References to “we”, “us” and “our” mean CoInvestor. References to “Portal” means the CoInvestor website and the online services provided by us in relation to the website and any data managed by, displayed or transmitted from such services.
You may use the Portal as an “Authorised User” of an Investor. An Authorised User means:
1.1 An Investor does not necessarily require to be domiciled in the UK to use the Portal however we reserve the right, at our absolute discretion, to determine from time to time the territories from where we may accept investor registrations on the Portal.
2.1 In registering on the Portal as an Investor or as an Authorised User on behalf of an Investor, you must first provide an email address, enter a password and provide answers to certain security questions. Your email address and password are the methods used by us to identify you and so you must keep them secure at all times. You are responsible for all information and activity on the Portal by anyone using your username and password.
2.2 Any breach of security, loss, theft or unauthorised use of an email address, username or password must be notified to us immediately.
2.3 We reserve the right not to act on your instructions where we suspect that the person logged into your CoInvestor account is not you (or an Authorised User) or we suspect illegal or fraudulent activity or unauthorised use.
2.4 As part of the registration process you will be asked to categorise yourself as either:
In each case you warrant to us that, in your view, you have the experience and knowledge to make your own investment decisions in relation to investments in unquoted early stage businesses such as those displayed on the Portal and that you understand the risks involved in so doing. Self-certification involves electronically signing a statement (provided to you on the Portal) that says you fall within the relevant definition. You may only self-certify if the contents of the relevant statement apply to you. We may ask you to confirm any certification you make under this clause 2.4 from time to time. Please note that separate, additional, certifications will be required for investment in NMPIs or as may be required by regulatory authorities outside the United Kingdom.
2.5 We may also ask you to confirm to us that you are an ‘advised investor’, namely that you will be advised by your independent financial adviser (“IFA”) as to the suitability of investment opportunities displayed on the Portal in accordance with the FCA Rules. If you are an ‘advised investor’ you may also be required to provide confirmation from your IFA that investments displayed via the Portal are suitable for you prior to being able to invest.
If you are seeking to be categorised as an ‘elective professional client’ you must also complete and achieve a sufficient score in our professional investor test (the “Professional Investor Test”). The purpose of the Professional Investor Test is to allow Managers to make a determination as to whether you have the expertise, experience and knowledge to make your own investment decisions in relation to certain deals and funds presented via the Portal and that you understand the risks involved in so doing.
If you are seeking to invest in an NMPI we are also required to satisfy ourselves that you have sufficient investment experience to invest in this type of investment product. We will make this assessment based on the information you provide when registering as an investor on the Portal and in completing the investment experience section of your account. You will not be able to invest in an NMPI if you are self-certified as a restricted investor.
2.6 Once you have categorised yourself in accordance with clause 2.4 above, you will be required to complete an online questionnaire designed to assess whether the deals and/or funds made available for investment via the portal are appropriate and suitable for you (the "Appropriateness Test").
2.7 CoInvestor will collect information provided by you as part of the Appropriateness Test and provide such information on request to the relevant Manager for the Investment Opportunity you wish to invest in. The final determination as to whether or not an Investment Opportunity is appropriate and suitable for you will be made by the relevant Manager on the basis of this information, and the details you provide in relation to your professional and investment experience, at the point of investment. These decisions are separate from any decision on whether a particular Investment Opportunity is ultimately one you should pursue, which is a decision you have sole responsibility for.
2.8 The decision as to whether to authorise you to invest in a particular Investment Opportunity is entirely the Manager’s, and notwithstanding the processes described at clauses 2.4, 2.5 and 2.6 above a Manager may decide for any reason or no reason not to authorise you to invest.
2.9 The information you provide during the registration process is the basis on which we identify you for the purposes of communicating with you, and any anti money laundering or other checks we run on you (as set out at clause 4) will be based on this information. You warrant to CoInvestor that all information provided to us in the course of the registration and investment process is true and accurate in all respects. You will update us via your CoInvestor account as soon as reasonably practicable if any of the information you provide to us changes.
3. The investment process
3.1 CoInvestor provides a Portal for investment in Investment Opportunities which are being arranged, made available by and/or managed by Managers.
3.2 Prior to registration with CoInvestor you will not be permitted to see information about Investment Opportunities displayed on the Portal. Once registered you will be able to access the full details of all Investment Opportunities displayed on the Portal that are relevant to your investor type as you set out in the registration process, or as updated by you via your CoInvestor account from time to time.
