Terms and Conditions
PARTIES
This agreement (the “Agreement”) is made between:
1. TALBOT CAPITAL LIMITED (t/a “Odin” or "Join Odin" or "www.joinodin.com"), a private limited company incorporated in England and Wales with registered number 06736536, and an office at 1st Floor, Nicholas House, 3 Laurence Pountney Hill, London, England, EC4R 0EU, authorised and regulated by the Financial Conduct Authority (FCA registration number 489839) (“Odin” or “we”, “us”, “our”); and
2. You, the user of the Platform, acting in your capacity as a Syndicate Lead and/or Syndicate Member (as defined below) (“User”, “you”, “your”).
(each a “party” and together the “parties”).
Background
A. Odin operates an online investment platform, which allows experienced and high-net-worth investors, who are part of “angel syndicates,” to invest in private companies.
B. The User wishes to engage Odin to provide (or procure the provision of) certain administrative and transactional services in order to invest in shares and other investments issued by private companies..
C. Odin is authorised and regulated by the Financial Conduct Authority (reference number 489839) with permission to carry on the regulated activities of arranging deals in investments for retail clients and arranging for another person to safeguard and administer investments (amongst other things).
D. This Agreement sets out the terms of the relationship between Odin and you, as a User. You should read these terms carefully before agreeing to them, and we strongly advise you to keep a printed or electronically stored copy of this Agreement for your future reference. The Agreement will be legally binding when you accept these terms. Please contact hello@joinodin.com if you have any questions about this Agreement. Capitalised terms used but not immediately defined have the meaning given to them in clause 0 below.
E. We will not carry out custody services for you but have appointed a third party, Thompson Taraz Depositary Limited (the “Custodian”) on your behalf to provide these services in respect of your Accounts. We have entered into an agreement with the Custodian, as your agent, for the Custodian to provide custody and associated services to you. You therefore have a direct relationship with theCustodian for the custody of your investments, which is governed by the terms provided to you at Annex 1 to this Agreement (the “Custody Terms”). It is important that you read the Custody Terms at Annex 1 as they are legally binding on you and create direct contractual rights and obligations between theCustodian and you.
AGREED TERMS
1. Definitions and interpretation
1.1. In this Agreement, the following words and phrases have the meanings given below:
“additional information” information we provide on the Platform, other than information contained in Deal Documents, as explained further in clause 16.1
“Agent” in the case of either:
(a) a corporate User;
(b) an unincorporated User; or
(c) a government User,
that natural person acting on such User's behalf, as explained further in clause 3.9
“Applicable Laws” the FCA Rules, FSMA, the Companies Act and all other applicable legislation or regulatory rules in force from time to time
“Carried Interest” a monetary amount equal to a percentage (if any) of Syndicate Member profits as shall be payable by the Syndicate Members to such person(s) in such proportions as are specified in the Deal Sheet
“Content” as such term is defined in clause 23.3;
“Custodian” Thompson Taraz Depositary Limited of C/O Thompson Taraz LLP 4th Floor, Stanhope House, 47 Park Lane, London, W1K 1PR or such other person authorised to hold client money who has been separately selected and engaged by Odin in respect of the Deal
“Custody Terms“ as such term is defined in Recital E
“Companies Act” the UK Companies Act 2006, as may be amended or modified from time to time
“Completion Date” the date on which the Deal becomes unconditional, and the parties to the Deal agree to complete in accordance with the terms of the Underlying Documents
“Conflicts of Interest Policy” Odin’s conflicts of interest policy
“corporate User” a legal person who becomes a User, as explained further in clause 3.1
“Deal” any Primary Issuance or Secondary Sale which is originated by a Syndicate Lead and made available to Syndicate Members via the Platform (and “Deals” shall be construed accordingly)
“Deal Documents” in relation to each Deal, the Deal Sheet, the Syndicate Terms, the Investment Instrument or Transfer Instrument (as the case may be) and the Promotional Materials relevant to that Deal
“Deal Page” a restricted access section of the Platform containing Deal Documents, and Promotional Materials and any Underlying Documents for a Deal
“Deal Sheet” the headline terms and conditions accompanying a Deal published on the Platform by Odin, which, when taken together with the Syndicate Terms form the contractual basis for the Deal and the relationship between Odin, the Syndicate Members, the Syndicate Lead and the Custodian
“Designated Account” one or more segregated bank accounts operated by the Custodian for the sole purpose of administering Deals, details of which will be specified on the Deal Page or in the relevant Deal Documents
“EIS” the Enterprise Investment Scheme administered by HMRC
“FCA” the UK Financial Conduct Authority or any successor authority
“FCA Rules” the principles, rules and guidance set out in the Handbook of rules and guidance issued by the FCA
“FSCS” Financial Services Compensation Scheme, as further described in clause 18.3
“FSMA” the Financial Services and Markets Act 2000 and all secondary legislation made thereunder (as amended from time to time)
“government User” a government body that becomes a User, as explained further in clause 3.1
“HMRC” HM Revenue & Customs
“individual User” a natural person who becomes a User, as explained further in clause 3.1
“Intellectual Property Rights” means: (a) copyright, design rights (whether registered or unregistered) and database rights; (b) patents, utility models, trademarks, trade names, domain names and topography rights; (c) applications for, or registrations of, any of the rights described in (a) or (b) above; and (d) any other intellectual property having a similar nature or equivalent effect anywhere in the world
“Investee Vehicle” a person seeking to raise funds from Syndicate Members pursuant to a Deal
“Investment Instrument” in relation to a Primary Issuance, the underlying investment instrument (or instruments) to be executed between the Nominee (acting on behalf of a User) and the Investee Vehicle upon completion of such Deal
“Investor Receipts” as such term is defined in clause 7.5
““My Deals” viewer” a private section of the Platform which hosts an electronic depositary confidential and personal to each User, and where the User can access and download a copy of this Agreement, and in relation to any Deals in which the User has participated; copies of any Deal Documents or any beneficial certificates of ownership in the name of such User and any corporate updates communicated by or on behalf of each relevant Investee Vehicle
“Nominee” a wholly-owned, non-trading subsidiary of the Custodian, which acts under its direction.
“person” a natural or legal person, including a partnership, unincorporated association or other unincorporated entity that, despite not having a distinct legal personality, is acting for purposes of this Agreement as a unified body
“Platform” the online platform operated by Odin located at www.joinodin.com
“Platform Agreements” this Agreement, the Privacy Policy, and any other agreements as explained further in clause 2.2
“Primary Issuance” a subscription for Subscription Shares in an Investee Vehicle by Syndicate Members which is effected through the Platform
“Promotional Materials” any and all promotional material made available to Users on the Platform in respect of prospective Deals
“Privacy Policy” our written privacy policy which is accessed via www.joinodin.com/privacy and is incorporated by its reference within the terms of this Agreement
“Regulatory Authority” the FCA, HMRC or any regulator, designated professional body or governmental authority or agency with responsibility for/jurisdiction over the Services in the United Kingdom, and equivalent or similar authorities or bodies in any other territory or country
“Sale Shares” in relation to a Secondary Sale, the legal and beneficial title to the equity or equity-like interests in the Investee Vehicle (including but not limited to tokens or warrants) which are to be acquired by the relevant Syndicate Members pursuant to the terms of the Transfer Instrument
“Security Interest” any option, mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, security, interest, retention of title or other encumbrance of any kind securing, or any right conferring, a priority of payment in respect of any obligation of any person or a contractual right to shares, securities or to any asset or liability
"Secondary Sale" a sale and purchase of existing Sale Shares in an Investee Vehicle between a Seller (or more than one Seller) and Syndicate Members which is effected through the Platform
“SEIS” the Seed Enterprise Investment Scheme administered by HMRC
“S/EIS Relief tax relief under the EIS or SEIS
"Seller" a holder of Shares in an Investee Vehicle for which Deal Documents in respect of a Secondary Sale may be accessed through the Platform
“Services” those services provided by Odin to you in respect of a Deal as set out in clause 4
“Shares” in relation to a Deal, either Subscription Shares or Sale Shares (as applicable)
“Subscription Shares” in relation to a Primary Issuance, the legal and beneficial title to the equity or equity-like interests in the Investee Vehicle (including but not limited to partnership interests, tokens, warrants or units) which are to be subscribed for by the Syndicate Members (with the Nominee to hold the legal title to such Subscription Shares on behalf of each Syndicate Member pursuant to the relevant Syndicate Terms) pursuant to the terms of the relevant Investment Instrument
“Syndicate Lead” in relation to a Deal, the person(s) identified as the Syndicate Lead(s) in the Deal Sheet
“Syndicate Members” in relation to a Deal, each member of the syndicate of experienced investors who has been approved by the Syndicate Lead to either subscribe for the Subscription Shares or acquire the Sale Shares (as the case may be) (and the term ‘Syndicate Member’ shall also be taken to include the Syndicate Lead where applicable)
“Syndicate Terms” in relation to a Deal, the terms of agreement between the relevant Syndicate Members, Odin, and the Nominee
“Transfer Instrument” in relation to a Secondary Sale, the underlying transfer instrument (or instruments) to be executed between the Nominee and the Seller(s) upon completion of such Deal
“unincorporated User” a partnership or unincorporated association (including a fund that is not structured as a legal person) who becomes a User of the Platform, as explained further in clause 3.1
“Underlying Documents” any underlying documents related to the Investee Vehicle to which the Nominee becomes a party or is bound by as the registered owner of the Shares (including but not limited to any investment agreement, sale and purchase agreement, shareholders agreement and any constitutional document such as an articles of association)
“User” you and/or any other users of the Platform who have also previously executed a version of this Agreement, and acting in their capacity as Syndicate Leads and/or Syndicate Members (as applicable)
1.2 Interpretation of this Agreement
1.2.1 Execution and Assent
Any reference to “execute” or “executed” shall include any expression of assent to be bound by the terms of this Agreement or the other Deal Documents (as applicable) through electronic means provided on the Platform or otherwise signed or executed in a manner approved by Odin.
1.2.2 Singular and Plural
Words in the singular include the plural and vice versa, and use of the masculine includes the feminine and neuter and vice versa.
