Investor Terms and Conditions
1. INTRODUCTION
1.1 We operate a Platform to facilitate investment in shares and other investments by you, as set out in these Terms and Conditions.
1.2 These Terms and Conditions, along with the other documents set out at clause 3.1 below, constitute your contract with us when you use the Platform.
1.3 It is important that you read these Terms and Conditions and all the Platform Agreements carefully. Please print a copy of these Terms and Conditions for future reference. A link to the latest version of these Terms and Conditions for you to download or print (and the amendment history) will also be available on the Platform under your account settings. If you have any questions on the Terms and Conditions, please contact us at support.ventures@wahed.com or in our digital application live chat.
1.4 The Glossary in Schedule 1 to these Terms and Conditions sets out the definitions of words and phrases used in these Terms and Conditions and gives the rules for interpreting them. The definitions and rules of interpretation in the Glossary affect the meaning of these Terms and Conditions so it is important that you refer to the Glossary in reading these Terms and Conditions.
1.5 IMPORTANT: We do not provide any advice on the merits of any Offer made available via the Platform nor do we make any personal recommendations on any Investments. If you are unsure of any investment decision, you should seek the advice of a professional financial adviser.
2. ABOUT US
2.1 Maydan Capital Ltd, trading as WahedX and Wahed Ventures, is an appointed representative (FRN: 963613) of Wahed Invest Ltd (FRN: 833225), a firm authorised and regulated by the Financial Conduct Authority.
2.2 By operating the Platform, we are acting as a non-advisory intermediary. This means that we may:
2.2.1 introduce you to investment opportunities with Fundraising Companies,
2.2.2 pass your investment requests or other instructions to the Custodian or to the Fundraising Companies,
2.2.3 act as your agent to:
(a) arrange for the Custodian to hold Client Money for you,
(b) (depending on the Services that we provide) arrange for the Custodian to purchase Investments in accordance with your instructions, and
(c) (depending on the Services that we provide) arrange for the Custodian to safeguard Investments on your behalf, and
2.2.4 enable you to view all Investments arranged through the Platform, either online or via our app.
2.3 We will not:
2.3.1 hold or safeguard your Investments or your money,
2.3.2 deal in any investments (either on our own behalf, or as your agent),
2.3.3 provide investment advice, or
2.3.4 provide portfolio management.
3. OUR AGREEMENT WITH YOU
3.1 When you submit an application to become an Investor on our Platform, you accept and agree to comply with these Terms and Conditions. These Terms and Conditions form the basis of a binding agreement between you and us which consists of:
3.1.1 these Terms and Conditions,
3.1.2 the Additional Terms applicable to any of your Investments, and
3.1.3 WahedX’s cookie policy, privacy policy, conflicts of interests policy, Platform terms of use and all terms and conditions of WahedX published on its Platform as updated from time to time,
(together, the Platform Agreements).
3.2 The Platform Agreements (including these Terms and Conditions) are our client agreement with you. The Platform Agreements set out all the terms agreed between you and us with respect to your use of the Platform. We may make changes to the Platform Agreements from time to time, as set out in clause 21. If you do not agree with any provision of these Terms and Conditions, or any other provision of the Platform Agreements, you must not make any further use of the Platform.
3.3 In the event of a conflict between these Terms and Conditions and the Additional Terms, the Additional Terms shall prevail.
3.4 These Terms and Conditions do not apply to Fundraising Companies. We may enter into a separate agreement with each Fundraising Company.
4. REGISTERING AS AN INVESTOR
4.1 To register as an Investor on our Platform, you must:
4.1.1 (if you are an individual) be at least 18 years old, and provide us with any identification documents which we may request, or
4.1.2 (if you are not an individual, for example because you are a company), provide us with such confirmations of status or other documents as we may request.
4.2 By registering as an Investor, you confirm that:
4.2.1 (if you are an individual) you live in the United Kingdom,
4.2.2 you are resident in the United Kingdom for tax purposes,
4.2.3 (if you are a retail client) you are:
(a) a Certified High Net Worth Investor,
(b) a Certified Sophisticated Investor,
(c) a Self-Certified Sophisticated Investor, or
(d) a Restricted Investor,
4.2.4 you have read the non-exhaustive risk warnings at clause 16 of these Terms and Conditions, in the Risk Warning Notice and any other risk warnings set out on the Platform, and are prepared and able to accept the risks of investing via our Platform,
4.2.5 (if you are not an individual, for example, because you are a company), you confirm that you have the appropriate internal and any external, including regulatory (if required) authorisations to enter into the Platform Agreements,
4.2.6 except as specifically agreed in writing with us, you invest on your own account and you do not invest on behalf of a third-party. All orders for Investments made through the Platform are made exclusively on your own behalf. You confirm that you are not acting as trustee, broker, investment manager or in any other capacity as representative of a third party,
4.2.7 (if you are an individual) you have not been, nor do you reasonably anticipate that you may be, declared bankrupt or unable to pay your debts or other liabilities,
4.2.8 (if you are not an individual) you have not undergone, nor is it reasonably likely that you will undergo, an Insolvency Event, and
4.2.9 you are not in the middle of any dispute, proceedings, mediation or arbitration which may have an impact on your ability to hold full and unencumbered beneficial title to any Investments.
4.3 You will be deemed to repeat each of the warranties and representations (as applicable to you) in clause 4.2 each time you access the Platform, whether online or via the app. If any of the applicable warranties or representations become wholly or partially untrue or inaccurate, you must tell us and must not make any further use of the Platform.
4.4 Before we accept you as an Investor, you must provide us with certain confirmations of your status. This includes, but is not limited to, those confirmations in clause 5.3. You must also answer, to our satisfaction, questions designed to determine your knowledge, experience and understanding of risks of investing via our Platform.
4.5 We may make further enquiries or obtain further documents in connection with your application to use the Platform as we consider appropriate (including any that are referred to in clause 19 of these Terms and Conditions).
4.6 You must provide accurate and truthful information in response to any questions which we ask you. You must also make any declarations which we may ask you to give when you register as an Investor truthfully.
4.7 We may in our discretion refuse to allow you to use the Platform and/or may refuse to make certain Offers or Investments available to you. We shall not be obliged to give any reasons for our refusal. This is subject to our requirements under Applicable Law.
4.8 Where we accept you as an Investor, we are not obliged to make all Offers with Fundraising Companies available to you. We may, in our discretion, ask further questions or apply other tests before you are able to view the Offering Materials for particular Investments.