3.3 In order to invest in any Investment Opportunities displayed on the Portal you will be required to have satisfactorily completed the Appropriateness Test.
In order to invest in any Investment Opportunity which is a fund you will be required to accept the terms and conditions of that fund.
In order to invest in any Investment Opportunity you may be required to accept the terms and conditions of the Manager’s Custodian and, as applicable, Nominee, except where we have agreed with the Manager to arrange this.
You acknowledge that in agreeing to these Investor Terms and Conditions you are authorising us to arrange, where agreed with the Manager for a particular Investment Opportunity, the Custodian and, where applicable, Nominee for that Investment Opportunity and to liaise with such Custodian and Nominee on your behalf in relation to the custodian and nominee services required for your Investment and enter into contractual arrangements with the Custodian or Nominee as your agent.
Such arrangements may require additional terms to be accepted by you, or may require you to accept the terms and conditions of the Custodian and, where applicable, Nominee we arrange. You agree to sign such mandates and other documents, and provide such information as we may reasonably require in relation to such Custodian and Nominee arrangements. Failure to agree such additional terms may prevent you from being able to complete an investment.
You acknowledge and agree that we will arrange for a Custodian to provide the receiving agent services required for your Investments and to hold on your behalf the yields, dividends and other income returned on your Investments in the Cash Account referred to in condition 5.2.
3.4 Certain investment opportunities displayed on the Portal are only available to investors who the Manager may categorise as an “elective professional client”. If you have categorised yourself as an elective professional client during the registration process, we will supply the answers you have provided to our Professional Investor Test to the Manager who will then make a determination as to whether or not to treat you to act as an “elective professional client”.
3.5 When a Manager places an Investment Opportunity on the Portal, they are inviting Investors to form a contract with them. This is a separate legal agreement with its own terms and conditions (the “Manager Contract”) which will be made available for your review prior to any decision you make regarding that Investment Opportunity.
3.6 Where you elect to participate in an Investment Opportunity on the Portal (your “Offer”) this constitutes your acceptance of the terms and conditions of the Manager where applicable in relation to that Investment Opportunity (in addition to these terms and conditions) and an undertaking to be bound by such terms should your Offer be accepted. Where the Investment Opportunity is a fund involving investment via a Nominee then you will not require to enter into a Manager Contract and your Offer in relation to that Investment Opportunity will constitute your acceptance of, and agreement to be bound by, the terms and conditions of the Fund, these Investor terms and conditions and any additional Custodian on Nominee terms as referenced in condition 3.3.
3.7 If a Manager accepts your Offer, you automatically enter into a Manager Contract with that Manager. Please note that in accepting these terms you are consenting to information about your investment being given to us by the Manager whose Investment Opportunity you have invested into, so that we can add this information to the ‘My Investments’ section of your CoInvestor account and also use it, where necessary, to comply with our obligations to you under these terms and conditions.
3.8 The Manager of each Investment Opportunity you elect to participate in has the absolute right to reject your Offer, in whole or in part, without giving any reason. If they do elect not to accept you as a client, we will contact you to inform you of this.
4. Identity verification
4.1 Each Manager, Custodian and where applicable, Nominee has a duty to comply with applicable anti-money laundering provisions, including those of the Proceeds of Crime Act 2002, the Money Laundering Regulations 2017 and the FCA Rules or equivalent provisions applying where the Investment Opportunity is regulated by non-UK provisions. In order to ensure their compliance, we will use a third-party identification checking service to confirm your identity when you first seek to apply to invest in a company or in a fund. We may also need to run additional identity checks on you from time to time and may request that you send us digital copies of identity documents. In the event that this process is not able to verify your identity to our satisfaction, you may be asked to send physical versions of certain identification documents.
4.2 By registering with CoInvestor you expressly agree that we may run any and all of these checks on you at such times and intervals as we may reasonably require, and that you may not be able to make investments until and unless we are able to complete these checks to our satisfaction. We will not be liable for any losses, damages or costs arising from our conduct of these checks or your inability to make investments while the checks are pending or as a result of unsatisfactory completion of the checks.
5.1 Once registered on the Portal you may elect to invest in an Investment Opportunity, subject to clauses 2.5, 2.6 and 2.7 above, at any time provided that the Investment Opportunity in question has not ceased to accept further investment.
