TERMS OF SERVICE & USER AGREEMENT

Date of last amendment:14 November 2019

Please read the below agreement (the Terms) before using the Platform and the Services. 

These terms may be updated from time to time so you should check the terms and conditions each time an Investment is made via an Offering.

• Offerings for Investment are not offers to the public and Investments can only be made by You and other participants in the Platform on the basis of information provided in the Offerings by the companies concerned.
• Whales Ledger do not provide advice or recommendations with respect to any aspect of Investments conducted through the Platform, other than information on the technical use of the Platform. This means, among other things, that Whales Ledger do not give You any investment, financial, legal, taxation or other advice in connection with any Investments You make through the Platform, and nothing on the Platform or in any communications Whales Ledger send to You is intended to constitute advice or a recommendation. If You need or want advice, You should consult an appropriate professional investment, financial, legal, taxation or other advisor.
• Your attention is drawn to the Risk Warnings set out in the Schedule of these Terms. 

 PARTIES

(1) You, being a private individual or body corporate user of the Services and Platform (You)

(2) RST Holdings Ltd (trading as Whales Ledger ), a private company limited by shares registered in England Wales with Company Number 958801 and whose registered office is at Kemp House 152-160 City Road London EC1V 2NX UNITED KINGDOM.

1. DEFINITIONS AND INCORPORATION

The following definitions and rules of interpretation apply to these Terms:

1.1. Definitions

Agent: has the meaning given to it at 3.7. 

Applicable Laws and Regulations: all laws, rules and regulations applicable from time to time to either party in relation to these Terms.

Constitutional Documents: the articles of association of the Offering Company and any convertible instrument (if applicable), bond instrument or any other constitutional documents relating to an Investment.

Cooling Off Period: as defined at 6.11.

Confirmation Email: an email sent to You as defined at 6.8.

Conflicts of Interest Policy: the conflicts of interest policy required under FCA Rules and issued by Whales Ledger from time to time to which Your use of the Services and Platform is subject.

Body Corporate or Partnership: means either i) a corporation consisting of a body of persons legally authorized in its jurisdiction of incorporation to act as one person, while being distinct from that person; and/or ii) a formal partnership relationship which subsists between two or more persons or other corporations carrying on business in common with a view to gain.

EIS: the enterprise investment scheme as defined under the Income Tax Act 2007 (and as the same may be amended or updated from time to time).

Eligible Claimant: means an "eligible claimant" for the purposes of receiving compensation under the Financial Services Compensation Scheme, as defined in the FCA Rules, as currently set out at COMP 4.2.1 of the Compensation FCA Handbook. 

FCA Rules: FSMA, all secondary legislation implemented thereunder, rules and regulations promulgated by the FCA or any successor or replacement regulatory body responsible for the regulation of Whales Ledger 's business, and any other financial services and/or financial conduct laws or regulations applicable to Whales Ledger . 

FSMA: the UK Financial Services and Markets Act 2000.

HMRC: HM Revenue and Customs.

Insolvency Event: means in relation to You:

1) where You are a natural person, the making of a receiving order in bankruptcy against You by the due process of law of any country or You making or proposing any composition with Your creditors or otherwise acknowledging Your insolvency, or You being adjudicated bankruptcy or adjudicated or declared insolvent by the due process of law of any country; or

2) where You are a Body Corporate or Partnership, the presentation of a petition or application for the making of an order to, or the making of an order by, any court of competent jurisdiction for, or the passing of an effective resolution for, Your liquidation, winding-up, dissolution, administration or re-organisation (in circumstances only where You are unable to pay Your debts as they fall due and/or is balance sheet insolvent) or the levying of any distress, execution, sequestration or other process on or which affects any of Your or assets or the appointment of an administrator, administrative receiver, receiver and manager, receiver, trustee or similar officer of the company or any part of Your assets or if any person gives written notice of its intention to appoint an administrator or files such a notice with the court, or the commencement of negotiations or a proposed voluntary arrangement by You with Your creditors or any analogous procedure or step is taken in any jurisdiction.

Investment: proposed or actual investments (as the context permits) by You in shares or other equity securities in or offered by the Offering Company.

Investment Fee: as defined at 5.1.

Nominee: as defined at 7.1

Offering: an investment proposition made by the Offering Company via the Platform.

Offering Company: a body corporate or fund that has made an Offering available to You through the Platform.

Platform: the website located at www.Whales Ledger.io.com

Privacy Policy: the privacy and data protection policy issued by Whales Ledger from time to time and made available at Whales Ledger.io.com/legal/privacy

Whales Ledger Wallet: as defined at 21. 

SEIS: the seed enterprise investment scheme as defined under the Income Tax Act 2007 (and as the same may be amended or updated from time to time).

Services: the services provided by Whales Ledger relating to the arranging of Investments and made available via the Platform. 

Subscription Price: as defined at 6.13.

Successful: where an Offering has an identified target, the Company raising investment equal to that target. Where a target is not identified on the Offering, an Offering is automatically successful on expiry of that Offering.

Working Day: any day other than a Saturday or a Sunday or a public or bank holiday in England

1.2. In the event of a conflict between these Terms and any prospectus on an Offering, the prospectus shall take priority.

1.3. By agreeing to these Terms, You further confirm that You have also agreed and acknowledged:

1.3.1. that these Terms apply to all Investments made on the Platform from time to time;

1.3.2. any risk warnings and disclaimers on all Offering pages (as the same may be updated from time to time);

1.3.3. the Privacy Policy;

1.3.4. the Conflicts of Interest Policy; 

1.3.5. any terms of use for or end user licence agreement for the Platform issued by Whales Ledger ; and 

1.3.6. that the Investments made available from time to time are not offers to or open to the public in any jurisdiction and Your agreement to these Terms signifies that You agree that the offer was not open to the public in any jurisdiction.

1.4. If You are a Body Corporate or Partnership, then any reference to "You" in these Terms which relates to taking a particular action through the Platform or doing anything else that only a natural person can physically do, shall be read as a reference to Your Agent doing so on Your behalf, while any other reference to "You" shall be read as a reference to You as a body corporate.

1.5. These Terms do not incorporate, nor are they to be construed alongside or as additional to any legal agreement (or Investment Agreement) presented on an Offering (which may be with the Offering Company rather than Whales Ledger ) specific to a particular Investment. It is recommended that You obtain separate legal advice in relation to any legal agreement forming part of an Investment.

1.6. A reference in these Terms to shares shall, where the context admits, be construed as including a reference to equity securities or units forming all or part of an Investment.

1.7. Whales Ledger are required to have arrangements in place to identify and manage conflicts of interest. Whales Ledger have a Conflicts of Interest Policy in place which identifies those situations giving rise to actual or potential conflicts of interest and which provides details of how such conflicts are managed. If the arrangements under the Conflicts of Interest Policy is not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of the client will be prevented, then Whales Ledger will disclose sufficient details of the actual or potential conflict to any clients affected in order to enable them to take an informed decision as to whether to continue to deal with us notwithstanding the existence of such conflict. A copy of Whales Ledger ’s Conflicts of Interest Policy is available at www.Whales Ledger.io.com/conflict-of-interest

2. AMENDMENTS

2.1. Whales Ledger may amend these Terms from time to time, for example to make them easier to understand, to comply with FCA Rules or other legal or regulatory requirements, to keep up with industry developments, reflect changes to Whales Ledger 's business, products, or services, or in respect of matters that do not affect Your material contractual rights.

2.2. If Whales Ledger make a change that affects any of Your material contractual rights, You will be served notice of such amendment or amendments at least 10 Working Days before they take effect with respect to You. Such notification may occur by email, by notice to You on the Platform or by other means allowed in these Terms.

2.3. If Whales Ledger provide You such notice and You do not object to an amendment by the means given in the notice prior to the amendment taking effect, You will be deemed to have agreed to the amendment. If You object to an amendment, such amendment will not be effective with respect to You, but Your rejection will be deemed to constitute Your notice of termination pursuant to these Terms.

3. REGISTRATION

3.1. In registering on the Platform You represent, warrant and undertake that:

3.1.1 You are any of:

(a) a natural person who is 18 years of age or over; 

(b) a legal person, including a limited company, a limited partnership, a limited liability partnership, or other form of legal entity; or

(c) a partnership or unincorporated association, including a fund that is not structured as a legal person;

3.1.2 Your entry into these Terms, participation in the Investments and/or use of any of the Services does not violate any laws or regulations applicable to You and doing so is legal in Your country of residence;

3.1.3 all information provided by You or on Your behalf during the signup process or at any time thereafter was, when given, and remains, accurate and truthful in all respects; 

3.1.4 You are not a U.S. person (as defined by the Internal Revenue Service of the United States) and are not acting for the account or benefit of any U.S. person, and that You are not located or resident in the United States; and 

3.1.5 You are in compliance with all applicable anti-money laundering laws or regulations applicable in Your country of residence and also in England and Wales.

