Triodos Crowdfunding platform terms and conditions

4.11 Charges to investors

We do not make charges for our services but reserve the right to introduce fees in future. Any fees and charges associated with an Investment will be clearly stated and communicated to you at the time you apply for an Investment. Please note that we are typically remunerated by the Issuer for services we provide to the Issuer in relation to the Investment. The main fee is typically a percentage of funds raised. Details of our role and any fees will be set out in the relevant offer document. We may also share any payment received or make payments to a third party for introducing us to the Issuer or any other introductions or for research and due diligence services. Details of any arrangements with relevant third parties will be made available upon request.

4.12 Risks

Before you buy any Investment through the Triodos Crowdfunding Platform, you should make sure that you fully understand the risks which are set out in the relevant offer document and conduct your own due diligence on the Investment and Issuer to determine whether the Investment is suitable for you on the basis of such information. If the Issuer becomes insolvent you may lose some or all of your Investment. If you are in any doubt about the contents of the Triodos Crowdfunding Platform or any offer document and/or the action you should take, you should immediately consult a professional financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) who specialises in advising on the acquisition of Non-Readily Realisable Securities

All listed Investments are medium or long term investments and your capital will not be readily realisable. Please read the risks pages in each of the offer documents in relation to the risks associated with any particular offer.

4.13 Conflicts of interest

Triodos Bank considers the consideration and management of conflicts of interest to be essential to protect the integrity of Triodos Bank NV, its group of companies and its operations. The Triodos Conflicts of Interest Policy describes the operational and administrative measures that the Triodos Bank NV group of companies expects will be taken to ensure that conflicts of interest, and potential conflicts of interest, are identified and prevented or otherwise properly dealt with.

All areas of the business review their operations and working relationships regularly to identify potential conflicts of interest and determine where any changes to our operations should be made to prevent conflict from arising. This might mean, for example, changing the duties or management arrangements for a co-worker whose personal or professional relationship with a customer may affect their ability to make fair and objective business decisions in relation to that customer or others.

Only where it is not possible to prevent a conflict of interest,or put measures in place to prevent your interests from potentially being harmed as a result of a conflict, we will disclose the nature of the conflict to affected customers. This disclosure will explain clearly the nature of the conflict, the measures we have put in place to manage the conflict,and the risks to your interests which exist because of this.

4.14 Best execution

Triodos Bank has a best execution policy which is available here: www.triodos.co.uk/binaries/content/assets/tbuk/investment-fund-folders/impact-fuds/best_execution_polocy_sep2019.pdf

Investments available on the Triodos Crowdfunding Platform are offers of new bonds or new shares to be issued by Issuers once the Minimum Fundraising Amount or target amount has been reached for the offer and the offer is closed.

Investors make applications for the bonds or shares and applications are processed on a first come, first served basis. At offer close, the Investments are issued directly by the Issuers to investors who have applied to buy these new bonds or new shares. There is no intermediary, no third party and no execution venue. Investors do not pay a fee to purchase the bonds or shares.

4.15 Communicating with you

Communications will generally be sent to you by email. However, we may telephone you to discuss matters related to you.

All documents of title, contracts and other information and documentation in relation to the Investments you make through the Triodos Crowdfunding Platform will be sent to you electronically for safekeeping. You should ensure you keep any documents evidencing your title to the Investments in a safe place. Copies can be viewed and downloaded from your Triodos Crowdfunding Platform Account.

On the rare occasion that we may need to send any printed documents, these will be sent to the last known postal address that we hold for you and we will not be held responsible if you do not receive them for any reason.

You must inform us immediately of any changes to your personal details, including your postal address, your email address, your telephone numbers (mobile and landline) and, if relevant, your bank or building society account details

When we receive returned mail, emails or payments, we will take reasonable steps to contact you to get your new details. However we do not have to send further communications to the old address or old email address.

You agree that all communications from the Issuer to you and from you to the Issuer shall come via us and you appoint us as your agent for these purposes.

If we send communications to you:

• By post, to the last known postal address that we hold for you,they will be treated as received by you four Business Days after posting.

• By email they will be treated as received by you immediately upon sending to the most recent email address we hold for you.

We will not ask for any acknowledgement of receipt from you in respect of communications sent in accordance with the above.

We may also communicate with you by publishing information on the Triodos Crowdfunding Platform, in which case the information will be treated as received by you when it is published, for example as and when new Investments are made available. You agree to us providing you with information, including information about the nature and risks of investments, by posting that information on the Triodos Crowdfunding Platform. You must check the Triodos Crowdfunding Platform regularly for up-to-date information, which we may also choose to send to you by email. Information on the Triodos Crowdfunding Platform is subject to change without notice.