1.2.3 Statutes and Provisions
A reference to a statute or statutory provision includes any subordinate legislation made under it, and any statute or statutory provision which modifies, consolidates, re-enacts, or supersedes it, whether such statute or statutory provision comes into force before or after the date of this Agreement.
1.2.4 References to Persons
Any reference to a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.5 Headings
Headings are inserted for convenience only and shall not affect the interpretation of this Agreement.
1.2.6 Written Communication
A reference to “writing” or “written” includes email (or in the case of Odin, communication via the Platform).
1.2.7 Inclusive Language
The word “including” or “includes” is not exclusive and should be read as if followed by the words “without limitation.”
1.2.8 Express Agreement
Any use of the terms “you must,” “you shall,” “you may only,” “you may not” or similar terms means that, in executing this Agreement, you expressly agree to be bound by whatever action or commitment such terms reference.
3. Capacity and eligibility for Platform access
3.1 Categorisation (Capacity)
In order to become a User, you must be either:
3.1.1 a natural person who is 18 years of age or over with sufficient legal capacity to enter into the Agreement (which we refer to as an “individual User”);
3.1.2 a legal person, including a limited company, a limited partnership, a limited liability partnership, or other form of legal entity (which we refer to as a “corporate User”);
3.1.3 a partnership or unincorporated association, including a fund that is not structured as a legal person (which we refer to as an “unincorporated User”); or
3.1.4 a department, executive agency, or non-departmental public body of a national, regional, local, or supra-national government (which we refer to as a “government User”).
3.2 By executing this Agreement, you warrant to us that you meet the criteria of an individual User, a corporate User, an unincorporated User, or a government User and that you are not subject to the laws of any territory which would make your use of the Platform unlawful.
3.3 Client Categorisation. Unless we notify you otherwise, we will categorise you as a retail client for purposes of the FCA Rules. You may request us to treat you as a different client classification type, but you will need to demonstrate to us that you meet the criteria for such client categorisation. If we agree to treat you as a different client classification type, we will provide you with further information on the protections that you will lose as a result of such reclassification.
3.4 Categorisation (Investor Status). In order to become a User, you must be able to truthfully self-certify either as a “high net worth individual” or as a “sophisticated investor” in each case within the meaning of the respective term as defined in the FCA Rules. Self-certification involves electronically signing an investor status declaration (provided by us the first time that you access the Platform) to confirm that you fall within the relevant categorisation, and from time to time we will ask you to re-confirm any self-certification or provide evidence supporting your self-certification. If you wish to change your certification, please notify us in accordance with clause 25.1. By executing this Agreement, you warrant to us that you have the experience, expertise, and knowledge to understand the risks involved in, and make your own investment decisions about, investments in early-stage businesses. In the case of a corporate User, an unincorporated User, or a government User, completion of the authorisation process by your Agent constitutes completion by you on behalf of the individuals you represent, and the outcome of such completion will be binding on you even if you subsequently replace your Agent.
3.5 Verification/AML. In order to become a User, the first time that you access the Platform, we will require you to complete an electronic verification check to confirm you are who you say you are. We may also require you to complete certain anti-money laundering checks at the time of a Deal (with any such decision being made at our sole discretion). You hereby agree to comply with all such verification and AML requirements while you are a User.
3.6 As part of your application to open an account, you must provide us with details of the bank account from which you intend to make payments and into which you wish to receive payments (your “Nominated Account”). Your Nominated Account must be in your name. If you wish to change your Nominated Account, you must notify us in writing and provide such information/evidence as we may request to prove that the new nominated account is held in your name. Any changes to your Nominated Account will only become effective once accepted by us in writing.
3.7 Ceasing to be eligible.You must inform us as soon as reasonably practicable if you cease to be eligible to be a User. If you inform us, or if we otherwise discover, that you have ceased to be eligible as a User, your access to the Platform will be either terminated or suspended in accordance with clause 14.2 or clause 14.3 respectively. If you later become eligible as a User again and inform us of this, your access to the Platform may be reinstated at our discretion.
3.8 One account only. You may only become a User once (in a chosen capacity in accordance with clause 3.1). You may not attempt to create multiple accounts on the Platform for yourself in the same capacity by using different email addresses or other identifying information. If you attempt to do so, your access to the Platform may be terminated in accordance with clause 14.2. For the avoidance of doubt, this provision does not prevent you from signing up as both an individual User and a corporate User (for instance) should you need to.
3.9 Agents. If you are a corporate User, an unincorporated User, or a government User, you must designate at least one natural person to take actions on your behalf. We refer to this person as your “Agent.” Your Agent is the person who provided their name as your appointed representative in the joining form on the Platform. Should you wish to replace your Agent at any time, you may do so by having either the outgoing Agent or one of your directors or officers notify us. Your Agent is not an individual User (except to the extent that they join separately as such) and only has rights and obligations under this Agreement to the extent that they are, or purport to be, acting for you. Throughout this Agreement, and as the context requires, any reference to “you” which relates to taking a particular action through the Platform or doing anything else that only a natural person can physically do, shall be read as a reference to your Agent doing so on your behalf, while any other reference to “you” shall be read as a reference to you as a corporate User, an unincorporated User, or a government User.
3.10 Overseas territories In addition to the requirements of clauses 3.1 and 3.3, persons who are resident or situated in territories outside the United Kingdom may not become Users if their accessing of Deals and participating in Deals through the Platform would contravene any local legislation or other regulatory requirements. Such persons may be required to comply with additional or alternative requirements to those set out in clauses 3.1 and 3.3 to become Users.
3.11 Entirely our decision; no liability The decision whether to open an account for you on the Platform is entirely ours and, notwithstanding the eligibility criteria described in this clause 3, we may decide to decline or restrict your access to the Platform at any time. We will not be liable to you for any losses, damages, or costs arising from our decision to restrict such access to the Platform. We have the right to decline your request to open the account on the Platform without providing reasons for doing so and with no right to any compensation.
3.12 Odin’s relationship with You Upon execution of this Agreement, you will become a User, and you will remain a User until and unless your access to the Platform is terminated or suspended in accordance with clause 14. Our obligations to you as a User are as set out in this Agreement and other Platform Agreements.
4. Nature of our Services
4.1 Specific Services. Unless otherwise agreed between us and the Syndicate Lead relating to a particular Deal, our services will include:
4.1.1 publishing the Deal Page and arranging for the Deal Documents, any Promotional Materials, and any Underlying Documents relevant to the Deal to be communicated through the Platform for execution and/or review by the relevant parties (as the case may be);
4.1.2 vetting of Syndicate Members in their capacity as Users of the Platform and liaising with Syndicate Leads in relation to the formation of such group and the terms of becoming a Syndicate Member;
4.1.3 arranging for the services to be provided to you by the Custodian and the Nominee, including acting as the named subscriber for the purpose of the Underlying Documents (acting on behalf of each Syndicate Member pursuant to the Syndicate Terms), unless otherwise agreed with the Syndicate Lead.
4.2 We will not handle client money and will not accept or receive client money. Money for the purposes of your orders under this Agreement must be transferred to the Custodian. Client money will be handled by the Custodian in accordance with the Custody Terms.
4.3 We do not hold your Shares after you acquire them. The Custodian will arrange for your Shares to be held in accordance with Applicable Law and will be responsible for safeguarding your Shares in accordance with the Custody Terms (further information in relation to the arrangements for holding your Shares is set out in Annex 1).
4.4 You acknowledge the following:
4.4.1 No advice, negotiation, or recommendations. Odin does not provide any advice or recommendations with respect to any aspect of any Deal, including but not limited to any advice, negotiation, or recommendations regarding the price for the Shares or the other terms of the Deal. This means, among other things, that Odin cannot give any User any investment, legal, taxation, or other advice in connection with a Deal, and nothing on the Platform or in any communications which Odin sends to a User is intended to constitute advice, an introduction, or a recommendation. If you feel that you need or want advice at any time, you should consult an appropriate professional financial, legal, taxation, or other adviser.
4.4.1.1 No matching, price formation. In administering Secondary Sales, Odin is under no circumstances matching a Seller with one or more Syndicate Members, and all agreements to enter into a Secondary Sale shall be made in advance between such parties directly, with Odin merely administering the subsequent transfer of Shares from one such party to the other in a manner consistent with all other Secondary Sales that take place on the Platform. Odin is not involved in any aspect of price formation or valuation, and the fair value of the Shares to be transferred pursuant to a Secondary Sale is to be agreed directly between the relevant Syndicate Lead and Seller and communicated in writing to Odin by such parties at the time of Odin’s preparation of the relevant Deal Sheet(s). The Platform is not a trading platform.
4.4.1.2 No portfolio or risk management Odin does not perform any portfolio or risk management in respect of any Deals which are completed on the Platform, and you are expected to use your own insight and experience and seek expert advice where necessary when it comes to participating in any Deal on the Platform and then monitoring such Deal on an ongoing basis. If you feel that you need or want advice at any time in this regard, you should consult an appropriate professional financial, legal, taxation, or other adviser.
4.5 Location of activities. In executing this Agreement, you agree that all the activities that we conduct with you take place within the United Kingdom, regardless of where you may be physically located at the time you use the Platform or otherwise engage with us. You agree to comply with all relevant laws and regulations that may apply to your use of the Platform in any jurisdiction in which you may be located. Without prejudice to this clause 4.5 or clause 24.10, you agree that under no circumstances will you make any claim to the effect that our activities are conducted in, or subject to, the laws of any country other than those of the United Kingdom.
5. The Platform
5.1 Communication. Your interactions with us, the Custodian, and with any other Users will take place almost entirely through the Platform. This will include the use of the Platform to make investments or purchases, including transferring money to a Designated Account in respect of a Deal, and to follow the progress of your Deals after they have been completed in your “My Deals” viewer. In addition, most communications between us and you, the Custodian and you, and between you and other Users (including, where applicable, Syndicate Leads), will take place through the Platform. There are certain exceptions where we or the Custodian may interact with you, or you may interact with other Users (including, where applicable, Syndicate Leads), via direct email, Slack, telephone, or in person, but in general, you should expect that you will not be able to communicate with us, the Custodian, or other Users (including, where applicable, Syndicate Leads) via any means other than the Platform. If you do not wish to use the Platform for these interactions, you should not execute this Agreement and become a User.
