Last Updated: July 2022
These Investor Terms and Conditions (“Investor Terms”) are entered into and between TrendScout (“TrendScout”, “we”, “us”, “our”) and any Investor as defined below:
TrendScout: Crowdfunding investment platform headquartered at 71-75 Shelton Street, London, WC2H 9JQ, which is registered with the Information Commissioners Office under registration reference ZA491380 and with company number 11534889 that provides services relating to the matching, connection, and arrangement of the investment by the Investor in equity or other securities in or offered by the Startup (“Investor Connections”, “Connection”, “Connections”) through our online Investor Community Platform (“Investor Portal”).
Investor: any person who wishes to subscribe to our connection services to invest or purchase equity or other securities offered by a Startup in response to a Pitch made by a Startup (“you”).
Startup: a company that has made a Pitch available to the Investor through our website.
The definitions contained under 2. Registration Process applies to these Investor Terms.
1.1. By agreeing to these Investor Terms, you acknowledge, understand, and agree that you have also read, understood, and agreed to:
1.1.3. Our Due Diligence Charter;
1.1.4. All the Capital at Risk Warning and other warnings and disclaimers before and after registration, login, and use of the Investor Portal; and
1.1.5. Any legal agreement presented on a Pitch (which may be with the Startup rather than TrendScout), specific to a particular Connection that an Investor expresses interest in investing in, including, without limitation, an advance agreement or other convertible instrument on a convertible pitch page; the applicable bond instrument on a mini-bond pitch page; or any relevant prospectus or information sheet or document that may be presented to Investors.
1.1 In the event of a conflict between these Investor Terms and any prospectus on a Pitch, the prospectus shall take priority.
1.2. To use the TrendScout Investor Portal, you acknowledge that you must successfully complete TrendScout’s onboarding process, including the Investor Assessment Questionnaire, where applicable. You understand and agree that TrendScout will rely on the responses and confirmations given as part of the onboarding process, which form part of the Investor Terms.
1.3. Investor Connections are not offered or open to the public in any jurisdiction. Your agreement to these Investor Terms signifies that you read, understood, and agree that the offer was not open to the public in any jurisdiction and that they are only able to connect with Startups, participate in conversations, and use the Investor Portal only after becoming a member of the Investor Portal. Registration and agreement to these Investor Terms allow membership, which TrendScout may terminate alongside and under these Investor Terms.
2.1. In registering on the Investor Portal (the “Registration Process”), you represent, warrant, and undertake that:
2.1.1. You are an individual who is at least 18 years old;
2.1.2. You are legally entitled to connect and invest in the investment opportunities listed; and
2.1.3. You are classified under any of the categories enumerated in clause 3.1.
2.2. You acknowledge that any investment opportunity is only available in a country or jurisdiction where it is lawful to access or receive investment offers and to make Connections and in circumstances where it is legal for you to receive the requests for Connections on TrendScout and where no local or national restrictions exist applicable to you, which would make viewing the Pitches or making Connections unlawful. You also acknowledge that Pitches are not offers to the public in the United States or other countries where such an offer may be illegal or require the Startup or TrendScout to be registered under such countries’ security laws or otherwise.
2.3. During the Registration Process, you must provide and undertake to provide TrendScout with:
2.3.1. Your full legal name;
2.3.2. Your current address;
2.3.3. Your valid and regularly checked email address; and
2.3.4. Any other information requested by TrendScout.
You also acknowledge, understand, and agree to keep the information mentioned above up-to-date and notify TrendScout of any changes accordingly.
2.4. Any email address supplied under clause 2.3.3. above will be verified through a verification email as part of the Registration Process. Temporary and otherwise artificial email addresses may result in your account being suspended or terminated, all Connections cancelled, and posts removed.
2.5. The act of complying with clause 2.3 above shall constitute an expressed written confirmation from you to TrendScout that the email address you provided may be used to receive notices or communications from TrendScout and any Startup in electronic form and to TrendScout or any Startup making information available on a website, and requesting that TrendScout provide a copy of this confirmation to the Startup.
2.6. You shall comply with such identification and other anti-money laundering requirements that TrendScout may require from time to time. In particular, TrendScout may require your identification and information about the sources of funds being provided by the Investor in Connections we consider in our sole discretion to be substantial.
2.7. You may make Connections for yourself and under your own legal name only and shall ensure that all Connections made through the Investor Portal are made exclusively on your own behalf.
