Tokenmarket Subscriber Terms and Conditions
TOKENMARKET IS REGULATED AND AUTHORISED BY THE UK FINANCIAL CONDUCT AUTHORITY as part of its regulatory sandbox test (FRN: 832820)
- Access to our TokenMarket Platform (as defined below) is solely permitted at our discretion and may be withdrawn or the services we will provide you through it may be amended, suspended, limited or varied at any time.
- No liability will attach to TokenMarket if the TokenMarket Platform is not available to you at any time for any period.
- It is solely your responsibility to ensure that you or any person who accesses the TokenMarket Platform through your access point are authorised to do so under any applicable law or regulation binding upon you or such person.
- Residents of certain countries may be restricted by the laws of those countries from accessing information on the TokenMarket Platform. You are responsible for ensuring that you can legally access information on the TokenMarket Platform and make investments through the TokenMarket Platform. TokenMarket does not intend the information and transactions available to the TokenMarket Platform to be accessible by persons who are prohibited from viewing the same of availing themselves of the services available through the TokenMarket Platform by virtue of their domicile, residence or country of incorporation.
- Access to the TokenMarket Platform is limited to those persons who have successfully completed the client classification process and registered on the TokenMarket Platform.
IN VIEW OF THE ABOVE, IN REGISTERING ON AND USING THE TOKENMARKET PLATFORM AND ANY SERVICES AVAILABLE THEREON YOU ARE WARRANTING AND REPRESENTING THAT IT IS LAWFUL FOR YOU TO DO SO UNDER THE LAWS AND REGULATION APPLICABLE TO YOU (INCLUDING SECURITIES LAWS AND REGULATIONS). IN PARTICULAR, YOU ARE WARRANTING THAT YOU ARE ENTITLED TO RECEIVE, AND ACT UPON, THE INVESTMENT PROPOSITIONS TO BE MADE THROUGH THE TOKENMARKET PLATFORM AND FURTHER THAT YOU ARE IN COMPLIANCE WITH ANY LAWS OR REGULATION APPLICABLE TO YOU IN DOING SO.
YOU ARE RESPONSIBLE FOR ENSURING THAT:
a. ALL OF THE REPRESENTATIONS AND WARRANTIES MADE BY YOU IN THESE TERMS AND OTHERWISE ON THE TOKENMARKET PLATFORM (INCLUDING AS TO YOUR CLASSIFICATION AS AN INVESTOR) ARE, AND REMAIN, TRUE AND ACCURATE; AND b. YOU UPDATE TOKENMARKET PROMPTLY SHOULD THERE BE ANY CHANGES TO THE STATEMENT IN (A) ABOVE IF THERE ARE ANY CHANGES.
In the event that you cease to be eligible to use the TokenMarket Platform you should immediately notify TokenMarket, stop accessing the TokenMarket Platform and destroy any materials or information extracted from the TokenMarket Platform.
Subscriber Terms and Conditions
In these terms and conditions, the following terms shall bear the following meanings unless the context requires otherwise:
“Act” means the UK Companies Act 2006;
“FCA” means the UK’s Financial Conduct Authority;
“Tokenmarket” means Tokenmarket Technologies Limited of 151-153, Wardour Street, London W1F 8WE with the company number 11610137 which is authorised and regulated by the Financial Conduct Authority (the "FCA") (FRN: 832820) as part of its regulatory sandbox test,
“Offeror” means any company, fund or other legal entity which has been accepted by Tokenmarket onto the Platform for the purposes of making an investment Proposal to Subscribers;
“investment Proposal” means an offer of Securities, debt securities or units in funds(“Securities”) or such investments in the form of Security Tokens made through the Platform;
Tokenmarket Platform or Platform means the online TokenMarket Platform, mobile application or other means of accessing the investment Proposals, operated by Tokenmarket located at https://tokenmarket.net (the "TokenMarket Platform") which enable corporate entities (including Offerors) to tokenise their Securities and for holders of these securities to exercise certain rights relating to these securities through such Platform;
“Security Tokens” means a security and a digital token that exists on the Platform having a functionality equivalent to the underlying securities
“Subscriber” means any person who wishes to subscribe for the securities offered in an investment Proposal made by an Offeror through the Platform.
Operation of these Terms and Conditions
These Subscriber Terms are entered into between Tokenmarket and any Subscriber who wishes to make an investment pursuant to an investment Proposal made by an Offeror.
These terms apply to all investments made on the Tokenmarket Platform by the Subscriber from time to time. Subscribers should ensure that when making an investment they have checked against the latest version of these Terms.
Registration of Subscribers.
2.1 Potential Subscribers will not be able to have access to, and the opportunity to participate in investment Proposal until such time as they have registered on the Platform.
2.2. In the course of the registration process the Subscriber represents, warrants and undertakes that:
2.2.1. they are an individual who is at least 18 years old and a resident of the United Kingdom or a country where you may legally receive financial promotions of the nature provided by Tokenmarket;
2.2.2. they are legally entitled to invest in the investments offered;
2.2.3. any investment opportunity is only available to them in a country or jurisdiction where it is lawful to access investment offers and to make investments and in circumstances where it is lawful for the Subscriber to receive offers for investment on www.Tokenmarket.com and to make investments and where no local or national restrictions exist applicable to the Subscriber which would make viewing investment Proposals or investing unlawful. The Subscriber acknowledges that investment Proposals are not offers to the public in the United States or other countries where such an offer may be unlawful or require the Offeror or Tokenmarket to be registered under such countries securities laws or otherwise.
2.3 During the registration process, the Subscriber must provide, and undertakes to provide Tokenmarket with:
2.3.1. his/her full name;
2.3.2. his/her current address;
2.3.3. his/her valid and regularly checked email address and electronic wallet address, which will be verified by means of a verification email as part of the Registration Process. Temporary or otherwise artificial email or wallet addresses may result in your account being suspended or terminated, investments cancelled, and forum posts removed; and
2.3.4. any other information requested by Tokenmarket;
and undertakes to keep the same up to date and to notify Tokenmarket of any changes.
2.4. The act of complying with clause 2.3 above, shall constitute express written confirmation from the Subscriber to Tokenmarket that the email address and electronic wallet address he/she has provided to Tokenmarket may be used for the purpose of receiving notices or communications from Tokenmarket and any Offeror in electronic form and to Tokenmarket or any Offeror making information available on a TokenMarket Platform, and requesting that Tokenmarket provide a copy of this confirmation to the Offeror.
2.5. The Subscriber shall comply with such identification and other anti-money laundering requirements that Tokenmarket may from time to time require. In particular, Tokenmarket may require identification of Subscribers and information about the sources of funds being provided by the Subscriber in investments Tokenmarket considers in its sole discretion to be substantial.
2.6. Tokenmarket reserves the right to refuse in its absolute and sole discretion to permit a Subscriber to invest or subscribe for debt or equity securities or Tokens backed by debt or equity securities in an Offeror.