4.9 You must keep any Security Details required to access the Platform safe at all times and should not disclose them to any third party. You must tell us immediately if there is any breach of security, loss, theft or unauthorised use of the Security Details. You will be responsible for any use of the Security Details where you have allowed another person to use them deliberately, negligently or in breach of the Platform Agreements.
5. CLIENT CATEGORISATION
5.1 We will categorise you as a retail client for the purpose of FCA Rules, unless we agree a different categorisation with you. As a retail client, you will have the highest level of protection under the FCA Rules.
5.2 However, we may instead categorise you as a professional client, where permitted by the FCA Rules. Where we do so, you must inform us of any changes in your circumstances which might affect our categorisation of you.
5.3 You may also request a different categorisation. We will consider any request you may make to have a different categorisation but we are not obliged to agree to any change in how we have categorised you.
5.4 If we have categorised you as a retail client, you will only be able to view Offers via the Platform if you have completed and signed, within the last 12 months, a statement to confirm that you are one of the following:
5.4.1 a Certified High Net Worth Investor,
5.4.2 a Certified Sophisticated Investor,
5.4.3 a Self-Certified Sophisticated Investor, or
5.4.4 a Restricted Investor.
This is a requirement of the FCA Rules. If you consider that you no longer meet one of the categories above, you must notify us in writing as soon as possible.
6. SERVICES PROVIDED VIA THE PLATFORM
6.1 We shall act with reasonable care and skill, and in accordance with our regulatory obligations, when we provide the Services to you under the Platform Agreements.
6.2 The Platform enables Investors to view investment opportunities with Fundraising Companies and provide instructions to invest in Fundraising Companies.
6.3 Where you are registered as an Investor, you may view information about Offers available on our Platform, including Offering Materials.
6.4 We will comply with FCA Rules in relation to any financial promotions that we communicate or approve, including taking reasonable care to ensure that these are clear, fair or not misleading. More information on this in relation to Offering Materials is set out in clause 7 below. We do not provide any advice on the merits of investing in any Investment made available via the Platform nor do we make any personal recommendation as to investment via the Platform. You should take such relevant advice as is appropriate in your circumstances. If you are unsure of any investment decision you should seek a professional financial adviser.
6.5 Before you agree to purchase an Investment, it is very important that you review the Offering Materials on that Investment as well as the Platform Agreements. If you are unsure about any Investment, you should seek the advice of a professional financial adviser. By agreeing to purchase an Investment, you agree that you have reviewed all the Offering Materials and the Platform Agreements.
6.6 Each Offer will have an Offer Period within which you can place an order to purchase an Investment. Each Offer Period will be made clear on the Platform. We have complete discretion to amend the Offer Period from time to time as we see fit. We may bring forward the day on which the Offer Period ends, or we may end the Offer Period immediately (for example, if the Fundraising Company has met its Target or for any other reason).
6.7 Offers on the Platform may be made in respect of:
6.7.1 Custodied Fundraising Companies, or
6.7.2 Direct Investment Fundraising Companies.
Whether an Offer relates to a Custodied Fundraising Company or a Direct Investment Fundraising Company will be made clear to you via the Platform.
6.8 If you choose to invest in a Custodied Fundraising Company via the Platform:
6.8.1 You will be required to agree to Additional Terms which relate to your order to invest in the relevant Fundraising Company before you proceed. These Additional Terms are important and you must review them carefully. We may also require you to answer further questions on your investment knowledge and experience.
6.8.2 You can then place an order with us to invest in the relevant Fundraising Company via the Platform, and the following terms will apply:
(a) Where applicable, any order must be in multiples of the price of the Investments indicated on the Platform.
(b) Any order must be placed within the relevant Offer Period.
(c) If you wish to modify or cancel your order at any time before the end of the Offer Period please contact us in writing with your request. We retain full discretion to refuse any such request. Please note that the end of the Offer Period can be brought forward, or the Offer Period can be ended immediately under clause 6.6.
6.8.3 In order to invest via the Platform, you must have deposited sufficient funds, using the payment methods specified on the Platform.
6.8.4 Following the deposit of your funds your order will become irrevocable. At the end of the Offer Period we will pass your order to the Custodian.
6.8.5 The Custodian will transfer a sum representing the amount of the Investments you wish to buy to the Fundraising Company and pay us our Investment Fee. The Custodian may transfer money to the Fundraising Company in one go or in instalments.
6.8.6 The Fundraising Company will then arrange for the issue of your Investments to the Nominee. The Nominee will hold your Investments as your nominee and your Investments will be safeguarded and administered by the Custodian in accordance with clause 10.
6.9 If you choose to invest in a Direct Investment Fundraising Company via the Platform:
6.9.1 You will be required to agree to Additional Terms which relate to your order to invest in the relevant Fundraising Company before you proceed. These Additional Terms are important and you must review them carefully. We may also require you to answer further questions on your investment knowledge and experience.
6.9.2 You can then place an order with us to invest in the relevant Fundraising Company via the Platform, and the following terms will apply:
(a) Any order must be in multiples of the price of the Investments indicated on the Platform.
(b) Any order must be placed within the relevant Offer Period.
(c) You may modify or cancel your order at any time before the end of the Offer Period. Please note that the end of the Offer Period can be brought forward, or the Offer Period can be ended immediately under clause 6.6.
6.9.3 At this point, an amount representing the Investments you wish to purchase and our Investment Fee will be blocked in your Wallet in accordance with clause 9.7. If there are insufficient funds in your Wallet to cover the price of the Investments you wish to buy and/or our Investment Fee (whether before or after a modification of your order), you must transfer sufficient funds to the Custodian within the Offer Period. If you do not do so, you will not be permitted to purchase the relevant Investments and you may be deemed to have breached these Terms and Conditions in accordance with clause 9.8. Alternatively, if you cancel, or modify so as to reduce, your order before the end of the Offer Period:
(a) the amount of money which was blocked in your Wallet (in the case of a cancellation), or
(b) an amount of money commensurate to the amount by which you have decided to reduce your order (in the case of a modification so as to reduce your order) will subsequently be made freely available to you.
6.9.4 At the end of the Offer Period your order will become irrevocable. At this point we will pass your order to the Custodian. The Custodian will arrange for your Wallet to be debited to the amount of the Investments you wish to purchase as well as the amount of our Investment Fee.