3.1. Investors participating on TrendScout’s Investor Portal must classify themselves as either of the following investor categories following the FCA’s Conduct of Business Sourcebook Chapter 4.7:
3.1.1. Certified “High Net Worth Investor”;
3.1.2. Certified “Sophisticated Investor”; or
3.1.3. Self Certified as a “Sophisticated Investor
If you wish to change your classification, you must immediately notify TrendScout to request a different category.
3.2. You acknowledge that TrendScout will not supply confirmations of any Connections and/or resulting transactions and that the investment confirmation email (as outlined below and referred to as the “Cooling Off Email”) shall be sufficient and adequate reporting of the service of arranging the Connections and other related services provided by TrendScout following the FCA Handbook, Conduct of Business Rules, and with this consents to the same.
4.1. You will be entitled to place a revocable Connection request to a Startup in any pitch on the Investor Portal and our website for a period (“Connection Period”) ending on the date specified by the Startup on the Pitch.
4.2. Where a price is indicated on the Pitch (“Minimum Investment Amount”), any such revocable Connection request shall be in multiples of the indicated Minimum Investment Amount, which may be subject to alteration per clause 4.15 below.
4.3. The date of the Connection Period may be updated from time to time, and TrendScout reserves the right to end Pitches early or extend the Connection Period at its absolute discretion.
4.4. The subscription or purchase agreement for the investment is exclusively between the Investor and the Startup such that the offer from the Investor is to the Startup and not to TrendScout. The Startup may accept or reject any order until the period set out in the Cooling Off Email expires, as in clause 4.6 below.
4.5. The Investor shall make payment arrangements to ensure that the subscription or purchase price and the Investment Fee (collectively, the “Total Investment”) is paid following clause 6.13 below. This may require you to agree to a payment service provider’s terms and conditions or provide satisfactory evidence of payment to TrendScout. You are responsible for ensuring that any such payment arrangements are established and maintained and that monies are transferred per clause 4.13 below.
4.6. If a Connection is Successful, the Startup will instruct TrendScout to circulate a copy of the Startup’s proposed articles of association or relevant constitutional documents, shareholder’s agreement and convertible instrument (if applicable) to each Investor by email titled “Review your investment in” followed by the name of the Startup (the “Cooling Off Email”) and to request that each Investor either cancel their Connection request by informing TrendScout by email within the period specified in the email if they no longer wish to proceed with the Investment.
4.7. You acknowledge, understand, and agree that it is your responsibility to review the Cooling Off Email and any attached documents carefully.
4.8. If TrendScout receives no cancellation request by email from the Investor within the period specified in the Cooling Off Email, the Investor will be deemed to have confirmed their order, and the Startup will accept their order. Such an order will become a legally binding contract to invest between the Startup and the Investor upon expiry of the period set out in the Cooling Off Email (“Investment Contract”), with completion of the Total Investment conditional upon the Startup receiving payment from the Investor and subject to the completion conditions set out in clause 4.10 below.
4.9. If, for any reason, the Cooling Off Email is not received by an Investor or an Investor’s response to the Cooling Off Email is not received by TrendScout (whether this is known or notified to TrendScout or not), otherwise than as a result of fraud or gross negligence by TrendScout, TrendScout shall not be liable to the Investor or the Startup for any losses, claims or damages suffered by the Investor and TrendScout shall be entitled to proceed on the assumption that the Investor has received the email and wishes to proceed with the Investment.
4.10. Subject to clause 4.10, the Investment Contract between the Investor and the Startup is subject to the following completion conditions:
4.10.1. where a minimum target has been identified on the Pitch, at least 90% of the initial target investment amount set out on the Pitch shall be received by the Startup from the Investor unless TrendScout determines, in its absolute discretion, that the investment amount confirmed or received is adequate in the circumstances. Startups that are subject to the European Crowdfunding Regulation, regardless of their country of origin, shall receive from Investors 100% of their Minimum Investment Amount;
4.10.2. the Warranties being authentic and there being no actual or contemplated material change to the Startup or the investment round, either before or after the expiry of the Cooling Off Email and before the issue of the equity to the Investors (whether change is material to be determined by TrendScout in its sole discretion);
4.10.3. confirmation of satisfaction of any specific conditions set out in the Legal Review or EU Legal Review; and
4.10.4. payment of all fees and commissions from the Startup to TrendScout.
