1.1 SOARISING Limited (Company number -12532813) is a United Kingdom private limited liability company, having its registered office at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ. References in these Terms and Conditions to “SOARISING”, “we”, “us” and “our” are to SOARISING Limited.
1.2 The SOARISING service is available to users e.g. associates and investors that become members through our website – www.soarising.com (the “Website”) or through the Soarising App. We provide members with details of potential projects and investments such as bonds and preference shares issued by ourselves and related companies (“Issuers”) we set up to make loans, as set out in the relevant Offer Document.
1.3 We only offer investments in projects with whom we are associated, including in SOARISING group companies. We refer to bonds issued by us or our associated companies as “Property Bonds”, “Loan Notes” or “Investment Notes”, because they will generally provide financing to a number of different projects.
1.4 SOARISING shall provide all of the directors for the Issue to ensure compliance with the terms of the respective offer.
1.5 Investments are only available to persons who fall within certain categories of investor who are eligible to acquire speculative illiquid securities. For individual investors, this entails making a declaration that the investor is a high net worth individual, is sophisticated in investing, has received advice from an authorised firm, or will observe limits in acquiring speculative illiquid securities (restricted investors). Non-advised investors must demonstrate their understanding of the features and risks of investing. Investors who satisfy these criteria, as set out in more detail on the Website, will be eligible to become “members”. Only members can receive investment offers through the Website.
1.6 If you are eligible for membership, you can invest in any of the offerings on SOARISING. Your investment subscriptions and any investment returns shall be held in your SOARISISNG account or wallet.
1.7 As a member of SOARISING, you are bound by these Terms and Conditions in relation to your use of our Website, apps, services and your participation in projects. Users who are not members are also bound by these terms insofar as they are capable of application to non-members. By using the Website, you confirm that you have read, understood and agree to these Terms and Conditions and our Privacy and Cookies Policy (see www.soarising.com/privacypolicy) each as amended from time to time. If you do not agree to the Terms and Conditions, you must stop using the Website, apps, services immediately.
2.1 We make details of investment opportunities available to users of our Website, but only members are able to apply to invest or view investment offers in the Investments area when they have logged into their online account.
2.2 In order to become a member of SOARISING, you will need to apply to join and be approved by us. We reserve the right to reject applications on such grounds as we see fit, including, without limitation, your knowledge and understanding of investing, your financial status, your capacity to be bound by these Terms and Conditions or the jurisdiction in which you live or are a citizen.
2.3 If you apply to become a member, we will carry out identity and fraud checks on you, using third party agencies. We use our own internal guidelines and policies when assessing applications but retain complete discretion. If we cannot get adequate information from the third party agency then we will ask you to send us copies of the relevant identification documents (normally a certified copy of your passport and a utility bill) and any supporting evidence that we may require. If you do not provide all appropriate identification documents, you will not be able to invest. We may also suspend your membership at any time if we believe it is appropriate in order to comply with our legal obligations. For more details about how we use your information, please refer to our Privacy and Cookies Policy.
2.4 Provided that we accept your application to become a member, you will then be able to view the investment offers available through the SOARISING Website or apps.
2.5 Your application for membership should be completed in the name of the same person that will invest.
2.6 You will be required to provide personal details and a password to register as a member, which are unique to your individual SOARISING membership and are not transferable. Your registration details and password are how we identify you and you must keep them secure at all times.
2.7 You are responsible for all information and activity on the Website or apps by anyone using your details. If you authorise an agent, family member, employee or sub-contractor to use SOARISING account you will be responsible for their activity on the Website or app. Any breach of security, loss, theft or unauthorised use of your security details must be notified to us immediately. We reserve the right not to act on your instructions where we suspect that the person logged into your SOARISING account is not you or we suspect illegal or fraudulent activity or unauthorised use.
2.8 You agree not to adapt or circumvent the systems in place in connection with the Website, nor access our systems other than by using the credentials assigned to you and by following the instructions that we have provided for that type of connection.
3.1 If you wish to subscribe for an investment, you will need to specify the size and number of the investment(s) you wish to make and place funds in your SOARISING account.
