Terms and Conditions

• Abundance Account means the information account we open on your instructions after you become a Member of Abundance in accordance with Clause 4 of this Agreement.
• Adviser has the meaning given in Clause 9.
• Bare Trust Account means an account operated on a bare trust basis in accordance with Clause 12.
• Bonus means a promotional offer, which we may make available to you from time to time in accordance with clause 22.2, which may have the effect of increasing the total amount you receive as a result of investing in a Debenture.
• Marketplace means the marketplace hosted by us where Members may express interest in buying or selling Debentures from or to other Members in accordance with Clauses 14-18 of this Agreement, and which is accessible via the Service.
• Cash Account means an account operated by the Client Money Services Provider at a duly authorised credit institution for the purpose of holding funds that you intend to use to acquire Debentures and/or receive Cash Returns and which is described in more detail in Clause 7.
• Client Money Service means the services supplied by the Client Money Service Provider to each Member who transfers money to the Cash Account, including the operation of that account.
• Client Money Service Provider means Walker Crips Stockbrokers Limited or such other firm authorised and regulated by the FCA and appointed by us to provide client money services, whose regulatory details appear in Clause 36.
• Debenture Register means the register maintained by Abundance for each Issuer, which records the identity of each Investor who holds Debentures.
• Debenture means a debenture issued to a Member by an Issuer via the Service, which has the characteristics described, and is subject to the terms specified, in the relevant Offering Document.
• Designated Account means an account designated with the name of a child or other person or purpose for which you intend to use any investment in the account but which you own and control in accordance with Clause 11.
• Donor (or “Applicant”) means the source of funds for a Bare Trust Account in accordance with Clause 12 who is a Member of Abundance who has registered to use the Cash Account.
• Cash Return means distributions payable to each Investor by the Issuer in accordance with the terms and conditions of the Debenture as set out in the Offering Document.
• Cash Return Period means the period during which Cash Returns accrue, as specified in the relevant Offering Document.
• EEA means the European Economic Area.
• Effective Date means the date on which we notify you by email that your Abundance Account has been set up.
• Eligible EEA Country means a state or territory in the European Economic Area from which we are prepared (on such terms as we consider appropriate from time to time) to accept Members who may purchase Debentures and use the Cash Account.
• FCA means the Financial Conduct Authority of 25 The North Colonnade, Canary Wharf, London E14 5HS and any successor or replacement regulatory authority or body from time to time.
• FCA Rules means the rules and guidance set out in the FCA Handbook of Rules and Guidance as amended from time to time.
• Investor means a Member who is a holder of a Debenture.
• Issuer means an entity, which issues a Debenture.
• Member means a person who has registered as a member of Abundance in accordance with Clause 4 of this Agreement.
• Nominated Bank Account means the current account from which you receive funds from the Cash Account.
• Offering Document means the offering document (which may be called invitation document, offering memorandum, prospectus or some other description) produced by the Issuer containing information about the Debenture issue and the instrument constituting the Debenture.
• Personal Information means the information we or the Client Money Service Provider obtain about you from you, from enquiries we make and from other organisations, such as credit reference and fraud prevention agencies.
• Privacy Policy means the provisions of Clause 26 of this Agreement.
• Restricted Person means a person who falls into a category specified by us via the Service or specified by the Issuer in an Offering Document or the terms and conditions of a Debenture as being ineligible to acquire or hold that Debenture because of relevant legal, regulatory or tax restrictions.
• Service means the website, services and the marketplace operated by us at www.abundanceinvestment.com
• SIPP Account means an Abundance Account opened and operated for, or in relation to, a SIPP.
• SIPP means a self-invested personal pension.
• Sterling means the lawful currency of the United Kingdom.
• Transaction Reference means the unique reference code supplied by Abundance to you.
• US Person means a person who falls into the relevant description given under Clause 36 (Regulatory Information). US Persons are ineligible to acquire or hold Debentures.
• We, us, our means Abundance Investment Ltd.
• Walker Crips means Walker Crips Stockbrokers Limited.
• You means a user of the Service and/or the services provided through it including the marketplace.

1. 2.3.1 use of the singular shall include the plural and vice versa;
2. 2.3.2 use of any gender or neuter includes the other genders;
3. 2.3.3 headings are used for reference only;
4. 2.3.4 references to any legislation or rule include any successor legislation or rule, and are to UK legislation or rules unless expressed otherwise;
5. 2.3.5 a time of day shall be construed as a reference to London time;
6. 2.3.6 any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression is to be construed as illustrative and does not limit the sense of the words preceding those terms;
7. 2.3.7 terms which are defined in the FCA Rules, but which are not defined in this Agreement, shall have the meaning set out in the glossary of the FCA Rules.

4.1 Provided you meet our criteria for becoming a Member, you may apply to become a Member in accordance with this Clause 4. However, except as prevented by applicable law or regulation, we may refuse to accept any application to be a Member in our sole and absolute discretion, and we do not have to give a reason why. We or a Third Party Authorised Firm may also at any time:

1. 4.1.1 require you to give certain statements or confirmations required by FCA Rules; and/or

2. 4.1.2 require you to answer questions intended to help us determine whether you have the necessary knowledge and experience to understand the risks involved in investing in Debentures.

   All information you give to us or the Third Party Authorised Firm and all confirmations of your status which you provide to us or the Third Party Authorised Firm at any time must be truthful – if there is any point you do not understand you can contact us using the details in clause 35 or (if relevant) you should raise the issue with the Third Party Authorised Firm. We will rely on statements, confirmations or answers to questions given by you to the Third Party Authorised Firm (and vice versa).

