1. Introduction

These Investor Terms and Conditions cover the use of the www.ethex.org.uk website and are applicable to all services provided to you through this website by Ethex Investment Club Ltd, a company registered in England (company number 07432030) with registered office at The Old Music Hall, 106-108 Cowley Road, Oxford, OX4 1JE (hereinafter referred to as "Ethex", "we", "us" or "our"). You will need to accept these Terms & Conditions before registering with www.ethex.org.uk and creating an investment account. Should you place an order to invest via the website, then these Terms & Conditions also contain the Terms & Conditions of the Investment(s) acquired by you.

2. Glossary

In these Terms and Conditions, various definitions are used. Below, you will find the meaning of these definitions:

Investment

An instrument such as a withdrawable share or bond issued by an Issuer.

Withdrawable Share

Withdrawable shares can only be issued by co-operative and community benefit societies. They usually pay an annual interest rate and your capital can be withdrawn on request, subject to the individual society's terms and conditions. They are not transferable.

Bond

A bond is a fixed income instrument representing a loan made by an investor to the Issuer. Typically a Bond will pay a annual interest rate and will be redeemed by the Issuer after a fixed period.

Condition

A condition from these Terms and Conditions.

Issuer

A party that issues Investments for offer on the Ethex Website.

Ethex

Ethex Investment Club Ltd.

Ethex Website

The website managed by Ethex: www.ethex.org.uk and affiliated domain names, the platform on which investors can make their investment.

Purchase Price

The price to be paid by an Investor to the Issuer

Redemption

An entire or, if specified, partial repayment on the principal amount of an Investment.

Redemption Date

The date on which an Investor receives an entire or, if specified, partial repayment of a Investment.

ShareIn

Share In Ltd, a party that holds client monies in segregated accounts in connection with investments, including the taking into receipt of the Purchase Price for the Issuer and the receiving and payment of Interest and Redemption to the Investor by the Issuer. ShareIn is a party to these Terms and Conditions.

Terms and Conditions

these Investor Terms and Conditions.

3. General Stipulations

3.1 These Terms and Conditions can be provided in the English language and all communications between you and Ethex shall take place in the English language.

3.2 Unless the Terms and Conditions or the parties explicitly determine otherwise, the communication between users of the Ethex Website and Ethex shall take place in an electronic manner. However, Ethex reserves the right to contact a user via telephone or post if necessary.

3.3 At any time point between an Investment being issued to you and its final maturity date, you have the right to receive the Terms and Conditions free of charge on paper or in an electronic manner.

4. User Registration and Account Creation

4.1 In order to use the Ethex Website, you must register on the Ethex Website and create an account. In order to register yourself, you must provide personal information including (i) your given name(s), (ii) your surname, (iii) your country of residence and (iv) your email address. Registration is subject to the following Terms and Conditions: (a) you are an individual or a legal representative of an organisation; (b) you have a bank account capable of receiving payments in Sterling (GBP); (c) you are over the age of 18 years and legally capable to act/are authorised to act on your own behalf or on behalf of the organisation; (d) you have never been refused access or blocked from using a similar website to Ethex due to criminal or illegal activity; and (e) you have never been convicted of an offence related to cybercrime, financial crime, or fraud. By completing registration and creating an account on the Ethex Website you declare that the information provided by you in connection with the registration is correct and that you comply with the Terms and Conditions as mentioned in this Condition under (a) to (e). If you do not comply with the aforementioned Terms and Conditions then you cannot register an account on the Ethex Website. If you do create an account on the Ethex Website and are found to be in breach of these Terms and Conditions your account will be immediately terminated. Ethex may request additional information about you, and your continued use of the Ethex website will be subject to your co-operation in providing this additional information.

4.2 If at any time during your registration with the Ethex Website you cease to comply with the Terms and Conditions set out in Condition 4.1, or should your personal data no longer be up-to-date, you must notify Ethex directly in writing either by letter to our registered office or via email communication to help@ethex.org.uk. Ethex can decide, at its discretion, to terminate your registration at any time and for any reason, subject to any rights you may have in respect of existing investments. From the time at which Ethex terminates your registration you will not be permitted to make any further investments via the website.

4.3 You are obligated to keep all personal information on your account with us up-to-date.

4.4 Ethex reserves the right to change the Terms and Conditions that it sets for registration.

4.5 Your account is accessible with your personal email address in combination with a personal password chosen by you. Ethex permits only one account to be opened per individual or organisation.

4.6 You are responsible and liable for all acts that are executed via your account from the moment of signing in with your email address and password.