If you need to contact us urgently, you should telephone us on 0330 355 0355. or +44 (0)117 973 9339 if calling from abroad). Calls to and from Triodos Bank may be recorded for training and monitoring purposes.

The language of our communications and all documents relating to the Triodos Crowdfunding Platform shall be English.

4.16 What you must tell us

You agree to notify us immediately if you become aware of any of the following:

• loss, theft or unauthorised use of your registered user details;

• that you have not received, within the expected time frame, any promised communication such as, but not limited to, confirmation of a purchase, confirmation of completed transaction, or transfer of funds;

• if you receive a communication from us which confirms a purchase, or of a completed transaction, which you did not place;

• changes in any of your circumstances as relevant to and described in these Terms and Conditions.

4.17 Intermediaries

If you use an intermediary in connection with your decision to invest in an Investment through the Triodos Crowdfunding Platform, your intermediary is responsible for disclosing to you their fees that relate to the advice or service that they give to you.

We may from time to time pay a commission to your intermediary on particular investments as permitted by the Financial Conduct Authority. These commissions will be fully and clearly disclosed in the relevant offer document. In applying for an Investment you are accepting all the terms and conditions set out in the offer document including any such fees or commissions.

4.18 Acting as your agent, as registrar and as security trustee

For some Investments, we may enter into any contractual documentation with the Issuer on your behalf as your agent and as registrar. We will act as registrar and as agent in respect of your Investments through the Triodos Crowdfunding Platform. You authorise us to take any decisions necessary as agent in connection with both contractual documentation and other matters where we act as your agent, whether at the time the contract is entered into or during the term that the contract is outstanding. This will include any such steps as we may consider necessary, in our absolute discretion, to attempt to ensure that the Issuer complies with the terms and conditions of the underlying contractual arrangements for the Investment. We will also arrange for any capital and interest payments to be collected from Issuers and transferred to your Client Money Account. These can be seen in your Electronic Wallet and cashed out to your personal account.

This may also mean (among other things)that you (as an investor) will not be able to directly enforce any rights under the Investment against the Issuer but that any enforcement action will be taken on behalf of all investors by us or such other relevant person (acting in the capacity of agent and/or security trustee). In general, however, we will endeavour to take into account the views of investors.

If any Investment is secured, the security will be held in the name of Triodos Corporate Officer Limited (“TCOL”) (or another person nominated to hold the security) as security trustee. As security trustee, this means TCOL will hold the security relating to the Investment on trust for the investors. The Investment documents will set out the terms on which TCOL will act as security trustee.

Where an Investment is not secured but the Issuer misses a payment that was contractually due to you, or only partially pays the amount due to you, and the payment has not been made in full within 7 days of the due date for payment, as your agent we may (but are not obliged to) place the Issuer into default and pass the debt to a debt collection agency, who may attempt to collect the total outstanding amount immediately. Any costs and expenses incurred by us or on our behalf in seeking recovery shall be deducted from the amount realised before it is available to be returned to you.

The existence of security should not be considered to be an absolute guarantee of certain repayment in the event that the Issuer fails to meet any obligations it has to you.

5 Terms and Conditions of use for the Triodos Crowdfunding Platform

5.1 Terms and Conditions of Use

Our Website terms and conditions of use are available here https://triodoscrowdfunding.co.uk/legal/terms. Terms apply to your use of the Website including the Triodos Crowdfunding Platform.

5.2 Accessing our Triodos Crowdfunding Platform and availability

Access to our Triodos Crowdfunding Platform is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide via the Triodos Crowdfunding Platform without notice (see below). We will not be liable if for any reason the Triodos Crowdfunding Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of our Triodos Crowdfunding Platform, or our entire Triodos Crowdfunding Platform, to users. We will try to inform you in advance of any such suspension through a general notice on the Website but this may not always be practicable.

While we endeavour to ensure that the Triodos Crowdfunding Platform is normally available 24 hours a day, we cannot promise that the Triodos Crowdfunding Platform will be free from errors or omissions nor that it will be available uninterrupted and in a fully operating condition. The Triodos Crowdfunding Platform may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons reasonably beyond our control. We will not be liable to you or to any other person in the event that all or any part of the Triodos Crowdfunding Platform is discontinued, modified or changed in any way. We do not accept liability arising from any errors, omissions, interruptions of service or delays that may occur in connection with the Triodos Crowdfunding Platform.

Suspension or any termination of access to the Triodos Crowdfunding Platform in connection with or arising out of an event beyond our reasonable control. In these Terms and Conditions, an event beyond our reasonable control shall include, without limitation, strikes, lock-outs or other industrial disputes, nuclear accident or acts of God, war or terrorist activity, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident or breakdown of plant or machinery, interruption or failure in communications networks and facilities (including the internet), computer viruses, unauthorised access, theft, operator errors, fire, flood, storm or default of suppliers, and where they are beyond our reasonable control, any other acts, events, omissions or accidents.

