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.

“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

“General Account”: means the account in which your cash and investments which are not within an IFISA wrapper are held.

“Goji”: means Goji Financial Services Ltd, a private limited company incorporated in England with registration number 10234133 and a registered office at 133 Whitechapel High Street, London, England, E1 7QA. Goji is authorised and regulated by the FCA under firm reference number 805323.

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

“IFISA Account”: means the account in which your cash and investments within an IFISA wrapper are held.

“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.

“Investor Account”: means the bank account associated with your account in accordance with clause 2 below and in which your money will be held pending investment in Bonds.

“Nominated Account”: the bank account in your name which you notify to CARLTON Bonds 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 Client Investor Account.

“Terms and Conditions”: these General Terms and Conditions between you,  and CARLTON Bonds as the platform operator of the Website and Goji as Custodian and IFISA Manager.

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

Application of Terms and Conditions

• The Terms and Conditions set out in these General Terms and Conditions constitute a contract which is binding on you and CARLTON Bonds, in relation to any purchase of Bonds which you make through this Website.

• 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. CARLTON Bonds and Goji shall rely upon the determination of your financial adviser that 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 certain declarations and certifications on your behalf in accordance with our process for considering investment applications.

• Where you apply to purchase Bonds on a non-advised basis you will need to personally make certain declarations and certifications so that CARLTON Bonds can satisfy itself that, in addition to having given the necessary statutory certifications, you also understand the risks of purchasing Bonds.

Who can purchase the Bonds

• You may only purchase Bonds if (i) you are a (self-) certified high net worth individual or sophisticated investor in accordance with the statutory requirements set out in the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and (ii) we assess you as having the necessary experience and knowledge to understand the risks in accordance with our assessment process which you can initiate by logging on at www.carltonbonds.co.uk.

• Please note, CARLTON Bonds is not authorised or regulated by the FCA or any other regulator and so our assessment is undertaken, in addition to the mandatory statutory requirements, on a voluntary basis in the interests of best practice and investor protection.

• CARLTON Bonds 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, CARLTON Bonds will carry out identity and fraud checks on you, using third party agencies. CARLTON Bonds  uses our internal guidelines and policies when assessing applications but retains complete discretion. If we cannot obtain adequate information from a third party agency then we 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 we may require. If you do not provide all appropriate identification documents, you will not be able to purchase of Bonds. We may also suspend the application process at any time if we believe it is appropriate in order to comply with its legal obligations. For more details about how CARLTON Bonds use your information, please refer to our Privacy Policy.

• If, following the application process, we decide that it is appropriate for you, you will then be able to view offers of Bonds available through this Website.
   
• You must inform CARLTON Bonds 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 Investor Account. Your rights in respect of Bonds which you purchase are described in the CARLTON Bonds Information Memorandum.

• If we accept your application, we will provide you with bank account details into which you can transfer money to make investments (your “Investor Account”). Payments into your Investor Account must be made by electronic transfer from your Nominated Account. Withdrawals from your Investor Account will only be made to your Nominated Account.
   
• The Investor Account will be held and administered by a regulated “Custodian” as a client money account. At present, the Custodian is Goji.

• By accepting these Terms and Conditions, you appoint the Custodian to hold any monies paid into your Investor Account, including funds deposited by you to make an investment and money paid to you by the issuer of the investment. No interest is payable on money held in the Investor Account and no fees are charged in respect of establishing the account.

• The Custodian will treat you as its client and will treat money in your Investor Account as “Client Money” held in an approved bank account in accordance with the FCA's client money rules. The Custodian will use reasonable skill and care for the selection, use and monitoring of any approved bank with which Client Money is held, but will not be liable for their acts or their insolvency.

• The Client Money will be held in a pooled account and will not be separately identifiable from Client Money of other clients of the Custodian or its associates on the relevant bank’s books and records. Accordingly, should the Custodian default on its obligations to its clients, any shortfall in Client Money held by the relevant bank may be shared pro-rata among all clients whose money is held in the pooled client money account.

• If a bank with which the Custodian holds Client Money fails (including the appointment of a liquidator, receiver, administrator, or trustee in bankruptcy, or any equivalent), this will constitute a secondary pooling event under the FCA Rules, which may result in a shortfall in the funds held for you.

• In the event of the Custodian’s insolvency, CARLTON Bonds will attempt to find an alternative services provider to fulfill the Custodian's role.

• If a Client Money balance remains unclaimed and there has been no movement on the client's balance for a period of at least six years (ignoring any payments or receipts of charges, interest or similar items), provided the Custodian has taken reasonable steps to trace the client and return the balance, the Custodian may cease to treat the money as Client Money and pay the Client Money to a registered charity of the Custodian's choice.

• If we decide to change the Custodian, you authorise us to instruct the current Custodian to transfer any monies it holds for you in the Investor Account to any replacement Custodian without seeking your express instruction to do so, provided the new Custodian has the appropriate regulatory permissions to hold client money.

IFISA Investments

OPENING AN INNOVATIVE FINANCE ISA

If you choose to open an individual savings account, it will be managed by Goji and will be an Innovative Finance ISA (IFISA). As the ISA manager, Goji undertakes to:

• treat you as its client;

• receive payments in respect of your investments and credit those payments to your IFISA Account; and

• exercise, or facilitate the exercise of, your rights in respect of investments held in your IFISA Account if necessary,

and you appoint Goji as your agent to do anything required on your behalf to enable it to fulfill those undertakings.

In normal circumstances, Goji does not charge any fees to you for opening and operating your IFISA Account, however if we do not pay fees due to Goji and you require the continued provision of the ISA management services, you agree to pay Goji’s fees and charges and consent to Goji deducting amounts from your IFISA Account for the purposes of paying such fees.

The management of your IFISA Account will be subject to the ISA Regulations. Any changes made by HMRC to the ISA Regulations that affect these terms will apply as soon as they come into effect.

You must be (and remain) the sole legal and beneficial owner of any cash and/or investments in your IFISA Account and you must not at any point use any cash and/or investments in your IFISA Account as security for a loan.

We will inform you if your IFISA Account has or will lose its tax exemption through any failure to meet the ISA Regulations. If an investment which was previously allowed under the ISA Regulations ceases to be allowed, we will notify you and make arrangements to transfer it out of the account.

You may subscribe to an ISA in any tax year (i.e. period starting on 6 April of one year and ending 5 April of the following year) for which you are either resident and ordinarily resident in the United Kingdom; or, although non-resident in the United Kingdom, perform duties of a Crown employee which are treated as being performed in the United Kingdom, or are the spouse or civil partner of such a person. 

You must inform us immediately if you are no longer a UK resident or cease to perform duties of a Crown employee which are treated as being performed in the United Kingdom, or cease to be the spouse or civil partner of such a person.

When you open an IFISA Account we will ask you to make a declaration. Making this declaration will allow you to subscribe for an IFISA in the tax year that you make the declaration and for each subsequent tax year, provided you make a subscription to your IFISA every tax year. If you do not make a subscription to your IFISA one year then when you next want to subscribe to your IFISA, you will have to make a new declaration. 

You must inform us if any declarations or confirmations you have made about your eligibility to hold an ISA no longer apply.

In accordance with the ISA Regulations, you are not eligible to apply if you have already subscribed to another IFISA in the same tax year, or if you have already subscribed the maximum available allowance to a Cash ISA and/or Stocks and Shares ISA, in the same tax year as you are applying for this IFISA. These restrictions do not apply if you are:

• transferring an existing IFISA from another ISA Provider to the IFISA (in circumstances where this is permitted under the ISA Regulations), or

• where you have already subscribed the maximum allowance to a cash and/or stocks and shares ISA and this is transferred to this IFISA.

All subscriptions to your IFISA must be in cash.  You can transfer cash held in your General Account to your IFISA Account, but you cannot transfer investments which have already been funded.

If funds are subscribed into your IFISA Account which exceed the amount prescribed in the ISA Regulations, then the excess subscription will be transferred to your General Account.

Your IFISA will be flexible as defined in the ISA Regulations. This flexibility means cash which is withdrawn can be replaced, in whole or part, within the same tax year and this will not affect your ISA subscription limit for that year.

If you have any questions, doubts or issues relating to ISAs or your eligibility to hold an ISA, you should consult the HMRC website (https://www.gov.uk/government/organisations/hm-revenue-customs) or contact them directly.

TRANSFERS IN AND OUT OF YOUR IFISA

• You may transfer money into your IFISA from an existing ISA with another provider, in cash only. An online transfer-in form will need to be completed and then we will send you a transfer authority form to approve and sign. We can then arrange for the funds to be transferred from your existing ISA provider in accordance with your instructions.

• The transfer-in process will begin on the date on the transfer authority form or the date you stipulate for us to begin the transfer process, whichever is later. We will then send your request for the transfer to your existing ISA Provider within 5 business days of receiving your transfer authority form.

• You may transfer any cash in your current year’s ISA subscriptions in whole, and/or you can transfer previous years subscriptions in whole or in part (together with interest) to another ISA provider in accordance with the ISA Regulations and these conditions. You will need to contact your other ISA provider to arrange the transfer and you can choose the date funds are transferred, subject to us being allowed a reasonable period to implement it.

Changes to the General Terms and Conditions

• 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. CARLTON Bonds 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 Website 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, CARLTON Bonds 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, Goji or any of their affiliates 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.

• CARLTON Bonds will not accept investments where we are aware that these are 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 of 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 CARLTON Bonds and Goji.

• 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 Investor and IFISA Accounts 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.

• 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 or closure of your IFISA account

• You have the right to cancel the opening of your IFISA Account within 14 calendar days of the date your account is opened. You can do this by emailing info@carltonbonds.co.uk or by phoning 0330 124 1590.

• If your IFISA account is cancelled, unless you provide us with specific instructions, we will transfer any investments and money credited to your IFISA Account to your General Account and you will lose the tax benefits associated with an ISA.  

• After the 14-day cancellation period, you can choose to close your IFISA Account at any time, provided you only have cash in the account. If you do not arrange with another ISA provider to transfer the money in your account to them, you will not be able to subscribe to another IFISA with another ISA provider in the same tax year.

• We may close your account with immediate written notice to you if directed to do so by HM Revenue & Customs. You agree to reimburse CARLTON Bonds and/or Goji for any amounts required to be paid in tax, any administrative fees, charges from HMRC or any tax authority incurred as a result of your failure to comply with ISA Regulations.

• We will notify you, if by reason of any failure to satisfy the provisions of the ISA Regulations, all or part of your IFISA has or will become invalid. If the failure can be corrected, we will repair your IFISA, otherwise we will void it.

• If we or you close your IFISA and do not receive alternative transfer instructions from you within 1 month of trying to contact you, any investments and money credited to your IFISA Account will be transferred to your General Account. 

• If we receive notification of your death, we will suspend all transactions and investments in your IFISA. ISA tax exemptions will no longer apply from the date of death, and any interest or gains that arise after the date of death will not be exempt from tax.

• Your IFISA will be valued for probate as at the date of death and dealt with as instructed by your executors. We may require a grant of probate or letters of administration before releasing any money in your IFISA to your executors.

• We will support the setting up of an IFISA based on Additional Permitted Subscriptions (‘APS’) for your spouse.

• If we receive notification of your bankruptcy, we will close your IFISA Account and any investments and money credited to your account will be transferred to your General Account. In the event of your bankruptcy, ISA tax exemptions will no longer apply from the date on which a trustee is appointed.

Liability

• Neither CARLTON Bonds nor the Custodian shall be liable to you for any loss or damage which you may suffer except where such loss or damage arises from our breach of these Terms and Conditions or was caused by CARLTON Bonds or the Custodian’s gross negligence, wilful default or fraud.

• Neither CARLTON Bonds nor the Custodian are responsible for any breach of these Terms and Conditions arising from circumstances outside CARLTON Bonds or the Custodian’s reasonable control. CARLTON Bonds and the Custodian’s total liability to you in connection with any investment made in the Bonds shall not exceed the amount of money you have invested.

• Neither CARLTON Bonds nor the Custodian will be liable for loss of profits, sales, business, or revenue, loss of anticipated savings; loss of business opportunity, goodwill or reputation, or any indirect or consequential loss or damage.

• Nothing in these Terms and Conditions shall limit CARLTON Bonds or the Custodian’s 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. To the extent permitted by law, CARLTON Bonds and the Custodian exclude all conditions, warranties, representations or other terms which may apply to the Website or any content on it, whether express or implied.

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.

• No person shall have rights to enforce terms under the Contracts (Rights of Third Parties) Act 1999 other than the parties.

• By accepting these Terms and Conditions you also agree to the use of your personal data by Goji as set out in their Privacy Policy.

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