4.11. TrendScout (and not the Startup or Investor) has absolute discretion to determine whether the conditions set out in clause 4.10 above are satisfied at any time during the completions process before the issue or transfer of equity to the Investor by the Startup. If TrendScout determines a condition is not met, TrendScout may, in its absolute discretion:
4.11.1. recirculate the Cooling Off Email to Investors to include, as required TrendScout, the articles of association, relevant constitutional documents, shareholder’s agreement and convertible instrument (if applicable) of the Startup alongside a disclosure statement detailing the failed condition. This email shall also request that each Investor inform TrendScout within the time specified in the email if they no longer wish to proceed with the Investment. If TrendScout receives no response from the Investor within the stated period, you will be deemed to have confirmed your order in the same manner as clause 4.6 and subject to clauses 4.9 and 4.11; or
4.11.2. determine that the investment opportunity is cancelled, either before or after the expiry of the period in the Cooling Off Email. In these circumstances, if the period set out in the Cooling Off Email to Investors has expired, the contract to invest shall not be complete, and there shall be no legally binding contract. Clause 4.15 shall apply in these circumstances.
4.12. If a Connection is Successful when the Investors places an order to subscribe or purchase equity in a Startup, and subject to non-revocation at the expiry of the Cooling Off Email, an agreement shall then subsist between the Investor and the Startup, or a third party on behalf of the Startup, to transfer the Total Investment from the Investor to the Startup. Equity units in the Startup will be issued or transferred to the Investor by the Startup.
4.13. If a Connection is not Successful or the order is not completed for any reason, the Investor’s order will not be transferred to another Startup, and no substitute service will be provided. The Investor confirms that should a Startup not ultimately attain the stated desired target level of investment as set out in its Pitch (“Target Raise Amount”), as a result of withdrawals after the expiry of the Offer Period or failure by other Investors to transfer the Total Investment fee, neither the Startup nor TrendScout is required to inform the Investor of this failure. The Investor may still be required to purchase the equity ordered, provided the conditions in clauses 4.8 and 4.10 are met. If the conditions in clauses 4.6 and 4.10 are not satisfied for any reason, the Investment Contract will not be complete, and TrendScout will use its reasonable endeavours to arrange for the Startup to cancel the investment made by the Investor and, if the Total Investment has already been made, require the Startup to return the Total Investment to the Investor. The Investor consents to TrendScout releasing such information as is reasonably necessary to the Startup to allow such return of the Total Investment, and you undertake to co-operate with TrendScout and the Startup, including any transaction fees or charges, to facilitate the cancellation of the Connection and the return of the Total Investment Fee.
4.14. The Total Investment shall be the amount you indicate as part of your revocable Connection on the Pitch, less any fees (and stamp duty where applicable and stated on the Pitch in the Cooling Off Email) due under these Investor Terms unless adjusted under these Investor Terms. In the event of any required adjustment, including, without limitation, as a result of a change of valuation or error, an updated Minimum Target Amount shall be supplied in the Cooling Off Email or in Legal Review or EU Legal Review, and the Total Investment Fee shall be revised down to the nearest whole equity multiple. Where an Investor has pre-authorised any payment through a third-party payment provider, the cost taken shall also be revised to the new Total Investment amount.
4.15. The terms relating to providing any rewards or incentives for investment advertised on the Pitch shall constitute part of the agreement between you and the Startup according to clause 4.8. TrendScout shall not be responsible for providing such rewards and shall not be liable for any delay or failure of the Startup in providing such rewards or incentives.
4.16. The Startup makes the Warranties to you. TrendScout accepts no responsibility for enforcing any Warranties. Any Investor who seeks to enforce any of the Warranties shall bear all costs incurred with such enforcement.
4.17. At any time before the expiry of the Cooling Off Email, TrendScout may cancel any Connection made by the Investor if we deem, in our absolute discretion, malicious or otherwise detrimental to the Startup or TrendScout. This includes, without limitation, Connections placed to disrupt or cause the closure of the Startup’s Pitch where the Investor has no intention of paying the Total Investment Fee. The Investor shall indemnify TrendScout for any loss, liability, cost or expense incurred by TrendScout in connection with removing a Connection under this clause.
4.18. If you are connected with the Startup, you shall be deemed to have waived any right you may have to cancel your Connection under clause 4.5. In this clause, 4.18, “connected with” means being:
4.18.1. a director of the Startup;
4.19.2. a person named in the “Team” section of the Startup’s Pitch; or
4.19.3. a spouse, Civil Partner, parent, child, sibling of any person included in
the categories set out in clauses 4.19.1. and/or 4.19.2.
5.1. You are encouraged to ensure that arrangements are put in place for their next of kin to be informed of their order and the TrendScout process and that instructions are provided to enable your Connection request to be withdrawn before it is converted to an irrevocable order on the occurrence of your death, insolvency, or incapacity.