3.1.6 You have provided Whales Ledger with:

(a) Your full legal name;

(b) Your current address;

(c) Your valid and regularly checked email address; and

(d) any other information requested by Whales Ledger ;

3.2. You undertake to keep the information provided to Whales Ledger (including but not limited to that set out in 3.1.6 above) up to date and to promptly notify Whales Ledger of any changes. 

3.3. In connection with the warranties set out at 3.1 above, Whales Ledger may at any time and on notice require that You provide evidence reasonably satisfactory to it of Your age, Your legal status and Your country of residence.

3.4. Any email address supplied under 3.1.6 above will be verified by means of a verification email at any time. If You provide a temporary or otherwise artificial email address this may result in Your account being suspended or terminated and/or any Investments cancelled;

3.5. You shall comply with such identification and other anti-money laundering requirements that Whales Ledger may from time to time require.

3.6. You may only register with the Platform once. You may not attempt to create multiple accounts for yourself by using different email addresses or other identifying information. If You attempt to do so, Your use of the Platform and/or Services may be terminated by Whales Ledger .

3.7. If You are a Body Corporate or Partnership, You must designate at least one natural person to take actions on Your behalf (an Agent). Should You wish to replace Your Agent at any time, You may do so by having either the outgoing Agent or one of Your directors or officers notify Whales Ledger . Your Agent is not an individual user of the Platform and Services (except to the extent that he or she joins separately as such) and only has rights and obligations under these Terms to the extent that he or she is, or purports to be, acting for You.

4. AUTHORISATION AND CATEGORISATION

4.1. You may only use the Services and the Platform to make Investments if You are authorised by Whales Ledger to do so.

4.2. In order to be authorised by Whales Ledger to use the Services, You must self-certify either as a "high net worth investor", a "self-certified sophisticated investor", or a "restricted investor", in each case in accordance with section 4.7 of the Conduct of Business Sourcebook within the FCA Rules. 

4.3. You warrant that any certification or declaration made pursuant to 4.2 above is truthful, honest and complete.

4.4. From time to time Whales Ledger may ask You to re-confirm any self-certification or provide evidence supporting Your self-certification.

4.5. At all times You warrant that, in Your view, You have the experience, expertise and knowledge to understand the risks involved in, and make Your own investment decisions about, Investments in businesses of the type displayed on the Platform. 

4.6. If You wish to change Your certification You must immediately notify Whales Ledger to request a different certification.

4.7. Whales Ledger shall treat You as a retail investor for the purposes of FCA Rules, unless You are otherwise notified by Whales Ledger .

4.8. The decision whether to authorise You to act as an investor is at Whales Ledger 's sole discretion, and notwithstanding the authorisation processes set out in these Terms, Whales Ledger may decide for any reason or no reason not to authorise You.

4.9. Whales Ledger reserve the right to revoke any authorisation given to You under these Terms if at any time it reasonably believes You no longer meet the certification requirements set out above and/or that You do not, or no longer, have the experience, expertise and knowledge to understand the risks involved in, and make Your own investment decisions about, Investments.

5. FEES AND COSTS

5.1. Whales Ledger may, subject to the terms of any agreement it has with the Offering Company, charge the Offering Company an investment fee (Investment Fee). This will be deducted from the gross Subscription Price received by the Offering Company

5.2. Whales Ledger may charge additional fees in relation to each individual offering, any such fees and costs associated with an Offering, will be made available on the Platform and on the relevant Offering promotional material in advance of Your placing an order to subscribe in shares in the relevant Offering Company. 

5.3. You acknowledge that ancillary charges or fees may be payable by You to third parties and to the Offering Companies directly in connection with an Investment, and acknowledge that such charges or fees are not associated with these Terms. You warrant and undertake to Whales Ledger that You shall pay such fees or charges and You indemnify Whales Ledger against any loss, liability, cost or expense resulting from the same.

5.4. There are no costs associated with registering with the Platform and the ongoing maintenance of Your Whales Ledger Wallet.

