothing in these Terms and Conditions shall limit our liability for personal injury or death, fraud, nor for any other liability, the exclusion or limitation of which is not permitted by applicable law or regulation.
- When we make forward-looking statements, we will base them on reasonable assumptions, but we shall not otherwise be responsible for the achievement of such statements where they are outside of our control.
- Subject to clause 11.3 below, as between you and us, we own all present and future copyright, registered and unregistered trademarks, design rights, unregistered designs, database rights and all other present and future intellectual property rights and rights in the nature of intellectual property rights existing in or in relation to the Website.
- If and to the extent that any such intellectual property rights vest in you by operation of law or otherwise, you agree to do any and all such acts and execute any and all such documents as we may reasonably request in order to assign such intellectual property rights back to us.
- You shall retain ownership of all copyright in data you upload or submit to the Website. You grant us a world-wide exclusive, royalty-free, non-terminable licence to use, copy, distribute, publish and transmit such data in any manner.
Amendments to these Terms and Conditions
- We may need to update or amend these Terms and Conditions from time to time to comply with law or to meet our changing business requirements. We may make such changes without your specific agreement where those updates are, in our reasonable opinion, of an immaterial and routine nature and may not always be able to give you advanced notice of such updates or amendments but we will always post them on our Website so you can view them when you next log in. By continuing to use the Oracle service, you agree to be bound by the terms of any such updates and amendments.
- Where we make amendments to these Terms and Conditions that are adverse to your interests (such as an increase in, or the introduction of, fees for existing services), we shall, if possible, provide you with one month’s notice by email before such amendments become effective. You shall be entitled to terminate your membership at any time in accordance with clause 7. If you seek to terminate your membership, but continue to hold investments with us, the amendments will not apply to the continued holding of those investments unless the amendments are required by or reasonably necessary as a result of law or regulation.
If you have any questions about these Terms and Conditions, or wish to contact us for any other reason, you can contact us by telephone on: +44 207 867 3919 or by email to: firstname.lastname@example.org