6.9.5 The Custodian will transfer a sum representing the amount of the Investments you wish to buy to the Fundraising Company and pay us our Investment Fee. The Custodian may transfer the money to the Fundraising Company in one go or in instalments.
6.9.6 The Fundraising Company will then issue your Investments to you. You will hold your Investments directly and neither we, the Custodian nor the Nominee will hold these Investments on your behalf and clause 10 will not apply. You will be responsible for safeguarding your Investments and the safekeeping of any documents issued in relation to your Investments, such as share certificates.
6.10 If you have placed an order with us to purchase an Investment with a Fundraising Company, and
6.10.1 you can no longer purchase those Investments because: (a) the Fundraising Company has not met its Target and no longer wishes to proceed with the Offer, (b) the Fundraising Company decides to withdraw its Offer, or (c) for any other reason which we may decide, or
6.10.2 you notify us in writing that you wish to cancel your order and we have agreed to such request, the Custodian will arrange for the amount of the money which has been blocked in your Wallet or deposited (as applicable) to subsequently be made freely available to you.
7. OFFERING MATERIALS
7.1 UK financial services regulation requires us to ensure that any materials available on the Platform which are capable of being a financial promotion are, to the best of our knowledge and belief, clear, fair and not misleading (unless an exemption applies).
7.2 We do not:
7.2.1 provide any form of legal, tax, financial or other advice or recommendation in respect of any Offer, or
7.2.2 make any representation as to the returns or otherwise of Investments nor of the UK or overseas tax treatment of Investments.
7.3 We review the Offering Materials before they are uploaded to the Platform. However, in reviewing this information, we must rely on information provided by the relevant Fundraising Company. This information may have material inaccuracies or be incomplete. Investors should therefore undertake their own, additional due diligence on an Offer and the Fundraising Company.
7.4 We make no warranty or representation in respect of the content of the Offering Materials or any content posted on the Platform.
7.5 We will not be liable for any loss or damage suffered by you or any third party in connection with your reliance on the Offering Materials or any content posted on the Platform.
7.6 In particular, you should be aware that:
7.6.1 Fundraising Companies may be early-stage or growth companies or may look to invest in investments or assets where the return is not guaranteed (or both). Accordingly, the Offering Materials may contain forward-looking and / or aspirational statements which are not achieved in practice. We will not be liable if forward-looking or aspirational statements set out in the Offering Materials are not achieved.
7.6.2 The Offering Materials may contain statements on UK or overseas tax. We make no warranty or representation on any statements on UK or overseas tax set out in any Offering Materials. The tax system in the UK and overseas can change significantly within relatively short periods of time and we will not be liable for any loss or damage suffered by you or a third party in connection with any UK or overseas tax benefit in relation to an Investment being withdrawn or reduced.
8. THE CUSTODIAN
8.1 We do not hold your money, nor do we hold any of your Investments.
8.2 Any Client Money belonging to you and which is held in connection with any of your Investments will be held by the Custodian in accordance with clause 9.
8.3 Your Investments in Custodied Fundraising Companies will be held by the Custodian in accordance with clause 10.
8.4 The Custodian will hold any Client Money belonging to you, and safeguard and administer any of your Investments in Custodied Fundraising Companies, in accordance with the Custodian Agreement. The Custodian is authorised and regulated by the Financial Conduct Authority (FRN: 465415) and has regulatory permission to hold Client Money and safeguard and administer client assets.
8.5 By entering into the Platform Agreements, you consent to us, acting as your agent, appointing the Custodian to hold your Client Money and your Investments (as applicable) on your behalf, in accordance with these Terms and Conditions.
8.6 You will not communicate directly with the Custodian. You will also not send orders or other instructions to the Custodian. All orders, instructions or other communications should be made via the Platform.
9. CLIENT MONEY
9.1 In order to invest via the Platform, you must have deposited sufficient funds with the Custodian, using the payment methods specified on the Platform.
9.2 Money deposited by you will be held by the Custodian as Client Money in accordance with FCA Rules, including CASS.
9.3 Any amounts received which are owed to you (including any dividends or other returns on any Investments) will also be held by the Custodian as Client Money in accordance with CASS.
9.4 If you wish to have Client Money paid to you, please provide an instruction via the Platform and we will arrange for the Custodian to pay this to your nominated bank account.
9.5 Client Money will be held by the Custodian in a segregated account. The Custodian will maintain records showing the amount of Client Money it holds for each Investor, in accordance with the FCA Rules.
9.6 Where Client Money is held for you, we will open a Wallet for you. The Wallet will reflect Client Money held for you by the Custodian. Please note that the Wallet merely provides details on the Client Money held by the Custodian for you and does not mean that we hold Client Money for you.
9.7 The Client Moneymay not be used for any other purpose or withdrawn unless your order for the Investment or your Investments cannot be purchased in accordance with clause 6.10.
9.8 Where you have agreed to invest you must transfer sufficient funds to the Custodian within the Offer Period. If you fail to do so:
9.8.1 we may regard this as a material breach of these Terms and Conditions and may terminate these Terms and Conditions in accordance with clause 20, and
9.8.2 you will be liable for any loss or damage suffered by us, the Custodian, the Nominee, the relevant Fundraising Company or any other third party as a directly foreseeable consequence of such failure.
9.9 No interest shall be payable on any Client Money.
10. CUSTODY ARRANGEMENTS
10.1 When you make an investment in a Custodied Fundraising Company, your Investments will be issued by the Fundraising Company to the Nominee. Your Investments will then be held by the Nominee.
10.2 The Nominee will hold your Investments on trust for you. This means that the Nominee will hold the legal title of your Investments and will be recorded as the holder on the Fundraising Company’s register. The Custodian will safeguard and administer your Investments and exercise oversight of your Investments.
10.3 Where the Nominee holds Investments on your behalf:
10.3.1 This will be done in accordance with the FCA Rules. The Custodian will be responsible for ensuring that your Investments are held in accordance with the FCA Rules, including CASS.
10.3.2 In particular, the Nominee will hold and record your Investments separately from any of our assets, those of the Wahed Group or the Custodian’s or Nominee’s own assets, and in such a way that the Nominee can identify your Investments at any time.
10.3.3 Your Investments will typically be held by the Nominee. However, depending on the location of the Fundraising Company, the Custodian may arrange for your Investments to be held instead by a third party (including a custodian or depositary). The Custodian will only do this where it is consistent with Applicable Law and local market practice. The Custodian will act in good faith and with due diligence in the use and monitoring of such third parties.
10.3.4 The Custodian will arrange for the segregation of your Investments from other investors’ Investments when your Investments are held by the Nominee. However, any third party appointed by the Custodian may hold investments in an ‘omnibus account’, meaning that your Investments may be pooled with the Investments of other Investors and other assets. This means that where there is a shortfall in assets held (for example, on the insolvency of a third party holding those assets) you may share proportionately in that shortfall with other clients (i.e. you may suffer loss).
10.3.5 The Custodian may arrange for your Investments to be held in another country or jurisdiction, either by it, the Nominee or a third party. This may be governed by a law other than that of the United Kingdom. Your rights in relation to your Investments (as well as any money arising from those Investments) may therefore differ significantly from the rights you have in the United Kingdom.
10.3.6 The Custodian, the Nominee and/or a third party may have a security interest, lien or right of set-off over your Investments as well as any money arising from your Investments. This means that they may realise your Investments or deduct sums from any money held on your behalf to satisfy any obligations which you or we may owe to them.
10.4 All notices and communications in respect of your Investments will be prepared and provided by the Custodian but will be made to you via the Platform. In particular, an up-to-date statement of your Investments will be provided to you via the Platform. The basis of valuations, and the dates at which your Investments were last valued, will also be disclosed via the Platform.
11. RESTRICTIONS RELATED TO TRANSACTIONS
11.1 We may, in our discretion, impose daily restrictions on orders that can be made via the Platform. This may include, but is not limited to, us imposing size limits for Investments or other transactions or not permitting any Investments to be purchased on any given day or for any specified period.
11.2 The anti-money laundering regulations require us to verify your identity, to gather information as to the purpose and nature of the business which we conduct on your behalf, and to ensure that the information we hold is up-to-date. We use electronic identity verification systems, at the beginning and throughout our relationship with you. This means your personal information will be shared with third parties, i.e. the relevant agencies who operate the identity verification systems. In addition, we will verify the validity of your bank account information and this will involve us sharing your personal and financial information with 3rd party providers. Their services compare your data against: bank account data, electoral roll, UK Companies House (and this includes the bankruptcy and insolvency register and database of disqualified directors), and other publicly available information such as media reports. Please note that we cannot provide our services to you until you have passed our initial and periodic ongoing anti money laundering checks. Failure to comply with or satisfy any request raised by our principal firm, Wahed Invest Ltd and/or Ourselves, will result in termination of the business relationship between the client and one or both Parties.
11.3 In the event that AML checks are required for an investor, they must be conducted within the cancellation period, as mentioned in 14.2. If we are unable to complete AML checks within this timeframe, the funds will be returned to the investor.
12. ADMINISTRATION DURING THE INVESTMENT PERIOD
12.1 Where you own Investments in a Custodied Fundraising Company, during the Investment Period, you agree that the Custodian may:
12.1.1 arrange for the Nominee to account to you (or for any person as the Investor may direct) for all dividends or other money paid or payable in respect of your Investments,
12.1.2 instruct the Nominee to hold for you all bonus shares, rights issue shares or other assets or benefits acquired relating to your Investments,
12.1.3 instruct the Nominee to hold all shares issued on the exercise of warrants and options (if any) related to your Investments,
12.1.4 instruct the Nominee to execute agreements and documents which relate to your Investments and which we deem to be in your best interests,
12.1.5 instruct the Nominee to exercise all voting or other rights or privileges related to your Investments which the Nominee is entitled to exercise,
12.1.6 instruct the Nominee to exercise all rights, powers and privileges which the Nominee is entitled to exercise under any articles of association or similar governance documents related to your Investments,
12.1.7 execute proxies to enable you to attend and vote at any meetings of an Investee Company. The Custodian or the Nominee may charge an additional fee for the execution of any proxies and for any arrangement enabling you to vote,
12.1.8 attend any meetings held by Investee Companies and arrange for the Nominee to vote as the Custodian may see fit,
12.1.9 deduct our fees from any amounts received by the Nominee in respect of your Investments, and
12.1.10 collect our Exit Fee (and our Performance Fee, if applicable) on the occurrence of an Event.
12.2 Please notify us in writing if you wish to attend any meetings, or any events requiring investor participation, of any Investee Companies. Once we have informed the Investee Company and the Custodian, and the Nominee has executed a proxy, you will be entitled to vote at any meetings or events of the Investee Company.
12.3 If an Investee Company pays a dividend or other money paid or payable in respect of one of your Investments, the Custodian shall instruct the Nominee to pay that money to you subject to an administration fee.
12.4 For Direct Investment Fundraising Companies, you will hold your Investment in the Investee Company directly. Therefore, during the Investment Period:
12.4.1 you will be responsible for exercising all rights, powers and privileges attaching to your Investments (for example, the exercise of voting rights in an Investee Company), but
12.4.2 if the Investee Company wishes to pay to you a dividend or other money paid or payable in respect of one of your Investments, this money will be first paid to the Custodian who will hold this money as Client Money on your behalf. Once received by the Custodian, this money will be shown in your Wallet and will be made freely available to you.
13. NOTIFICATION TO YOU OF CERTAIN EVENTS AND EXIT
13.1 We will notify you if we receive a notification that one of the following Events will occur or has occurred in relation to one of your Investments:
13.1.1 there is a transaction in which the shareholders of an Investee Company (including you and/or the Nominee) are required to sell shares according to any constitutional documents or other agreements or under Applicable Law,
13.1.2 an Investee Company will be acquired or merged with another entity,
13.1.3 an Investee Company intends to list some or all of its shares or other instruments on a stock exchange (for example, it proposes to have an ‘initial public offering’), or
13.1.4 an Investee Company will be subject to one or more restructuring, winding-up or insolvency processes or proceedings, including but not limited to, entering into arrangements with its creditors, being placed into administration or being wound up in a solvent or insolvent manner (a Dissolution Event).
13.2 If the Event is a Dissolution Event, we will inform you of the final proceeds (if any) to be distributed to you as soon as reasonably possible.
13.3 If the Event allows for you or the Nominee to continue to hold your Investments, you may elect for you or the Nominee to continue to hold those Investments. You must provide us with your election within 10 Business Days of us informing you that we reasonably believe that an Event will occur or has occurred. If the Nominee has held your Investments, we may arrange for those Investments to be transferred to you.