6. EQUITY INVESTMENT PROCESS

6.1. You will have the opportunity to invest in some or all of the Investments available from time to time on the Platform. In certain cases, these Investments will be held through a nominee arrangement as described further at 7. 

6.2. You will be entitled to place a revocable order to subscribe or purchase shares in respect of any Offering on the Platform for a period ending on the date specified by the Offering Company in the Offering. At the same time, i) You will also be presented with an Investment Agreement in respect of the proposed Investment. You must execute the Investment Agreement on or before the placement of a revocable order; and ii) we will provide You with bank account details into which You must transfer Your Subscription Price pursuant to 6.8 and 6.14 (Your Whales Ledger Wallet).

6.3. Where a share price is indicated on the Offering, any such revocable order shall be in multiples of the indicated share price which may be subject to alteration in accordance with 6.14.

6.4. The Investment Agreement sets out the terms on which You purchase the shares of a business in which You've decided to invest and, to the extent applicable, it also describes the nominee arrangement referred to in 7. The terms of the Investment Agreement will govern Your relationship with Whales Ledger as nominee, if applicable, as well as Your relationship with the business in which You invest.

6.5. The operative provisions of the Investment Agreement shall be conditional only on i) the Offering being Successful; and ii) conclusion of the Cooling Off Period in relation to your order. 

6.6. The Investment Agreement is between You and the Offering Company such that the offer from the Offering Company is to You and not to Whales Ledger . The Offering Company may accept or reject any order up until expiry of the period set out in the email as set out in 6.9 

6.7. Whales Ledger reserves the right to end or extend an Offering in its absolute discretion.

6.8. You shall put in place payment arrangements to ensure that the Subscription Price is paid in accordance with 6.14 to the Whales Ledger Wallet. Receipt of money for Your investments (and passing these monies on to any Offering Company in which You have chosen to invest) and the receiving of interest and repayment of capital are handled by [Insert platform provider] as set out in 21 below. It is Your responsibility to ensure that any such payment arrangements are established and maintained and that monies are transferred in accordance with 6.16. Until the onward remittance of funds pursuant to 6.13, Your Subscription Price will be held in a segregated client money account, but it will not appear as part of the balance shown in Your Whales Ledger Wallet, and it will not be available for You to withdraw.

6.9. If an Offering is Successful, the Offering Company will instruct Whales Ledger to circulate a copy of the Offering Company's proposed Constitutional Documents in respect of the relevant Investment to You by email (the Confirmation Email). This email will also set a time period during which the Offering Company (or Whales Ledger ) may decide to cancel Your Order or the Offering. 

6.10. If there is no cancellation request pursuant to 6.9 within the time period set out in the Confirmation Email, Your order will be deemed to be unconditional and the Offering Company will accept Your order. 

6.11. Such an order will become a legally binding contract to invest between the Offering Company and You upon expiry of any Cooling Off Period, with completion of the order and the Investment Agreement becoming unconditional subject to the completion conditions as follows:

6.11.1 there being no actual or contemplated material change to the Offering Company or the investment round prior to the issue of shares;

6.11.2 the Offering Company receiving payment from You and all other investors via the Platform;

6.11.3 payment of all fees and commissions due from Offering Company to Whales Ledger ; and

6.11.4 Whales Ledger determining, in its absolute discretion, that the investment amount confirmed or received is adequate in the circumstances.

6.12. You may withdraw your order and withdraw from an Investment Agreement within 14 days of your placement of an order on the Platform made pursuant to 6.2 (the Cooling Off Period). This must be done by sending an email to investor.services@Whales Ledgerpg.com. If for any reason Whales Ledger does not receive an email pursuant to this clause, otherwise than as a result of fraud or gross negligence by Whales Ledger , Whales Ledger shall not be liable to You or the Offering Company for any losses, claims or damages suffered by You, and Whales Ledger shall be entitled to proceed on the assumption that You wish to proceed with the Investment.

6.13. Whales Ledger has absolute discretion to determine whether the conditions set out in 6.11 above are satisfied at any time during the completion process. If Whales Ledger determines that a condition is not satisfied, Whales Ledger may in its absolute discretion:

6.13.1 recirculate a Confirmation Email to You and other investors, to include, as required by Whales Ledger , the relevant Constitutional Documents of the Offering Company alongside a disclosure statement detailing the failed condition. This email shall also request that You inform Whales Ledger by email within the time specified in the email if You no longer wish to proceed with the Investment. If Whales Ledger receives no response from You within the stated time period, You will be deemed to have confirmed Your order in the same manner as 6.2 and subject to 6.11 and 6.13; or

6.13.2 determine that the investment opportunity is cancelled. In these circumstances, the contract to invest between the Offering Company and You shall not complete and there shall be no legally binding contract between the Offering Company and You in respect of the relevant investment. Clause 6.15 shall apply in these circumstances.