5.2. TrendScout accepts no responsibility or liability for Connection requests not being withdrawn before being converted to an irrevocable Connection request through the failure of the Investor to put in place such an arrangement or the failure of the next of kin to communicate a withdrawal.
5.3. Investors, in accordance with clause 5.1, their next of kin, are entitled to withdraw their order before it becomes an irrevocable Connection request upon the expiry of the Cooling Off Email as set out in clause 4.5 above.
6.1. You acknowledge, understand, and agree that, as a consequence of them becoming a shareholder or beneficial owner of a Startup, you shall be subject to the provisions of the Startup’s articles of association or other constitutional documents of the Startup (which constitute an agreement between each of the Startup’s shareholders and between the shareholders of the Startup itself), convertible instrument (if applicable), bond instrument or any other documents indicated to the Investor in the Legal Review, EU Legal Review or Cooling Off Email (collectively, “the Startup’s Constitutional Documents”).
6.2. The Startup’s Constitutional Documents will include certain restrictions on the equity or other securities, and obligations will attach to such equity or other securities.
6.3. The articles of association will be in substantially the form notified to you by TrendScout in the Cooling Off Email referred to in clause 4.6 above and/or as set out on the Pitch and may be subject to other documentation or disclosures.
7.1. You acknowledge, understand, and agree that TrendScout’s affiliates and/or the proprietors, officers or employees of TrendScout and/or such affiliates may consider expressing interest or subscribing for or purchasing equity in the Startup. If you become aware of this, you agree not to rely upon the same in deciding whether to Connect with a Startup and confirm that any decision to Connect with a Startup is not based upon any representation, information, action, omission, or otherwise of TrendScout, its subsidiaries or affiliates or the proprietors or employees of TrendScout, its subsidiaries or its affiliates.
7.2. You acknowledge, understand, agree, and accept that the Investor Portal, which is intended as a service to Investors to put them in contact and connect with Startups, and also that TrendScout’s investigation of the Startups and the content of their Pitches is limited as set out in the Due Diligence Charter, and accordingly TrendScout makes no warranty or representation and assumes no liability in respect of the Startups or the content of their Pitches or posts in the Investor Portal. You must assess the viability, accuracy and prospects of the Startups, their Pitches, and any relevant investment propositions and should consult their professional advisers should they require any assistance in making such an assessment or should you require any services whatsoever in connection with TrendScout. In particular, your attention is drawn to the disclaimer, risk warning and regulatory notice on each Pitch.
7.3. You warrant, represent, and undertake to TrendScout that you:
7.3.1. have categorised yourself correctly under clause 3.1;
7.3.2. shall comply with any terms and conditions with the use of the Investor Portal, and in particular, undertakes not to post anything illegal, defamatory or inappropriate material or advice to invest and acknowledges that TrendScout will, in its absolute discretion, have the power to determine whether posts by you or Investors breach this clause 7.4 or are otherwise inappropriate and may be removed by TrendScout.
7.4. You acknowledge, understand, and agree that TrendScout does not provide you with any advice or recommendations concerning investments. Nevertheless, it is typically considered prudent for you to consider spreading your risk over multiple investments, and TrendScout encourages this approach.
7.5. TrendScout has concluded that the Pitch, taken as a whole in the context of the above, is fair, transparent and not misleading. You acknowledge, understand, and agree that TrendScout has reviewed any factual statements included within the Pitch and obtained evidence of their accuracy from the Startup. You further acknowledge, understand, and agree that TrendScout has completed or will complete the steps outlined in the Due Diligence Charter (as may be amended from time to time). However, your attention is drawn to the fact that the evidence is obtained from the Startup itself and has not been audited by TrendScout, which means that it may contain inaccuracies, be incomplete or be a forgery.
7.6. You acknowledge, understand, and agree that TrendScout has checked that aspirational statements within the Pitch are phrased appropriately in light of their speculative nature. However, you acknowledge, understand, and agree that the Startups have high ambitions which may be unachievable or exaggerated. You, therefore, accept, understand, and agree that TrendScout may approve statements that convey those ambitions even where it does not believe or does not have a view on whether they will likely be fully realised. You acknowledge, understand, and agree that TrendScout encourages you and all Investors to consider the information provided in the context it is being provided.
7.7. You acknowledge, understand, and agree that TrendScout makes no representation, warranty or undertaking relating to any claims made by Startups, including, without limitation, that the Startups and Investment will qualify for or be subject to any tax benefits such as EIS and SEIS or that these tax benefits are pending approval of HMRC. You acknowledge, understand, and agree that tax benefits may change or be disqualified shall not hold TrendScout liable for any loss arising as a result of a tax benefit including, without limitation, EIS or SEIS not applying to an Investment, including without limitation in circumstances where tax has been ‘clawed back’ from you or any Investor by HMRC.