13.4 If: (a) an Event occurs, (b) you have not elected to continue to hold your Investments, and (c) there are proceeds which are owed to you, these proceeds will be paid to the Custodian to be held on your behalf as Client Money. We will deduct our fees and charges from the proceeds held by the Custodian. The balance of these proceeds will then be returned to your nominated bank account.
14. CANCELLATION
14.1 If you are a Consumer, you will have a right to cancel your agreement with us under the Platform Agreements within 14 days of entering into it by giving us notice to the contact details given in clause 24. If you cancel your agreement with us, all funds you have paid will be returned to you by the Custodian provided you have not agreed to purchase an Investment. You can cancel by sending us written notice of the cancellation to support.ventures@wahed.com.
14.2 You agree that you will have no right to modify or cancel an order to purchase an Investment once the Offer Period for that Investment ends.
15. FEES AND CHARGES
15.1 Schedule 2 sets out the fees and charges to be paid to us in connection with your making of Investments via the Platform. The fees and charges differ depending on the underlying assets in which you make an Investment.
15.2 Further details on, and the amounts of, these fees will be disclosed to you via the Platform in the Offering Materials and/or the Additional Terms. This shall include all costs and charges information required by the FCA Rules. These details will be available before you agree to purchase an Investment.
15.3 You agree that we may instruct the Custodian to deduct fees due to us or any third party from any money received by you in respect of any of your Investments, any money held for you by the Custodian. In the event that the money held is not sufficient to cover any amount which you owe us, we may arrange for an invoice to be issued to you for the full amount owed.
15.4 You should be aware that you may also incur fees and charges in connection with your use of a payment service provider or bank. You should check these with your payment service provider or bank.
15.5 All sums payable under the Platform Agreements are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question. They also exclude any stamp duty tax, stamp duty reserve tax or other similar taxes that may be payable on the trading and transfer of Investments.
16. RISKS
Please read the risks in this clause and the Risk Warning Notice carefully before committing to purchase an Investment via the Platform.
16.1 Investing via our Platform is inherently risky. You should consider the risks set out in this clause, the Risk Warning Notice and in the Offering Materials carefully before deciding to invest or trade via our Platform. Please note that the risks set out in these Terms and Conditions and the Risk Warning Notice are designed to provide a point of reference and may not be exhaustive. You must assess the risks of each Investment before purchasing that Investment.
16.2 If you invest via our Platform you should ensure that this is part of a diversified portfolio, containing different types of investments with varying characteristics and risks.
16.3 You should carefully consider your own tax position and seek independent appropriate advice on the tax consequences of investing via our Platform. Tax treatment can differ from person to person depending on a person’s circumstances and may change in the future.
16.4 We can answer any questions you may have as to the factual and operational aspects of our Platform but at no time will we provide investment, financial, legal or taxation advice to any person. If you need advice as to whether any Investment on our Platform is suitable for your personal circumstances, you should consult an independent personal adviser who is experienced in advising on Investments of this kind.
16.5 Company equity (also called company shares) has the following specific risks:
16.5.1 share prices can go down as well as up – this is particularly so for smaller companies, as the combination of both fewer shares and buyers of those shares means the share price can change more rapidly,
16.5.2 dividend growth is not guaranteed, nor are companies obliged to pay a dividend to you as an investor,
16.5.3 companies may go insolvent rendering the shares you hold valueless,
16.5.4 the company’s earnings generally may be volatile, and
16.5.5 for smaller companies, shares may not obtain their full value on sale if there is difficulty finding a buyer for those shares. Any investment you make will be illiquid as a further sale of shares is not guaranteed. In some cases where an Investee Company holds property, it will be dependent on the sale of the property asset.
16.6 Past performance should not be used as a reliable indicator as future potential is unknown and is independent of past performance.
16.7 If an Investee Company becomes insolvent, you may lose some or all of your Investment. There is always a risk that you will not get your money back.
16.8 All listed Investments are medium to long term investments and your capital will not be readily realisable. Please read the risks pages in each of the Offering Materials in relation to the risks associated with any particular Offer.
16.9 Property: If an asset owned by an Investee Company receives rent, this will be paid to you and the other shareholders in the Investee Company in the form of dividends, net of any fees, costs and expenses payable. In the event that the property does not produce rent or the amount of rent received is less than the amount of fees, expenses and costs payable, no dividends will be paid. As such, there is a risk that you will not see a return on your investment.
16.10 Overseas investments: these have the risk that they are priced in a currency other than pounds sterling (this being the currency of your Investments). If the exchange rate between pound sterling and other overseas currency changes, such that the same value of overseas currency is worth less pounds sterling, this will cause your investment to lose value. Conversely, the opposite may happen, in which case there will be an increase in the value of your investment. Please note that the effect of investing overseas is separate to and in addition to the actual investment itself.
16.11 Investments in emerging markets: emerging markets can have, in addition to the risks involved in investing overseas, significant political, regulatory and economic risks. These may differ in kind and degree from the risks presented by investments in the world’s major markets. These investments have a greater risk of a sudden fall in value, for example if there is difficulty selling them, or as a result of governmental interference.
16.12 Please note that there may be other risks in addition to those outlined above in relation to your investment, and there may be further risks that arise in the future.
16.13 We do not guarantee or offer assurances as to any Investment which you purchase, and asset prices can go down as well as up. You should not invest unless you are prepared to lose all the money you invest. You should not invest any more money than you are able to afford to lose without altering your standard of living.
17. CONFLICTS OF INTEREST
17.1 We will always seek to act in your best interests. However, circumstances can arise where we or one of our other clients may have some form of interest in business being transacted for you. If this happens or we become aware that our interests or those of one of our other clients conflict with your interests, we will act in accordance with our Conflicts of Interest policy (a copy of which is available upon request). Examples of potential conflicts of interest which we may encounter are:
17.1.1 we receive fees, and/or may receive other inducements, from Fundraising Companies in connection with the listing of Offers on the Platform,
17.1.2 a member of the Wahed Group may look to list an Offer on the Platform and we will then be required to review the Offering Materials of that Wahed Group member and provide their Offering Materials to Investors, or
17.1.3 we may inadvertently prioritise the interests of one Investor over another, for instance, where one Investor has purchased a significantly greater number of Investments than another Investor.