2.7. In registering on the TokenMarket Platform, the Subscriber confirms his/her consent to his/her username being publicised as a Subscriber in relation to the Offeror or the Subscriber may opt to be anonymous.
2.8. Subject as provided below, the Subscriber may only invest in an investment for himself in his/her own name and shall ensure that all orders for the investment made through the TokenMarket Platform are made exclusively on his/her own behalf Provided That if the Subscriber is using a nominee company to invest he/she undertakes to provide full information on the nominee and the ultimate beneficial owner of the nominee and its source of funds.
INCORPORATION OF OTHER TERMS AND ACCESS TO INVESTMENT OPPORTUNITY
3.1. By agreeing to these Subscriber Terms, the Subscriber acknowledges that he/she has read, understood and agreed to:
3.1.2. the registration form, accessible online at https://tokenmarket.net/login;
3.1.4. the risk warnings and disclaimers on all investment Proposal pages both before and after registration and login on https://tokenmarket.net/ and here: https://tokenmarket.net/sector-risk-warnings;
3.1.5. these Subscriber Terms, as the same may be amended from time to time, an up-to-date version of which will be here: https://tokenmarket.net/terms-of-service-sto;
3.1.6. the Nominee terms set out in Schedule 1 to these Terms and referred to in clause 3.5; and
3.1.7. any legal agreement presented as part of an investment Proposal (which may be with the Offeror rather than Tokenmarket), specific to a particular investment that a Subscriber applies to invest in.
3.2. In the event of a conflict between these Subscriber Terms and any investor proposal, prospectus or agreement relating to an investment, the investor proposal, prospectus or the agreement relating to the investment shall take priority.
3.3. In order to use the Tokenmarket Platform, the Subscriber acknowledges that they must successfully complete Tokenmarket's on-boarding process, including the Subscriber assessment and categorisation questionnaire which is on the Tokenmarket Platform where applicable. The Subscriber acknowledges and the Subscriber agrees that Tokenmarket will rely on responses and confirmations given as part of the on-boarding process, which form part of the terms on which Tokenmarket provides services to the Subscriber.
3.4. investments are not offerings to or open to the public and a Subscribers' agreement to these terms and conditions signifies they agree that the offer was not open to the public and that they are only able to invest in an investment product after becoming a member of Tokenmarket. Registration and agreement to these terms and conditions allows membership, which Tokenmarket may terminate alongside and in accordance with this agreement.
3.5. Notwithstanding anything to the contrary in these Subscriber Terms, where an investment Proposal states that investments and share subscriptions in an Offeror will be made via a nominee, the subscription for the legal title of the Securities in the Offeror will be made be made by such nominee (the "Nominee") with the beneficial interest being held by the Subscriber through the relevant Tokens. The Subscriber appoints Tokenmarket on the terms of the Subscriber Nominee Terms in the Schedule to these Subscriber Terms to administer the holding. Any provisions and terms in these Subscriber Terms impacted by such a nominee structure, including without limitation, references to orders, subscription, Securities, shareholding and shareholder shall be interpreted accordingly to give effect to the nominee structure. In these circumstances, the Nominee shall be the legal owner of Securities in the Offeror and registered on the share register of the Offeror rather than the Subscriber. The Subscriber will hold its interest in the Securities and exercise his rights in respect of the Securities through the Tokens and his contractual relationship with the Nominee.
4.1. As part of Tokenmarket’s onboarding process Subscribers must classify themselves as either a (i) certified ‘high net worth Subscriber’, (ii) certified ‘sophisticated Subscriber’, (iii) self-certified as a ‘sophisticated Subscriber’ or (iv) certified restricted Subscriber (or Everyday Subscriber) in each case in accordance with the FCA’s Conduct of Business Sourcebook Chapter 4.7. Details of these classifications are contained in the registration process and in the FAQ’s available on the TokenMarket Platform.
4.2. By default Tokenmarket classifies Subscribers as a restricted or Everyday Subscribers for the purposes of FCA Conduct of Business Rules. If you wish to change your classification, you must immediately notify Tokenmarket to request a different classification.
4.2. The Subscriber acknowledges that Tokenmarket will not supply confirmations of any orders, and/or resulting transactions, and that the investment confirmation email (as outlined below and referred to as the "Cooling Off Email") shall be sufficient and adequate reporting of the service of arranging the reception and transmission of orders and the arranging of resulting transactions, provided by Tokenmarket in accordance with the FCA Handbook, Conduct of Business Rules, Rule 16.1.1, and hereby consents to the same.
5.1. Tokenmarket does not charge the Subscriber any remuneration for the services provided to the Subscriber in accordance with these terms.
5.2. Tokenmarket reserves the right to impose a fee or charge for its services upon the Subscriber in the future, and will do so by providing advance written notice by email of the proposed charges or fees and any variation of the same, to the Subscriber whereupon the Subscriber may, by notice, terminate this agreement forthwith, if it so wishes, and any outstanding orders for investments in Offerors will be cancelled.
5.3. The Subscriber acknowledges that ancillary charges or fees may be payable to third parties in connection with the investment and acknowledges that such charges or fees are not associated with these terms. The Subscriber warrants to Tokenmarket that it shall pay such fees or charges and shall indemnify Tokenmarket against any loss, liability, cost or expense resulting from the same.
6.1. The Subscriber will be entitled to place a revocable order to subscribe for Securities, debt securities or fund units together with the relevant Tokens in an Offeror in any investment Proposal on the TokenMarket Platform for a period (the "Offer Period") ending on the date specified by the Offeror on the investment Proposal which may be updated from time to time and Tokenmarket reserves the right to end investment Proposals early or extend the Offer Period in its absolute discretion. The subscription agreement for the investment is between the Subscriber and the Offeror such that the offer from the Subscriber is to the Offeror and not to Tokenmarket. The Offeror may accept or reject any order up until expiry of the period set out in the email as set out in clause 6.3 below. Tokenmarket is not a party to the agreement to invest between the Subscriber and the Offeror and Tokenmarket’s service is limited to arranging the investment.
6.2. The Subscriber shall put in place payment arrangements to ensure that the Subscription Price is paid in accordance with clause 6.5 below. This may require the Subscriber to agree to a payment service provider’s terms and conditions or otherwise provide satisfactory evidence of payment to Tokenmarket. It is the Subscriber’s responsibility to ensure that any such payment arrangements are established and maintained and that monies are transferred in accordance with clause 6.5 below.
6.3. If an investment Proposal is successful, the Offeror will instruct Tokenmarket to circulate a copy of the Offeror's proposed Articles of Association, the terms of the related Tokens and any Securities, bond instrument or fund documentation underlying each Token to each Subscriber by email, and to request that that each Subscriber inform Tokenmarket by email within the time period specified in the email if they no longer wish to proceed with the investment. If Tokenmarket receives no response from the Subscriber within the specified time period, the Subscriber will be deemed to have confirmed his/her order and the Offeror will accept his/her order and such order will become a legally binding contract to invest between the Offeror and the Subscriber upon expiry of the time period set out in the email, with completion of the investment conditional upon the Offeror receiving payment from the Subscriber and subject to the completion conditions set out in clause 6.5 below. The Subscriber agrees that the contract to invest between the Offeror and Subscriber formed in accordance with this clause shall incorporate any warranties given in the investment Proposal attached to the email sent by Tokenmarket to each Subscriber pursuant to this clause (the “Warranties”), subject to the terms and limitations of such Warranties as set out in the investment Proposal.