3.2 Whether we choose to accept your application to invest will be at our absolute discretion, even if you are a member and satisfy our eligibility criteria, for example, but without limitation, because the offer is over-subscribed or under-subscribed or because of legal or regulatory matters. The allocation policy for each investment is based on a first-come-first-served basis, by reference to the time we receive your subscription payment. If it is not possible to allocate investments to you, we may hold your subscription for participation in a subsequent issue of like investments, although you will be entitled to request to have your unallocated subscription monies returned to you until they have been committed.
3.3 All bonds issued will be governed by the terms of the Bond Instrument; the Offer Document; and these Terms and Conditions. All shares will be governed by the terms of the Articles of Association, your Investment Application, the Offer Document, and these Terms and Conditions. To the extent that there are any inconsistencies between these documents, the provisions of the Bond Investment Application shall
4.1 If we accept your application to make an investment, we will provide you with bank account details into which you should transfer your subscription amount (your “SOARISING account”). Payment must be made by electronic transfer from a bank account in your name whose details you provide to us and which we have accepted (your “SOARISING Account”), into your SOARISING account, where subscriptions will be held pending investment.
4.2 The SOARISING account will be held by and administered by us in accordance with the rules of the Offer. We maintain records of the individual entitlements of each investor for these purposes. We or another person selected by us may take over control of the SOARISING account at any time provided that we or they have appropriate regulatory permissions to do so.
4.3 Your investments will not generally have any voting rights attached to them.
4.4 You may request any of your cash that has not been allocated to an investment, including investment returns, to be paid back into your Nominated Account. If you wish to replace your Nominated Account, you may request to do so by email or through the app. Any alternative account must be in your name and be held with a bank or credit institution that is acceptable to us.
4.5 Payments to you will be made after deduction of any relevant tax or fees. Regardless of whether we withhold tax, it is your responsibility to account for any taxes that may be payable to the appropriate authorities. 4.6 You can view details of the investments and money in your portfolio through the Soarising app. For reporting purposes, we shall supply the par value and shall not attempt to provide current market valuations.
4.7 If you want us to hold money that has not been allocated in your SOARISING account in order to invest in future opportunities, you may do so. No interest is payable on money held in the SOARISING account and no fees are charged in respect of establishing the account.
4.8 The capital and interest or interest only repayments that are due to you will be received into your SOARISING account and will not be paid out to you or re-invested unless you provide us with express instructions. If balances have sat on your account for a long period of time, we may contact you to seek your instructions. We may introduce the option to of auto-re-investment or auto-distribution in the future.
5.1 There is no established secondary market for investments available through the Website or app and so you should normally expect to hold your investments until the redemption date, or beyond, if there is a significant default on the underlying investments or projects.
5.2 If you find a buyer for your investments, you may sell them through us by providing us with details of the purchaser, the price to be paid and the number of investments to be sold. If the buyer wishes us to account to them for the investment proceeds, they will need to be registered as a SOARISING member (although we shall be able to refuse to accept membership applications at our absolute discretion).
5.3 We may (but are not required to) offer a bulletin board on the Website or app to assist members to buy and sell investments amongst themselves and with us from time to time. Where we offer this service, we will facilitate transactions that a buyer and seller have agreed between themselves or with us and which you have notified us of through the app.
5.4 We may charge fees for registering transfers as set out in the Fees schedule for providing such services.
5.5 Any payments due to or from you shall be made through your SOARISING account in the same way as for investment subscriptions, as set out in clause 4, except that the transaction shall take place between you and another investor, rather than with Soarising directly
6.1 We will charge fees for each investment unit or subscription unit purchased by you. The level and nature of such fees will be as specified in the offer documents provided to you.
6.2 We may also charge fees for facilitating the sale of investments before the end of their term.
6.3 Details of the fees we charge to you are set out in the Fees schedule included in the offer documents provided to members before they partake in any investments.
6.4 Unless otherwise stated, fees are quoted exclusive of VAT, where applicable
7.1 If you no longer want to be a member of SOARISING, provided you have no investments with us, you can let us know by email or through the app and we will end your membership straight away. Termination will not affect the terms of any investment you have entered into.