4.3 To become a Member via the Online Service, you must register for an Abundance Account by entering the following details:

1. 4.3.1 a username;
2. 4.3.2 a postcode;
3. 4.3.3 an email address;
4. 4.3.4 a password; and
5. 4.3.5 the answer to two security questions.

6.1 To be eligible to apply to use the Cash Account you must:

1. 6.1.1 where you are an individual, be permanently resident in the UK or an Eligible EEA Country and be over 18 years old;
2. 6.1.2 where you are not an individual, have a permanent place of business in the UK or an Eligible EEA Country and be duly incorporated, authorised, established or formed in accordance with the relevant laws and regulations of the UK or an Eligible EEA Country;
3. 6.1.3 not be resident, or have your permanent place of business or otherwise be incorporated or established in, any of the Channel Islands, the Isle of Man;
4. 6.1.4 not be a US Person or other Restricted Person;
5. 6.1.5 have a valid UK or EEA bank or building society account; and
6. 6.1.6 register your details as instructed on our Online Service at www.abundanceinvestment.com

16.2 Once the email referred to in Clause 16.1 has been sent, the Offering Party and the Counterparty are responsible for negotiating a contract for the sale of the Debenture(s) (“Transfer Contract”) by whatever means they choose. There is no prescribed form for a Transfer Contract, provided that it is in writing (including e-mail) and sets out the terms and conditions of the sale transaction, and includes at least the following information:

1. 16.2.1 name of Debenture Issuer;
2. 16.2.2 number of Debentures to be transferred;
3. 16.2.3 agreed price per Debenture.

18.1 You are solely responsible for the content and accuracy of any content you post on the marketplace. You should not use the marketplace in any of the following ways:

1. 18.1.1 in any way that causes, or in our view is likely to cause, the marketplace or access to it to be interrupted or damaged in any way;
2. 18.1.2 for fraudulent purposes, or in connection with a criminal offence;
3. 18.1.3 to send, use or reuse any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing; or in breach of copyright, trademark, confidence, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any “spam”;
4. 18.1.4 to cause annoyance, inconvenience or needless anxiety;
5. 18.1.5 as part of a business of buying, selling or dealing in securities — you use the marketplace as a private investor only; or
6. 18.1.6 to advertise or offer anything other than an expression of interest in buying or selling Debentures from or to other Members.

20.2 You may use any Cash Returns received in the Cash Account in respect of Debentures you own as follows:

1. 20.2.1 leave the money in the Cash Account to buy other Debentures; or
2. 20.2.2 transfer the money to your Nominated Bank Account.

24.1 You agree that Abundance is making no warranty or representation as to:

1. 24.1.1 the financial soundness or creditworthiness of any Issuer; or
2. 24.1.2 the ability of any Issuer to make either capital payments or interest payments; or
3. 24.1.3 the credit risk associated with any Issuer or Debenture; or
4. 24.1.4 the viability or profitability of the business of the Issuer or any project of the Issuer; and that we are in no way liable for the debts of any Issuer. You acknowledge that you are buying Debentures entirely at your own risk.

33.1 We may amend this Agreement (including introducing fees or charges which are subject to Clause 22.1) by giving you notice in accordance with this Clause 33. We will only make changes for the following reasons:

1. 33.1.1 Making the Agreement clearer and no less favourable to you;
2. 33.1.2 Providing for the introduction of new systems, services, changes in technology and products or (in relation to fees) changes in economic or commercial conditions;
3. 33.1.3 Rectifying any mistakes that may be discovered in due course;
4. 33.1.4 Reflecting a change in applicable law or regulation.

35.1 Abundance Investment Ltd (trading as “Abundance” and “Abundance Investment”) is:

1. 35.1.1 a private limited company incorporated in England and Wales with company number 07049166 and its registered address at Abundance Investment, Unit 16 Linen House, 253 Kilburn Lane, London, England, W10 4BQ.
2. 35.1.2 authorised and regulated by the Financial Conduct Authority with FCA registration number 525432. That authorisation covers arranging deals in investments such as Debentures.
3. 35.1.3 Our telephone number is 020 3475 8666.

35.5 For the purposes of United States tax law, a summary of the definition of US Person is:

1. 35.5.1 A citizen or resident of the United States
2. 35.5.2 A (US) domestic partnership
3. 35.5.3 A (US) domestic corporation
4. 35.5.4 Any estate other than a foreign estate

5. 35.5.5 Any trust if:

   1. 35.5.5.1 A court within the United States is able to exercise primary supervision over the administration of the trust,and
   2. 35.5.5.2 One or more United States persons have the authority to control all substantial decisions of the trust;
6. 35.5.6 Any other person that is not a foreign person for the purpose of US tax law.

35.6 For the purposes of US securities laws, a US Person is as defined in Regulation S (promulgated under the Securities Act of 1933) in Section 902(k)(1) namely:

1. 35.6.1 Any natural person resident in the United States;
2. 35.6.2 Any partnership or corporation organized or incorporated under the laws of the United States;
3. 35.6.3 Any estate of which any executor or administrator is a U.S. person;
4. 35.6.4 Any trust of which any trustee is a U.S. person;
5. 35.6.5 Any agency or branch of a foreign entity located in the United States;
6. 35.6.6 Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;
7. 35.6.7 Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

8. 35.6.8 Any partnership or corporation if:

   1. 35.6.8.1 Organized or incorporated under the laws of any foreign jurisdiction; and
   2. 35.6.8.2 Formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts.