1. INTRODUCTION

1.1. Maydan Capital Ltd ('Maydan Capital’, ’we’ or ’us’) is an appointed representative (FRN: 963613) of Wahed Invest Ltd (FRN: 833225), an authorised and regulated firm by the Financial Conduct Authority.

1.2. We operate a Platform for investment in shares, debt securities and other investments (‘Investments’) as set out in these Terms and Conditions.

1.3. When a person (’you’ or ’Investor’) submits an application to become an Investor on our Platform, you accept, and to the extent appropriate, undertake to comply with, these Terms and Conditions, and they form the basis of a binding agreement between you and us consisting of:

1.3.1. these Terms and Conditions; and

1.3.2. the Fee Schedule;

(together, the ’Platform Agreements’).

1.4. In addition to the Platform Agreements, we may offer services or products or make available Investments which are subject to additional terms and/or documentation, e.g. an Investment Agreement.

1.5. While we require Fundraising Companies to register as Investors (and be subject to these Terms and Conditions), we will enter into separate terms with Fundraising Companies and these separate terms will prevail as between us and such Fundraising Company in the event of inconsistency with these Terms and Conditions.

1.6. The Glossary in the Schedule to these Terms and Conditions sets out the definitions of words and phrases used in these Terms and Conditions and gives the rules for interpreting them.

1.7. For the purpose of FCA Rules, the Platform Agreements, including these Terms and Conditions, are our client agreement with you. Please read these Terms and Conditions, and the remainder of the Platform Agreements, carefully and print a copy for your future reference. A link to the latest version of these Terms and Conditions for you to download or print (and the amendment history) will also be available under your account settings.

1.8. We will regard the Platform Agreements as setting out all the terms agreed between you and us with respect to your use of the Platform. If you do not agree with these Terms and Conditions, or any other aspect of the Platform Agreements, please do not make any further use of the Platform. Please contact us by e-mail at support@maydancapital.com if you have any questions about these Terms and Conditions and we will try to get back to you within 3 Business Days.

 

2. REGISTERING AS AN INVESTOR

2.1. To register as an Investor on our Platform, you must:

2.1.1. If you are an individual, be at least 18 years old, and provide us with the identification documentation we request;

2.1.2. If you are not an individual (for example you are a company), provide us with such confirmations of status or other documents as we may require.

2.2. By registering as an Investor, you confirm that:

2.2.1. You are not breaching any requirement of Applicable Law binding on you in the country or state where you are located or resident;

2.2.2. You have read and understood the non-exhaustive risk warnings at clause 10 of these Terms and Conditions as well as those set out on the Platform, and are prepared and able to accept the risks of investing via our Platform;

2.2.3. If you are not an individual (for example, you are a body corporate) you confirm that you have the appropriate internal and any external, including regulatory, if required, authorisation to enter into the Platform Agreements; and

2.2.4. Except as specifically agreed with us, you invest on your own account and not on behalf of any third-party Investor. You confirm that unless we agree otherwise, you are not acting as trustee, broker, investment manager or in any other capacity as representative of a third party.

2.3. Before we accept you as an Investor, you must provide us with certain confirmations of your status and must answer to our satisfaction questions which we put to you to ascertain your knowledge, experience and understanding of risks of investing via our Platform.

2.4. We may, in our discretion, ask further questions or apply other tests in respect of particular Investments.

2.5. It is essential that you provide accurate and truthful information in response to any questions we may ask you and any declarations which we may ask you to give when you register as an Investor.

2.6. Subject to Applicable Law, we may in our discretion refuse to allow you to use the Platform and/or may refuse to make certain Investments available to you and shall not be obliged to give any reasons for our refusal.

2.7. We may make such further enquiries or obtain such further documents in connection with your application to use the Platform as we consider appropriate (including any that are referred to in clause 13 of these Terms and Conditions).

2.8. You must keep any Security Details required to access the Platform safe at all times and should not disclose them to any third party. You must tell us immediately if there is any breach of security, loss, theft or unauthorised use of the Security Details. You will be responsible for any use of the Security Details where you have allowed another person to use them deliberately, negligently or in breach of these Terms and Conditions and any other aspect of the Platform Agreements.

 

3. CATEGORISATION - RETAIL OR PROFESSIONAL CLIENTS

3.1. Unless specifically agreed otherwise, we will categorise you as a retail client for the purposes of FCA Rules.

3.2. Where we specifically agree, and where permitted to do so by FCA Rules, we may categorise you as a professional client. Where we do so, you must inform us of any changes in your circumstances which might affect our categorisation of you.

3.3. Where we reasonably consider it appropriate in accordance with FCA Rules, we may propose to you a different categorisation.

3.4. You may also request a different categorisation. We will consider any request you may make to be categorised in a different way but are not obliged to agree to any change in how we have categorised you.

3.5. We will treat you as a retail client. This means that you will have the highest level of protection under the rules made by the Financial Conduct Authority (the “FCA Rules”). You will also have the right to take any complaint which you cannot settle with us to the Financial Ombudsman Service. You may at any time ask us to re-categorise you as a professional client, but it is not our general policy to re-categorise retail clients and we can reject your request if we feel that you do not meet the requirements of a Professional Client. When we refer to the FCA and the FCA Rules, we also mean any regulator which may replace the FCA and the rules it may make to regulate our business.

 

4. 4. SERVICES PROVIDED VIA PLATFORM

4.1. The Services we provide via the Platform are to enable:

4.1.1. Fundraising Companies to raise funds;

4.1.2. Investors to invest, directly or indirectly, in Investments

4.2. Where you are registered as an Investor, you may view information about Offers available on our Platform.

4.3. The Investments made available to you via the Platform may include:

4.3.1. Nominee structure – shares in the Fundraising Company are held in custody for you by Maydan Capital Nominee in accordance with the terms set out in clause 6.

4.3.2. A direct investment structure – you will be registered directly as shareholder or other relationship with the Fundraising Company or issuer of the Investment; and

4.3.3. Such other investments (which may include funds or collective investment undertakings) as we may specify.

4.4. If you choose to invest, you will be required to enter into one or more Investment Agreements relating to your Investment. If the terms of any Investment Agreement are inconsistent with these Terms and Conditions, then the Investment Agreement shall take priority in relation to that Investment.

4.5. Before entry into any Investment, you may be required to answer further questions relating to your investment knowledge and experience and may be required to agree to specific documentation relating to that Investment.

4.6. We will comply with FCA Rules in relation to any information or material posted to the Platform, including taking reasonable care to ensure that it is clear, fair or not misleading. We do not provide  any advice on the merits of investing in any Investment made available via the Platform nor do we make any personal recommendation as to investment via the Platform. You should take such relevant advice as is appropriate in your circumstances. If you are unsure of any investment decision you should seek a professional financial adviser.

 

5. CLIENT MONEY AND INVESTMENTS

5.1. In order to invest via the Platform, you must have deposited sufficient funds, using the payment methods specified on the Platform.

5.2. Funds deposited will be held as Client Money in accordance with FCA Rules including CASS.

5.3. Any amount received on your account (including any dividends or other returns on any Investment) will also be held as Client Money in accordance with CASS.

5.4. Client Money will be held in a segregated account. Unless otherwise specifically agreed, no interest will be paid in respect of Client Money.

5.5. Where Client Money is held for you, we will open a Wallet for you. The Wallet will reflect:

5.5.1. Client Money held for you; and

5.5.2. Investments held by you

5.6. When you agree to a proposal to invest, the amount of Client Money will be blocked in your Wallet, which means that it may not be used for any other purpose or withdrawn unless the Investment does not proceed.

5.7. Where you have agreed to invest and there are insufficient funds in your Wallet to cover the Investment, you must transfer sufficient funds within the time specified in the relevant Investment Proposal. If you fail to do so, we may regard this as a material breach of these Terms and Conditions and may terminate these Terms and Conditions in accordance with clause 14.

 

6. NOMINEE AND CUSTODY ARRANGEMENTS

6.1. Where we hold shares and other Investments on your behalf, this will be done in accordance with CASS Rules. This will not normally apply if you invest via a direct investment structure in accordance with clause 4.3.2.

6.2. We will identify, record and hold all clients’ Investments separately from any of our own investments and other assets, and in such a way that we can identify the assets at any time.

6.3. Wherever practical to do, the shares and other Investments will be held by Maydan Capital Nominee and where this is the case the Nominee will hold the Shares and other investments as nominee upon trust for the Investor. However, depending on the location of the Fundraising Company, Investments may be held by a third party (including a custodian or depositary) where to do so is consistent with Applicable Law and local market practice. We will decide, depending on Applicable Law and market practice in the relevant jurisdiction, whether your Investments are to be registered or recorded in our name or in the name of the Maydan Capital Nominee or in the name of a Relevant Third Party.

6.4. The legal or regulatory requirements and market practices that apply in each jurisdiction for the separate identification and segregation of the Investments may be different. This may have any of the following consequences:

6.4.1. Investments held by a Relevant Third Party who is subject to insolvency (or any similar proceedings) may not be treated in the same way as they would be if they were held by Maydan Capital or the Maydan Capital Nominee. For example, a Relevant Third Party (or an insolvency practitioner appointed to deal with the assets of the Relevant Third Party) may claim to have a lien or other security interest in respect of the Investments.

6.4.2. Investments held by Maydan Capital or the Maydan Capital Nominee but located in a jurisdiction other than the jurisdiction of Maydan Capital or Maydan Capital Nominee, may not be segregated and separately identifiable in the same way as they would be if they were held in the jurisdiction in of Maydan Capital or Maydan Capital Nominee. This means that, in the event of a failure, the Investments may not be as well protected from claims made on behalf of general creditors.

6.5. Investments held on your behalf may be pooled with the Investments of other clients. We will keep records to show that your Investments are held on your behalf and do not belong to us. You will nevertheless not be registered as the owner of the relevant Investment on the records of the issuer of that Investment. Where there is an un-reconciled shortfall in assets held (for example in the insolvency of a third party holding those assets) you may share proportionately in that shortfall with other clients.

6.6. We will not be liable for any losses that you may suffer should any third party which is not an Affiliate become insolvent, or if any of your assets held by a Relevant Third Party or Maydan Capital Nominee are not adequately protected, unless we have failed to exercise due skill, care and diligence in selecting or retaining that third party.

6.7. Provision of information to, and exercise of rights by Investors shall be in accordance with the relevant Investment Agreement.

 

7. RESTRICTIONS RELATED TO TRANSACTIONS

7.1. We may, in our discretion, impose daily restrictions on transactions which can be entered into using the Platform, including size limits for transactions or not permitting any transactions on any given day or for any specified period.

 

8. CANCELLATION

8.1. If you are a Consumer you will have a right to cancel your agreement with us as constituted by the Platform Agreements within 14 days of entering into it by giving us notice to the contact details given in clause 23. If you cancel your agreement with us, all funds you have paid will be returned to you provided you have not agreed to make an Investment. This is done by sending Maydan Capital written notice of the cancellation to support@maydancapital.com.

8.2. You agree that you will have no right to cancel an Investment once you have agreed the terms of an Investment Agreement.

 

9. FEES AND CHARGES

9.1. You must pay Fees and Charges in the amount and with the frequency specified in the Fees Schedule and/or any Investment Agreement.

9.2. We may deduct Fees due to us or any third party from any money received in respect of any Investment, money held for you on the Client Money Account or by liquidating any funds that you hold in your Wallet.

9.3. If you have not paid us any amount to us when due following our written reminder you must additionally pay us a late fee at a rate equal to the base rate of the Bank of England plus 2% together with any costs and expenses (including for our internal management time) which we reasonably incur in recovering this amount.

9.4. You should be aware that you may also incur fees and charges in connection with your use of a payment service provider or bank. You should check these with your payment service provider or bank.

9.5. All sums payable under the Platform Agreements are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question. They also include any stamp duty tax, stamp duty reserve tax or other similar taxes that may be payable on the trading and transfer of Investments.

 

10. RISKS

10.1. Investing via our Platform is inherently risky. You should consider the risks set out in the Risk Warning Notice and in the Offer Materials before deciding to invest or trade via our Platform, acknowledging that the risks as set out therein are designed to provide a point of reference but may not be exhaustive, and that by proceeding to invest, you undertake to us that you have made your own assessment of the risks involved in investing.

10.2. If you invest via our Platform you should ensure that this is part of a diversified portfolio, containing different types of investments with varying characteristics and risks.

10.3. You should carefully consider your own tax position and seek independent appropriate advice on the tax consequences of investing via our Platform.

10.4. We can answer any questions you may have as to the factual and operational aspects of our Platform but at no time will we provide investment, financial, legal or taxation advice to any person. If you need advice as to whether any Investment on our Platform is suitable for your personal circumstances, you should consult an independent personal adviser who is experienced in advising on Investments of this kind.

10.5. Company equity (also called company shares) has the following specific risks:

10.5.1. share prices can go down as well as up – this is particularly so for smaller companies, as the combination of both less shares and less buyers of those shares means the share price can change more rapidly;

10.5.2. dividend growth is not guaranteed, nor are companies obliged to pay a dividend to you as an investor;

10.5.3. companies may go insolvent rendering the shares you hold valueless;

10.5.4. the company’s earnings generally may be volatile; and

10.5.5. for smaller companies, shares may not obtain their full value on sale if there is difficulty finding a buyer for those shares.

10.6. Overseas investments: these have the risk that they are priced in a currency other than pound sterling (this being the currency of your initial investment). If the exchange rate between pound sterling and other overseas currency changes, such that the same value of overseas currency is worth less pounds sterling, this will cause your investment to lose value. Conversely, the opposite may happen, in which case there will be an increase in the value of your investment. Please note that the effect of investing overseas is separate to and in addition to the actual investment itself.

10.7. Investments in emerging markets: have, in addition to the risks involved in investing overseas, significant political, regulatory and economic risks. These may differ in kind and degree from the risks presented by investments in the world’s major markets. These investments have a greater risk of a sudden fall in value, for example if there is difficulty selling them, or as a result of governmental interference.

10.8. Please note that there may be other risks in addition to those outlined above in relation to your investment, and there may be further risks that arise in the future.

10.9. If the Fundraising Company becomes insolvent you may lose some or all of your capital. If you are in any doubt about the contents of the Maydan Capital Platform or any offer document and/or the action you should take, you should immediately consult an independent financial adviser duly authorised under the FSMA (as amended) who specialises in advising on the acquisition of Non-Readily Realisable Securities.

10.10. 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.

 

11. CONFLICTS OF INTEREST

11.1. Maydan Capital will always endeavour to act in your best interests as Maydan Capital's client. However, circumstances can arise where Maydan Capital or one of Maydan's other clients may have some form of interest in business being transacted for you. If this happens or Maydan Capital becomes aware that Maydan Capital’s interests or those of one of Maydan Capital’s other client’s conflict with your interests, Maydan Capital will act in accordance with its Conflicts of Interest policy (a copy of this is available upon request). An example is that we perform services for both Fundraising Companies and Investors.

11.2. Under Applicable Law, we must have in place arrangements with a view to taking all reasonable steps constituting or giving rise to a material risk of damage to the interests of our clients. Details of our conflicts of interest policy are available at our Webpage.

11.3. If a conflict of interest arises, we shall not be obliged to disclose or take into account any information or other matter which comes to our notice or the notice of any Affiliate or any of the employees, directors, agents of us or any Affiliate:

11.3.1. Where we reasonably believe that this would be a breach of any duty of confidentiality owed to such person; or

11.3.2. Which does not come to the actual notice of the individual providing the service in question.

11.4. Maydan Capital has a compliance department which is responsible for ensuring that Maydan Capital’s control structures and procedures are adequate to ensure compliance with all relevant laws, regulations, codes and practices relating to Maydan Capital's business activities. Maydan Capital are committed to operating in the best interests of Maydan Capital's clients and managing conflicts of interest fairly. Where there is a conflict of interests, Maydan Capital will not knowingly deal unless Maydan Capital have taken reasonable steps to ensure fair treatment for its clients.

