Terms And Conditions

General Terms and Conditions

• Defined terms

On this website the following terms have the following meanings:

“Bonds”: bonds issued by CARLTON Bonds pursuant to the Bond Instrument;

“Bond Instrument”: the bond instrument described in the CARLTON Bonds Information Memorandum;

“Business days”: refers to any day other than Saturday, Sunday or a Bank holiday in England and Wales.

“Client Account”: means the bank account associated with your account and in which your money will be held pending investment in Bonds.

“GCV”: means Growth Capital Ventures Limited a private limited company incorporated in England and Wales under number 08155332 with its registered office at Carlton House, 15 Parsons Court, County Durham DL5 6ZE and is authorised and regulated by the Financial Conduct Authority under firm reference number 623142.

“Goji”: Goji Financial Services Limited a private limited company incorporated in England registered with the Registrar of Companies for England and Wales under number 10234133 with its registered office at 133 Whitechapel High Street, London, England, E1 7QA and is authorised and regulated by the Financial Conduct Authority under firm reference number 805323.

“HMRC”: means Her Majesty's Revenue & Customs.

“Information Memorandum”: the information memorandum relating to Bonds that is available on the Website from time to time, including any supplemental information memorandum or prospectus or supplemental prospectus;

“Investment Account”: means your account which is opened in the books of and operated by Modulr on behalf of GCV pursuant to these Terms and Conditions and which does not qualify as an ISA

“CARLTON Bonds”: CARLTON Bonds plc a public limited company incorporated in England registered with the Registrar of Companies for England and Wales under number 11786534 with its registered office is at Carlton House, 15 Parsons Court, County Durham DL5 6ZE

“Modulr Finance Limited”: Modulr Finance Limited, a company registered in England with company number 09897957 and ICO Registration: ZA183068, is registered with the Financial Conduct Authority as an EMD Agent of Modulr FS Limited. Modulr FS Limited is Authorised and Regulated by the Financial Conduct Authority as an Electronic Money Institution (Firm Reference Number: 900573).

“Nominated Account”: the bank account which you notify to GCV as the bank account to which all payments should be made to you in respect of amounts due in respect of Bonds or when you make withdrawals from your Investment Account.

“Terms and Conditions”: these General Terms and Conditions between you and GCV as the platform operator.

“Website”: this website, www.carltonbonds.co.uk

Application of Terms and Conditions

• This Website is operated for CARLTON Bonds by GCV and any investment in Bonds through this Website will be facilitated by GCV. Investors wishing to invest in Bonds through an IFISA will be redirected to a website operated by Goji who will arrange such an investment.
• The Terms and Conditions set out in these General Terms and Conditions constitute a contract which is binding on you and GCV, in relation to any purchase of Bonds which you make through this Website and hold otherwise than in an IFISA account.
• GCV shall arrange for you to acquire Bonds through this Website and shall treat you as its client for these purposes.
• The Terms and Conditions apply where you apply to purchase Bonds on an advised basis or a non-advised basis. Where you acquire Bonds or a portfolio of Bonds on an advised basis, you will be required to confirm that you have received a personal recommendation to do so from a qualified financial adviser. GCV shall rely upon the determination of suitability by your financial adviser in order to comply with their respective regulatory responsibilities and they shall not be responsible for assessing or overseeing the assessment of the suitability of that recommendation.
• Where you apply to purchase Bonds on an advised basis we will assume that your authorised financial adviser is authorised by you to initiate the application process and make declarations and certifications on your behalf.
• Where you apply to purchase Bonds on a non-advised basis you will need to personally make certain declarations and certifications so that GCV can determine whether or not it is suitable or appropriate (as relevant) for you to purchase Bonds.

Appropriateness or suitability of an investment in Bonds

• GCV will treat you as a retail client for the purposes of the Financial Conduct Authority's rules (retail clients receive the highest degree of regulatory protections under those rules).
• You may only purchase Bonds if you are approved by GCV as having the necessary experience and knowledge to understand the risks in accordance with the assessment process which you can initiate by logging on at www.carltonbonds.co.uk.
• GCV reserves the right to reject applications to purchase Bonds on such grounds as it sees fit, including, without limitation, your knowledge and understanding of investing, your financial status, your capacity to be bound by these Terms and Conditions or the jurisdiction in which you live or are a citizen. As part of the assessment process, GCV will carry out identity and fraud checks on you, using third party agencies. GCV uses our its internal guidelines and policies when assessing applications but retains complete discretion. If GCV cannot obtain adequate information from a third party agency then GCV will ask you to send it with copies of the relevant identification documents (normally a certified copy of your passport and a utility bill) and any supporting evidence that GCV may require. If you do not provide all appropriate identification documents, you will not be able to purchase of Bonds. GCV may also suspend the application process at any time if GCV believes it is appropriate in order to comply with its legal obligations. For more details about how GCV use your information, please refer to our Privacy Policy.
• If, following the application process, GCV decides that it is appropriate, you will then be able to view offers of Bonds available through this Website. 
• You must inform GCV if any declarations or confirmations you have made as part of this application process no longer apply. 
• If you wish to purchase Bonds through the Website, you will need to open an account and specify the size of the investment you wish to make and place funds in your Investment Account. Your rights in respect of Bonds which you purchase are described in the CARLTON Bonds Information Memorandum.
• If GCV and CARLTON Bonds accepts your application to make an investment, GCV will provide you with bank account details of the Investment Account into which you should transfer your subscription amount, where it will be held pending investment. The Investment Account will be operated by Modulr on GCV’s behalf as a segregated client account and will be kept separate from GCV’s own money in accordance with FCA rules. 
• Payment to your Investment Account must be made by electronic transfer from a bank account in your name whose details you provide to us and which we have accepted (your "Nominated Account"). 
• Cash in your Investment Account can be transferred into your IFISA account (if you have one) operated by Goji where such funds are not currently invested in Bonds.
• All subscriptions must be in cash and the initial subscription into the Investment Account must be at least equal to the minimum amount required to purchase Bonds. When CARLTON Bonds issues investments to you, your subscription monies shall be paid from your Investment Account to CARLTON Bonds. Documents evidencing your title to Bonds will be available from your dashboard on the Website.
• You may make cash withdrawals from your Investment Account; however, you cannot withdraw funds which are invested in Bonds unless through any existing redemption proposition.

Investments

• GCV is an agent of Modulr FS and your investments will be treated in accordance with the Electronic Money Regulations.

Changes to the General Terms and Conditions

• GCV or CARLTON Bonds may, at any time, change these Terms and Conditions by giving you written notice. Such amendment will take effect on the date specified in the written notice. For the avoidance of doubt, these changes may impact our fees and charges or the level of service provided. Any amendment that adversely affects you will not apply to sums already lent out. GCV may also amend these Terms and Conditions if it believes it necessary to respond proportionally to changes in law and regulations or to reflect changes to our systems, administrative processes and procedures, market practice or client requirements and to reflect other legitimate cost increases (or reductions). You will be given at least 30 days' notice in respect of any changes to these Terms and Conditions unless the specific circumstances require a shorter or longer period. Any amendments will comply with any applicable laws and regulations.

Fees and charges

• The CARLTON Bonds Information Memorandum will set out full details of the relevant fees, if any, that will be charged.