7.2 We may terminate your membership in respect of making new investments at any time and for any reason, including but not limited to breach of these Terms and Conditions, applicable law, mis-use of our Website or app account inactivity for a period of 12 months or more. If you hold investments through us, our cancellation of your membership will not affect the charges we will levy to you and we will continue to maintain your account in accordance with clause 4.
8.1 Conflicts that are specific to a particular investment or project shall be disclosed in the relevant Offer Document specific to the issue.
9.1 We have established procedures for the effective consideration of complaints. Please contact us to request a copy of our complaint handling policy. As a responsible company, SOARISING will ensure that complaints are dealt with promptly, effectively and in a transparent manner
10.1 You shall be liable to us for any loss or damage suffered by us as a result of any breach of these Terms and Conditions or the terms of any investment you make through SOARISING.
10.2 We shall not be liable to you for any loss or damage which you may suffer as a result of being a member of SOARISING or using the SOARISING services except where such loss or damage arises from our breach of these Terms and Conditions or was caused by our negligence, wilful default or fraud. We are not responsible for any breach of these Terms and Conditions arising from circumstances outside our reasonable control. Our total liability to you in connection with these Terms and Conditions, your membership of SOARISING and your use of the services provided via the Website shall not exceed the amount of money you have invested giving rise to the liability.
10.3 Nothing in these Terms and Conditions shall limit our liability for personal injury or death, fraud, nor for any other liability, the exclusion or limitation of which is not permitted by applicable law or regulation.
10.4 When we make forward-looking statements, we will base them on reasonable assumptions, but we shall not otherwise be responsible for the achievement of such statements where they are outside of our control.
11.1 Subject to clause 11.3 below, as between you and us, we own all present and future copyright, registered and unregistered trademarks, design rights, unregistered designs, database rights and all other present and future intellectual property rights and rights in the nature of intellectual property rights existing in or in relation to the Website.
11.2 If and to the extent that any such intellectual property rights vest in you by operation of law or otherwise, you agree to do any and all such acts and execute any and all such documents as we may reasonably request in order to assign such intellectual property rights back to us.
11.3 You shall retain ownership of all copyright data you upload or submit to the Website. You grant us a world-wide exclusive, royalty-free, non-terminable licence to use, copy, distribute, publish and transmit such data in any manner
We may need to update or amend these Terms and Conditions from time to time to comply with law or to meet our changing business requirements. We may make such changes without your specific agreement where those updates are, in our reasonable opinion, of an immaterial and routine nature and may not always be able to give you advanced notice of such updates or amendments but we will always post them on our Website so you can view them when you next log in. By continuing to use the SOARISING service, you agree to be bound by the terms of any such updates and amendments
13.1 These Terms and Conditions are governed by and to be construed in accordance with English law. In the event of any matter or dispute arising out of or in connection with these Terms and Condition, you and we shall submit to the non-exclusive jurisdiction of the English courts.
13.2 If any of these Terms and Conditions is found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the remainder shall, so far as possible, continue in full force and effect.
13.3 No single or partial exercise, or failure or delay in exercising any right, power or remedy by us shall constitute a waiver by us of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these Terms and Conditions or otherwise.
13.4 In the event of our insolvency, SOARISING will continue to hold your money pending investment, but will not facilitate any new investments. SOARISING will notify you of changes to reporting requirements in such event.
13.5 In the event of SOARISING insolvency, we shall attempt to find an alternative services provider to enable the continued provision of the services to investors.
13.6 We may exercise any of our rights or discharge our obligations under these Terms and Conditions in our own capacity or through any company or other legal entity which has relevant legal authorisations, licences or permissions to discharge those functions.
If you have any questions about these Terms and Conditions, or wish to contact us for any other reason, you can contact us on the details below:
Address: SOARising LTD.Jubilee House, 3 The drive, Great Warley, Brentwood CM13 3FR, United Kingdom.
Telephone: +44(0)208 092 6240