 

12. YOUR DATA

12.1. With respect to the data submitted by you, you undertake to:

12.1.1. update the registration and profile information and to keep it current and accurate;

12.1.2. post through the Platform only content that you own, have created, or which you have clear permission to publish; and

12.1.3. be responsible for the content you upload, post, email, transmit, or otherwise make available on or through the Platform;

12.2. You also acknowledge and agree that subject to Applicable Law:

12.2.1. we do not endorse any Investor’s content and are not responsible or liable for any such content, even though it may be unlawful, harassing, defamatory, privacy-invading, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable, or may infringe upon the intellectual property or other rights of another; and

12.2.2. we do not have an obligation to pre-screen any content. However, we have the right (but not the obligation) in our sole discretion to refuse, edit, move, or remove any content that is submitted on or through the Platform.

12.3. When acting as an Investor, you agree that some content regarding you or the syndicate may be made available to the public through our Website.

 

13. SERIOUS CRIME AND FINANCIAL SANCTIONS

13.1. Maydan Capital has obligations under Applicable Law in relation to the prevention of serious crime and in relation to international sanctions.

13.2. Included in our responsibilities under Applicable Law are obligations to ascertain essential information concerning our clients and others with whom we have a business relationship and making reports to agencies involved in the prevention, investigation, prosecution and enforcement of such measures.

13.3. You agree promptly to provide any information we may require in relation to the matters set out in this clause 13.

 

14. TERM AND TERMINATION (i.e. ending the Agreement)

14.1. The agreement between us constituted by the Platform Agreements shall continue in force until either party terminates it (i.e. ends it) in accordance with this clause 14.

14.2. You may terminate the Platform Agreements at any time by notice to us given in accordance with clause 18.

14.3. We may terminate or suspend the Platform Agreements by notice to you if:

14.3.1. You breach any part of any Investment Agreement or any of the Platform Agreements (including these Terms and Conditions) to an extent that we would regard as material;

14.3.2. We reasonably consider that we are required to end the Agreement under Applicable Law;

14.3.3. We suspect you have been involved in fraud, money laundering or other illegal activities;

14.3.4. You are or become a citizen or resident of any country or territory where we reasonably believe we cannot provide Services (or where we do so may lead to significant detriment to us);

14.3.5. You use the Services in any of the following ways:

14.3.5.1. In a way that causes, or is in our view likely to cause, the Services or access to them to be interrupted or damaged in any way;

14.3.5.2. To send or reuse material which is illegal, offensive, abusive, indecent, obscene, defamatory or menacing;

14.3.5.3. To send or reuse material in breach of copyright, trademark, confidence, privacy or other intellectual property right; and/or

Which consists of or contains software, viruses, political campaigning, commercial solicitation chain letters, mass mailings or spam;

14.3.5.4. In a way which we consider may cause annoyance, inconvenience or needless anxiety to other users.

14.4. If we terminate your Investor status, we may (subject to Applicable Law) limit your access to the Services in a way that we only accept outgoing payments and/or selling instructions and/or transfer of the Investments and do not permit you to make further Investments or purchases.

14.5. If following termination in accordance with this clause 14, you have not submitted respective instruction(s) within a reasonable time or such time as specified by us, we reserve the right to sell your Investments on the Marketplace at the best price which in our reasonable opinion can be reasonably obtained at that time. The funds from the sale of the Investments shall be delivered to your cash account known to us or, as the case may be, held by us until you send us information about your valid cash account. You also agree, that we can deduct from any proceeds received any sums which we reasonably consider to be due to us under any of the Platform Agreements or any Investment Agreement (including any amount we reasonably consider to be due to us under clauses 17.1 and/or 17.2) and any reasonable expenses we may incur (including banking fees) in relation to termination.

14.6. In the event of your death, we will comply with the applicable law governing your estate. We will be authorised to act in accordance with any reasonable instructions given to us by any person(s) acting in any legal capacity as your representatives on death, on production by them of appropriate identifying material authorising them to act in this capacity. We will not, however, permit such persons to make further Investments and will only accept their instructions in relation to withdrawal of cash and sale of Investments.

 

15. AMENDMENTS (changing the Agreement)

15.1. We may change the terms of the Platform Agreements, including these Terms and Conditions, by notice to you or by posting the amended version on the Platform.

15.2. We will normally only make changes in the following circumstances:

15.2.1. to reflect significant changes in law or regulation which have been made or which we expect to happen;

15.2.2. to reflect changes in external market rates or currency rates;

15.2.3. to introduce new measures to protect us against fraud or financial crime;

15.2.4. to change our contact details;

15.2.5. to put right any obvious mistakes;

15.2.6. to reflect other legitimate cost increases or reductions associated with providing our Services to you;

15.2.7. where we reasonably believe that the changes would make the Platform Agreements easier to understand, fairer or more favourable to you;

15.2.8. to reflect what we believe to be overall improvements in how we provide the Services (including to accommodate new technology or systems which we introduce or to reflect changes in the banking, investment or financial system);

15.2.9. to suspend, modify or withdraw any part of the Services where we have concluded in our discretion that it is no longer practical or economic to continue to provide it on the basis set out in the Platform Agreements.

15.3. We will give notice of changes by posting them on the Platform or by e-mail to you.

15.4. We will normally give you 14 days’ notice of any change except where we reasonably consider that it is beneficial to you or is required by Applicable Law. If you are unhappy with any changes to the Agreement, you may terminate the Agreement within the period of notice (after which you will be deemed to have accepted it).

 

16. EVENTS BEYOND OUR REASONABLE CONTROL

16.1. Neither we nor you will incur any liability whatsoever for any partial or non-performance of any obligations by reason of any Event beyond the Reasonable Control of the relevant party.

16.2. We will use reasonable efforts to mitigate the effect of any Event beyond our Reasonable Control.

 

17. LIABILITY

17.1. If you are a Consumer, you will be liable to us for any loss or damage suffered by us as a directly foreseeable consequence of any material breach of the Platform Agreements by you or any fraud or wilful misconduct by you.

17.2. If you are not a Consumer, you will indemnify us for all costs, losses, expenses, claims or damages or charges which arise as a direct or indirect consequence of your use of the Platform.

17.3. We will only be liable to you for any loss or damage which arises as a directly foreseeable consequence of our breach of the Agreement or our negligence, breach of FCA Rules or fraud.

17.4. We will not be liable to you for any loss or damage whatsoever that the Company may incur as a direct or indirect result of a court’s or other judicial or administrative body’s refusal to accept the position that the Company is not engaging in a ‘public offer’ as that term is used in section 755 of the UK’s Companies Act 2006 or in FSMA.

17.5. We will not be liable to you for any indirect, incidental, punitive or consequential damages, loss of business, loss of profits, loss or corruption of data, loss of goodwill or reputation caused by us under the Platform Agreements.

17.6. Our liability to you for any loss or damage arising in connection with any specific Investment shall be limited to no more than the amount you invested (or in the case of any transaction on the Marketplace, the purchase price of any Investment).

17.7. Our total liability to you shall in no circumstances exceed the limit of our professional indemnity insurance which at the latest update of these Terms and Conditions was £1,000,000.

17.8. Nothing in the Platform Agreements excludes or restricts our liability for death or personal injury, fraud or fraudulent misrepresentation or any liability to the extent that any such liability cannot be excluded or restricted under FCA Rules.

17.9. When we make forward-looking statements, we will base them on reasonable assumptions, but we shall not otherwise be responsible for the achievement or accuracy of such statements where they are outside of our control.

 

18. NOTICES

18.1. Unless specified otherwise in any Investment Agreement, any notice, request or other communication to be given or made by you to us shall be made electronically via the Platform or by sending an e-mail to support@maydancpital.com.