6.4. If for any reason the confirmation email is not received by a Subscriber or a Subscriber’s response to the confirmation email is not received by Tokenmarket (whether this is known or notified to Tokenmarket or not), otherwise than as a result of fraud or gross negligence by Tokenmarket, Tokenmarket shall not be liable to the Subscriber or Offeror for any losses, claims or damages suffered by the Subscriber, and Tokenmarket shall be entitled to proceed on the assumption that the Subscriber has received the email and wishes to proceed with the investment.
6.5. Subject to clause 6.6, the contract to invest between the Subscriber and Offeror is subject to the following completion conditions unless otherwise specified in the investment Proposal:
6.5.1 at least 90% of the initial target investment amount set out on the investment Proposal shall be received by the Offeror from Subscribers unless Tokenmarket determines, in its absolute discretion, that the investment amount confirmed or received is adequate in the circumstances;
6.5.2 the Warranties being true and there being no actual or contemplated material change to the Offeror or the investment round, either before or after the expiry of the email set out in clause 6.3 above and prior to the issue of Securities to Subscribers (whether change is material to be determined by Tokenmarket in its sole discretion);
6.5.3 confirmation of satisfaction of any specific conditions set out in the investment Proposal; and
6.5.4 payment of all fees and commissions due from Offeror to Tokenmarket.
6.6 Tokenmarket (and not the Offeror or Subscriber) has absolute discretion to determine whether the conditions set out in clause 6.5 above are satisfied at any time during the completion process prior to the issue of Securities to Subscriber by Offeror. If Tokenmarket determines a condition is not satisfied, Tokenmarket may in its absolute discretion:
6.6.1 recirculate the email to Subscribers as set out in clause 6.3 above, to include, as required by Tokenmarket, the Articles of Association of the Offeror alongside a disclosure statement detailing the failed condition. This email may also request that each Subscriber inform Tokenmarket by email within the time specified in the email if they no longer wish to proceed with the investment. If Tokenmarket receives no response from the Subscriber within the stated time period, the Subscriber will be deemed to have confirmed his order in the same manner as clause 6.3 and subject to clauses 6.5 and 6.6; or
6.6.2: determine that the investment opportunity is cancelled, either before or after the expiry of the time period in the confirmation email. In these circumstances, if the time period set out in the confirmation email to Subscribers has expired, the contract to invest between the Offeror and Subscriber shall not complete and there shall be no legally binding contract between the Offeror and Subscriber. Clause 6.8 below shall apply in these circumstances.
6.7. If an investment Proposal is successful, when the Subscriber places an order to subscribe for Securities in an Offeror, and subject to non-revocation at expiry of the confirmation email, an agreement shall then subsist between the Subscriber and the Offeror, or a third party on behalf of the Offeror, to transfer the subscription price of the relevant investment (the "Subscription Price") to the Offeror. Securities, debt securities or units in the Offeror will be issued to the Subscriber by the Offeror and the Subscription Price will be transferred to the account of the Offeror following the end of the Offer Period. If the investment Proposal is not successful or any completion condition set out in clause 6.3 or 6.5 is not satisfied, then no such agreement between the Subscriber and the Offeror shall arise.
6.8. If the investment Proposal is unsuccessful or the order not completed for any reason, the Subscriber's order will not be transferred to another investment Proposal or Offeror, and no substitute service will be provided. The Subscriber confirms that should an Offeror not ultimately attain the stated desired target level of investment as set out in its investment Proposal, through withdrawals after the expiry of the Offer Period, or failure by other Subscribers to transfer the Subscription Price to the Offeror, neither the Offeror nor Tokenmarket is required to inform the Subscriber of this failure, and the Subscriber may still be required to purchase the Securities he/she ordered, provided that the conditions in clause 6.3 and 6.5 are met. If the conditions in clause 6.3 or 6.5 are not satisfied for any reason, the agreement for investment between the Subscriber and Offeror will not complete and Tokenmarket will use its reasonable endeavours to arrange for the Offeror to cancel the investment made by the Subscriber and, if payment has already been made, require the Offeror to return the Subscription Price to the Subscriber. The Subscriber consents to Tokenmarket releasing such information as is reasonably necessary, to the Offeror to allow such return of the Subscription Price, and the Subscriber undertakes to co-operate with Tokenmarket and the Offeror, including in relation to any transaction fees or charges, to facilitate the cancellation of the investment and the return of the Subscription Price. Further details of the payment and returns process can be found under “Paying for my investments” in the FAQ’s section of the TokenMarket Platform.
6.9. The terms relating to the provision of any rewards for investment advertised on the investment Proposal shall constitute part of the agreement formed between the Subscriber and the Offeror pursuant to clause 6.7. Tokenmarket shall not be responsible for the provision of such rewards and shall not be liable for any delay or failure of the Offeror in the provision of such rewards.
6.10. The Warranties are made by the Offeror to the Subscriber. Tokenmarket accepts no responsibility for enforcing any Warranties. Any Subscriber who seeks to enforce any of the Warranties shall bear all costs incurred in connection with such enforcement.
6.11. At any time prior to the expiry of the period specified out in the email sent by Tokenmarket pursuant to clause 6.3 above, Tokenmarket may cancel any order of investment made by the Subscriber that Tokenmarket deems, in its absolute discretion, to be malicious or otherwise detrimental to Offeror or Tokenmarket. This includes, without limitation, investments placed for the purpose of disrupting or causing the closure of the Offeror’s investment Proposal where the Subscriber has no intention of paying the Subscription Price. The Subscriber shall indemnify Tokenmarket for any loss, liability, cost or expense incurred by Tokenmarket in connection with the removal of an investment pursuant to this clause.
6.12. In the event that the Subscriber is connected with the Offeror, he/she shall be deemed to have waived any right he/she may have to cancel his/her investment pursuant to clause 6.3. In this clause 6.12, “connected with” means being:
6.12.1. a director of the Offeror;
6.12.2. a person named in the “Team” section of the Offeror’s investment Proposal; or
6.12.3. a spouse, Civil Partner, parent, child, sibling of any person included in the categories set out at clauses 6.12.1 and/or 6.12.2.
INVESTMENTS AND NEXT OF KIN
7.1. Subscribers are encouraged to ensure that arrangements are put in place for their next of kin to be informed of their order and the Tokenmarket process, and that instructions are provided to enable the Subscriber's order to be withdrawn before it is converted to an irrevocable order on the occurrence of the Subscriber's death, insolvency or incapacity. Tokenmarket accepts no responsibility or liability for orders not being withdrawn before being converted to a firm order through the failure of the Subscriber to put in place such an arrangement, or the failure of the next of kin to communicate a withdrawal.