5.2 You are required to transfer cash into the cash account of the Custodian providing receiving agent services (the “Cash Account”) when asked to do so by bank transfer, or, if we have made this service available, by debit card. No Offer can be accepted until sufficient funds to cover the amount of your Investment has been transferred to the Cash Account or, if so directed, to the Manager, its nominated Custodian, legal adviser or to the Nominee or its nominated Custodian.
5.3 The amount you can invest in each Investment Opportunity will vary according to the maximum and minimum subscription amount stipulated by the Manager of such Investment Opportunity.
5.4 If your Offer is accepted (an “Accepted Offer”), and where we have arranged a Custodian to act as receiving agent in accordance with clause 3.3, we will instruct the Custodian to transfer your Investment funds, less fees due, from the Cash Account to the Custodian’s account, or to the Manager’s lawyer’s account, or to the bank account of the Investee Company, dependent on the instruction received from the Manager.
5.5 If your Offer is not accepted, your money will remain in the Cash Account pending redirection by you to an alternative investment or withdrawal.
5.6 You agree not to transfer or charge, or make any attempt to transfer or charge, the assets in your Cash Account or assets held by a Nominee or Custodian, to any third party.
6. Investment offers
Once registered you will have the opportunity to invest in Investment Opportunities available from time to time on the Portal. The opportunity to invest in the shares of an Investee Company or other Investment Opportunities may be deemed to involve an “offer” to you of the applicable shares or securities. By registering with CoInvestor you expressly agree that you consider and will treat for all purposes any such offer as (a) not being calculated to result, directly or indirectly, in such shares becoming available to persons other than those receiving the offer pursuant to section 756(3)(a) of the Companies Act 2006, and therefore as (b) not being a “public offer” for the purposes of section 755 of the Companies Act. Where equivalent statements are required in relation to Investment Opportunities regulated by non-UK provisions, or due to your non-UK domiciled status (where applicable) you may require to confirm such statements separately either with us or the applicable Manager.
7. Our role and responsibilities
7.1 As the operator of the Portal we will provide you with a range of information on each deal or fund, provided to us solely by the Manager, to help you make an informed investment decision via the Portal. We are not however authorised to and will not:
7.2 If you decide to invest we will arrange the process for you by ensuring your instructions are executed. Details of your Investments will be listed in the ‘My Investments’ section of your CoInvestor account along with the information about your Investments which we obtain from the Manager.
7.3 The proceeds of any sale of Investee Company shares which you hold or any yields, dividends or other income returned on your Investments will be credited to the balance of your Cash Account and we will notify you of this. You may withdraw any amount up to the total balance of your CoInvestor account, less any outstanding fees that may be due, at any time by following the instructions to request withdrawals in your CoInvestor account. Alternatively, you may leave this money in the Cash Account for investing in other deals via the Portal.
8.1 You can cancel your registration with CoInvestor at any time by notifying us in writing.
8.2 If you exercise your right to cancel your registration with CoInvestor, the Custodian will arrange to return to you as soon as possible (and in any event, not more than 30 days following cancellation) to your specified bank account any cash that you have transferred to the Cash Account that is not allocated to an Accepted Offer. We reserve the right to charge an administration fee to cover the cost of closing your CoInvestor account and returning funds where you have undertaken no investment activity on the Portal.
8.3 If you have entered into a Manager Contract via the Portal, your withdrawal rights from that Investment are as set out in that Manager Contract. Where you wish us to effect a withdrawal via the Portal in relation to your Investment under a Manager Contract, you must ensure that you comply with the applicable notice period for withdrawal under such contract and you acknowledge that you may be liable for fees imposed by the relevant Custodian for that Investment. Where we have arranged custody for your Investment assets you will also continue to be liable to us for any Custodian fees we incur in relation to such assets following cancellation of your registration with CoInvestor.
8.4 You acknowledge that, notwithstanding the right to cancel under the FCA Rules, you do not have the right to cancel, terminate and/or reverse any Accepted Offer executed on your behalf before cancellation takes effect.
9. Cash Account
9.1 Any interest that may be paid on any balance in the Cash Account shall be added to the Cash Account.
9.2 By accepting these terms and conditions you agree that the Custodian may hold and process by computer or otherwise any information they hold about you and may use any of that information to administer and operate your Cash Account and to monitor and analyse the conduct of your cash account.
10.1 If you elect to participate in an Investment Opportunity via the Portal then we reserve the right to charge you any, all or none of the following fees;
10.2 We will deduct any initial fees due on an Investment-by-Investment basis at the point of transfer of funds from your Cash Account as directed by the Manager, or we may invoice you directly or deduct these from the Cash Account prior to your funds being returned on exit. If there are insufficient funds in the Cash Account to satisfy your commitment under an Accepted Offer and to pay the fees due to us we shall be entitled to scale back your Accepted Offer to the extent necessary to enable these fees to be paid in full.
10.3 These fees may be rebated by the Manager and in such circumstances the extent of the rebate will be shown in the Investment Opportunity offer.
10.4 The Manager may also charge an initial fee as a percentage of the value of each Investment, an annual fee as a percentage of the gross value of your Investment and a performance related fee. These fees will be shown in the Investment Opportunity offer. We will deduct these fees on an investment by investment basis at the point of transfer of funds from your Cash Account as directed by the Manager. Where these are annual or performance fees we may deduct these from your Cash Account prior to your funds being returned on exit. If there are insufficient funds in the Cash Account to satisfy your commitment under an Accepted Offer and to pay the fees due to the Manager, we shall be entitled to scale back your Accepted Offer to the extent necessary to enable the Manager fees to be paid in full.
10.5 Charges payable by you to your IFA may be facilitated by us or, in the case of a fund investment by the Manager or Nominee, and will be deducted on a deal by deal basis at the point of transfer of funds from your Cash Account as directed by the Manager or on a fund basis at the time of fund closing. If there are insufficient funds in the Cash Account to satisfy your commitment under an Accepted Offer and to pay the fees due to the IFA we shall be entitled to scale back your Accepted Offer to the extent necessary to enable IFA fees to be paid in full.
11.1 If you wish to make a formal complaint in relation to the Portal, you may do so via email, with the word “complaint” in the subject line, to email@example.com with details of your complaint.
11.2 In the event that you do not feel that we have adequately resolved your complaint you may have the right to complain to the Financial Ombudsman. Further information in relation to the Financial Ombudsman’s complaints process may be found at www.financial-ombudsman.org.uk.
Once registered on the Portal, information relating to Investee Companies and funds is presented on the Portal in order for you to make your investment decisions and not for any other purpose. While you are not legally required to keep this information confidential, you may not use it in any way to compete with or otherwise impede the success of the relevant business, and if you do so we may bring an action against you for any damage you have caused to our reputation, to our business or otherwise.
14.1 Before investing in deals or funds via the Portal you are recommended to seek independent financial and tax advice. Please note that CoInvestor is unable to provide you with advice about whether you should invest in an Investment Opportunity displayed on the Portal.
14.2 You may not receive back the full amount that you have invested via the Portal. The value of each investment displayed on the Portal may fall and may even lose all of its value. The rates of tax, tax benefits and allowances described on the Portal are based on current legislation and HMRC practice. These rates may change from time to time and are not guaranteed.
14.3 Any investment you make via the Portal in an Investee Company is likely to be subject to dilution. This means that if the Investee Company raises additional capital at a later date, it will issue new shares to the new investors and the percentage of the Investee Company that you own will decline. These new shares may also have certain preferential rights to dividends, sale proceeds and other matters, and the exercise of these rights may work to your disadvantage.
14.4 Investment in smaller, unquoted companies, by its nature involves a high degree of risk. Proper information for determining their value or the risks to which they are exposed may also not be available. Investment in such companies can offer good investment returns but the market for their shares is often illiquid and uncertain by its nature. Consequently, such investment involves a higher degree of risk than a portfolio of quoted shares. In addition, tax rules for certain company investments can require minimum holding periods or the tax reliefs for such investments may be withdrawn. Any investment via the Portal should therefore not be regarded as a short-term investment as it is very unlikely that any exit will occur during the statutory three year minimum holding period of an investment.
14.5 There can be no guarantee that any appreciation in the value of any of the Investee Companies or funds will occur or that the commercial objectives of the Investee Companies will be achieved. Investments in small companies are acknowledged widely to be high-risk investments. Such companies fail for many reasons and such failure often leads to a total loss of the investment monies.