5.2 Access. Access to the Platform is performed using an authentication token. The authentication token may be a username and password pair set up by you, or an authentication token provided by an external platform on which you have an account. Your Platform account is personal to you and is not transferable. We will never ask you to provide your authentication token to us or to a third party, and you must never allow anyone to access any of your accounts or watch you accessing any of your accounts on the Platform. You are responsible for monitoring your account and must ensure that you read all messages that have been sent to you. You should note that we may terminate or suspend your access to the Platform under specified circumstances as described in clauses 14.2 and 14.3.
5.3 Security. You must take all reasonable steps to keep your authentication token, username, password, and any other Platform account details private at all times and never disclose them to anyone. We recommend that you change your username and password regularly to limit the risk of any of your Accounts being compromised. If you have any indication or suspicion that your account, authentication token, username, password, or any other Platform account details have been lost, stolen, misappropriated, used without authorisation, or otherwise compromised, you are advised to change your password immediately and contact us without undue delay. In case any of the email addresses registered with any of your Accounts are compromised, you should, without undue delay after becoming aware of this, contact us and also contact your email service provider. If we receive such a notification from you or determine ourselves that the security of your account may have been breached, you will not be able to access the Platform until measures have been taken to verify your identity.
5.4 Profile. After you first access the Platform, you will be asked to complete a user profile. The information you provide in your user profile is the basis on which we identify you for purposes of communicating with you, fulfilling any reporting obligations that we have to any Regulatory Authority, and conducting any anti-money laundering or other checks we run on you (as described in clause 3.5), which you may change at any time. To the extent that you choose to make your profile “public” for certain purposes, it will also be the basis on which other Users identify you. You must complete the profile truthfully, and you must keep the information in your profile up to date.
5.5 Content. You are solely responsible for any content you post on the Platform. You may not post, transmit, or share information on the Platform that you do not own or have permission to display, publish, or post. Neither we nor any other Users shall be liable for your content, and you hereby agree to indemnify us and any other affected Users for any loss, damages, or costs suffered by us and/or other affected Users that arises directly from or in connection with any content you publish on the Platform that is in contravention of this clause 5.5.
5.6 Interactions with other Users. You are solely responsible for your interactions with other Users. We reserve the right, but are not obliged, to monitor actions and disputes between you and other Users. We reserve the right to remove any communications that you post that we consider to be abusive, trolling, spam, or otherwise inappropriate (including any discussion of commencing legal action), and we reserve the right to remove your ability to post communications on the Platform altogether.
6. Structure of Investments
6.1 Nominee. Unless indicated differently in a set of Deal Documents or as agreed in advance in writing directly with us, when you choose to participate in a Deal, the Custodian will, in accordance with the FCA Rules, hold the legal title to your Shares in the name of the Nominee as bare trustee, with the beneficial interest in such Shares being held by you by reference to internal records kept by the Custodian. In these circumstances, the Nominee will be registered by the Investee Vehicle as the legal owner of the Shares upon completion of a Deal, rather than you, the User. The full terms of the arrangements governing the appointment of the Nominee by you will be set out in the Custody Terms.
6.2 Appointment of the Custodian By entering into this Agreement, you authorise us to appoint the Custodian, as your agent, to provide custody for your investments and to hold money that belongs to you. We will exercise all due skill, care, and diligence in the selection, appointment, and periodic review of the Custodian.
6.3 Appointment of the Custodian (cont.) In providing custody services under the Custody Terms, the Custodian is responsible for the safekeeping of your investments (including dealing with any cash as outlined in clause 7 below). The Custodian will also settle any transactions that we instruct the Custodian to effect under this Agreement, and collect income, interest, distributions, dividends, and other payments in respect of your investments in accordance with the Custody Terms. Your attention is drawn, in particular, to clause 5.2 of the Custody Terms regarding payment of interest.
6.4 User obligations. You shall not attempt to transfer, or purport to transfer, the legal title to any of your Shares held by the Nominee while this Agreement is in force without the prior consent of Odin, the Investee Vehicle, and the relevant Syndicate Lead, nor represent that you hold the legal title to such Shares in any way. You shall not allow a Security Interest to be created or otherwise exist over any of your Shares held by the Nominee. Notwithstanding any specific limitations of liability contained in any Deal Document, you agree to fully indemnify and keep indemnified Odin, the Custodian, the Nominee, the Syndicate Lead, and their respective directors, officers, employees, agents, and advisers from and against all claims, actions, proceedings, demands, damages, liabilities, losses, settlements, judgements, costs, and expenses (including legal fees) that arise directly out of or in connection with any breach by you of this clause 6.4.
6.5 Insolvency In the event of Odin’s insolvency, any Shares legally held by the Nominee will not be appropriated as part of any insolvency proceedings affecting Odin.
7. Flow of Funds
7.1. Placing an order. Through the Platform, you will be able to select and invest in Shares relating to a Deal that is available to you. You will only be permitted to place an order through our Platform subject to passing our anti-money laundering checks and on-boarding processes.
7.2. Order Aggregation We may combine your orders with the orders of other investors seeking to invest in the same Shares (as applicable) (i.e. orders may be aggregated). In addition, the Custodian, in carrying out transactions in respect of Shares, will do so on an aggregated basis, subject to Applicable Law. While it is unlikely that the aggregation of orders and transactions will be a disadvantage to any User whose order is to be aggregated, the effect of the aggregation may work to a User’s disadvantage in relation to a particular order.
7.3. Designated Account
Where you commit to participate in a Deal, the Deal Documents will specify a Designated Account, which is a separate designated bank account opened in the name of the Custodian with and operated in accordance with the FCA Rules, for the purpose of receiving committed funds from all participating Users in the Deal by a specific deadline pending completion of the Deal (at which point the total amount of funds will be released to the Investee Vehicle or the Seller, as relevant, net of any fees charged by Odin and/or the Syndicate Lead in accordance with the relevant Deal Documents).
7.4. Designated Account (cont.)
You may fund your investments by electronic bank transfer from your Nominated Account to the client money bank account of the Custodian. We will provide you with further information on the process for funding your investments during the registration process. We reserve the right to refuse to accept any particular funding transaction or to disable any particular funding method at our sole discretion.
7.5 Receiving money from Investments
If any capital proceeds or profit distributions (“Investor Receipts”) are to be received by you in respect of a Deal, such Investor Receipts will be paid to you in accordance with the terms of the relevant Deal Documents, which will also outline the terms on which any fees or Carried Interest payments owed to the Syndicate Lead are payable in respect of such Investor Receipts.
8. The Investment Process
8.1 No recommendation; no reliance on other information
For the avoidance of doubt and without prejudice to clause 4.4.1, the display of any Deal on the Platform does not mean that we are recommending that you make an investment in the relevant Investee Vehicle or that we consider that it is suitable for you, that we believe the Investee Vehicle is likely to be successful, or that we take any responsibility or will in any way be liable to you if the Investee Vehicle is not successful. We make no warranties or representations and assume no liability in respect of the Investee Vehicle or the content of the Deal. The investment decision with respect to any investment through the Platform is yours and yours alone, and you should make your own assessment, consulting with any relevant advisers if you need assistance, of the viability and prospects of the Investee Vehicle and the accuracy of its Deal and any Promotional Materials. Any discussion forums do not constitute part of the Deal Documents or Promotional Materials, and any responses to questions in any discussion forum should not be treated as part of the Deal Documents or Promotional Materials.
8.2 Confidentiality of information presented in Deals
Deals are presented on the Platform in order for you to make your investment decisions and not for any other purpose. While you may not be legally required to keep the information presented in Deals confidential, you may not use it in any way to compete with or otherwise impede the success of the relevant Investee Vehicle, and if you do so, we or the Investee Vehicle may bring an action against you for any damage you have caused to our reputation, to our business, to the relevant Investee Vehicle, or otherwise.
8.3 Execution and Commitment
After reviewing the Deal Documents and any associated Promotional Materials on a Deal Page, you may choose to participate in the Deal by indicating the amount which you would like to invest or purchase (as the case may be) by completing the relevant field at the foot of the Deal Sheet. You will then be asked to re-confirm your personal details and signify your acceptance to the terms of the relevant Deal Documents by marking the relevant fields. Upon confirming your details and your acceptance of such terms, you will proceed to a payment instruction page with instructions as to how to make your payment in accordance with the Deal Documents.
8.4 Cancellation Rights
You may have the right to cancel any order to invest in Shares for a specified period of time. Any such cancellation rights will be described in the relevant Deal Page and/or Deal Documents. If you do not exercise your right to cancel the investment within such specified period, your investment is irrevocably committed and not cancellable. If a Deal is cancelled prior to the relevant Investee Vehicle receiving investment funds (through the fault of the Investee Vehicle or otherwise), we will notify you in accordance with clause 25.2. Any Deal Documents which you have executed may be declared null and void, and to the extent that your funds are held in the Designated Account, they will be returned to you.
8.5 Completion of a Deal/Investment
For any given Investee Vehicle seeking capital through the Platform, the Deal Page and/or Deal Documents will set forth the process and circumstances under which a Deal will complete, as well as the consequences of such completion or non-completion.
8.6 Inducements
Investee Vehicles may offer participating Users inducements, such as discounts, rewards, or offers, as part of their Deal Terms. Please note that any inducements offered by an Investee Vehicle are subject to the terms and conditions provided by the Investee Vehicle and Applicable Laws, and are not in any way administered or affiliated with Odin. It will strictly be the Investee Vehicle’s sole responsibility to honour any such inducements (and ensure that they are offered compliantly), and Odin will have no responsibility for them or their offering.
9. Risk Warnings
9.1 Loss of capital
Most early-stage businesses, and many other growth-focussed businesses or fund vehicles fail, and if you invest in an Investee Vehicle, it is significantly more likely that you will lose all of your invested capital than you will see any return of capital or a profit. You should not invest more money in a Deal than you can afford to lose without altering your standard of living.