7.2. Subscribers, or in accordance with clause 7.1, their next of kin, are entitled to withdraw their order at any time prior to it becoming a firm order upon the expiry of the confirmation email as set out in clause 6.3 above.
OFFEROR ARTICLES, BOND INSTRUMENT OR FUND DOCUMENTATION
8.1. The Subscriber acknowledges that, as a consequence of him/her becoming a shareholder of an Offeror, he/she shall be subject to the provisions of the Offeror's Articles of Association (which constitute an agreement between all of the Offeror's shareholders), bond instrument or fund investment agreement, which Articles of Association, bond instrument or fund investment agreement will include certain restrictions on the Securities, bonds or fund units issued and certain rights and obligations will attach to such Securities, bonds or fund units and fund investments.
8.2. The Articles of Association will be in the form notified to the Subscriber by Tokenmarket in the confirmation email referred to in clause 6.3 above and/or as set out on the investment Proposal and may be subject to other documentation or disclosures.
8.3. The Subscriber acknowledges that, as a consequence of him/her becoming a bondholder of an Offeror, he/she shall be subject to the provisions of the Bond Instrument or other debt instrument and associated terms and conditions of the particular debt security (which constitute an agreement between each bondholder and the relevant Offeror) which will include certain restrictions on the debt securities issued and certain rights and obligations will attach to such debt securities.
REGULATION AND LIABILITY
9.1. The Subscriber acknowledges that Tokenmarket's affiliates, and/or the proprietors, officers or employees of Tokenmarket and/or such affiliates may consider expressing interest or subscribing for Securities in an Offeror. If the Subscriber becomes aware of this, he/she agrees not to rely upon the same in making a decision whether to invest in an Offeror, and confirms that any decision by him/her to invest in an Offeror is not based upon any representation, information, action, omission or otherwise of Tokenmarket, its subsidiaries or affiliates or the proprietors or employees of Tokenmarket, its subsidiaries or its affiliates.
9.2. The Subscriber acknowledges that Tokenmarket approves each investment Proposal as a financial promotion but does not provide advice or any form of recommendation regarding the suitability or quality of the investment. The Subscriber acknowledges that the approval of the investment Proposal as a financial promotion by Tokenmarket, or the investment in an Offeror by any person referred to in clause 7.1 is not an indication of approval of the investment Proposal generally, and the Subscriber confirms that it shall take no inference from or make any reference to the same.
9.3. The Subscriber acknowledges and accepts that the TokenMarket Platform includes a forum which is an integral part of an Offeror's investment Proposal which is intended as a service to Offerors to put them in contact with Subscribers, and thus that Tokenmarket's investigation of the Offerors and the content of their investment Proposals is limited, and accordingly Tokenmarket makes no warranty or representation and assumes no liability in respect of the Offerors or the content of their investment Proposals. The Subscriber must make his/her own assessment of the viability, accuracy and prospects of the Offerors, their investment Proposals, and any relevant investment propositions and should consult his/her professional advisers should he/she require any assistance in making such an assessment or should the Subscriber require any services whatsoever in connection with Tokenmarket. In particular, the attention of the Subscribers is drawn to the disclaimer, risk warning and regulatory notice on each investment Proposal.
9.4. The Subscriber warrants, represents and undertakes to Tokenmarket that (i) the Subscriber has categorised himself or herself correctly under clause 4.1 above; (ii) shall comply with any terms and conditions associated with the use of the forums on the TokenMarket Platform, and in particular undertakes not to post any illegal, defamatory or inappropriate material or advice to invest and acknowledges that Tokenmarket will in its absolute discretion have the power to determine whether posts by Subscribers breach this clause 9.4 or are otherwise inappropriate and may be removed by Tokenmarket.
9.5. The Subscriber acknowledges that Tokenmarket does not provide the Subscriber with any advice or recommendations in relation to investments. Nevertheless, it is typically considered prudent for Subscribers to consider spreading their risk over multiple investments and Tokenmarket encourages this approach.
9.6. The Subscriber acknowledges that in approving the investment Proposal as a financial promotion, Tokenmarket has concluded that the investment Proposal, taken as a whole in the context of the above, is fair, clear and not misleading. The Subscriber acknowledges that Tokenmarket has reviewed any factual statements included within the investment Proposal and obtained evidence of their accuracy from the Offeror. However, the Subscriber's attention is drawn to the fact that the evidence is obtained from the Offeror itself and has not been audited by Tokenmarket, which means that it may contain inaccuracies, be incomplete or be a forgery.
9.7. The Subscriber acknowledges that Tokenmarket has checked that aspirational statements contained within the investment Proposal are phrased appropriately in light of their speculative nature. However, the Subscriber acknowledges that the Offeror is likely to be a start-up company and as such may have high ambitions which may be unachievable and exaggerated. The Subscriber acknowledges that Tokenmarket 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 the Subscriber acknowledges that Tokenmarket encourages Subscribers to consider the information provided in the context it is being provided.
9.8 The Subscriber acknowledges that Tokenmarket makes no representation, warranty or undertaking relating to any claims made by Offerors, including, without limitation, that the Offeror and the investment will qualify for or be subject to any tax benefits such as EIS and SEIS or that these tax benefits are pending approval of, or may be revoked by HMRC. Subscriber acknowledges and agrees that tax benefits may change or be disqualified and shall not hold Tokenmarket liable for any loss arising as a result of a tax benefit (including, without limitation EIS or SEIS) not applying to an investment, including without limitation in circumstances where tax has been ‘clawed back’ from a Subscriber by HMRC.
9.9 The Subscriber acknowledges that tax treatment depends on the individual circumstances of each Subscriber and may be subject to change in future.
9.10. Nothing in this Agreement 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 this Agreement shall limit any liability to the extent that liability may not be excluded or limited by any applicable law or regulation.
9.11. With the exception of clause 9.10 above, Tokenmarket's liability (which shall include Tokenmarket’s affiliate or group companies, including Tokenmarket Ltd; and directors, officers and employees of Tokenmarket Ltd, Tokenmarket Capital Ltd and Tokenmarket Nominees Ltd and their directors and officers) 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 in the investment Proposal by Subscriber on www.Tokenmarket.com up to the date of the event leading to the claim; or £1,000.
9.12. Tokenmarket shall not be liable in contract, tort (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise under this Agreement 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 commencement of this Agreement.
9.13. Where a Subscriber invests via a nominee, the nominee company is responsible for the administration of the nominee and trust agreement in accordance with the relevant trust agreement and (save where the nominee is Tokenmarket Nominees Limited) neither Tokenmarket, nor any subsidiary or holding company of Tokenmarket, or any other subsidiary of Tokenmarket’s holding company (other than a nominee company where this forms part of Tokenmarket’s group) is a party or trustee to the nominee agreement or otherwise responsible for the Subscriber’s 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 Subscribers investment via a nominee.