18.2. This does not apply to any formal notice of legal proceedings which must be given by post to the address specified at clause 25 or such other address as we shall specify from time to time.

18.3. We may communicate with you either by electronic communication via the Platform, by e-mail or (where we consider it appropriate) by post or telephone.

18.4. All communications between us shall be in English.

18.5. Communications by us to you shall be deemed to be received:

18.5.1. If sent by post to an address in the UK two Business Days after posting (or five Business Days if sent to an address outside the UK);

18.5.2. If sent by e-mail or electronic communication, immediately on sending provided that we do not receive notice of non-transmission or non-receipt.

 

19. COMPLAINTS AND COMPENSATION

19.1. If you are dissatisfied with any aspect of our Services or the Platform, you can send a formal complaint to complaints@maydancapital.com.

19.2. Your complaint will be considered independently and in accordance with FCA Rules and our Complaints Handling Policy, available on our Website.

19.3. If we are unable to meet our financial obligations to you, you may be able to claim compensation from the Financial Services Compensation Scheme (“FSCS”) For further information about the FSCS (including eligible claimants and amounts involved) please see the FSCS website at www.fscs.org.uk or telephone the FSCS on 0800 678 1100.

19.4. From February 2016, the European Commission has provided an online dispute resolution platform that allows you to submit a complaint to Maydan Capital from any EEA Member State via their online complaint form. This is designed to aid in cross-border complaints. You can access the platform here – ec.europa.eu/consumers/odr/.

19.5. If we do not deal with your complaint to your satisfaction, you can refer it to the Financial Ombudsman Service, whose contact details are:

Financial Ombudsman Service
Exchange Tower
London E14 9SR
Telephone: 0800 023 4567
Email: complaint.info@financial-ombudsman.org.uk
www.financial-ombudsman.org.uk

This does not prevent you from taking legal proceedings.

19.6. Share In Ltd ("ShareIn") participates in the Financial Services Compensation Scheme (the "FSCS"). If we or ShareIn owe you money in connection with the Maydan Capital service and are unable to pay it, then you may be entitled to compensation from the FSCS, up to a maximum of £85,000.

19.7. Further details of the Financial Services Compensation Scheme are available from:

Financial Services Compensation Scheme
PO Box 300
Mitcheldean
GL17 1DY
www.fscs.org.uk

 

20. IMPORTANT LEGAL PROVISIONS

20.1. If any provision of the Platform Agreements becomes invalid or unenforceable, the provision will be treated as if it were not in the Platform Agreements and the remaining provisions will still be valid and enforceable.

20.2. All disclaimers and exclusions in the Platform Agreements shall survive termination.

20.3. Our failure to insist on you strictly complying with any provision of the Platform Agreements or any or omission on our part will not amount to a waiver unless expressly stated in writing that it is a waiver stipulating the provision it is intended to waive.

20.4. These Terms and Conditions, and the other Platform Agreements, are supplied in English and all communications between us including documentation shall be in English.

20.5. Nothing in the Platform Agreements is intended to confer any benefit on any person who is not a party to the Agreement and no third party shall have any rights to enforce any of its terms.

 

21. ASSIGNMENT, TRANSFER AND DELEGATION

21.1. The provisions of the Platform Agreements are personal to you and you shall not assign or transfer any of your rights or obligations under them.

21.2. Subject to Applicable Law, we may delegate our functions and responsibilities under the Platform Agreements. Except where otherwise stated, we will remain responsible to you for the performance of that function or responsibility.

21.3. We may assign or transfer our rights and obligations under the Platform Terms and Conditions to an appropriately regulated person on 30 days’ notice to you.

 

22. APPLICABLE LAW AND DISPUTE RESOLUTION

22.1. Subject to any overriding provision of Applicable Law, all disputes arising out of or relating to the Platform Agreements shall be subject to the exclusive jurisdiction of the English courts (or those of Scotland in relation to a Consumer resident in Scotland or those of Northern Ireland in the case of a Consumer resident in Northern Ireland).