6.14. If an Offering is Successful and subject to non-revocation at expiry of the Cooling Off Period or cancellation by the Offering Company or Whales Ledger pursuant to this section, an agreement shall then subsist between You and the Offering Company, or a third party on behalf of the Offering Company, to transfer the subscription price for the relevant Investment (the Subscription Price) to the Offering Company. Shares in the Offering Company will be issued to You or to a share nominee by the Offering Company, which subject to the terms of the relevant Investment Agreement shall be issued in the value of the (gross) Subscription Price. The Subscription Price, less any Investment Fee, will be transferred from Your Whales Ledger Wallet to the account of the Offering Company following the end of the Offer Period and the Investment Fee will be transferred to Whales Ledger . If the Offering is not Successful or any completion condition set out in 6.10 is not satisfied, then no such agreement between You and the Offering Company shall arise (although for the avoidance of doubt, any relevant provisions of the Investment Agreement shall remain, subject to any conditions contained therein).

6.15. If the Offering is not Successful or the order not completed for any reason, Your order will not be transferred to another Offering or Offering Company, and no substitute service will be provided. You confirm that should an Offering Company not ultimately attain the stated desired target level of Investment as set out in its Offering, as a result of withdrawals by other investors, or failure by other investors with Whales Ledger to transfer the Subscription Price to the Offering Company, neither the Offering Company nor Whales Ledger is required to inform You of this failure, and You may still be required to purchase the shares You have ordered. If the conditions in 6.8 or 6.10 are not satisfied for any reason, the agreement for investment between You and the Offering Company will not complete and Whales Ledger will use its reasonable endeavours to arrange for the Offering Company to cancel the Investment made by You and, if payment has already been made, require the Offering Company to return the Subscription Price to Your Whales Ledger Wallet. You consent to Whales Ledger releasing such information as is reasonably necessary, to the Offering Company to allow such return of the Subscription Price, and You undertake to co-operate with Whales Ledger , [Insert platform provider] and the Offering Company, including in relation to any transaction fees or charges, to facilitate the cancellation of the Investment and the return of the Subscription Price.

6.16. The Subscription Price shall be the amount indicated by You as part of their revocable order on the Offering, plus any fees due in accordance with these Terms unless adjusted in accordance with these Terms but for the avoidance of doubt excluding any Investment Fee. In the event of any required adjustment (including, without limitation, as a result of a change of valuation or error), an updated share price shall be supplied and the Subscription Price shall be revised down to the nearest whole share multiple. Where You have preauthorised any payment through the Whales Ledger Wallet, the payment that is taken shall also be revised down to the new Subscription Price.

6.17. Offering Companies may offer You perks, such as discounts, rewards, or offers, as part of their Offering. Any perks offered by an Offering Company are subject to the terms and conditions provided by the Offering Company and Whales Ledger has no responsibility for them.

6.18. At any time prior to the expiry of the Confirmation Email, Whales Ledger may cancel any order of Investment made by You in its absolute discretion. This includes, without limitation, in respect of Investments placed for the purpose of disrupting or causing the closure of the Offering Company’s Offering or otherwise for the purposes of market distortion. You shall indemnify Whales Ledger for any loss, liability, cost or expense incurred by Whales Ledger in connection with the removal of an Investment pursuant to this clause.

6.19. In the event that You are connected with the Offering Company, You shall be deemed to have waived any right You may have to cancel Your Investment pursuant to 6.9. In this 6.19, “connected with” means being:

6.19.1 a director of the Offering Company;

6.19.2 An employee or agent of the Offering Company; or

6.19.3 a spouse, civil partner, parent, child, sibling of any person included in the categories set out at 6.19.1 and/or 6.19.2.

6.20. You acknowledge that Whales Ledger will not supply confirmations of any orders, and/or resulting transactions, and that the Confirmation Email shall be sufficient and adequate reporting of the service of arranging the reception and transmission of orders and the arranging of resulting transactions, provided by Whales Ledger in accordance with the FCA Rules.