9.14. No money or assets will be held by Tokenmarket (or any subsidiary or holding company of Tokenmarket) for the Subscriber. All monies will be held by TokenMarket’s payments services providers until all of the conditions to an investment Proposal have been met. If an investment Proposal does not complete, for example, because the amount raised does not reach the minimum investment requirement, you money will be returned to you. Further details of how to pay for investments and the flow of money can be found in the Investors FAQ’s or in Schedule 2 hereto.
10.1. Subject to clause 10.2, the Subscriber may terminate this agreement on 7 days' written notice to Tokenmarket.
10.2. If a Subscriber has an outstanding or incomplete order for investment in any Offeror which has not been resolved in accordance with Clause 6.1, the Subscriber may only terminate this Agreement if they have (i) served written notice by email on Tokenmarket; and (ii), has withdrawn his/her order from the ongoing investment Proposal either via the investment Proposal, or by responding to the confirmation email confirming his/her withdrawal.
10.3. Once an order has been made firm with an Offeror in accordance with this agreement, the Subscriber has entered into a contract with the Offeror direct on such terms as are agreed with the Offeror, and Tokenmarket shall have no further obligations or involvement in the investment unless otherwise notified to Subscriber.
10.4. Tokenmarket may terminate this agreement at any time in the event that:
10.4.1. the Subscriber breaches these Subscriber Terms; or
10.4.2. Tokenmarket suspects that the Subscriber has been involved in any criminal or otherwise improper activities, and the Subscriber's use of the Tokenmarket platform will be terminated.
10.5. If Tokenmarket terminates this agreement in accordance with clause
10.4 whilst the Subscriber has placed an order that has not been completed by the issue of Securities in the relevant Offeror, Tokenmarket reserves the right to inform the Offeror of the termination and take such steps as are necessary to ensure that the Subscriber's order is not completed.
10.6. Clauses 6,7,8 and 9 shall survive termination of this agreement and if a Subscriber has made an application to invest or has invested in an Offeror through Tokenmarket then any clause in this agreement that is required in order to put such investment into effect shall also survive.
EARLY DRAWDOWN OF FUNDS
11.1. This clause applies where the Subscriber has entered into a binding subscription agreement with the Offeror and transferred the applicable Subscription Price ("Pre-Committed investment") to the Offeror prior to the email referred to in clause 6.3 being sent.
11.2. Where this clause applies, the Subscriber:
11.2.1 agrees that the Offeror may draw down and spend the Pre-Committed investment at any time after the receipt of such Pre-Committed investment and that there is no guarantee that any further funds will be raised via the investment Proposal;
11.2.2. waives any right he or she may have to cancel the Pre-Committed investment in accordance with clause 6 or otherwise;
11.2.3. agrees that completion of the Pre-Committed investment shall not be subject to the conditions set out in clause 6.5 and that Subscriber may be subject to additional risks of investment which are outside of Tokenmarket’s control;
11.2.4. agrees that, in the event that the investment Proposal is cancelled for any reason, the Offeror shall be solely responsible for issuing the Securities in respect of the Pre-Committed investment; and
11.2.5. acknowledges that the delay between receipt of the Pre-Committed investment and the issue of Securities in respect of such Pre-Committed investment may prejudice any tax relief to which the Subscriber may otherwise be entitled and agrees to take professional tax advice as required.
COMPLAINTS AND QUERIES
12.1. Should a Subscriber have any complaints or queries about the services provided by Tokenmarket or this agreement, they should contact Tokenmarket on firstname.lastname@example.org or by writing to Tokenmarket at 151-153 Wardour Street, London W!F 8WE.
12.2. Complaints may subsequently be addressed directly to the UK Financial Ombudsman Service - contact details as follows:-
Address: South Quay Plaza, 183 Marsh Wall, London E14 9SR, Tel: 0300 123 9 123; or Tel: 0800 023 4567 FREE. Email: http://www.financial-ombudsman.org.uk/
12.3. Subscribers are treated as customers of Tokenmarket and may therefore have the potential to be compensated out of the Financial Services Compensation Scheme in the event that Tokenmarket should fail in the conduct of its FCA regulated activities. However, Subscribers will not be able to claim under the Financial Services Compensation Scheme merely because a Tokenmarket Offeror company fails or does not perform to expectations.
12.4. Communications with, to or from Tokenmarket shall be in the English language.
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.
NO PARTNERSHIP OR AGENCY
Nothing in this agreement 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.
ASSIGNMENT AND VARIATION
15.1. The provisions of this agreement shall not be assigned, transferred, mortgaged, charged or otherwise encumbered by the Subscriber without the written consent of Tokenmarket. Tokenmarket may assign this agreement without restriction subject to compliance with applicable law and regulation.
15.2. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). If any clause is deemed invalid or unenforceable, it shall not impact upon the remainder of this agreement shall remain in force.
16.1. 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 Tokenmarket is adrian@Tokenmarket.net.
16.2. Any notice or communication shall be deemed to have been received if delivered by hand, on the 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.
GOVERNING LAW AND JURISDICTION
17.1. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
17.2. 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 this agreement or its subject matter or formation (including non-contractual disputes or claims).
SCHEDULE 1: NOMINEE TERMS
APPOINTMENT (AND REPLACEMENT) OF NOMINEE
1.1. By subscribing to these Terms and Conditions (including this Schedule 1) (the “Nominee Terms”) the Subscriber agrees that where the terms of any offer made by an Offeror through the Platform states that a nominee will be used to hold the legal title to any investment TokenMarket shall appoint such nominee company as TokenMarket may, in its discretion, determine to act as such nominee (the “Nominee”) on the Subscriber’s behalf in purchasing, administering and holding the relevant investments (whether these are Tokens, Shares, Loan Notes or Loans (the “Investments”)) subscribed to through the TokenMarket Platform in accordance with the Investor Terms and Conditions, this Schedule 1 thereto, the terms upon which the Offeror is offering the Investments (including any shareholder agreements) and in the Nominee Deed (as defined in clause 9 below) (together an “Investment Agreement”) which shall be issued upon completion and acceptance of an Investment Agreement.
1.2. Subject to clause 12 below, the Subscriber hereby expressly appoints TokenMarket to be its true and lawful attorney (“Attorney”). In its capacity as the Attorney, TokenMarket may:
1.2.1. in the Subscriber’s name and on its behalf to do and perform all things that are necessary and desirable; and
1.2.2. appoint the Nominee on the Subscriber’s behalf to also be the Subscriber’s true and lawful attorney and on the Subscriber’s behalf to do and perform all things that are necessary and/or desirable by the Nominee including inter alia the performance of its services hereunder (the “Services” as defined in clause 1.), and to procure that the Nominee provides the Services hereunder as required by the Subscriber in respect of the Investments made in the relevant Offeror; and
1.2.3. take all actions and decisions deemed necessary by TokenMarket to procure the provision of the Services (as defined in clause 1.4 below) including being authorised to appoint the Nominee and to grant the Nominee power of attorney in respect of the Services to be rendered hereunder; and
1.2.4. to render valid and effectual any and all acts done, decisions made and instruments or other documents executed pursuant to this power of attorney by the Nominee as though done by TokenMarket and/or the Subscriber hereunder.