Further examples are set out in our Conflicts of Interest policy on our Webpage.
17.2 Under Applicable Law, we must have in place arrangements with a view to taking all reasonable steps to prevent conflicts of interest from adversely affecting the interests of our clients. Details of our Conflicts of Interest policy are available on the Platform.
17.3 If a conflict of interest arises, we shall not be obliged to disclose or take into account any information or other matter which comes to our notice or the notice of any Affiliate or any of the employees, directors, agents of us or any Affiliate:
17.3.1 where we reasonably believe that this would be a breach of any duty of confidentiality owed to such person, or
17.3.2 which does not come to the actual notice of the individual providing the Service in question.
17.4 We have a compliance department which is responsible for ensuring that our control structures and procedures are adequate to ensure compliance with Applicable Law. We are committed to operating in the best interests of WahedX's clients and managing conflicts of interest fairly. Where there is a conflict of interests, WahedX will not knowingly deal unless we have taken reasonable steps to ensure fair treatment for our clients.
17.5 All Wahed staff are permitted to invest in any and all deals released by Wahed Ventures. Any conflicts that may arise from their participation in these investments are disclosed, recorded and managed.
18. YOUR DATA
18.1 With respect to the data submitted by you, you agree to:
18.1.1 update the registration and profile information and to keep it current and accurate,
18.1.2 post through the Platform only content that you own, have created, or which you have clear permission to publish, and
18.1.3 be responsible for the content you upload, post, email, transmit, or otherwise make available on or through the Platform.
18.2 You also acknowledge and agree that subject to Applicable Law:
18.2.1 we do not endorse any Investor’s content and are not responsible or liable for any such content, even though it may be unlawful, harassing, defamatory, privacy-invading, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable, or may infringe upon the intellectual property or other rights of another, and
18.2.2 we do not have an obligation to pre-screen any content. However, we have the right (but not the obligation) in our sole discretion to refuse, edit, move, or remove any content that is submitted on or through the Platform.
18.3 Further detail about how we handle your personal data in relation to the Services is set out in our privacy policy set out on our Platform.
19. SERIOUS CRIME AND FINANCIAL SANCTIONS
19.1 We have obligations under Applicable Law in relation to the prevention of serious crime and in relation to international sanctions.
19.2 As part of this, we are required to obtain and verify certain information concerning our clients and others with whom we have a business relationship. We are also required to make reports to agencies involved in the prevention, investigation, prosecution and enforcement of such measures.
19.3 You agree promptly to provide any information which we may require in relation to the matters set out in this clause 19.
20. TERM AND TERMINATION (i.e. ending the Agreement)
20.1 The Platform Agreements will remain in force until either party terminates it (i.e. ends it) in accordance with this clause 20.
20.2 You may terminate the Platform Agreements at any time by giving notice to us.
20.3 We may terminate or suspend the Platform Agreements by notice to you if:
20.3.1 you breach any provision of the Platform Agreements (including these Terms and Conditions) in any way which we would reasonably regard as material,
20.3.2 we reasonably consider that we are required to terminate the Platform Agreements under Applicable Law,
20.3.3 we suspect you have been involved in fraud, money laundering or other illegal activities,
20.3.4 you are or become a citizen or resident of any country or territory where we reasonably believe we cannot provide the Services (or where we do so may lead to significant detriment to us),
20.3.5 you use the Services in any of the following ways:
(a) in a way that causes, or is in our view likely to cause, the Services or access to them to be interrupted or damaged in any way,
(b) to send or reuse material which is illegal, offensive, abusive, indecent, obscene, defamatory or menacing,
(c) to send or reuse material in breach of copyright, trademark, confidence, privacy or other intellectual property right,
(d) which consists of or contains software, viruses, political campaigning, commercial solicitation chain letters, mass mailings or spam, or
(e) in a way which we consider may cause annoyance, inconvenience or needless anxiety to other users.
20.4 If we terminate the Platform Agreements, we may limit your access to the Platform in a way that we only accept selling instructions and/or transfer of the Investments and do not permit you to purchase further Investments or purchases. We will only exercise this power in accordance with Applicable Law.
20.5 If, following termination, you have not submitted instructions in relation to your Investments within a reasonable time or by such time as specified by us, we may arrange for the sale of your Investments at the best price which, in our reasonable opinion, can be reasonably obtained at that time.
20.6 The funds from the sale of your Investments shall be transferred to the Custodian who will then arrange for the funds to be paid to your cash account known to us. In the event that we do not have the details of a valid cash account for you, these funds will be held by the Custodian until you send us information about your valid cash account. You also agree that we can deduct from any proceeds received any sums which we reasonably consider to be due to us under the Platform Agreements and any reasonable expenses we may incur (including banking fees) in relation to termination.
20.7 In the event that your Investments cannot be sold in accordance with clause 20.5, we shall instruct the Custodian to transfer the Investment to your physical custody or such other custodian as you may instruct us in writing.
20.8 In the event of your death, we will comply with Applicable Law governing your estate. We will be authorised to act in accordance with any reasonable instructions given to us by your personal representatives or other trustees appointed under your Will, provided that they provide us with appropriate identifying material authorising them to act in this capacity. We will not, however, permit such persons to purchase further Investments and will only accept their instructions in relation to withdrawal of cash and sale of Investments.
21. AMENDMENTS (changing the Agreement)
21.1 We may change the terms of the Platform Agreements, including these Terms and Conditions, by notice to you or by posting the amended version on the Platform.
21.2 We will typically only make changes in the following circumstances:
21.2.1 to reflect Applicable Law, including significant changes in law or regulation which have been made or which we expect to happen,
21.2.2 to reflect changes in external market rates or currency rates,
21.2.3 to introduce new measures to protect us against fraud or financial crime,
21.2.4 to change our contact details,
21.2.5 to put right any obvious mistakes,
21.2.6 to reflect other legitimate cost increases or reductions associated with providing our Services to you,
21.2.7 where we reasonably believe that the changes would make the Platform Agreements easier to understand, fairer or more favourable to you,
21.2.8 to reflect what we believe to be overall improvements in how we provide the Services (including to accommodate new technology or systems which we introduce or to reflect changes in the banking, investment or financial system), and
21.2.9 to suspend, modify or withdraw any part of the Services where we have concluded in our discretion that it is no longer practical or economic to continue to provide it on the basis set out in the Platform Agreements.