9.2 Illiquidity
Almost all investments you make in Deals administered via the Platform will be highly illiquid. It is very unlikely that there will be a liquid secondary market for the Shares of an Investee Vehicle. This means you should assume that you will be unlikely to be able to sell your Shares until and unless the Investee Vehicle floats on a stock exchange or is bought by another company (or, in the case of a fund vehicle, reaches the end of its lifespan or some other relevant inflection point); and, even if the Investee Vehicle is bought by another company or floats, your investment may continue to be illiquid. Even for a successful business, a flotation or purchase is unlikely to occur for several years from the time you make your investment. For businesses for which secondary market opportunities are available (including any available on the Platform), it can be difficult to find a buyer or seller, and Users should not assume that an early exit will be available just because a secondary market exists.
9.3 Rarity of dividends
Early-stage businesses and start-ups rarely pay dividends or make distributions. This means that if you invest in an Investee Vehicle, even if it is successful, you are unlikely to see any return of capital or profit until you are able to sell your Shares in the relevant Investee Vehicle. As explained in clause 9.2, even for a successful business, this is unlikely to occur for several years from the time you make your investment.
9.4 Dilution
Any investment you make in an Investee Vehicle is likely to be subject to future dilution. This means that if the Investee Vehicle raises additional capital at a later date, it will issue new shares to the new investors, and the percentage of the Investee Vehicle 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. Your investment may also be subject to dilution as a result of the grant of options (or similar rights to acquire shares) to employees of, service providers to, or certain other contacts of the Investee Vehicle.
9.5 Diversification
If you choose to invest in Investee Vehicles, such investments should only be made as part of a well-diversified portfolio. This means that you should invest only a relatively small portion of your investable capital in such Investee Vehicles, and the majority of your investable capital should be invested in safer, more liquid assets. It also means that you should spread your investment between multiple businesses rather than investing a larger amount in just a few.
10. Account and Investment Information
You can view your transaction history and current investments through your “My Deals” viewer at any time. This is the only way in which you will be able to obtain information about your transactions and investments from us, and we do not intend to send any form of periodic statements to you. There may be a discrepancy between your cash balances and/or investment(s) as displayed on the Platform and the actual position and/or a delay in such information being updated. Reports and other information will be provided to you in an electronic format through the Platform.
11. Taxation
You may be liable to pay taxes on any dividends or gains you receive from your investments. Payment of taxes is entirely your responsibility and, save as required by UK law, we will not deduct or withhold any taxes for you or provide you with any statements or information with respect to your tax position or liability other than the information about your transactions and investments described in clause 10. In addition, you may be eligible for certain tax reliefs on investments you make through the Platform, for example under the EIS and the SEIS if you are a UK taxpayer. The availability of any such reliefs will be described in the relevant Deal Sheet. If you have any questions with respect to tax matters, you should consult a professional adviser.
Here is the next section formatted according to your provided example:
12. Fees and Payment
12.1 Our Fees
All fees related to the Deal and their allocation, manner, and timing of payment will be as specified in the Deal Documents. For a general breakdown of our services and pricing across the Platform, please refer to our Odin Pricing and Features at this link.
It is not our policy to charge any subscription fees to Users for standard use of the Platform. Subscription fees may be chargeable to certain Syndicate Leads who subscribe to one of our bespoke subscription plan arrangements on offer at any given time and where separately agreed in writing between us and them. Additionally, the specific administrative and/or transactional fees charged on investments will be as set out in the Deal Documents for each Deal (including the terms of their administration and settlement).
Payment shall be made in the currency for the Deal or, if not specified, GBP. To the extent that any VAT is applicable on applicable fees, such an amount shall be payable in addition to such fees (unless otherwise decided by us in our sole discretion).
12.2 Syndicate Lead Fees
The Syndicate Lead may charge their own fees to Syndicate Members, with the terms of such fees also set out in the Deal Documents for each Deal (with their administration and settlement to be handled by Odin).
12.3 Carried Interest Charges
On certain Deals, a Carried Interest charge may be applied. Any such charges will be clearly stated in the Deal Sheet for the relevant Deal, and the terms on which any future Carried Interest entitlement is paid will be set out in the relevant Syndicate Terms.
13. Additional Terms and Conditions that Apply to a Syndicate Lead
13.1 Acquiring Syndicate Members
If you are a Syndicate Lead, you acknowledge that Odin is not responsible for acquiring, introducing, or procuring any Syndicate Members for any Deal. We are not responsible for the performance of any Syndicate Member. We do not provide any assurance or guarantee that any of the Services will result in a Deal taking place.
13.2 Authorised Investment
If you are a Syndicate Lead, you shall have sole responsibility for ensuring that your Deal has been approved in advance at board and shareholder level of the relevant Investee Company (or equivalent requisite consents dependent on the applicable governance structure) and may proceed on a basis free of any pre-emption restrictions which may be contained in the existing constitutional and shareholder documents of the Investee Vehicle (or equivalents thereof). You shall provide such evidence to us as is reasonably requested by us to demonstrate that the Deal has been authorised at such levels in the manner as described above and shall use all reasonable endeavours to assist us and the Custodian with the registration of the relevant Shares in the name of the Nominee following the Completion Date for the Deal.
13.3 Notification of Investee Vehicle Account
If you are a Syndicate Lead, you shall notify us of the details of the bank account of the Investee Vehicle no later than five (5) working days prior to the anticipated completion date for such Deal. We shall subsequently verify such details by such means as we deem appropriate prior to instructing the release of the relevant amount of investment funds to the bank account of the Investee Vehicle on behalf of the Syndicate Members. Any failure by you to comply with your obligations pursuant to this clause 13.3 (including, for the avoidance of doubt, the provision of details to us which are erroneous) may result in a delay in our instruction of the release of such funds.
13.4 Provision of Information
If you are a Syndicate Lead, you hereby warrant that any information or documents provided by you to us, either in writing or by upload to the Platform, are complete, accurate, and not misleading in all respects, that you have sufficient authority and rights to provide us with such materials, and permission for us to use those materials on the Platform without violating any third-party rights or requiring any further consents or licences. To the extent that we reasonably require any information from you in order to administer a Deal according to the agreed timetable, you agree to provide us with such information promptly and in any event no later than five (5) working days prior to the relevant Completion Date for such Deal. You hereby agree to indemnify and keep indemnified us (and our directors, officers, and employees) against any and all loss or damage which we may directly incur or suffer as a result of relying on any information provided or made available to us by you, except to the extent that such loss or damage results directly from our own wilful default, fraud, or material breach of this Agreement. Such indemnity shall not be limited by the contractual limitation of liability contained in clause 21.
13.5 Applicable Laws
If you are a Syndicate Lead, you hereby agree to operate in compliance with all Applicable Laws and the rules of any Regulatory Authority who has jurisdiction over your activities as a business as such laws and rules may pertain to the Deal.
13.6 S/EIS Relief
If you are a Syndicate Lead and indicate when publishing your Deal to your Deal Page that you would like Syndicate Members to be able to take advantage of S/EIS Relief, then this must be stated in the relevant Deal Sheet (an “SEIS/EIS Deal”). Unless otherwise agreed in writing, it is your responsibility to take any relevant actions in relation to S/EIS Relief for an SEIS/EIS Deal, including all necessary actions required to be taken to enable any eligible Syndicate Member who has participated in the Deal to take advantage of such S/EIS Relief, as applicable.
13.7 Non-Circumvention
If you are a Syndicate Lead, you undertake not to take any action which may constitute the disintermediation of Odin from providing the Services or the circumvention of any fees which may be owed to us pursuant to the operation of this Agreement and the Deal Documents.
14. Termination and Suspension
14.1 Termination by You
If you no longer wish to be a User, you may terminate your access to the Platform at any time by notifying us in accordance with clause 25.1.
14.2 Termination by Us
We may terminate your access to the Platform immediately at any time, and will inform you of such termination immediately if:
• You have breached the terms of this Agreement in an intentional, serious, or persistent way and you have not rectified the matter within a reasonable time of us requesting you to do so;
• Your death (as explained in more detail in clause 14.7) or legal incapacity;
• You become bankrupt, insolvent, or are unable to pay your debts as they fall due or where we reasonably believe you may not be able to meet your obligations to us under this Agreement;
• Where continuing to provide you with services under this Agreement would cause or would, in our reasonable opinion, be likely to cause us or you to be in breach of Applicable Law or expose us to action or censure from any government, regulator, or law enforcement agency;
• If we reasonably suspect that you have acted or will act fraudulently or in breach of Applicable Law in relation to the matters covered by this Agreement;
• You are using the Platform in a way that is harmful to Odin, such as causing harm to our Platform or our reputation;
• If you fail to provide, within a reasonable time, any information or documents we have requested or for the verification of your identity, source of funds, and purpose of the transaction(s), or if you supply us with false, misleading, or unsatisfactory information;
• You have been abusive to anyone at Odin or another User; or
• If we are required to do so under any law, regulation, or by a Regulatory Authority.
We may also terminate your access to the Platform without cause by providing you with at least two weeks’ notice beforehand in accordance with clause 25.2.
14.3 Suspension. We may suspend any of your accounts and access to the Platform if we have reasonable grounds to suspect:
• You are no longer eligible to be a User;
• The security of the account or any of its security features has been compromised;
• An unauthorised or fraudulent use of any of your Accounts has occurred;
• Your account has been used in any way that may not comply with any law or regulation;
14.4 Any of the information or documentation provided by you or on your behalf in relation to your identity, financial standing, and/or source of funds is misleading, incomplete, or inaccurate.
14.5 Where permitted by Applicable Law, we will usually notify you before any suspension or restriction but we are not obliged to do so. Where we do not notify you in advance of a suspension or restriction, we will notify you after the suspension or restriction has been imposed. We will remove the suspension and/or the restriction as soon as practicable after the reasons for the suspension and/or restriction no longer exist.
14.6 Consequences of Termination or Suspension. If your access to the Platform is terminated pursuant to clauses 14.1 or 14.2, or is suspended pursuant to clause 14.3, you will:
• No longer be able to use the Platform or access any documents contained in your “My Deals” viewer;
• If you have invested in Shares that are listed in the “My Deals” viewer, we shall:
• Promptly make arrangements with the Custodian to ensure that such Shares continue to be held by the Nominee in a manner consistent as far as possible with how such Shares were held prior to such termination or suspension of access to the Platform (unless where required to do otherwise pursuant to Applicable Laws or the order of any competent court of jurisdiction, or Regulatory Authority); and
• May inform any Syndicate Lead(s) and/or Investee Vehicles relevant to those Deals in which you have participated. Your obligations pursuant to the terms of any Deal Documents to which you are a party shall survive such termination or suspension of this Agreement.
• If you are subscribed to Deal Terms that have not been completed by the issue of Shares in the relevant Investee Vehicle, we reserve the right to inform the Investee Vehicle (and the Syndicate Lead if applicable) of such termination or suspension and take such steps as are necessary to ensure that your subscription(s) is/are not completed; and
• Any funds held by the Custodian for you in the Designated Account will be promptly returned.
14.7 Death
If we receive proof of your death that is satisfactory to us, we will terminate your access to the Platform pursuant to clause 14.2. If your access to the Platform is terminated in such a manner while you are subscribed to Deal Terms that have not been completed by the issue of Shares in the relevant Investee Vehicle, we reserve the right to inform the Investee Vehicle (and the Syndicate Lead if applicable) of such termination and take such steps as are necessary to ensure that your subscription(s) is/are not completed and any funds already transferred by you to the Designated Account are promptly returned. If at such time you still have investments listed in the “My Deals” viewer, we will promptly handle such investments as instructed to do so by your personal representative(s) (subject to us being presented with sufficient authority as to such persons’ capacity). If no such representative(s) have come forward and made such instruction(s) within two years of receipt of proof of your death in accordance with this clause 14.7, then following the expiry of such period we reserve the right to handle such investments (including any distributions of proceeds in respect of such investments) as we reasonably see fit to do so.
14.8 Survival
The obligations as set out at clause 13.7 shall survive the termination of this Agreement for a period of six (6) months from expiry or termination of this Agreement.
Let me know if you would like to proceed with additional sections.
15. Availability of the Platform
We will take all reasonable steps to ensure that the Platform is available for you to use at any time. However, for various reasons there may be times where the Platform may not be available, such as due to technical difficulties where we may not be able to allow you to access the Platform. If this happens, where possible we will seek to provide you with notice in advance or as soon as we can. You can also contact us by sending an email to hello@joinodin.com.
16. Communications and Information
16.1 Information on the Platform.
In addition to the information set forth in each Deal Terms, we may provide on the Platform information about investing in or operating businesses generally or other matters that we believe may be relevant or of interest to you. We refer to this as “additional information.” None of the additional information, including information about historical returns and content in newsfeeds, can be relied on as a guarantee or indication of any particular result, and the additional information does not constitute any form of advice, recommendation, or endorsement by us. We cannot assure you that any additional information is complete, accurate, up-to-date, or error-free, and we will not be liable to you for any loss, damages, or costs if it is not. To the extent that any additional information constitutes links to other websites or third-party contact details, we take no responsibility for the availability or accuracy of such websites or contact details or the acts of such third parties.
We take no responsibility for the statements made in any discussion forum or any documents sections by an Investee Vehicle, for any additional or other information provided in or through any newsfeed on the Platform, or for documents or other information provided by or about the Investee Vehicle outside of the Deal Documents, and you should not rely on any such information in making your investment decision. With respect to any newsfeeds provided on the Platform, such content is provided for informational purposes only. Odin undertakes no obligation to update the newsfeeds and can alter or delete the content at any time without notice.
17. Confidentiality
17.1 Confidential Information
The parties shall at all times use reasonable endeavours to keep confidential any confidential information received in relation to this Agreement, which shall include the existence and contents of this Agreement. The restrictions in this clause shall not apply to:
• Any disclosure required by the order of a court of competent jurisdiction or a Regulatory Authority;
• A proposed or actual direct successor in interest to one of the parties;
• Any information which is in the public domain otherwise than as a result of a breach of this clause; or
• Information which is authorised to be disclosed by the relevant party.
17.2 Permitted Recipients
Each party may disclose the other party’s confidential information to its employees, officers, agents, representatives, or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement. Each party shall procure that its employees, officers, agents, representatives, or advisers to whom it discloses the other party’s confidential information comply with this clause 17.2.
18. Complaints Procedure and Compensation
18.1 Complaints
If you have a complaint with respect to any aspect of the Platform, you should report it to us immediately by sending an email, with the word “complaint” in the subject line, from the email address in which your account is registered to greg@talbotcapital.co.uk. We will send an initial response to your email within no more than three (3) working days after we receive it, and this response will state either that we consider the complaint to have been resolved or that we are investigating the matter further. If we are investigating the matter further, we will provide you with a final response by no later than eight (8) weeks after we receive your email. We may need to ask you questions in order to understand the details of your complaint, and any questions we ask, as well as any response we give, will be sent by email to the email address in which your account is registered.
If you are not happy with the outcome of your complaint, you may be entitled to refer it to the UK Financial Ombudsman Service, whose address is Exchange Tower, Harbour Exchange Square, London E14 9SR. Further information is available from the UK Financial Ombudsman Service at www.financial-ombudsman.org.uk or by calling 0800 023 4567.
18.2 Financial Services Compensation Scheme (FSCS)
We are covered by the FSCS. If we cease trading or are declared to be in default and cannot meet our obligations to you, you may be entitled to compensation from the FSCS up to a maximum of eighty-five thousand pounds Sterling (£85,000) (or such other value covered from time to time by the FSCS) for investment claims. Further information about the FSCS (including the amounts covered and your potential eligibility to claim) is available at www.fscs.org.uk or by calling 0800 678 1100.
19. Records
19.1 Period of Retention
We will retain the records relevant to your User Platform account and any activity you conducted on the Platform for a minimum period of six (6) years following the termination of your access to the Platform pursuant to clause 14.6. This period may be extended by force of law, regulatory requirement or by the mutual consent of you and us.
19.2 Recordings of Conversations
We may record telephone conversations we have with you in accordance with our obligations under the FCA Rules, and you hereby specifically consent to this. You also specifically consent to such records being used in relation to the Services and any proceedings between us. Where we have recorded a conversation with you in accordance with our obligations under the FCA Rules, we will make a copy of such recordings available to you for a period of five (5) years or, if required by the FCA, for up to seven (7) years.
19.3 Data and Data Protection
You acknowledge that we may process and share your personal data as described in our Privacy Policy. For more information on how we use your personal data, see our Privacy Policy, available at www.joinodin.com/privacy.
19.4 Conclusive Evidence
The records kept in the Platform shall be conclusive evidence of the facts and matters they purport to record.
20. Conflicts of Interest
20.1 Identifying and Preventing Conflicts
We are required to take all appropriate steps to identify and to prevent or manage conflicts of interest between (i) us and our clients; and (ii) between our different clients.
20.2 Conflicts of Interest Policy
We have put in place a Conflicts of Interest Policy which, in summary, identifies those situations giving rise to actual or potential conflicts of interest (including any circumstances which may give rise to a conflict of interest as a result of the structure and business of our group) and which also provides details of how those conflicts are to be prevented or managed. We will review our Conflicts of Interest Policy on at least an annual basis and take all appropriate measures to address any deficiencies.
20.3 Disclosure of Conflicts
Where the arrangements under our Conflicts of Interest Policy are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of our clients will be prevented, we will provide details of the actual or potential conflict to you before providing the relevant service, so that you can make an informed decision as to whether to continue to deal with us despite the existence of such conflict.
20.4 Further Information
We will provide you with further information on our Conflicts of Interest Policy upon request.
21. Liability
21.1 Your Liability to Us
You shall be liable to us for any loss or damage suffered by us as a direct result of any breach by you of this Agreement or any other Platform Agreement, or of any use of the Platform that is fraudulent or represents wilful misconduct.
21.2 Our Liability to You
We shall be liable to you only for any loss or damage which you may suffer as a result of being a User or using the Platform to the extent that such loss or damage directly arises from our material breach of this Agreement or any other Platform Agreement or was the direct result of wilful default or fraud by us. Notwithstanding the foregoing, we shall not be liable to you for any loss or damage (financial or otherwise) that you suffer as a result of using the Services or the Platform, including arising out of or in connection with any error or inaccuracy in the data entered by you or another User or any misrepresentation, wilful misconduct, or any other act of another User. We shall not be liable to you for any indirect, consequential, special or punitive loss, damage, cost or expense, unforeseeable losses or damages, loss of profit, loss of business, lost or wasted management time or time of other employees, loss of reputation, depletion of goodwill, or loss, damage or corruption of data.
With respect to you acting as a Syndicate Member, our liability to you for any loss or damage arising in connection with a Deal in which you have participated shall be limited to no more than the amount which you invested in such Investee Vehicle through the Platform (and without regard to any subsequent appreciation in the value of the Shares acquired pursuant to such Deal). For a Syndicate Lead, our liability to you shall be limited to an amount equal to any fees received by us pursuant to the Deal Documents, together with any reasonable costs and expenses incurred by you. You agree that any legal action against us is permitted only on an individual basis, and that you will not initiate or join any purported or actual class or consolidated actions against us.
21.3 No Exclusion or Limitation
Nothing in this Agreement shall limit our liability for personal injury or death, fraud, or any other liability the exclusion or limitation of which is not permitted by Applicable Laws.
22. Assignment, Transfer, and Delegation
22.1 Assignment, Transfer, and Delegation by Us
We may assign, transfer or delegate any of our obligations or rights under this Agreement to any person upon providing you with 14 working days’ notice, provided that we are satisfied that such person is competent to perform or exercise the obligations or rights so delegated. We may provide information about you and your activities on the Platform to any person to whom we assign, transfer, or delegate our obligations or rights.
22.2 Assignment, Transfer, and Delegation by You
Your Platform account is personal to you, and therefore none of your rights or obligations in connection with your account or your activities on the Platform can be assigned, transferred, or delegated to any other person.