1.3. On the Subscriber’s behalf TokenMarket shall procure that the Nominee shall do all things stated in these Nominee Terms including, inter alia:
1.3.1. use the amount subscribed by the Subscriber to subscribe for the Investments as nominee for the Subscriber;
1.3.2. hold and administer the Investments as the legal holder thereof;
1.3.3. in the case of loan notes, to submit a conversion notice to the Offeror if so requested by the Subscriber;’
1.3.4. in the case of loan notes. to submit a redemption notice to the Offeror upon their maturity or, in the case of a loan, submit a repayment notice on the date it is due to be repaid, in each case, so as to procure the payment of any amounts due to the Subscriber thereunder; and
1.3.5. not to make, have or claim any beneficial or other interest in the Investments save as nominee for the Subscriber.
1.4. The Subscriber acknowledges that it may be one of a group of other TokenMarket Platform members who subscribe for investments offered by the Offeror via the TokenMarket Platform (“Co-Investors”) to be held by the Nominee on their behalf (“Common Investments”). All of the Co-Investors shall be deemed by the Nominee to have shared objectives in relation to the Common Investments and in terms of the Nominee’s role in respect of the Common Investments and the Nominee shall hold and administer the Common Investments as it believes, in its absolute discretion, to be in the best interests of the Subscriber having regard at all times to the best interests of the Co-Investors as a whole.
1.5. The Subscriber irrevocably acknowledges and confirms to TokenMarket and the Nominee that:
1.5.1. The Subscriber has not relied on any representation, advice, information or appraisal of the Offeror (or its respective affairs) or the directors of the Offeror carried out or effected by TokenMarket or the Nominee;
1.5.2. Neither TokenMarket nor the Nominee shall have any liability to the Subscriber in respect of the Subscriber’ decision to subscribe for the Investments; and
1.5.3. The Subscriber has made such investigations, appraisals and assessment of the Offeror as it deems necessary, desirable and sufficient in making the Investments.
1.6. The Subscriber acknowledges and agrees that it shall not be entitled to direct the actions of the Nominee except as expressly provided for in this Agreement.
1.7. Without prejudice to the generality of the appointment hereunder, subject to clause 8 below, the appointment of the Nominee shall extend but shall not be limited to the Nominee undertaking any of the following matters (the “Services”):
1.6.1. taking the actions required to comply with Paragraph 1.3;
1.6.2. supplying the Offeror with the Subscriber’s personal details provided via the TokenMarket Platform;
1.6.3. taking all decisions, giving or refusing all consents, exercising all rights, performing any acts and things to be done that are capable of being exercised or performed by the Subscriber in connection with the Offeror including, but not limited to a sale, listing or winding-up as defined in the UK Companies Act 2006 and any related and applicable legislation;
1.6.4. attending and voting at any meeting of the Offeror, including the appointment of a proxy or corporate representative to attend and vote in lieu of the Nominee in such manner as the Nominee shall think fit;
1.6.5. appointing and removing any director, officer, member, partner or trustee of the Offeror who the Nominee is entitled to appoint or remove;
1.6.6. accepting or declining any offer of Investments (whether by way of transfer, assignment or allotment) made to the Subscriber; and,
1.6.7. take any other actions to which the Nominee is entitled by virtue of being the legal holder of the Investments in the Offeror.
INDEMNIFICATION AND RATIFICATION
The Subscriber hereby undertakes to ratify and confirm whatever TokenMarket and the Nominee shall do or cause to be done hereunder (including, without prejudice to the generality of the foregoing, in relation to any Exit Transaction or Pre-Emption Offer(as defined in clauses 3 and 4 below)) and to indemnify TokenMarket (and the Nominee) and to keep TokenMarket (and the Nominee) indemnified against all losses, costs, claims or expenses which TokenMarket may suffer as a result of any claims asserted by the Subscriber other than any such losses, costs, claims or expenses arising as a result of negligence, wilful misconduct or fraud by TokenMarket.
3.1. The terms of any Investment Agreement, Investments and the articles of association of the Offeror may give the Subscriber (together with any other holders of Investments in the Offeror) the right to subscribe for new Shares in the Offeror or securities giving rights to, or in to, such Shares or to acquire existing Shares in the Offeror before they are offered to third parties (a "Pre-Emption Offer").
3.2. The Subscriber acknowledges that:
3.2.1. if an Offeror makes such an offer , the Nominee will not accept or decline any such Pre-Emption Offer on the Subscriber’s behalf but will send to the Subscriber any relevant documentation which is sent by the Offeror to the Nominee with respect to the Pre-Emption Offer as soon as reasonably practicable after the Nominee receives such documentation;
3.2.2. any such Pre-Emption Offer will typically be subject to the Subscriber accepting it within a designated period of time; and
3.2.3. any further communications between the Subscriber and the Offeror in relation to such Pre-Emption Offer shall be made directly between the Subscriber and the Offeror and the Nominee shall not have any further obligation to the Subscriber in relation to such Pre-Emption Offer.
3.2. Any securities which the Subscriber acquires as a result of such Pre-Emption Offer shall also be held by or administered by, the Nominee on The Subscriber’s behalf.
4.1. The Nominee shall sell, assign or transfer the Investments if there occurs an “Exit Transaction” being:
4.1.1. a transaction in which the Offeror's shareholders, including the Nominee on the Subscriber’s behalf, are required to sell the Investments under the terms of the Offeror's articles of association or any Investment Agreement (a "Mandatory Sale Transaction"); or,
4.1.2. a transaction or initial public offering process pursuant to which the Offeror's shareholders, including the Nominee on the Subscriber’s behalf, are entitled to sell the Investments it holds pursuant to the terms of the Offeror's articles of association or the relevant Investment Agreement (a "Voluntary Exit Transaction").
4.2. If a formal offer for the Nominee to sell the Investments is made other than pursuant to an Exit Transaction (a "Market Sale"), and the Nominee believes (in its absolute discretion) that the Market Sale represents for the Subscriber a bona fide and reasonable opportunity:
4.2.1. the Nominee shall provide The Subscriber with such information about the Market Sale as is reasonably practicable and shall request instructions from the Subscriber, within a designated period of time, as to whether to sell the Investments;
4.2.1. if the Subscriber instructs the Nominee to sell the Investments the Nominee shall use its reasonable endeavours to do so pursuant to the terms of the Market Event and the Subscriber acknowledges that:
(a) the Market Event may be subject to pre-conditions and the willingness of the counterparty to progress the sale and purchase; and
(b) if there is competition to sell Investments the Nominee may agree to reduce the number of Investments to be sold; and,
(c) if the Subscriber instructs the Nominee not to sell the Investments or fails to give instructions within the designated time frame the Nominee shall continue to hold the Investments on the terms hereof.
4.3. If the Nominee sells the Investment any cash received in consideration shall be credited to the Subscriber’s account as soon as practicable and any non-cash property received in consideration shall be sold or held in accordance with clause 12.