You are responsible for making all arrangements necessary for you to have access to our Triodos Crowdfunding Platform. 

5.3 Security notice

It is important that you keep your password and user name safe and secure. This is essential to help prevent fraud and protect your Account. Please make sure you do the following:

• Keep your computer secure. Make sure that any computer you are using benefits from up to date anti-virus and spyware software and a personal firewall. If you use a public computer (for example, in an internet café or library), you should ensure you do not leave any personal details stored on that computer after you have finished using it.

• Keep your username and password secret. This includes (but is not limited to) taking the following precautions: (1) destroying any password notification immediately after receipt from us; (2) never writing your password or username details in a way that might be understood by someone else or recording them on any item or in any place that might be accessed by someone else; (3) taking all reasonable care to ensure that no one sees your password or username when you use them

• Treat emails you receive with caution and be very wary of emails or calls asking you to reveal any personal security details. Neither we nor the police will ever contact you to ask you for your Triodos Crowdfunding Platform password or username information. If you are unsure whether a call is genuinely from us, you can call us back on 0330 355 0355 (if calling from the UK) or +44 (0)1179 739339 (if calling from abroad) to verify that it is. If you provide your password or username to anyone you may be responsible for any losses on your Account

• Always access our internet site by typing www.triodoscrowdfunding.co.uk into your web browser.

• Follow any further security advice we may offer on our Website.

Please remember that internet communications are not secure unless the data being sent is encrypted. We cannot accept any responsibility for any unauthorised access by a third party and/or corruption of data being sent to us by email.

5.4 Your use of the Triodos Crowdfunding Platform

You agree that you will not use the Triodos Crowdfunding Platform in any way that may lead to the encouragement, procurement or carrying out of any criminal or unlawful activity or that is fraudulent or has any unlawful or fraudulent purpose or effect. Furthermore, you agree not to do anything that may cause damage to the Triodos Crowdfunding Platform or our servers, systems or equipment or those of third parties, nor access any users’ data or penetrate or circumvent any Triodos Crowdfunding Platform security measures or attempt to do any such acts.

You accept that you are able to stop using the Triodos Crowdfunding Platform at any time and at your sole discretion.

5.5 Sanctions

As soon as we are made aware of activities that breach our Terms and Conditions or our Privacy Statement, prompt action will be taken. If you witness such breaches please notify us immediately

We reserve the right to:

• suspend, restrict or terminate your access to the Triodos Crowdfunding Platform or any part of it; and/or

• move, modify or remove any content or take further legal action, in the event of breaches or suspected breaches of our Terms and Conditions or our Privacy Statement, any applicable laws or regulations, or where our rights or third party rights are threatened or infringed.

5.6 Our Triodos Crowdfunding Platform changes regularly

We aim to update our Triodos Crowdfunding Platform regularly, and may change the content at anytime.

If the need arises, we may suspend access to our Triodos Crowdfunding Platform. Any of the material on our Website may be out of date at any given time, and we are under no obligation to update such material.

What will not change are the details of an individual offer once published. You will receive an electronic copy of all offer documents you download, and you should save the PDF as a permanent record of the Investment opportunity.

5.7 Reliance on information posted and disclaimer

We shall use our reasonable skill and care to ensure that information provided on the Triodos Crowdfunding Platform is correct.

Commentary and other materials posted on our Triodos Crowdfunding Platform are not intended to amount to advice on which reliance should be placed. You should use the offer document as the only basis for any investment decision, together with any independent third party advice which you may receive.

Except for where we have not performed our services with reasonable skill and care, and as far as we are legally able to, we disclaim all liability and responsibility arising from any reliance placed on such information, commentary and materials by any visitor to our Website or Triodos Crowdfunding Platform, or by anyone who may be informed of any of its contents.

Our Triodos Crowdfunding Platform displays materials containing information supplied by third parties subject to the Terms and Conditions of our responsibilities. We shall not be responsible for the content of third party materials or information, except to the extent that we have expressly accepted such responsibility or that it was our legal obligation to verify such information.

None of the materials or information on the Website or on the Triodos Crowdfunding Platform are intended to amount to, or should be seen as, advice, or a recommendation to buy or sell any Investment or enter into any transaction.

None of the materials or information on the Website or on the Triodos Crowdfunding Platform constitute a direct offer to sell or a solicitation of an offer to purchase securities and in particular does not constitute an offering in any state, country or other jurisdiction where,or to any person or entity to whom, an offer or sale would be prohibited.

You should consider whether any Investment or transaction is suitable or appropriate for you and take such professional advice as you consider is appropriate.