23. Intellectual Property
23.1 Rights and Ownership
Except as expressly set out in this Agreement, you will not acquire any right, title, or interest in or to the Intellectual Property Rights of Odin, its affiliates, or its licensors subsisting in:
• the Platform;
• software, including software used by Odin or its affiliates/subcontractors for providing the services, which is owned by Odin or licensed to Odin by a third party;
• any data, text, drawings, diagrams, images, or sounds (together with any database made up of these) embodied or recorded on any electronic, magnetic, optical, or tangible media, and supplied by or on behalf of Odin, or which Odin or its affiliates generate, process, store, or transmit pursuant to this Agreement;
• Odin’s documentation, processes, and procedures; and
• Odin’s know-how (including all ideas, concepts, schemes, information, knowledge, techniques, methodology, and other know-how relating to the services).
23.2 Assignment of Acquired Intellectual Property Rights
If you acquire any right, title, or interest in or to Intellectual Property Rights inconsistent with the provisions of this clause, you will assign such rights in writing to Odin upon request.
23.3 Ownership Vested in Odin and Others
All “Content” on the Platform, unless uploaded by Users or Investee Vehicles, is the property of Odin, our affiliates, or relevant third parties. “Content” includes any text, graphics, images, audio, video, software, data compilations, page layout, underlying code, and software, excluding content uploaded by Users or Investee Vehicles. By using the Platform, you acknowledge that such Content is protected by Intellectual Property Rights. Nothing on the Platform grants you any license or right to use any trademark, logo, or service mark without prior written permission.
23.4 Acceptable Use
You must not reproduce, modify, copy, distribute, or use any Content for commercial purposes without Odin’s written permission.
24. General Terms
24.1 No Partnership or Agency
This Agreement shall not be construed to create a partnership or joint venture between you and us. Nothing in this Agreement shall constitute you and us as agents of one another or as having any power or authority to incur obligations on each other’s behalf.
24.2 No Waiver
No failure or delay by you or us in exercising any rights under this Agreement shall be deemed a waiver of that right, nor shall any waiver of a breach of any provision of this Agreement be deemed a waiver of any subsequent breach.
24.3 Severability
If any provision of this Agreement is deemed invalid or unenforceable by a competent authority, this Agreement shall remain valid as to its other provisions and the remainder of the affected provision.
24.4 Entire Agreement
This Agreement (and the Privacy Policy) contains the entire agreement between you and us, superseding and replacing all previous agreements and understandings. You and we acknowledge that, in entering into this Agreement, neither of us relies on any representation, warranty, or other provision except as expressly provided. However, nothing in this Agreement shall exclude liability for any fraudulent statement or act.
24.5 Further Assurances
You and we shall from time to time do all such acts and execute all such documents necessary to give effect to the provisions of this Agreement.
24.6 Survival
All disclaimers, liability agreements, and exclusions in this Agreement shall survive its termination for any reason, as shall any other provisions intended to survive such termination.
24.7 Third-Party Rights
Unless expressly stated otherwise, no third party has any rights to enforce any terms under the Contracts (Rights of Third Parties) Act 1999. No third-party consent is required for any amendment or termination of this Agreement.
24.8 Force Majeure
We shall not be in breach of this Agreement for any failure, interruption, or delay in performance caused by any act of God, government action, fire, war, terrorism, power failures, labour disputes, or any other reason beyond our reasonable control.
24.9 Governing Law and Jurisdiction
This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. The Courts of England and Wales shall have exclusive jurisdiction over any such claim.
25. Notices
25.1 Notices from You to Us
Any notice from you to us in respect of this Agreement, your account, or your activities on the Platform shall be given by email to hello@joinodin.com, except where this Agreement or another Platform Agreement you execute sets forth alternate means by which you must give us notice.
25.2 Notices from Us to You
Any notice from us to you in respect of this Agreement, your account, or your activities on the Platform may be given either through the Platform, by email to the address set forth in your profile, or by post or courier to the physical address provided in your profile.
25.3 Receipt of Notices
Notices given pursuant to this clause 25 through the Platform or by email shall be deemed received by the recipient upon dispatch. Notices given pursuant to this clause 25 by post or courier shall be deemed received by the recipient two (2) working days after dispatch. If you give us notice by means other than those set forth in clause 25.1 and we receive it, we may, at our discretion, choose to deem the notice received upon our actual receipt of it.
25.4 Language of Notices
All notices given under this Agreement shall be in the English language.
Annex 1
CUSTODIAN’S CUSTODY TERMS
1.1 INTRODUCTION
(a) Under the Platform User Agreement, you (as a Platform User) consent to Talbot Capital Limited trading as Odin (“Odin”) appointing Thompson Taraz Depositary Limited (“TTDL”, “Custodian”, “we” or “us”) as the Custodian to provide you with:
1. custody services; and
2. client money services, more particularly described in these Custody Terms.
(b) Thompson Taraz Depositary Limited is a company incorporated in England and Wales with registration number 06043483, whose registered address is c/o Thompson Taraz LLP, 4th Floor, Stanhope House, 47 Park Lane, Mayfair, London W1K 1PR. Thompson Taraz Depositary Limited is authorized and regulated by the FCA of 12 Endeavour Square, London E20 1JN, registration number 465415, to arrange, safeguard, and administer custody of cash and Assets.
(c) These Custody Terms set out the terms of the relationship between you and Thompson Taraz Depositary Limited. You should read these Custody Terms carefully before agreeing to them, and we strongly advise you to keep a printed or electronically stored copy of these Custody Terms for your future reference. These Custody Terms will be legally binding when you accept these terms. Please contact hello@joinodin.com if you have any questions about these Custody Terms.
2. DEFINITIONS
2.1 Capitalized terms used in this Agreement shall, unless indicated otherwise, have the same meaning as is given to them in the Platform Agreement or the FCA Rules.
• “Applicable Law” means The Financial Services and Markets Act 2000, the FCA Rules, and any other applicable laws or regulations governing custody and/or client money arrangements in the United Kingdom.
• “Business Day” means a day (other than a Saturday, Sunday, or public holiday) when banks in London are open for business.
• “Corporate Action” means any decision or other action communicated or requested by an Investee Vehicle in relation to Securities that you hold. This shall include, but is not limited to: (a) any rights issues; (b) the exercise of conversion or subscription rights; (c) takeovers or other offers or capital charges; (d) dividend payments or other Distributions; and (e) exercising voting rights.
• “Customer Personal Data” means any personal data processed by the Custodian as a result of, or in connection with, the provision of the Services.
• “Distribution” means any distribution of cash or assets to you during the life of the Platform Investments or upon an Exit of the Investee Vehicle.
• “Encumbrance” means any option, mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, security, interest, retention of title, or other encumbrance of any kind securing, or any right conferring, a priority of payment in respect of any obligation of any person or a contractual right to shares or to any asset or liability.
• “Exit” means either: (i) the sale of the Securities to a bona fide third-party purchaser, (ii) the liquidation or winding up of the Investee Vehicle (but for the purposes of this Agreement, does not include a Listing, which is defined below).
• “FCA Rules” means the rules and regulations of the Financial Conduct Authority or any successor body, as amended from time to time, including the Consumer Duty (as defined therein).
• “Group” means any entity which owns or controls the Custodian, is owned or controlled by the Custodian, or is under common ownership with the Custodian.
• “Instruction” means a formal instruction from you to the Custodian under this Agreement which shall be made in accordance with clause 6.2.
• “Investor” has the meaning given in clause 6.3.
• “Listing” means Securities held by the Nominee on behalf of an Investor are admitted to trading on a recognized stock exchange.
• “Nominee” has the meaning given in clause 4.2.
• “Platform Fees” means the fees payable by you pursuant to the Platform Agreement.
• “Platform Investments” means investments made by you into unquoted companies or funds which are facilitated through the Platform and the terms of which are set out in the relevant Syndicate Terms and Deal Sheet.
• “Securities” means shares or other securities in or offered by the Investee Vehicle as part of the Platform Investment.
• “Subscription” means a subscription to a Platform Investment by an Investor pursuant to the relevant Platform Agreement.
• “Sub-custodian” means any sub-custodian appointed by the Custodian on the terms of this Agreement.
2.2 Words and expressions defined in the FCA Rules which are not otherwise defined in this Agreement shall, unless the context otherwise requires, have the same meaning in this Agreement.
2.3 Any reference to a statute, statutory instrument, or to rules and regulations shall be references to such statute, statutory instrument, or rules and regulations as from time to time amended, re-enacted, or replaced and to any codification, consolidation, re-enactment, or substitution thereof as from time to time.
2.4 References to the singular only shall include the plural and vice versa.
2.5 Unless otherwise indicated, reference to clauses shall be to clauses in this Agreement.
2.6 Headings to clauses are for convenience only and shall not affect the interpretation of this Agreement.
3. SERVICES
3.1 You appoint the Custodian, and the Custodian agrees to provide the safe custody, client money, and associated administrative services set out in this Agreement.
3.2 You have appointed Odin to act as your agent and to enter into this Agreement on your behalf in performance of the authority set out in the Platform Agreement.
3.3 The Custodian is aware that Odin is acting as an agent for you, and therefore you are the Custodian’s client. Unless the Custodian notifies you otherwise, the Custodian will categorize you as a retail client for purposes of the FCA Rules. You may request that Odin and the Custodian treat you as a different client classification type, but you will need to demonstrate that you meet the criteria for such client categorization. If Odin and the Custodian agree to treat you as a different client classification type, Odin will provide you with further information on the protections that you will lose as a result of such reclassification.
4. CUSTODY
4.1 The Custodian shall hold and safeguard the Platform Investments in accordance with Applicable Law.
4.2 Your Platform Investments held by the Custodian will be registered to one or more nominee companies, which shall be confirmed to you in writing within the Deal Documents (the “Nominee”). This means that your money or Securities will be held separately from the Custodian’s assets and be beneficially owned by you at all times. The Custodian will be responsible for the acts and omissions of the Nominee as if they were our own acts or omissions.
4.3 The Custodian shall maintain proper books and records detailing your Platform Investments in accordance with Applicable Law.
5. CLIENT MONEY
5.1 In providing the Services, the Custodian may from time to time receive, hold, and transfer cash on your behalf, in which case, unless otherwise permitted under the FCA Rules, such money will be held by the Custodian as client money in a client trust bank account with an approved bank or credit institution in accordance with Applicable Law. This means the Custodian will separate client money from its own money, and the Custodian may hold client money with other clients’ money in a pooled account.