GENERAL PROHIBITION OF TRANSFER
5.1. The Subscriber may not make a transfer (which, for these purposes, includes the transfer, assignment or any other disposal of a beneficial or other interest in the Investments or the creation of a trust or encumbrance over the Investments) of Investments except pursuant to clause 4.
5.2. Any purported transfer in contravention of this Clause 5 shall be null and void.
DISTRIBUTIONS FROM OFFEROR
6.1. If the Offeror pays a cash dividend or makes a cash distribution, the Nominee shall, as soon as practicable after receiving such dividend or distribution, credit the Subscriber’s account.
6.2. In the event that the Offeror makes a distribution of property other than cash, the Nominee shall hold or sell such property in accordance with clause 7.
7.1. In the event that at any time the Nominee holds property (other than the shares or cash), the Nominee shall administer such property in the Subscriber interests until such time as the property is sold pursuant to clause 7.2.
7.2. The Nominee may sell some or all of any non-cash property at any time, in any manner and for any consideration it deems advisable in its discretion and in the Subscriber’s interests and those of any Co-Investors.
7.3. If the Nominee receives cash in consideration of property it sells, the Nominee shall treat it in the same way as the Nominee would treat cash received in consideration of the sale pursuant to clause 4.3(a).
7.4. If the Nominee receives non-cash property in consideration, the Nominee shall treat it in the same way as the Nominee would treat non-cash property pursuant to clause 4.3(b).
TOKENMARKET FEES FOR NOMINEE SERVICES
The Subscriber shall not be charged any TokenMarket Fees for the Nominee Services the Subscriber receives via the TokenMarket Platform. The Subscriber acknowledges and agrees that TokenMarket is entitled to charge and collect all TokenMarket Fees payable for the Services from the Offeror to which the Subscriber relevant Investment relates. Notwithstanding this, the Nominee shall be entitled to charge the Subscriber fees at its then current standard applicable rates for any services rendered by the Nominee that go beyond the Services as defined and set out at Clause 1 of these Nominee Terms. Such fees shall be payable direct to the Nominee upon receipt of an invoice in accordance with the Nominee’s standard rates and standard terms of business.
NOMINEE DEED OF TRUST
When the Subscriber completes the Investment Agreement, the Subscriber shall be issued with a nominee deed by the Nominee via the TokenMarket Platform (“Nominee Deed”). The Subscriber acknowledges that the Nominee Deed is a legal trust declaration issued by the Nominee confirming that the Subscriber’s Investments shall be held on trust for the Subscriber as the “Beneficial Owner” and that the Nominee shall carry out the Services in accordance with these Nominee Terms.
10.1. The Subscriber acknowledges that TokenMarket and the TokenMarket Platform solely act as a conduit and all Services hereunder are undertaken and performed by the Nominee who is solely responsible for the provision and quality of the Services. TokenMarket shall not be liable for any Claims asserted against, or Losses suffered by the Subscriber (actual and consequential, direct or indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the Nominee’s acts or omissions. For the avoidance of doubt, TokenMarket shall have no liability whatsoever arising under or in connection with the Services to be rendered in accordance with these Nominee Terms, whether in contract, tort (including negligence or wilful default), breach of statutory duty or otherwise.
10.2. Subject to Paragraph 10.4, the Nominee shall not be liable to the Subscriber for any special, indirect or consequential loss or damage or any loss (whether direct or indirect) of profit, anticipated profits, business, data, opportunity, revenue, goodwill or reputation.
10.3. Subject to Paragraph 10.4, the Nominee’s total maximum liability in aggregate arising under or in connection with the Nominee Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed, an amount equivalent to the Fees paid to TokenMarket for the Services by the Offeror.
10.4. Nothing in this Paragraph 10 shall however exclude or restrict any party’s liability for (i) fraudulent misrepresentations, (ii) any liability where the law does not permit such exclusion of liability, and (iii) death or personal injury arising from negligence.
10.5. Except as expressly set out in these Nominee Terms, TokenMarket on behalf of itself and the Nominee, gives no warranties and excludes all other express or implied terms, conditions and warranties to the fullest extent permitted by law.
10.6. No action arising out of or in connection with these Nominee Terms may be brought by the Subscriber more than twelve (12) months after the date of the event from which the claim (or series of related claims) arose.
11.1. In the event of the Subscriber’s death, the Nominee shall hold the Investments or property received in consideration, as Nominee for the Subscriber’s estate until such time as the beneficial interest in the same is transferred pursuant to Paragraph 11.2.
11.2. If the Nominee receives instructions from the Subscriber’s personal representative, executor or heir following the Subscriber’s death indicating to whom the beneficial interest in the Investments and/or any non-cash property received in consideration should be transferred (the "Heir") together with evidence to the satisfaction of the Nominee of the instructing party's authority to give such instructions:
11.2.1. The Nominee shall instruct such Heir to join the TokenMarket Platform as a TokenMarket Member (or the Nominee will create a special TokenMarket Membership on his or her behalf subject to and on the terms of any arrangements agreed with the Heir but shall take no other actions through the TokenMarket Platform; and,
11.2.2. At such time as the Heir executes a nominee agreement in the form and manner prescribed by the Nominee:
(a) The Subscriber’s estate shall cease to be the Beneficial Owner of the Investments and/or any non-cash property received in consideration; and,
(b) the Heir shall be, and the Nominee shall treat the Heir as being, the Beneficial Owner of the Investments and/or non-cash property received in consideration.
NOMINEE'S RELEASE TO SUBSCRIBER
12.1. The Nominee may transfer legal ownership of some or all of the Subscriber’s Investments and/or any non-cash property held by the Nominee pursuant to Paragraph 7, to the Subscriber or, where relevant, the Subscriber’s estate at any time if either:
12.1.1. The Nominee concludes that it is no longer in a position to hold the Investments and/or any non-cash property in the Subscriber’s best interests and in compliance with all applicable laws and regulations and a new Nominee has not been appointed; or,
12.1.2. It reasonably appears to the Nominee that the Offeror (or other non-cash property) is likely to be stagnant for the foreseeable future, meaning that it is unlikely to produce significant returns but does not intend to wind up its business or otherwise cease to exist.
12.2. Any transfer of legal ownership of the Investments and/or any non-cash property pursuant to clause 12.1 will, if the Nominee requires, be subject to the Subscriber or the Subscriber’s estate agreeing to be bound by the terms of any shareholder agreement or similar document in place in relation to the Offeror at the time of transfer.
12.3. The Subscriber expressly agree and acknowledge that, in the event that the Nominee exercises its right under Paragraph 12.1, the Subscriber will become the legal, in addition to beneficial owner of the Investments and/or any non-cash property and the Subscriber recognises that, among other things, the Subscriber shall incur the administrative and other burdens of administering and holding such Investments and/or any non-cash property.
