1. Interpretation
In these Terms the following definitions will apply:
1.1 “Riverside Capital” means Riverside Capital Fund Managers Limited (Registered in England & Wales No 09410254) whose registered office is at Seebeck House 1 Seebeck Place, Knowlhill, Milton Keynes, Buckinghamshire, MK5 8FR
1.2 “Riverside Capital Client” means any person, including but not limited to an individual, body corporate, unincorporated association, partnership or trust, that has been accepted and registered as a client of Riverside Capital;
1.3 “FCA” means the Financial Conduct Authority;
1.4 “Terms” means these terms and conditions; and
1.5 “we”, “us” or “our” means Riverside Capital.
2. Financial Conduct Authority Authorisation
Riverside Capital Fund Managers Limited is authorised and regulated by the Financial Conduct Authority (firm reference number 697868). The registered office address of Riverside Capital is Seebeck House 1 Seebeck Place, Knowlhill, Milton Keynes, Buckinghamshire, MK5 8FR. Registered in England & Wales No. 09410254.
3. Client Registration
3.1 To become a Riverside Capital Client you must satisfy all of the following conditions:
3.1.1 you are an individual client over 18 years of age or a corporate client; And
3.1.2 you complete and submit to us our Riverside Capital Client registration form (“Client Registration Form”) and subsequently and satisfactorily answer any further questions that we may raise with you to satisfy us that you meet the criteria to become a Riverside Capital Client; and<
3.1.3 you provide the necessary evidence on request and authorise the undertaking of any searches of any databases available to us in order for us to be able to fulfil our obligations under anti money laundering requirements; and
3.1.4 you satisfy any further reasonable requirements that we may from time to time impose on those who register to become a Riverside Capital Client.
3.2 However, even if you satisfactorily meet the requirements set out in Clauses 3.1.1 to
3.1.4, you accept that we are not obliged to accept any client registration, nor will we be obliged to give reasons for such refusal.
3.3 You warrant to us that all information provided to us by you or on your behalf in respect of your Riverside Capital Client registration shall be complete and accurate.
4. Client Registration Fees
4.1 Riverside Capital does not charge a fee for registration.
4.2 Please be aware that there may be other taxes and costs incurred which are not payable through Riverside Capital.
5. Our Service
5.1 As a Riverside Capital Client you will receive access to investment opportunities that have been reviewed by us within the asset classes that we may be offering from time to time. We will notify you by post or email when new investment opportunities are available. However, we accept no responsibility if, for whatever reason, you do not receive such notifications. Riverside Capital reserves the right to withhold Investment Proposals from any client.
5.2 All investment opportunities will be given to you by way of an investment proposal (“Investment Proposal”). You will be able to request further information about particular opportunities and/or register your interest in them. We will also monitor and report on the progress of your investment(s) from time to time.
5.3 If you are not investing in the course of a business and you did not meet one of our representatives prior to becoming a Riverside Capital Client you may cancel your registration within 14 days of Riverside Capital accepting your registration. Notification of the request to cancel should be delivered by hand, registered post or email to the address given in Clause 12.1.1. The 14-day period will commence on the date that you were notified by post or email that your registration had been accepted by Riverside Capital.
5.4 Notwithstanding Clause 5.3, you may cease to be a Riverside Capital Client with immediate effect on receipt by us of written notice of termination from you, or by us giving you three months’ prior written notice of termination. We also reserve the right to cancel your client status if you have not invested in any of our investment opportunities notified to you in any consecutive 12-month period from the date of Riverside Capital accepting your registration.
5.5 Once you cease to be a Riverside Capital Client, we will no longer provide the services set out in these Terms, although any of your investments made prior to the date when you cease to be a Riverside Capital Client will not be affected.
5.6 You shall inform us promptly if at any time information that you have provided to us during the registration process changes. If, in our opinion, you no longer meet the criteria described in Clause 3 above, we shall be entitled to terminate your Riverside Capital Client status on written notice with immediate effect.
6. Confidentiality
Investment Proposals in relation to an investment opportunity are only made available to Riverside Capital Clients. They are provided to you on a strictly confidential basis and you agree:
6.1 to keep the information contained in the Investment Proposal secret and confidential;
6.2 to use the information in the Investment Proposal only for the purposes of considering and evaluating the investment opportunity contained within it for your own investment purposes;
6.3 not to directly or indirectly disclose such information (or allow it to be disclosed) to any person without our prior written permission; and
6.4 to take all reasonable steps to ensure that no person gains access to such information unless authorised by us.
7. Professional Client
For the purposes of your relationship with us, we have categorised you as a Professional Client as defined in the FCA Handbook. If we have categorised you as an Elective Professional Client (as opposed to a Per Se Professional Client), you will have received separate notification of the reasons for this and the consequences for your protections under FCA Rules. By agreeing to these Terms you confirm that you wish to be classified as a professional client and that you have considered the implications of the loss of these protections.
8. Complaints
8.1 Any complaints about us or the services provided by us should be referred in writing in the first instance to our Compliance Officer, Andy Taylor at the address shown in Clause 12.1.1.
8.2 We are covered by the Financial Services Compensation Scheme (the “Scheme”):
Clients may be entitled to compensation from the FSCS in the event that we are declared to be in default and cannot meet our obligations and if a client has a valid claim against the company. Entitlements would depend on the type of business and the circumstances of the claim. Clients should be aware that whether they are eligible to make a claim under the FSCS will depend on various factors and that there are limits to the amount of compensation the FSCS will pay. The Scheme covers investment business up to a maximum level of compensation of £50,000 per person.
9. Data Protection
9.1 Any personal information we gather from you is processed in accordance with data protection legislation in England and Wales.