5.2 The Custodian may place client money in an interest-bearing account and will retain the first 0.5% of interest generated for its own account. Any remaining interest shall be allocated on a proportionate basis as follows:
(a) which exceeds the amount of £200 shall be added to the Investor’s balance within the Custodian’s books and records; and
(b) which is below the amount of £200 shall no longer be deemed client money and shall be remitted to Odin for their account.
5.3 When selecting which third-party bank or credit institution to use, the Custodian will exercise all due skill, care, and diligence and will periodically (at least annually) review the adequacy and appropriateness of any bank or credit institution where client money is deposited and of the arrangements for holding client money, to the extent required under the FCA Rules.
5.4 The Custodian shall only carry out withdrawal of sums from the client money account in the following circumstances:
(a) When a Platform Investment is ready to be made and the applicable Securities are to be issued by the Investee Vehicle, as confirmed by Odin;
(b) If you are not ultimately accepted as an Investor in the relevant Platform Investment in accordance with the Platform Agreement or any other applicable terms and conditions laid down by Odin, and your investment is to be returned to you; or
(c) You choose to cancel your application to invest in the relevant Platform Investment in accordance with any entitlement to do so under the terms of the Platform Agreement, and your investment is to be returned to you.
6 Instructions, Communications and Corporate Actions
6.1 You appoint TTDL with full power and authority to perform the actions as set out in this Agreement (and in particular in this clause 6) and you acknowledge and agree that you may not instruct the Nominee directly. You further acknowledge that any reference in this clause 6 to an Investor’s Instruction in the context of a Corporate Action means a reference to an Instruction by the Syndicate Lead where the Syndicate Lead has been appointed as that Investor’s proxy under a Proxy Appointment as defined in the Syndicate Terms.
6.2 All Instructions or other communications between you and the Custodian shall be made in writing and facilitated through the Platform or in such other format as Odin shall specify to you from time to time. Odin assumes responsibility for administering and communicating Instructions to TTDL in a timely manner and for the completeness and accuracy of the same. TTDL shall act on Instructions received in a timely manner, but shall not be liable for acting upon any Instruction which is made in, or contains any, error or omission or for any failure by Odin to provide Instructions in a timely manner.
6.3 Subject to clause 6.5, you agree that TTDL may instruct the Nominee on your behalf to execute such agreements and documents as TTDL deems, in its absolute discretion, to be in the best interests of all investors in an Investee Vehicle (“Investors”), including but not limited to a shareholder’s agreement between shareholders in the Investee Vehicle and an Investment Instrument (each an “Investee Vehicle Document”) and to instruct the Nominee to:
(a) take or refrain from taking any actions;
(b) consent to or withhold its consent to any matter; or
(c) waive your rights;
under any such Investee Vehicle Document and, whether or not the Nominee enters into or is bound by any Investee Vehicle Document, to take any and all other action relating to the Investee Vehicle and Platform Investments which TTDL determines is in the best interests of the Investors as a whole, unless expressly provided otherwise in this Agreement.
6.4 Notwithstanding the provisions of clause 6.3, TTDL shall not be required or obligated to enforce any term of an Investee Vehicle Document or take any other action, save where clause 6.5 applies.
6.5 If:
(a) this Agreement expressly requires it; or
(b) if TTDL determines (in its absolute discretion) that any Corporate Action should be determined by the Investors,
TTDL shall, subject to clause 6.6, use reasonable endeavors to notify those Investors (“Notification”) via the mechanism set out in clause 6.2 of the Corporate Action which requires a decision by them. TTDL shall action any matter which is the subject of a Notification in accordance with the views of the majority of those Investors (measured by the number of Securities owned beneficially in the Investee Vehicle on the date of the Notification) that respond to TTDL via the mechanism set out in clause 6.2 in respect of the relevant Notification within the period specific in the Notification. Any response from an Investor received after the deadline specified in the Notification shall be invalid.
6.6 There may be circumstances where the Custodian is not appropriately notified by the Investee Vehicle, receives insufficient information from the Investee Vehicle, or is otherwise prevented by Applicable Law from making a Notification under clause 6.5. You acknowledge and agree that neither TTDL nor the Nominee shall be liable for any failure to make a Notification in such circumstances.
6.7 TTDL may instruct the Nominee to vote on any Corporate Action or resolution on which the Nominee is entitled to vote or give or withhold its consent to any matter where the Nominee’s consent is required, whether following a Notification or otherwise, except where expressly provided otherwise in this Agreement.
6.8 TTDL shall not be obliged to follow the procedure set out in clause 6.5 where it has been notified by the Investee Vehicle or by Odin that the resolution has already been passed or a decision binding on the Nominee has already been made based on the agreement or disagreement (as the case may be) of the requisite number of other shareholders of the Investee Vehicle.
6.9 In the event the Nominee is obliged to take or refrain from taking any action by any provision of the Investee Vehicle’s articles of association (or equivalent constitutional documents) (“Articles”) or any Investee Vehicle Document, TTDL may instruct the Nominee to take or refrain from taking that action (as the case may be) without requiring any further authority from the Investors.
6.10 Neither TTDL nor the Nominee shall provide you with legal, financial, tax, or investment advice in respect of the contents of any Notification or any other matter.
6.11 If the Nominee is required to enter into any agreement on your behalf, whether an Investee Vehicle Document or otherwise, TTDL shall use reasonable endeavors to send any such agreement to all Investors at least 3 Business Days prior to the proposed date of entry into such agreement via the mechanism set out in clause 6.2, and you agree to “back-to-back” all obligations of the Nominee so that you owe the Nominee the same obligations that the Nominee owes under such agreement.
6.12 You shall indemnify and keep indemnified TTDL, the Nominee, and their respective directors, officers, employees, agents, and shareholders from and against all claims, actions, proceedings, demands, damages, liabilities, losses, settlements, judgments, costs, and expenses (including reasonable legal expenses) which arise, directly or indirectly, out of or in connection with TTDL’s entering into any agreement on behalf of an Investor under clause 6.11.
6.13 The provisions of clause 6.12 shall not apply to the extent that a claim under it results from TTDL’s negligence or willful misconduct.
6.14 TTDL shall account to you for all Distributions, dividends, and other monies which may be paid by an Investee Vehicle from time to time in respect of its Securities and due to you as an Investor, providing your entitlement to those monies is greater than £5 and the cost of payment does not outweigh your entitlement.
6.15 On request by TTDL, you shall notify Odin of the bank account to which any payments to be made pursuant to clause 6.14 shall be made, and the Custodian shall pay any such monies into said bank account as soon as reasonably practicable following receipt of said monies.
6.16 On any transfer of Securities in an Investee Vehicle in respect of which the Nominee holds pre-emption rights and these rights are not disapplied or waived pursuant to the Articles and/or an Investee Vehicle Document, the relevant Syndicate Lead who led the original Deal through which the Securities were purchased shall offer the pre-emption rights to Investors. If any Investor wishes to take up their pre-emption rights, then all costs and fees incurred in order to administer the same shall be for their account and shall be invoiced by and payable to Odin.
6.17 In the event that the Nominee is obliged by law or pursuant to a provision of the Articles to transfer any Securities (including without limitation on exercise by any shareholders of the Investee Vehicle of any drag-along rights set out in the Articles), or if TTDL determines in accordance with clause 6.3 that the transfer of Securities is in the best interests of Investors:
(a) TTDL shall notify each Investor as soon as reasonably practicable under the mechanism set out under clause 6.2;
(b) The making of any notification under clause 6.17(a) by TTDL shall be considered to be an instruction to TTDL from the Investor to take the relevant action under clause 6.17 as may be necessary to effect the transfer of the relevant Securities on behalf of the Investor; and
(c) TTDL may instruct the Nominee to transfer the legal title and the beneficial title (on behalf of all the Investors) to all of the Securities held by TTDL and the Investors and sign all documents and take all actions necessary to effect such transfer.
6.18 In the event that TTDL is unable to determine that a transfer of Securities is in the best interest of Investors:
(a) TTDL shall notify the Investors as soon as is reasonably practicable with a copy of the contract for sale (if available);
(b) unless otherwise set out in the Notification, TTDL shall make such decision in accordance with the views of the majority of those Investors (measured by the number of Securities owned beneficially in the Investee Vehicle on the date of the Notification) that respond to TTDL via the mechanism set out in clause 6.2 in respect of the relevant Notification within the period specific in the Notification; and
(c) if the result of the Notification is positive, TTDL may then instruct the Nominee to transfer the legal title and the beneficial title (on behalf of all the Investors) to all of the Securities held by TTDL and the Investors and sign all documents and take all actions necessary to effect such transfer.
6.19 To the extent permitted by the Articles or by the applicable Investee Vehicle Document, the Investor may transfer the beneficial title to the Securities in accordance with clause 10.2 of the Syndicate Terms. Any purported transfer of the beneficial title to the Securities by the Investor that is not in accordance with the Articles and this clause shall be void and shall not be recognized by TTDL, the Nominee, Odin, or the Investee Vehicle.
7 Listing
7.1 In the event of a Listing, where reasonably practicable, the Investor shall be informed by Odin in advance via the mechanism set out in 6.2 and shall be invited to notify Odin of its chosen investment account into which the Securities will be deposited.
7.2 In the event the Investor fails to comply with the notification requirements in clause 7.1 (by the relevant deadline, or at all):
(a) The Investor agrees that the Custodian may (but is not obliged to) appoint a Sub-custodian who will hold the Securities on behalf of the Investor post-Listing in accordance with Applicable Law.
(b) The Investor further agrees that if such a Sub-custodian is appointed, the Investor shall be responsible for any fees or costs associated with the setup and maintenance of this sub-custody arrangement, and if such fees or costs are not paid promptly by the Investor, the Custodian shall be permitted to use any Securities it holds on trust for the Investor to cover these costs.
(c) The Custodian shall take various steps to ensure the protection of Securities held by a Sub-custodian pursuant to this clause, including undertaking due diligence reviews on the appointment of any Sub-custodian, onsite and/or remote reviews during the terms of the appointment of the Sub-custodian(s), and frequent reconciliations between the Custodian and Sub-custodian(s) records.