4.7 You can terminate your account at any time by notifying Ethex in writing. Ethex will only be able to terminate your account fully once all investments have been repaid in full.

4.8 The provisions of these Terms and Conditions that are capable of on-going application shall continue to apply to you and us after termination of the account by Ethex or by you.

4.9 There are no costs associated with registering with the Ethex Website and the ongoing maintenance of your account.

4.10 Receipt of money for your investments (and passing these monies on to any Issuer in which you have chosen to invest) and the receiving of interest and repayment of capital are handled by ShareIn. No interest is payable to you on money held in your Ethex account.

5. Investing Via Ethex

5.1 If we accept your application to make an investment, we will provide you with bank account details into which you must transfer your subscription amount (your “Ethex account”) within 24 hours of receipt of these details unless you notify us otherwise. Payment must be made by transfer linked to a bank account in your name whose details you provide to us and which we have accepted (your “Nominated Account”), into your Ethex account, where subscriptions will be held pending investment.

5.2 Investments take place via the Ethex Website by way of a purchase of one or more Investments. Ethex will only list Investments on the website that are issued by companies (the ‘Issuer’) that comply with its internal due diligence process. Investments will only be made available for registered users of the website to invest in once the due diligence process on the Issuer has been completed.

5.3 An Investment offer will be open for investment for a maximum duration as set out in the applicable Offer Document and the ‘offer close date’ will be indicated on each investment profile. Should an offer to invest reach the total amount of investment required prior to the offer close date, then the Investment offer shall be closed to any further investment from that point. The Investment offer shall not raise more than the total amount of investment required as set out under that particular offer. An investor must pay the Purchase Price for the Investment upon placing the investment order.

5.4 The maturity of an Bond can vary and will be set out in the applicable Offer Document. After the expiry of this term, we shall procure the Issuer to redeem the relevant Investments by paying to you (via ShareIn) (i) (a part of) the nominal value of the Bond and (ii) the interest (if any) to your account. In discharging our obligations under this Condition, we shall exercise the rights of the Investors under the Investments on the Investors’ behalf.

5.5 You will have the option to: a) reinvest monies received under the Investment into other investment opportunities listed on the Ethex Website; or (b) withdraw monies to a nominated bank account linked to your investment account. In the case of option (b) the withdrawal of monies from your account to a nominated bank account shall be processed by ShareIn.

5.6 You can only execute investment orders via the Ethex Website if you have registered and opened an account.

5.7 You invest by subscription to an Investment. Subscription means that you purchase one or more Investments and accept the terms and conditions attached to the Investment(s). Before you accept the Terms and Conditions of an Investment, you can view these on the Ethex Website.

5.8 Investments will be issued to all investors who make a subscription under an Investment offer only upon acceptance of the investors by the Issuer. The interest (if any) that you receive is dependent on the Terms and Conditions of the Investment in which you invest.

5.9 Ethex reserves the right (on behalf of itself or the Issuer), to refuse or not to execute, without statement of reasons, a subscription for Investments.

5.10 The transferability (or otherwise) of the Investments will be set out in the relevant Offer Document. You should note however that withdrawable shares are not transferable.

5.11 When a subscription to an Investment is made, the subscription will show in the Investor’s account on the Ethex Website. In the event that a subscription to an Investment offer is made, but the Investment offer does not meet its minimum funding target by the offer close date, the investment will be removed from the investor account on the Ethex Website and the account will be recredited with the Purchase Price in full. In this scenario, it is the investor’s responsibility to either reinvest this money on their account or withdraw it to their nominated bank account.

5.12 The investments executed by you on the Ethex Website are made solely on your behalf (or on behalf of an organisation for which you act as Legal Representative). Additionally you may invest on behalf of a child whom you nominate to hold such investments. Your capital is at risk and you may not get back the full amount invested.

5.13 There is no guarantee that you will achieve any financial benefit from investments made via the Ethex Website. Investments offered on the Ethex platform are not readily realisable, which means that they may be difficult to sell and you may get back less than you originally invested. Risks specific to individual Investments are detailed in the relevant Offer Document. Investments are not covered by the Financial Services Compensation Scheme (FSCS) and returns are not guaranteed. If you are in any doubt, you should contact an Independent Financial Adviser.

6. Costs, Taxes and Levies

6.1 All interest payments from your investments are made net of any applicable withholding tax at the rate applicable in the country in which the Investee company is based. It is your own responsibility to ensure that you pay the correct taxes on investment income. The amount of tax due will depend on your personal circumstances and Ethex is not responsible for ensuring you pay the correct amount of tax on any interest earned.