13.1. These Nominee Terms and therefore, the appointment of the Nominee as well as the Nominee Deed shall continue in force until and unless the Nominee no longer holds any of the Investments and/or any non-cash property received in consideration as the Subscriber’s Nominee or the Nominee of the Subscriber’s estate. The Subscriber’s Membership of the TokenMarket Platform shall not be affected.
13.2. Should the Subscriber’s membership of the TokenMarket Platform terminate for any reason, these Nominee Terms and the Nominee Deed (which has not since been dissolved) shall remain in full force and effect and the Nominee shall hold the Investments and/or any non-cash property received in consideration as the Subscriber’s agent as well as Nominee.
13.3. The Nominee will make any payments due to the Subscriber to the address the Subscriber submitted to the TokenMarket Platform unless the Nominee is otherwise instructed otherwise by the Subscriber in writing.
13.4. Notwithstanding anything else in this clause 13, the rights and privileges of the Nominee provided in these Terms shall apply to the Nominee in its capacity as agent to the same extent that they apply in its capacity as Nominee.
13.5. These Terms do not create a relationship of partnership between the Subscriber and the Nominee and should not be construed so as to create any partnership or another form of joint venture.
13.6. TokenMarket may, at any time and entirely at its discretion, appoint any other person, corporate entity, body or organisation as a replacement Nominee provided that TokenMarket is satisfied that such new Nominee is competent to perform the obligations of the Nominee under this Agreement and that such new Nominee agrees to be bound by such obligations before the departing Nominee can be released from such obligations. Upon a New Nominee's appointment, the departing Nominee shall cease to be the Nominee and shall no longer be bound by this Agreement.
14.1. Except where these Nominee Terms provide otherwise, any notice from the Subscriber to the Nominee or TokenMarket in respect of the Services shall be given by e-mail to email@example.com
14.2. The Subscriber agrees that any notice from the Nominee to the Subscriber in respect of the Services may be given either via the TokenMarket Platform, by email to the address set forth in the Subscriber TokenMarket Platform profile or by post or courier to the physical address set forth in the Subscriber TokenMarket Platform profile. All notices given under this Agreement shall be in the English language.
SCHEDULE 2: FUNDS FLOW
What fees will I pay when investing through TokenMarket?
1.1. Paying for your investments
You can pay for your investments in a TokenMarket approved campaign in two ways: by a bank card at the time of creating your investment, or by a bank transfer. Any payments or deposits made using a bank or credit card will be transferred to a third-party payment provider, Pay Safe Limited. Any payments or deposits made by bank transfer will be made to a different third-party payment provider, Clear Junction Limited. In each case, payments will be credited to custodial accounts. Further details of PaySafe and Clear Junction are here https://www.paysafe.com/na-en/ and https://www.clearjunction.com/.
Note: No funds will be held by or transferred to TokenMarket or any Issuer itself until the relevant offer is unconditional. In the interim, funds will be held by PaySafe or Clear Junction in designated client accounts.
It is important to note that tokens will be allocated to you based upon the full amount you subscribe if the offer is successful. If the Offer is unsuccessful the amount returned to you may be subject to deduction of certain fees as set out below, depending upon how you paid.
1.2. Using Debit or Credit Cards.
You can pay using any debit or credit cards but there may be the fees to bear. Non- European credit cards may incur higher fees. You cannot use cards from any countries not supported by PaySafe. For details of any restrictions on payment cards see the PaySafe website.
Fees for the use of credit card and debit cards may vary. Costs payable by the Issuer will be as follows:
1.2.1. A gateway fee of [10 – 20] pence per transaction;
1.2.2. A flat fee of 0.7% of the amount transferred;
1.2.3. A fee of 0.2% of the payment amount from a debit card or a fee of 0.3% of the payment amount for credit card transfers;
1.2.4. A fee of 1.4 to 2% for transfers from non-European credit or debit cards; and
1.2.5. A scheme fee (a fee for using the transfer network) of 0.04% rising to 0.4% for non-European cards.
If the Offer is successful, the amount transferred to the Issuer will be after deduction of these charges but it will not affect the number of tokens to be issued to an Investor. If the Offer or your application for tokens is unsuccessful, your money will be returned to you and any other unsuccessful Investor in full although the Issuer (not the Investor) will still have to bear these costs save for (v) above which is refundable.
1.3. Using Bank Transfers
Bank transfers can be made to the account/wallet designated for the Issuer’s offer, details of which will be available on the Issuers deck on the TokenMarket Platform and on the payment page you are directed to as part of the investment process.
The fees payable for FasterPayments bank transfers will be:
1.3.1. A minimum fee of £1.00 for investments up to £333.33; or
1.3.2. A fee equal to 0.3% for investments over £333.34.
If the Offer is successful, these fees will be deducted from the amounts payable to the Issuer but it will not affect the number of tokens to be issued to you and any other successful Investor. If the Offer is unsuccessful, these fees will be deducted from the amount repaid to the Investor. Any refunds will take 1-3 days to be recredited to your and any other unsuccessful Investors account after an Offer has been terminated or the investment is deemed unsuccessful.
1.4. CHAPS payments/fees
If Clear Junction receives GBP CHAPS transfer, the charges will be:
(a) A minimum fee of £15.00 for investments up to £5,000; or
(b) A fee equal to 0.3% for investments over £5,001; and
(c) A refund fee of £15 GBP if applicable.
If the Offer is successful, these fees will be deducted from the amounts payable to the Issuer but it will not affect the number of tokens to be issued to you and any other successful Investor. If the Offer is unsuccessful, these fees plus a refund fee of £15.00 will be deducted from the amount repaid to the Investor. Any refunds will take 1-3 days to be recredited to your and any other unsuccessful Investors account after an Offer has been terminated or the investment is deemed unsuccessful.
Funds Flow or “where does my money go”?
NOTE that funds will not be held by by TokenMarket but by PaySafe or Clear Junction. Funds will only be transferred to the Issuer or to meet fees relating to the Offer (including those of TokenMarket) if TokenMarket confirms to Clear Junction or PaySafe, as the case may be, that all of the conditions to the Issuer’s offer have been met. If the conditions are not met either payment will not be taken from your card (if they have not been transferred already) or, in relation to funds already transferred to Clear Junction’s or PaySafe’s client accounts, returned to you less any transfer charges as outlined above.
The funds paid for by card will immediately display as paid in your account on the TokenMarket platform.
If you deposit funds to the Clear Junction account by bank transfer, you will need to instruct an electronic transfer from your bank using the details provided. Unlike with payments made by card, these funds will only display in your TokenMarket account once they have been received into our Clear Junction client money account – you’ll receive a notification when this has happened.
Please note that while your money is held by Clear Junction or PaySafe, such funds will not be treated as client money held by TokenMarket under Financial Conduct Authority (FCA) Client Assets Source book rules.
Neither TokenMarket nor the Issuer itself will charge you any fees for payment or deposit processing. However, you will pay (a) any bank credit or debit card transfer charges on your side to ensure that the full intended amount reaches our payment service providers; and (b) in the circumstances outlined above, any bank charges incurred by Clear Junction should the money need to be transferred back to you