Miscellaneous

• By using this Website, you confirm that you have read, understood and agree to these Terms and Conditions and our privacy and cookies policy (each as amended from time to time). If you do not agree to the Terms and Conditions, you must stop using the Website immediately.
• You will be required to provide personal details and a password before initiating any investment. You are responsible for all information and activity on the platform by anyone using your details and password. If you authorise an agent, family member, employee or sub-contractor to use your account you will be responsible for their activity on the Website. Any breach of security, loss, theft or unauthorised use of your security details must be notified to us immediately. We reserve the right not to act on your instructions where we suspect that the person logged into your account is not you or we suspect illegal or fraudulent activity or unauthorised use.
• You agree not to adapt or circumvent the systems in place in connection with this Website, nor to access our systems other than by using the credentials assigned to you and by following the instructions that we have provided for that type of connection.
• Acceptance of application to invest will be at the discretion of CARLTON Bonds is satisfied which may be declined if, for example, because the offer is over-subscribed or under-subscribed or because of legal or regulatory matters. The allocation policy for each investment is based on a first-come-first-served basis, by reference to the time your account is funded. If it is not possible to allocate investments to you, GCV may hold your subscription for participation in a subsequent issue of like investments, although you will be entitled to request to have your unallocated subscription monies returned to you until they have been committed.
• All Bonds will be governed by the terms of the Bond Instrument; the Information Memorandum; and these Terms and Conditions. To the extent that there are any inconsistencies between these documents, the provisions of the Bond Instrument shall prevail over the Information Memorandum, and the Information Memorandum shall prevail over these Terms and Conditions.
• None of CARLTON Bonds or GCV provide investment advice, legal advice or tax advice. In particular and subject to clause 2, you are responsible for making your own investment decisions. If you are in any doubt as to your own personal circumstances, you should seek such advice from an appropriately qualified professional.
• GCV will not facilitate investment where we are aware that it is illegal, although it is your responsibility to ensure that you have complied with any relevant legal or regulatory restrictions that would prohibit you from investing.
• You may request any your cash that has not been allocated to an investment, including investment returns, to be paid back into your Nominated Account. If you wish to replace your Nominated Account, you may request to do so by email. Any alternative account must be in your name and be held with a bank or credit institution that is acceptable to GCV.
• Payments to you will be made after deduction of any relevant tax. Regardless of whether we withhold tax, it is your responsibility to account for any taxes that may be payable to the appropriate authorities.
• You can view details of the investments and money in your Investment Account through the Website. For reporting purposes, we will value your Bonds by reference to their nominal value and will only report interest after it has accrued on payment.
• If you want GCV to hold money that has not been allocated in your Investment Account in order to invest in future opportunities, you may do so. No interest is payable on money held in your Investment Account and no fees are charged in respect of establishing your Investment Account. GCV may retain a payment representing interest on the money held in your Investment Account.
• There is no established secondary market for Bonds available through this Website and so you should normally expect to hold your Bonds until the redemption date, or beyond, if there is a significant default on the Bonds.

Cancellation of Authority

• You may request that your Bonds be transferred into your possession and any such balance transferred to your Nominated Account. GCV will act upon such a notice of cancellation as soon as is reasonably practicable. Such cancellation will not affect the terms of any Bonds you have entered into.
• GCV may cancel their obligations to facilitate investments on your behalf at any time by email to you and for any reason, including but not limited to breach of these Terms and Conditions, applicable law, mis-use of the Website or account inactivity for a period of 12 months or more. GCV will act upon such a notice of cancellation as soon as is reasonably practicable and Bonds will be transferred into your possession and any balance of money held in your Investment Account will be transferred to your Nominated Account.

Liability

• You shall be liable to GCV for any loss or damage suffered by either of them as a result of any breach of these Terms and Conditions or the terms of any investment you make through this Website.
• GCV shall not be liable to you for any loss or damage which you may suffer as a result of investing in Bonds except where such loss or damage arises from their breach of these Terms and Conditions or was caused by their negligence, wilful default or fraud. GCV are not responsible for any breach of these Terms and Conditions arising from circumstances outside their reasonable control. GCV’s total liability to you in connection with these Terms and Conditions, and your use of the services provided via this Website shall not exceed the amount of money you have invested giving rise to the liability.
• Nothing in these Terms and Conditions shall limit our liability for personal injury or death, fraud, nor for any other liability, the exclusion or limitation of which is not permitted by applicable law or regulation.

General

• These Terms and Conditions are governed by and to be construed in accordance with English law. In the event of any matter or dispute arising out of or in connection with these Terms and Condition, you and we shall submit to the exclusive jurisdiction of the English courts.
• If any of these Terms and Conditions is found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the remainder shall, so far as possible, continue in full force and effect.
• No single or partial exercise, or failure or delay in exercising any right, power or remedy by us shall constitute a waiver by us of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these Terms and Conditions or otherwise.
• In the event of GCV’s insolvency, our client money provider will continue to hold your money pending investment but will not facilitate any new investments. GCV will notify you of changes to reporting requirements in such event.
• In the event of GCV’s insolvency, GCV shall attempt to find an alternative services provider to enable the platform to continue to function.
• GCV may exercise any of their rights or discharge their obligations under these Terms and Conditions in GCV’s own capacity or through any company or other legal entity which has all relevant legal authorisations, licences or permissions to discharge those functions. No other person shall have rights to enforce terms under the Contracts (Rights of Third Parties) Act 1999 other than the parties. GCV will satisfy themselves that any person to whom they delegate any of their functions or responsibilities under the terms agreed with you is competent to carry out those functions and responsibilities.

Contacting us

If you have any questions about these Terms and Conditions, or wish to contact us for any other reason, you can contact us by email: info@carltonbonds.co.uk