15. Regulatory Information
15.1 CoInvestor is a trading name of CoInvestor Limited. CoInvestor Limited is a private company limited by shares, registered in England and Wales under company number 07233697, and our registered office is at 1 Beer Cart Lane, Canterbury, Kent CT1 2NY. CoInvestor Limited is an authorised and regulated by the Financial Conduct Authority under No 747676. This authorisation permits CoInvestor to arrange deals in investments and make arrangements with a view to transactions in investments including arranging Custodian and Nominee services.
16.1 We may suspend or terminate your registration with CoInvestor and your ability to use the Portal at any time for any reason, including but not limited to if:
16.2 Termination of your registration with CoInvestor will not result in a termination of any Manager Contract to which you are a party at that time.
16.3 On termination, we will credit your bank account with any funds remaining in your CoInvestor account or send a cheque to the address last provided by you.
17. Intellectual Property Rights
17.1 We own all present and future copyright, registered and unregistered trademarks, design rights, unregistered designs, database rights and all other present and future intellectual property rights and rights in the nature of intellectual property rights existing in or in relation to the Portal. Notwithstanding the preceding sentence, the copyright and other intellectual property rights in deals featured on the Portal are owned by the creator(s) of those deals provided however that any person who posts a deal to the Portal grants to us a perpetual license to display any such material on the Portal.
17.2 Subject to these terms and conditions, no part of the Portal may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without our prior written permission. You are permitted to print and download extracts from the Portal for your personal use.
18.1 You will be liable to us for any loss or damage suffered by us as a directly foreseeable result of any material breach of these terms and conditions by you, or any fraudulent or grossly negligent use of the Portal.
18.2 You agree that, to the maximum extent permitted by law, neither we, nor any Custodian or Nominee we arrange in relation to an Investment Opportunity, shall have any liability to you for any loss or damage which you may suffer as a result of using the services provided via the Portal, except where such loss or damage arises as a directly foreseeable result of our, or the Custodian or Nominee’s, material breach of these terms and conditions or was caused by our (or their) negligence, wilful default or fraud. We are not responsible for any breach of these terms and conditions arising from circumstances outside our reasonable control.
18.3 Nothing in these terms and conditions shall limit our liability for personal injury or death, fraud nor for any other liability the exclusion or limitation of which is not permitted by applicable law or regulation.
If any term, condition or provision of these terms and conditions will be held to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will not affect the validity, legality or enforceability of the remainder of these terms and conditions. This clause will have no effect if the severance alters the basic nature of these terms and conditions or is contrary to public policy.
20. Third party rights
Unless expressly provided to the contrary in these terms and conditions, a person who is not a party to these terms and conditions may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999, and, notwithstanding any term of these terms and conditions, no consent of any third party is required for any amendment (including any release or compromise of any liability) or termination of these terms and conditions.
21. Governing Law and Jurisdiction
These terms and conditions and all matters relating thereto shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.
22.1 We reserve the right to amend these terms and conditions from time to time, including where this is necessary in order to comply with Applicable Laws including HMRC requirements or to comply with FCA Rules. If we amend these terms and conditions you will be notified when you next use the portal and your continued use of the portal will be deemed to be acceptance of such amended terms.
23. Entire Agreement
24. Contact us
24.1 Should you have any questions about these terms and conditions, or wish to contact us for any reason whatsoever, please contact us using any address, telephone number or email address shown on the contact page of our website at www.coinvestor.co.uk.
Applicable Laws: all relevant UK laws, regulations and rules, including those of any government or of the FCA.
Custodian: the legal entity appointed by us or by the Manager to provide custodian services in relation to an Investment Opportunity.
FCA Rules: the rules of the FCA as set out in the FCA’s Handbook of Rules and Guidance and any other rules and guidance issued by the FCA from time to time.
Investee Company: a qualifying company that you have chosen to invest in.
Investment Opportunity: an investment opportunity listed on the Portal by a Manager, which may include but not be limited to single company investments, bonds, funds, portfolio services, NRRIs and NMPIs.
Investment: the investment in an Investment Opportunity by or on behalf of an Investor as facilitated via the Portal.
Manager: the authorised manager of an Investment Opportunity.
Manager Contract: the agreement as described in condition 3.5, between you and the relevant Manager setting out the agreed terms of your Investment.
Nominee: means the FCA regulated entity appointed by the Manager or by us which will be the legal owner of shares and securities on your behalf in relation to an Investment.
NMPI: means a non-mainstream pooled investment fund.
NRRI: means a non-readily realisable investment.