21.3 We will give notice of changes by posting them on the Platform or by e-mail to you.
21.4 We will normally give you 14 days’ notice of any change except where we reasonably consider that it is beneficial to you or is required by Applicable Law. If you are unhappy with any changes to the Agreement, you may terminate the Agreement within the period of notice (after which you will be deemed to have accepted it).
22. EVENTS BEYOND OUR REASONABLE CONTROL
22.1 Neither we nor you will incur any liability whatsoever for any partial or non-performance of any obligations by reason of any Event beyond the Reasonable Control of the relevant party.
22.2 We will use reasonable efforts to mitigate the effect of any Event beyond our Reasonable Control.
23. LIABILITY
These clauses on liability are important so you should read them carefully. Please also read the provisions on liability set out in clause 7 carefully.
23.1 You will be liable to us for any loss or damage suffered by us as a directly foreseeable consequence of any material breach of the Platform Agreements by you or your negligence, wilful misconduct or fraud.
23.2 If you are not a Consumer, you will indemnify us for all costs, losses, expenses, claims or damages or charges which arise as a direct or indirect consequence of your use of the Platform.
23.3 We will only be liable to you for any loss or damage which arises as a directly foreseeable consequence of our material breach of the Platform Agreement or our negligence, wilful misconduct or fraud.
23.4 We will not be liable to you for any loss or damage that you or any third party may suffer as a direct or indirect result of a court’s or other judicial or administrative body’s refusal to accept the position that a Fundraising Company is not engaging in a ‘public offer’ as that term is defined by section 755 of the Companies Act 2006.
23.5 We will not be liable to you for any indirect, incidental, punitive or consequential damages, loss of business, loss of profits, loss or corruption of data, loss of goodwill or reputation caused by us in connection with the Platform Agreements.
23.6 Our liability to you for any loss or damage arising in connection with any specific Investment shall be limited to no more than the amount you invested (or in the case of any transaction on the Platform, the purchase price of any Investment).
23.7 Our total liability to you shall in no circumstances exceed the limit of our professional indemnity insurance which at the latest update of these Terms and Conditions was £1,000,000.
23.8 Nothing in the Platform Agreements excludes or restricts our liability for death or personal injury, fraud or fraudulent misrepresentation or any liability to the extent that any such liability cannot be excluded or restricted under the FCA Rules or FSMA.
24. NOTICES
24.1 Unless we specify otherwise in any Additional Terms, any notice, request or other communication to be given or made by you to us shall be made electronically via the Platform or by sending an e-mail to support.ventures@wahed.com.
24.2 This does not apply to any formal notice of legal proceedings which must be given by post to the address specified at clause 29 or such other address as we shall specify from time to time.
24.3 We may communicate with you either by electronic communication via the Platform, by e-mail or (where we consider it appropriate) by post or telephone.
24.4 Communications by us to you shall be deemed to be received:
24.4.1 if sent by post to an address in the UK two Business Days after posting (or five Business Days if sent to an address outside the UK), or
24.4.2 if sent by e-mail or electronic communication, immediately on sending provided that we do not receive notice of non-transmission or non-receipt.
25. COMPLAINTS AND COMPENSATION
25.1 If you are dissatisfied with any aspect of our Services or the Platform, you can send a formal complaint to support.ventures@wahed.com.
25.2 Your complaint will be handled in accordance with the FCA Rules and our Complaints Handling Policy, which is available on our Platform.
25.3 Protection from the Financial Ombudsman Service (FOS) does not cover poor investment performance. If you have a complaint against an FCA regulated firm, FOS may be able to consider it. Learn more about FOS protection here.
25.4 If you do not think that we have dealt with your complaint to your satisfaction, you can refer it to the Financial Ombudsman Service, whose contact details are:
Financial Ombudsman Service, Exchange Tower, London E14 9SR
Telephone: 0800 023 4567
Email: complaint.info@financial-ombudsman.org.uk
www.financial-ombudsman.org.uk
This does not prevent you from taking legal proceedings.
25.5 You may be entitled to compensation from the Financial Services Compensation Scheme (FSCS) if we, or the Custodian, cannot meet our obligations. In the event of default or insolvency, you may be entitled to make a claim to the FSCS. This depends however on the type of business and the circumstances of the claim and protection from the FSCS does not cover poor investment performance. Most types of investment business are able to claim up to a maximum of £85,000. Try the FSCS investment protection checker here.
25.6 Further details of the Financial Services Compensation Scheme are available from:
Financial Services Compensation Scheme,10th Floor, Beaufort House, 15 St Botolph Street, London EC3A 7QU
Telephone: 0800 678 1100 or +44 207 741 4100 (from outside the UK)
26. IMPORTANT LEGAL PROVISIONS
26.1 If any provision of the Platform Agreements becomes invalid or unenforceable, the provision will be treated as if it were not in the Platform Agreements and the remaining provisions will still be valid and enforceable.
26.2 All disclaimers and exclusions in the Platform Agreements shall survive termination.
26.3 Our failure to insist on you strictly complying with any provision of the Platform Agreements or any or omission on our part will not amount to a waiver unless expressly stated in writing that it is a waiver and setting out the provision which it is intended to waive.
26.4 These Terms and Conditions, and the other Platform Agreements, are supplied in English and all communications between us shall be in English.
26.5 Nothing in the Platform Agreements is intended to confer any benefit on any person who is not a party to the Agreement and no third party shall have any rights to enforce any of its terms.
26.6 Nothing in the Platform Agreement is intended to, or will be deemed to, create any partnership or joint venture between any of you, us, the Nominee or the Custodian.
27. ASSIGNMENT, TRANSFER AND DELEGATION
27.1 The provisions of the Platform Agreements are personal to you and you shall not assign or transfer any of your rights or obligations under them.
27.2 Subject to Applicable Law, we may delegate our functions and responsibilities under the Platform Agreements. Except where otherwise stated, we will remain responsible to you for the performance of that function or responsibility.
27.3 We may assign or transfer our rights and obligations under the Platform Agreements to an appropriately regulated person on 30 days’ notice to you.
28. APPLICABLE LAW AND DISPUTE RESOLUTION
28.1 All disputes arising out of or relating to the Platform Agreements shall be subject to the exclusive jurisdiction of the English courts (or those of Scotland in relation to a Consumer resident in Scotland or those of Northern Ireland in the case of a Consumer resident in Northern Ireland).