9.2 Personal information provided by you on your Client Registration Form and in any subsequent correspondence with us in relation to your registration will be used for the purposes of processing your registration. If your registration is successful, your personal information will be used to send you Investment Opportunities, information about events for Riverside Capital Clients and to administer and manage your investments. This may include providing your details to investee companies and overseas regulators. We will also use your personal information as necessary to meet our legal and regulatory obligations, including under FCA rules and anti-money laundering requirements. We will not share your information with third parties for any other purpose unless required to do so by law. In particular, we will not share your information with any third parties for marketing purposes without your prior consent.
9.3 You have a right to access the personal information that we hold about you. To obtain a copy of this information, you should write to our Compliance Officer, Andy Taylor, at the address in Clause 12.1.1. We reserve the right to charge a statutory fee (currently £10) for the provision of this information.
10. Liability
10.1 You should be aware that a higher degree of risk is generally attached to our investments and that our types of investment are illiquid. We do not make personal recommendations and we do not guarantee that any particular investment will be suitable to your individual situation. You should make the decision to invest in an opportunity wholly in reliance upon your own experience and expertise and, if appropriate, after consultation with your independent financial advisers.
10.2 You should note that the value of any investment may go down as well as up, and we do not guarantee that you will receive back the full amount that you invest. It is possible that you could lose your entire investment. You should ensure that you have sufficient liquidity to bear this risk before considering any investment.
10.3 We will provide our services with due care, skill and diligence. Any information received from businesses looking for investment will be verified as far as it is reasonably possible for us to do so. We will ensure that our communications are clear, fair and not misleading, with regard to your classification as a professional client.
10.4 If we provide notes on the tax implications of any investment, such notes will not constitute specific advice and will be of a generic nature only. We recommend that you consult your own tax advisers before investing.
10.5 Clauses 10.5 to 10.9 set out our entire financial liability to you (including any liability for the acts or omissions of our employees, agents and sub-contractors) arising out of or in connection with your status as a Riverside Capital Client.
10.6 All implied terms are excluded from these Terms to the fullest extent permitted by law.
10.7 We accept our liability for personal injury or death which is caused by our negligence and for our fraudulent misrepresentations.
10.8 Subject to Clause 10.7, we shall not be liable to you for:
10.8.1 any indirect, consequential, special or punitive loss, damage, costs or expenses;
10.8.2 depletion of goodwill;
10.8.3 loss of reputation;
10.8.4 loss of profit;
10.8.5 loss of business; or
10.8.6 loss or damage to or corruption of data.
10.9 Subject to Clauses 10.6 and 10.7, our total liability for any direct loss or damage shall not exceed the limit of Riverside Capital’s relevant insurance policy for any one event or series of connected events.
11. Powers of Attorney
11.1 Upon registration as a Riverside Capital Client, you must sign powers of attorney (“PoAs”) in favour of Riverside Capital and its solicitors, Collas Crill Group. The PoAs will be used to execute investment documents on your behalf and to exercise your rights as the holder of the investments that you make through Riverside Capital.
11.2 Subject to Clause 11.3 below, you may at any time revoke your PoAs by giving notice in accordance with the provisions of the PoAs. If you revoke your PoAs, or in Riverside Capital’s opinion your PoAs are no longer binding or are in need of re-execution, Riverside Capital reserves the right to stop providing you with Investment Proposals or otherwise allow you to participate in Riverside Capital’s investment opportunities.
11.3 In certain circumstances your PoAs are irrevocable, as they are securing your obligations to other parties. Generally, the PoAs will only be irrevocable where your refusal to use the PoA would only delay an event rather than change the ultimate result, Further details may be provided on request.
12. Notices
12.1 Any notice or other document required to be given to us by you may be given by personal delivery, registered post or by email to: FAO: Andy Taylor, Riverside Capital, 11 Berkeley Street, London, W1J 8DS. Email: compliance@rivercap.co.uk.
12.2 Any notice or other document required to be given by us to you will be sent to the address provided on your Client Registration Form, or such other addresses within the United Kingdom as either of us may notify to the other in writing from time to time.
12.3 Any such notice or other document given in accordance with these Terms shall be deemed to have been received:
12.3.1 if given personally or by email, upon delivery (unless such delivery takes place on a day which is not a working day or after 5.00 pm on a working day, in which case it will be deemed to have been given at 10.00 am on the next working day); and
12.3.2 if given by registered post, at the close of business on the second working days following the date of despatch.
13. General
13.1 Your registration to become a Riverside Capital Client and, if successful, your Riverside Capital Client status, will be governed by these Terms and, where applicable, the Notice of Treatment as a Professional Client, to the exclusion of all other terms and conditions. If any part of these Terms is found by a court to be invalid or unenforceable, its invalidity or unenforceability shall not affect the other provisions of these Terms, which will continue to have effect. No waiver by any party of any breach of any provision shall be considered as a waiver of any subsequent breach of the same provision or any other provision. No failure or delay in exercising any right under these Terms shall prevent the exercise of that or any other right.
13.2 No variations to these Terms shall be effective unless made in writing and signed by or on behalf of both of us.
13.3 You may not assign or transfer any benefit, interest or obligation under these Terms.
13.4 No person, other than you or us, may enforce or rely upon these terms under the Contracts (Rights of Third Parties) Act 1999.
13.5 These Terms and any claim or dispute arising out of or in connection with their subject matter information (including non-contractual claims or disputes) shall be governed by English law and both of us submit to the non-exclusive jurisdiction of English courts in relation to any claim or dispute arising out of or in connection with their subject matter or formation (including non-contractual claims or disputes).
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