6.21. If you exercise your withdrawal rights in accordance with 6.12 above, any money which is being held in connection with an Investment will be returned to Your Whales Ledger Wallet. You may also withdraw some or all of the money from your Whales Ledger Wallet, in accordance with the terms set out in 21 below.

7. NOMINEE STRUCTURE

7.1. When You choose to make an Investment through the Platform, Your Investments in the Offering Company (or in other arrangements that operate the business) may be held by a separately appointed nominee company, who will hold the legal title to the relevant shares as Your nominee (the Nominee), with the beneficial interest being held by You. The full terms of this nominee arrangement will be set forth in the relevant Investment Agreement.

7.2. Where a Nominee holds and administers Your shares pursuant to a nominee arrangement, You will be the beneficial owner of the shares of the Offering Company but not the legal owner. You will receive an economic interest in the Offering Company that is equivalent to the economic interest You would hold if You purchased its shares directly (subject to any fees set out in these terms or the Investment Agreement), but You will not hold or administer the shares and will therefore not be in the same legal position as a direct shareholder would be.

7.3. Any provisions and terms in these Terms impacted by such a nominee structure, including without limitation, references to orders, subscription, shares, shareholding and shareholder shall be interpreted accordingly to give effect to the nominee structure.

7.4. Any statement on an Offering which indicates that the shares will be held directly or in the name of each individual shall override the provisions of this section. 

8. INVESTEE ARTICLES OR OTHER CONSTITUTIONAL DOCUMENTS

8.1. You acknowledges that, as a consequence of becoming a shareholder or beneficial owner of an Offering Company, You shall be subject to the provisions of the Offering Company’s articles of association (which constitute an agreement between each of the Offering Company’s shareholders and between the shareholders and the Offering Company itself), and any other Constitutional Documents indicated to You in the Confirmation Email.

8.2. The Constitutional Documents will include certain restrictions on the shares and obligations will attach to such shares.

8.3. The Constitutional Documents will be in substantially the form notified to You by Whales Ledger in the Confirmation Email referred to in 6.8 above and/or as set out on the Offering and may be subject to other documentation or disclosures.

9. RESPONSIBILITY FOR OFFERINGS

9.1. You acknowledge that:

9.1.1 Whales Ledger approves or arranges approval of each Offering but does not provide advice or any form of recommendation regarding the suitability or quality of the Investment; and

9.1.2 the approval or arrangement of approval of the Offering, or the investment in an Offering Company by Whales Ledger is not an indication of approval of the Offering generally, and You confirm that it shall take no inference from or make any reference to the same.

9.2. You must make Your own assessment of the viability, accuracy and prospects of the Offering Companies, their Offerings, and any relevant investment propositions and should consult Your professional advisers should You require any assistance in making such an assessment. 

9.3. Your attention is drawn to the disclaimer, risk warning and regulatory notice on each Offering.

9.4. Save as otherwise set out in this section 9, Whales Ledger makes no warranty or representation and assume no liability in respect of the Offering Companies or the content of their Offerings. 

9.5. Whales Ledger shall approve or arrange approval of each Offering before it is offered on the Platform, and shall only do so if it has concluded that the Offering, taken as a whole is fair, clear and not misleading and otherwise made in accordance with Applicable Laws and Regulations.

9.6. Whales Ledger shall review any factual statements included within the Offering and obtain evidence of their accuracy from the Offering Company. However, the evidence is obtained from the Offering Company itself and will not be audited independently by Whales Ledger and Whales Ledger will not be liable if it fails to identify forged or altered evidence or information or deliberately misleading or inaccurate statements made by the Offering Company. 

9.7. Whales Ledger will check that any projections or other forecasts contained within the Offering are phrased appropriately and to the extent that they are not misleading and in light of their speculative or subjective nature. However, You acknowledge that Whales Ledger may approve statements even where it does not believe, or does not have a view on whether it is likely, that they will be fully realised.

9.8. You acknowledge that Whales Ledger does not make any representation, warranty or undertaking relating to any claims made by Offering Companies, including, without limitation, that the Offering Company and the 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 and agree that tax benefits may change or be disqualified and You shall not hold Whales Ledger 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’ by HMRC.

10. LIABILITY

10.1. Nothing in these Terms shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their agents or employees nor for fraud by or on behalf of either party. 