6.2 No platform charges apply to Investments made into Primary offers listed on the platform i.e. crowdfunding projects, but an administration fee of £20 applies to both the buyer and seller for any transaction made via our Secondary Market.

6.3 Transaction fees apply to all investments paid by cards. All investments made by card will incur a charge of 0.9082% of the investment amount plus a fixed fee of £0.05 which will be charged directly to the investor. All charges will be rounded up.

6.4 Ethex reserves the right to introduce fees in the future where they believe it is reasonable to do so and will give you at least 30 days' written notice of such.

7. Force Majeure

In case of Force Majeure which prevents it from complying with its obligations to you, Ethex is relieved from such obligations towards you as an Investor to the extent that it has not contributed towards the same. All of its obligations with regard to you as an Investor shall be suspended for the duration of the Force Majeure

8. Dissolution and Termination

8.1 Ethex is authorised to dissolve the agreement(s) with immediate effect and without notification of default in writing and/or to suspend the obligations of Ethex and/or to exclude you as investor permanently from the services and/or products of Ethex and/or to remove expressions placed by you as an investor on the Ethex Website without prior notification or at least make inaccessible, if: a) you do not, not completely or not timely comply with obligations from the Terms and Conditions, or if you act in violation of these Terms and Conditions, also if this is a consequence of Force Majeure as referred to in Article 7; b) Ethex have grounds to believe that you shall not comply with your obligations; c) or if you as an investor will be declared in a state of bankruptcy or your bankruptcy has been filed for; d) you have or Ethex has terminated your account; e) circumstances occur which are of such nature, that these make compliance with the Terms and Conditions impossible.

8.2 If Ethex proceeds, on the grounds as described in Condition 8.1, to one of the measures mentioned in that Condition, then Ethex is on that basis in no manner whatsoever required to pay any damages or costs to an Investor. Ethex can however recover the damage suffered by itself, that is imputable to you, from you.

8.3 The agreement(s) will be terminated if one or more of the following circumstances occurs: (i) Ethex ceases its activities, (ii) Ethex will be dissolved, (iii) Ethex will be declared in a state of insolvency, or its insolvency has been filed for, or (iv) Ethex has filed for suspension of payment or is in suspension of payment. In this case, the termination of the agreement(s) has however no consequences for the Investment(s) that you hold; only the services that Ethex provided in the framework of the agreement(s) shall in that case become forfeit.

8.4 Upon termination of the agreement(s) or termination of your account, you remain at all times bound to what is established in these Terms and Conditions, as well as to the stipulations of which in the agreement(s) is established that you remain at all times bound thereto.

9. Recourse and Complaint

9.1 If you have a complaint about any aspect of our service, please do not hesitate to contact us by telephone, e-mail or post.  Ethex has established an internal complaints procedure to ensure your complaint is dealt with efficiently and by the correct person. To help us investigate and resolve the problem as quickly as possible, please make sure you give us the following information:

  • Your name, and Ethex Account number
  • A clear description of your concern or complaint
  • Details of what you would like us to do to put it right
  • Copies of any relevant documents, such as letters
  • A daytime telephone number where we can contact you

9.2 We will try to resolve your complaint immediately, and with minimum inconvenience to you. The first step is for us to be really clear on what the problem is, and to identify with you what we can do to put it right. The more information you can give us the better. Sometimes we will not be able to solve the problem for you immediately. If we are unable to resolve your complaint by the following day, and if we have not already contacted you to agree our proposal for resolving it, we will:

  • Send an acknowledgement of your complaint by email within 5 working days
  • Confirm who will handle your complaint, and how you can contact them. If your complaint is particularly complex in nature, we will keep you informed of the progress we are making as we continue our investigations. In any event we will endeavour to resolve your complaint and provide you with a final response within 8 weeks.

9.3 In our final response we will include:

  • A summary of the complaint
  • A summary of the outcome of our investigation
  • Whether we acknowledge there has been any fault on our part and whether the complaint will be upheld
  • Details of any offer to settle the complaint and how long this offer will remain open

9.4 If we are unable to provide you with a final response within 8 weeks we will write to you with an explanation as to why we are unable to provide you with a final response and with an indication as to when you will get one.

10. Governing Law and Jurisdiction

These terms of use are governed by and construed in accordance with the laws of England and Wales. Any dispute arising under or in connection with these terms of use will be subject to the exclusive jurisdiction of the courts of England and Wales.