22.2. The Platform Agreements shall be governed and construed in accordance with the law of England and Wales and English law shall govern any communications between us including any communication, discussion or negotiation before entry into the Platform Agreements.

 

23. MAYDAN CAPITAL LIMITED

Maydan Capital Limited is a private limited company incorporated in England and Wales with company number 13451691, whose registered office and principal place of business is 5th Floor East Landsowne House, 57 Berkeley Square, Mayfair, London, W1J 6ER United Kingdom. Maydan Capital Ltd (FRN: 963613) is an appointed representative of Wahed Invest Ltd (FRN: 833225), a firm authorised and regulated by the Financial Conduct Authority.

Contact details:
E-mail: support@maydancapital.com
Post: Maydan Capital Ltd, 5th Floor East Landsowne House, 57 Berkeley Square, Mayfair, London W1J 6ER, United Kingdom

Schedule

Glossary - Definitions and Interpretation

1. 1. The following capitalised terms when used in the Agreement shall have the following meanings:

Affiliate - An undertaking in the same Group as Maydan Capital.

Applicable Law - Any law, statute, ordinance, rule, regulation, order or determination of any governmental or regulatory authority or any requirement of any official body (including any taxation authority) which is binding on us including the Financial Services and Markets Act 2000 (“FSMA”), MiFID and the Handbook of Rules and Guidance of the Financial Conduct Authority (“FCA Rules”).

Business Day - Any day which is not a weekend or a public holiday in the UK.

Offer - The seeking of investment funds by a Fundraising Company.

Offer Materials - All information posted to the Platform in relation to an Offer.

CASS - The Client Assets Sourcebook contained in FCA Rules.

Consumer - Any natural person using the Platform and the Services for purposes outside his or her trade, business or profession.

Events Beyond a party’s Reasonable Control - Includes any acts of God, war, revolution civil disorder, terrorist attack, strikes or industrial disputes, acts or regulations of any government (including the repeal or amendment of any current Applicable Law), regulatory or supranational bodies or authorities, breakdown, failure or malfunction of any communications or computer service.

FCA - The UK Financial Conduct Authority or any successors.

FCA Rules - The Handbook of Rules and Guidance of the Financial Conduct Authority.

FSMA - Financial Services and Markets Act 2000.

Maydan Capital Nominee - Means Maydan Capital Nominees Limited or any Affiliate company we designate from time to time to act in the capacity of a nominee, custodian or depositary whether in the UK or any other jurisdiction.

Fundraising Company - The business or undertaking seeking investment via the Platform whether or not it is a company or other body corporate.

Wahed Group - A group of entities belonging to the same group with Maydan Capital and being direct or indirect subsidiaries of Wahed Inc.

Group - Has the meaning given in section 421 UK Companies Act 2006.

Indications Phase - Has the meaning given in clause 4.3.1.

Investment – An investment in shares and other investments made by the Investor via the Platform.

Investor - A person who has registered to use the Platform as an Investor.

Investment Agreement – An agreement to enter into a specific Investment in accordance with clause 4.5.

MiFID - Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments.

Platform - The investment platform provided by Maydan Capital.

Proposals Phase – Has the meaning given in clause 4.3.2

Relevant Third Party - Means a third party appointed by us to provide nominee, custody or depositary services of any Investments in any jurisdiction.

Security Details - Any username and password necessary for you to access the Platform.

Services - The Services we provide via the Platform as set out in more detail in clause 4.1 of the Agreement.

Wallet - the facility on the Platform to view Investments and money held.

Website - Maydan Capital website at www.maydancapital.com


2. In these Terms and Conditions, unless a contrary intention appears:

2.1 use of the singular shall include the plural and vice versa;

2.2 use of any gender or neuter includes the other genders;

2.3 headings are used for reference only;

2.4 references to any legislation or all include any successor legislation or rule, and are to UK legislation or rules unless expressed otherwise;

2.5 a time-of-day shall be construed as a reference to London time; and

2.6 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.