7.3 If the Investor fails to comply with the notification requirements in clause 7.1 and the Custodian does not appoint a Sub-custodian in accordance with clause 7.2, the Custodian may, in its sole discretion, elect to dispose of all Securities and distribute proceeds to Investors, which will be subject to deductions for reasonable costs incurred in the process.
8 Transaction Information and Account Statements
8.1 TTDL will ensure that the statements and/or reports you receive via the Platform are provided in accordance with Applicable Law. It is your responsibility to sign in and read this information, and it is important that you notify Odin promptly of any errors or omissions in respect of the accuracy of this information in accordance with the notification requirements set out in clause 6.2.
8.2 We may charge a fee to produce any ad hoc statements that are requested.
9 Fees
9.1 Fees are typically payable by the Investor to Odin on a per-deal basis as set out in the Deal Documents. A proportion of those fees are passed onto us by Odin in consideration for the provision of the Services.
9.2 TTDL shall not be required or obligated to take any action in relation to any Securities or any Investee Vehicle unless you agree to indemnify the Nominee for any cost, expense (including legal fees), claim, and/or charge incurred by the Nominee in such enforcement.
10 Delegation and Assignment
10.1 The Custodian may employ agents, including associates, to perform any administrative and ancillary service to assist the Custodian in performing the Services under the terms of this Agreement, in which case it will act in good faith and with due diligence on the selection, use, and monitoring of agents. Any such employment of agents shall not affect the liability of the Custodian under the terms of this Agreement.
10.2 The Custodian may replace, substitute, assign, or novate this Agreement to any appropriately authorised and regulated member of the Group and agrees to notify you at least 14 calendar days in advance of such replacement, substitution, assignment, or novation.
11 Liability and Indemnity
11.1 The Custodian will act with all reasonable skill, care, and diligence in acting as your custodian. The Custodian shall not be liable for any losses you suffer arising from any act or omission of the Custodian taken in accordance with the terms of this Agreement, except to the extent that such loss is due to a material breach of this Agreement, the negligence, or willful default of the Custodian, its associates, or any of their respective employees.
11.2 Without prejudice to Clause 11.1, the Custodian shall not be liable to the Investor in the event of:
(a) an insolvency of any bank with which any funds held by the Custodian pursuant to this Agreement have been deposited; or
(b) any restriction on the ability of the Custodian to withdraw funds from such bank for reasons beyond the reasonable control of the Custodian.
11.3 Nothing in this Agreement shall be read as excluding or restricting any liability the Custodian may have for death or personal injury.
12 Term and Termination
12.1 You may only terminate this Agreement if permitted to do so by the terms of your Platform Agreement with Odin.
12.2 We may terminate this Agreement immediately at any time and will inform you of such termination immediately:
(a) if you have breached the terms of this Agreement in an intentional, serious, or persistent way and have not rectified the matter within a reasonable time of us requesting you to do so;
(b) in the event of your death or legal incapacity;
(c) if you become bankrupt, insolvent, or are unable to pay your debts as they fall due or where we reasonably believe you may not be able to meet your obligations to us under this Agreement;
(d) where continuing to provide you with Services under this Agreement would cause or, in our reasonable opinion, would be likely to cause us or you to be in breach of Applicable Law or expose us to action or censure from any government, regulator, or law enforcement agency;
(e) if we reasonably suspect that you have acted or will act fraudulently or in breach of Applicable Law in relation to the matters covered by this Agreement;
(f) if we are required to do so under any Applicable Law or the requirements of any regulatory authority;
(g) if Odin does not pay our Fees when due or commits any other material breach of their obligations under this Agreement; or
(h) if the Platform Agreement is terminated or Odin ceases to trade for any reason.
12.3 On termination and where the Custodian is to be replaced, the Custodian shall cooperate with you and any new replacement provider of the Services to ensure an effective transfer of the Custodian’s responsibilities.
12.4 Where an account has been closed and a relationship ceases to exist, the Custodian may pay away any residual balance below £10 remaining on the account to a registered charity chosen by the Custodian in accordance with the FCA Rules.
13 Complaints Procedure
13.1 Should you have any complaints about the Services, please contact Odin via email at greg@talbotcapital.co.uk or by post to The Compliance Officer, Talbot Capital Ltd., Nicholas House, 3 Laurence Pountney Hill, London EC4R 0EU. If the complaint relates to services provided by the Custodian, Odin will immediately share details of the complaint with the Custodian, and the Custodian will provide Odin with all necessary information to resolve the complaint.
13.2 Subject to clause 13.1, the Custodian may be contacted directly in relation to a complaint by email at communications@thompsontaraz.co.uk or by post to The Compliance Officer, Thompson Taraz Depositary Limited, C/O Thompson Taraz LLP, 4th Floor, Stanhope House, 47 Park Lane, London, W1K 1PR.
13.3 If we do not resolve your complaint satisfactorily or fail to resolve it within eight weeks of receiving your complaint, you can also direct your complaint to the Financial Ombudsman Service at:
• Exchange Tower, London E14 9SR.
• Telephone: 0800 023 4567 or 0300 123 9123
• Email: complaint.info@financial-ombudsman.org.uk
• Website: www.financial-ombudsman.org.uk
14 Financial Services Compensation Scheme
14.1 We are covered by the Financial Services Compensation Scheme (“FSCS”). If we cease trading or are declared to be in default and cannot meet our obligations to you, you may be entitled to compensation from the FSCS up to a maximum of eighty-five thousand pounds Sterling (£85,000) (or such other value covered from time to time by the FSCS) for investment claims. Further information about the FSCS (including the amounts covered and your potential eligibility to claim) is available at www.fscs.org.uk or by calling 0800 678 1100.
15 Conflicts of Interest
15.1 The Custodian is required to have arrangements in place to identify, prevent, and manage conflicts of interest between us and our clients and between our different clients.
15.2 We have put in place a Conflicts of Interest Policy which, in summary, identifies those situations giving rise to actual or potential conflicts of interest (including any circumstances which may give rise to a conflict of interest as a result of the structure and business of our group) and which also provides details of how those conflicts are to be prevented or managed. We will review our Conflicts of Interest Policy on at least an annual basis and take all appropriate measures to address any deficiencies.
15.3 Where the arrangements under our Conflicts of Interest Policy are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of our clients will be prevented, we will provide details of the actual or potential conflict to you before providing the relevant service, so that you can make an informed decision as to whether to continue to deal with us despite the existence of such conflict.
15.4 We will provide you with further information on our Conflicts of Interest Policy upon request.
16 Force Majeure
16.1 Notwithstanding any other provision of this Agreement to the contrary, neither party will be liable for any loss caused directly or indirectly from circumstances not within its control, including but not limited to acts of God, government restrictions, exchange or market rulings, actions affecting securities, clearing or commodity exchanges including suspensions of trading or extensions of trading hours, dealing cut-off times and holidays, acts of civil or military authority, national emergencies, natural disasters, wars, riots or acts of terrorism, industrial disputes, acts or regulations of any governmental or supranational bodies and authorities, or the failure or malfunction of any telecommunication or computer service.
17 Confidentiality
17.1 Each party to this Agreement will at all times keep confidential all information acquired in consequence of it, except for information which:
(a) is in the public knowledge;
(b) they may be entitled or bound to disclose under compulsion of law;
(c) is requested by regulatory agencies;
(d) is given to their professional advisers where reasonably necessary for the performance of their professional services; or
(e) is authorised to be disclosed by the other party,
and each party shall use all reasonable endeavours to prevent any breach of this clause 17.
18 Data Protection
With respect to the Customer Personal Data held by the Custodian for the safe custody and associated administrative and payment services set out in this Agreement, Odin appoints the Custodian as data processor. For more information on how Odin uses your personal data, see their Privacy Policy referenced in the Platform Agreement.
19 Notices
19.1 General communications, complaints, Instructions, and Notifications between you and TTDL shall be made in accordance with clauses 6.2 and 13.1 above.
19.2 Any legal notice required to be given to you or TTDL under or in connection with this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or other next Business Day delivery service at the relevant party’s registered office or (in the case of a Platform User who is an individual) residential address (as notified to Odin) or sent by email to the email address notified to the other party in accordance with this Agreement. The email address for the service of notices on TTDL is communications@thompsontaraz.co.uk. The email address for the service of notices on you shall be the email address notified to Odin via the Platform.
19.3 Any notice or communication shall be deemed to have been received if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address, or if sent by email, at 9:00 am on the next Business Day after transmission, or otherwise at 9:00 am on the second Business Day after posting or at the time recorded by the delivery service.
20 Amendments
We may amend this Agreement from time to time, for example to make it easier to understand, to comply with legal or regulatory requirements, keep up with industry developments, reflect changes to our business, products, or services, or in respect of matters that do not affect your substantive rights. If we make a change that affects any of your substantive rights, we will notify you of the amendment or amendments via Odin or the Platform at least ten (10) Business Days before they take effect with respect to you, unless we are required to amend this Agreement with immediate effect due to a legal or regulatory requirement. Such notification may occur by email, by notice to you when you log onto the Platform, or by other means. If we provide you such notice and you do not object to an amendment by the means given in the notice prior to the amendment taking effect, you will be deemed to have agreed to the amendment. If you object to an amendment, such amendment will not be effective with respect to you, but your rejection will be deemed to constitute your notice of termination of your Platform access in accordance with clause 12.
21 Entire Agreement
This Agreement comprises the entire agreement between you and the Custodian relating to the provision of the Services and in relation to each of the Platform Investments.
22 Rights of Third Parties
A party who is not a party to this Agreement has no rights under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.
23 Severability
If any term, condition, or provision of this Agreement shall be held to be invalid, unlawful, or unenforceable to any extent, such term, condition, or provision shall not affect the validity, legality, or enforceability of the remainder of this Agreement.
24 Governing Law
This Agreement and all matters relating thereto (whether contractual or non-contractual) shall be governed by and construed in accordance with English Law, and the parties submit to the non-exclusive jurisdiction of the English Courts.
IN WITNESS whereof this Agreement has been entered into by the parties on the day you indicate your agreement to the Platform User Agreement and this Custody Agreement on the Odin Platform.