7.8. You acknowledge, understand, and agree that tax treatment depends on the individual circumstances of each Investor and may be subject to change in the future.
7.9. Nothing in these Investor Terms shall exclude or limit liability for death or personal injury resulting from the negligence of either party, their agents, or employees nor for fraud by or on behalf of either party. Nothing in these Investor Terms shall limit any liability to the extent that liability may not be excluded or limited by any applicable law or regulation.
7.10. Except for clause 7.10 above, TrendScout’s liability (which shall include TrendScout’s affiliate or group companies, including Circle 42 Ltd; and directors, officers, and employees of Circle 42 Ltd.) in contract, tort, negligence, pre-contract or other representations or otherwise arising out of these Investor Terms or the performance of its obligations under these Investor Terms shall be limited in aggregate to the lesser of (a) the Total Investment Fee you invested to a Startup as a result of a Connection on the Investor Portal up to the date of the event leading to the claim; or (b) £1,000 or the equivalent in euros.
7.11. TrendScout shall not be liable in contract, tort (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise under these Investor Terms for (a) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings); or (b) any special, indirect or consequential losses; whether or not such losses were known to the parties at the commencement of these Investor Terms.
8.1. Subject to clause 8.2, you may terminate these Investor Terms on seven (7) business days written notice to TrendScout.
8.2. If an Investor has an outstanding or incomplete Connection request for any Startup which has not been resolved under clause 4, you may only terminate these Investor Terms if they have:
8.2.1. served written notice by email on TrendScout; and
8.2.2. withdrawn your Connection request from the ongoing Pitch via the Investor Portal or by responding to the confirmation email confirming your withdrawal.
If you have an outstanding or incomplete Connection request that has become binding under these Investor Terms, you cannot terminate these Investor Terms.
8.3. TrendScout may terminate these Investor Terms at any time if:
8.3.1. you breach any or all of the clauses in this Investor Terms; or
8.3.2. we suspect you have been involved in any criminal or otherwise improper activities.
8.4. If TrendScout terminates these Investor Terms under clause 8.3 whilst the Investor placed a Connection request that has not been completed by the issue of equity in the relevant Startup, TrendScout reserves the right to inform the Startup of the termination and take such steps as are necessary to ensure that the Investor’s request is not completed.
8.5. Clauses 4, 5, 6, 7, 8.5, 8.6, 10, 13, 14, and 15 shall survive termination of these Investor Terms has made a Connection request or has invested in a Startup as a result of a Connection through TrendScout then any clause in these Investor Terms that are required to administer that investment under these Investment Terms or regulatory requirements shall also survive termination.
9.1. Should an Investor have any complaints or queries about the services provided by TrendScout on these Investor Terms, they should contact TrendScout on 0203 372 4223 or write to TrendScout at 71-75 Shelton Street, London, WC2H 9JQ or by sending an email to firstname.lastname@example.org.
9.1.1. Complaints may be addressed directly to the UK Financial Ombudsman Service.
9.1.2. Communications under clause 9.1 shall be in the English language.
No failure or delay by a party to exercise any right or remedy provided under these Investor Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
Nothing in these Investor Terms is intended to or shall be deemed to establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
12.1. The provisions of these Investor Terms shall not be assigned, transferred, mortgaged, charged, or otherwise encumbered by the Investor without the written consent of TrendScout and the Startup. TrendScout may assign these Investor Terms without restriction, subject to compliance with applicable law and regulation.
12.2. No variation of these Investor Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives) and the Startups. Any clause deemed invalid or unenforceable shall not impact the remainder of these Investor Terms, which shall remain in force.
13.1. Any notice or other communication required to be given to a party or the Startup under in connection with these Investor Terms shall be written and shall be delivered by hand or sent by pre-paid first-class post or other next working day delivery service at its principal place of business or residential address, or sent by email to email@example.com.
13.2. 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 working 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.
This agreement does not confer any rights on any person or party according to the Contracts (Rights of Third Parties) Act 1999 other than the parties to it, except that the Startup will be entitled to enforce all its rights and benefits under these Investor Terms at all times.
15.1. These Investor Terms and any dispute or claim arising in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed under the law of England and Wales.
15.2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Investor Terms or its subject matter or formation (including non-contractual disputes or claims).
15.3. These Investor Terms can be translated from time to time. The English version shall prevail if there is a conflict between the English text and a translation.
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