28.2 The Platform Agreements shall be governed and construed in accordance with the law of England and Wales and English law shall govern any communications between us including any communication, discussion or negotiation before entry into the Platform Agreements.
29. MAYDAN CAPITAL LIMITED
29.1 Maydan Capital Ltd, trading as WahedX and Wahed Ventures, is a private limited company incorporated in England and Wales with company number 13451691, whose registered office and principal place of business is 87 - 89 Baker Street, London, England, W1U 6RJ United Kingdom. Maydan Capital Ltd (FRN: 963613) is an appointed representative of Wahed Invest Ltd (FRN: 833225), a firm authorised and regulated by the Financial Conduct Authority.
Contact details:
E-mail: support.ventures@wahed.com
Post: Maydan Capital Ltd trading as WahedX and Wahed Ventures, 87-89 Baker Street, London, England, W1U 6RJ United Kingdom
SCHEDULE 1: DEFINITIONS AND INTERPRETATION
1. The following capitalised terms when used in the Agreement shall have the following meanings:
Additional Terms – Any further terms and conditions specific to a particular Investment to which an Investor agrees.
Affiliate - An undertaking in the same Group as WahedX.
Applicable Law - Any law, statute, ordinance, rule, regulation, order or determination of any governmental or regulatory authority or any requirement of any official body (including any taxation authority) which is binding on us, including FSMA and the FCA Rules.
Business Day - Any day which is not a weekend or a public holiday in the UK.
CASS - The Client Assets sourcebook in the FCA Rules.
Certified High Net Worth Investor – Has the meaning given to it in COBS 4.12A.22R(1).
Certified Sophisticated Investor – Has the meaning given to it in COBS 4.12A.22R(1).
Client Money – Money held by the Custodian for or on behalf of Investors in connection with the Services.
COBS – The Conduct of Business Sourcebook in the FCA Handbook.
Consumer - Any natural person using the Platform and the Services for purposes outside their trade, business or profession.
Custodian – Thompson Taraz Depositary Limited, a private limited company incorporated in England and Wales with company number 06043483.
Custodian Agreement – The agreement between us and the Custodian in relation to the holding of Client Money and the safeguarding and administration of Investments, as amended from time to time.
Custodied Fundraising Company – A Fundraising Company, the Investments in respect of which will be held by the Nominee, and safeguarded and administered by the Custodian, in accordance with clause 8.
Direct Investment Fundraising Company – A Fundraising Company, the Investments in respect of which will be held directly by an Investor.
Dissolution Event – Has the meaning set out in clause 13.1.4 above.
Event – Means one of those events, acts or circumstances set out in clause 13.1 above.
Events Beyond a party’s Reasonable Control - Includes any acts of God, war, revolution, civil disorder, terrorist attack, strikes or industrial disputes, acts or regulations of any government or regulatory or supranational bodies or authorities (including the repeal or amendment of any current Applicable Law), epidemic or pandemic, breakdown, failure or malfunction of any communications or computer service.
FCA - The UK Financial Conduct Authority or any successors.
FCA Rules - The Handbook of rules and guidance of the FCA. When we refer to the FCA and the FCA Rules, we also mean any regulator which may replace the FCA and the rules it may make to regulate our business.
FSMA - Financial Services and Markets Act 2000.
Fundraising Company - A business or undertaking seeking investment via the Platform. This can include both companies or other body corporates.
Group - Has the meaning given in section 421 FSMA.
Insolvency Event – Any of the following:
(a) entering into a composition or arrangement with, or convening a meeting of, creditors,
(b) the appointment of a receiver, administrative receiver or a liquidator,
(c) the making of an order or a resolution for administration or winding-up,
(d) ceasing or threatening to cease to carry on business or suspending or threatening to suspend payment of any of its debts or being deemed by law to be unable to pay debts,
(e) making a voluntary arrangement or composition with or for the benefit of creditors, or
(f) allowing, permitting or doing anything analogous to any of the events in (a) -
(e) under applicable law.
Investee Company – Any business or undertaking which has sought investment via the Platform and in which you have made an Investment. This can include both companies or other bodies corporates.
Investor - A person who has registered to use the Platform as an Investor.
Investment Period – The period in which you hold, or the Nominee holds on your behalf, a specific Investment made via the Platform.
Investments – The Securities issued by an Investee Company to either you or the Nominee in consideration for an investment made by you via the Platform.
Nominee – Wahed (TT) Nominees Limited, a private limited company registered in England and Wales with company number 15145665.
Offer - The seeking of investment funds by a Fundraising Company.
Offer Period – The time within which an Investor must send an order to invest in respect of a particular Investment to us.
Offering Materials - Information posted to the Platform in relation to an Offer and which is made available to Investors.
Platform - The online and app-based investment platform provided by us.
Platform Agreements – The agreements governing the relationship between you and us, as set out in clause 3.1 above.
Restricted Investor - Has the meaning given to it in COBS 4.12A.22R(1).
Risk Warning Notice – The risk warning notice on the Platform which sets out some of the risks involved in purchasing Investments.
Securities - means the shares, certificates, warrants/options or rights to any of the aforementioned, issued by the Fundraising Company, and other securities that may be used from time to time representing the Investment.
Security Details - Any username and password necessary for you to access the Platform.
Self-Certified Sophisticated Investor - Has the meaning given to it in COBS 4.12A.22R(1).
Services - The services we provide via the Platform as set out in more detail in clause 6 of the Agreement.
Target – The amount of money which a Fundraising Company seeks to raise by the issue of Investments to Investors.
Wahed Group - A group of entities belonging to the same Group as WahedX and being direct or indirect subsidiaries of Wahed Inc.
WahedX, Wahed Ventures, we or us – Maydan Capital Ltd, a private limited company incorporated in England and Wales with company number 13451691.
Wallet - The facility on the Platform to view Investments and money held.
You – You, our client.
2. In these Terms and Conditions, unless a contrary intention appears:
2.1 use of the singular shall include the plural and vice versa;
2.2 use of any gender or neuter includes the other genders;
2.3 headings are used for reference only;
2.4 references to any legislation or all include any successor legislation or rule, and are to UK legislation or rules unless expressed otherwise;
2.5 a time-of-day shall be construed as a reference to London time; and
2.6 any phrase introduced by the terms ‘including, ‘include’, ‘in particular ‘or any similar expression is to be construed as illustrative and does not limit the sense of the words preceding those terms.