We will conduct a reasonable level of due diligence on Investments Products offered via this Triodos Crowdfunding Platform. It does not, however, validate claims made by the Issuer.

5.8 Viruses, hacking and other offences

You must not misuse our Triodos Crowdfunding Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Triodos Crowdfunding Platform, the server on which our Triodos Crowdfunding Platform is stored or any server, computer or database connected to our Triodos Crowdfunding Platform. You must not attack our Triodos Crowdfunding Platform via a denial-of-service attack or a distributed denial-of-service attack.

By breaching this provision, you would commit a criminal offence. We reserve the right to report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Triodos Crowdfunding Platform will cease immediately.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Triodos Crowdfunding Platform or to your downloading of any material posted on it, or on any website linked to it.

6 General Terms and Conditions

6.1 Confidentiality

We will treat all your personal information as private and confidential (even when you are no longer a registered user). Information we hold about you will not be disclosed to anyone unless:

• we are legally required to disclose;

• we have a public duty to disclose;

• our interests mean we must give the information (for example, to prevent fraud);

• it is required for our arrangements with third parties providing the Triodos Crowdfunding Platform and related services and the agreed Investments to you;

• the disclosure is made with your consent.

Where required by legislation or agreement with tax authorities to do so, we may disclose personal and financial details to a tax authority.

We will not give your name and address to anyone else for marketing purposes unless you provide consent for us to do so.

To ensure that we, or someone acting on our behalf, carry out your instructions accurately and for compliance and training purposes, we may monitor and/or record your telephone calls with us. Any recordings remain our sole property.

6.2 Crime prevention and debt recovery

To prevent crime, verify your identity, recover debt and to meet our legal obligations, we may exchange information (both within the UK and, where appropriate, overseas) with fraud prevention, law enforcement, debt recovery agencies and other organisations including other lenders.

If you give us false or inaccurate information and fraud is identified, details will be passed to fraud prevention agencies to prevent fraud and money laundering.

6.3 Our liability

Nothing in these Terms and Conditions shall restrict your statutory rights (including your rights to receive a reasonable standard of service), nor shall anything in these Terms and Conditions exclude or limit our liability for death or personal injury resulting from our negligence or from any fraud or fraudulent misrepresentation nor any other liability which cannot be excluded or limited under applicable law.

Nothing in these Terms and Conditions excludes or limits our liability under the Financial Services and Markets Act 2000 or any rules or requirements of the Financial Conduct Authority.

If we fail to comply with these Terms and Conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen (or we ought to have known it might happen), including for example if you discussed it with us during the process.

We have exercised reasonable skill and care in undertaking due diligence on Investments. However, we cannot guarantee that your assessment of such Investments would be the same as ours. You acknowledge and agree that you must conduct your own independent assessment of the Investment and, unless we fail to exercise reasonable skill and care, you acknowledge and agree that we are not liable to you for any loss or damage you suffer from the results of our due diligence on Investments.

You acknowledge and agree that we will not be liable to you for any third party failures that impact you or our ability to provide services to you including, without limitation, where such failures are by the Issuer or any bank (other than us) involved in the service.

We will also not be liable for loss or damage that results from our failure to comply with these Terms and Conditions that fall into the following categories(whether direct or in direct):

• loss of income or revenue;

• loss of business;

• loss of profits;

• loss of anticipated savings;

• loss of data;

• loss of expected returns;

• losses that were not caused by our breach;

• damage from the use of (or failure to use) or reliance on the Triodos Crowdfunding Platform or any information provided in it;

• waste of management or office time.

However, this will not prevent claims for loss of or damage to your tangible property that are foreseeable or any other claims for direct loss that are not excluded in the former categories.

If you authorise a payment from your Account via Faster Payments which turns out to be part of a scam, you can ask us to reimburse you. You must notify us as soon as possible and no later than 13 months from the date of the last relevant payment that was authorised as part of the scam.

If you are eligible for reimbursement, we will reimburse you in full within five business days, however you may have to pay an excess of up to £100 per claim.

We may refuse to reimburse you if we have sufficient evidence that you have acted fraudulently, or that with gross negligence you have failed to:

• pay attention to or take the advice of specific, directed warnings,

• promptly report the payment after having been aware of or suspecting that you have been a victim of a scam, and no later than 13 months after the last relevant payment was authorised,

• report the scam to the police or

• respond to our requests for information – where these requests are reasonable and proportionate.

The material displayed on our Website may be provided to us by third parties “as is” without any promises or commitments as to its accuracy unless expressly stated otherwise in these Terms and Conditions. To the extent permitted by law and the rules of the Financial Conduct Authority, we, other members of our group of companies and third parties connected to us hereby expressly exclude all conditions, warranties and other Terms and Conditions which might otherwise be implied by statute, common law or the law of equity.