10.2. Nothing in these Terms shall limit any liability to the extent that liability may not be excluded or limited by any Applicable Law or Regulation.

10.3. Whales Ledger 's liability (which shall include either party's affiliate or companies and directors, officers and employees in contract, tort, negligence, pre-contract or other representations or otherwise arising out of this agreement or the performance of its obligations under this agreement shall be limited in aggregate to the lesser of (a) the total amount invested in the Offering by You on the Platform up to the date of the event leading to the claim; or (b) £1,000.

10.4. Whales Ledger 's liability to You shall be limited to the amount invested in the relevant Investments by You through the Platform and Whales Ledger shall not be liable to the Company for the following loss and damage (including costs and expenses relating to or arising out of such loss or damage) whether arising from statute, tort, delict (including negligence), contract, or otherwise and whether or not Whales Ledger has been advised of the possibility of such loss and damage: 

(a) any consequential, indirect or special losses; 

(b) loss of revenue;

(c) business, profits, opportunity, interest or anticipated savings; 

(d) increased costs of working; 

(e) loss of goodwill and reputation; 

(f) any breach of Applicable Laws and Regulations by Whales Ledger or an Offering Company; 

(g) claims by third parties (including without limitation by Offering Companies, shareholders, prospective investors or investors in relation to Whales Ledger and/or any Offering). 

10.5. Notwithstanding the foregoing, neither Whales Ledger shall be liable to You for any loss or damage in respect of any matter for which liability is expressly excluded under these Terms or any other agreement with You, or arising out of or in connection with any error or inaccuracy in the data entered by You.

10.6. Whales Ledger shall not be liable in contract, tort (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise under these 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 Terms.

11. COMPLAINTS

11.1. If You have a complaint with respect to any aspect of the Platform or Services, You should report it to Whales Ledger immediately. 

11.2. Whales Ledger will send an initial response to Your email within no more than 3 Working Days after it has been received, and this response will state whether the matter shall be addressed by Whales Ledger and whether in either party's view, the complaint has been resolved or that the matter is being investigated further. 

11.3. If the matter is being investigated further, Whales Ledger will provide You with a final response by no later than eight weeks after receipt of Your complaint. If Whales Ledger need to ask You questions in order to understand the details of Your complaint, then any such questions, as well as any response given by the relevant party, will be sent by email to the email address provided on Your registration with Whales Ledger .

11.4. If You make a complaint pursuant to this section and it is not resolved to Your satisfaction, You may have a right under FCA Rules to complain directly to the Financial Ombudsman Service. Their address is South Quay Plaza, 183 Marsh Wall, London E14 9SR, and their website is at http://www.financial-ombudsman.org.uk.

12. FINANCIAL SERVICES COMPENSATION SCHEME

Whales Ledger and [Insert platform provider] participate in the Financial Services Compensation Scheme (FSCS). If Whales Ledger or [Insert platform provider] owe you money in connection with the Your Whales Ledger Wallet and are unable to pay it, then you may be entitled to compensation from the FSCS, up to a current maximum of eighty five thousand pounds Sterling (£85,000.00). 

Please note that any money You invest in an Investment is not covered by the FSCS. Further information about the FSCS (including the amounts covered and eligibility to claim) is available at www.fscs.org.uk or call 0800 678 1100

13. TERMINATION

13.1. Subject to 13.2, You may terminate the agreement with Whales Ledger on 5 Working Days' written notice to Whales Ledger .

13.2. If You have an outstanding or incomplete order for investment in any Offering Company which has not been resolved in accordance with 6, You may only terminate this agreement if You have (i) served written notice by email on Whales Ledger ; and (ii), withdrawn Your order from the ongoing Offering either via the Offering, or by responding to the confirmation email confirming Your withdrawal.

13.3. Once an order by You has been made unconditional with an Offering Company in accordance with this agreement, You will have entered into a contract with the Offering Company direct on such terms as are agreed with the Offering Company under the terms of the relevant Investment Agreement, and Whales Ledger shall have no further obligations or involvement in the Investment.

13.4. Whales Ledger may terminate this agreement at any time immediately on notice to You in the event that:

13.4.1 You breach these Terms;

13.4.2 Whales Ledger suspects that You have been involved in any criminal or otherwise improper activities or put Whales Ledger or an Offering Company in a position where it might break the law;

13.4.3 You are using the Platform in a way that is harmful to Whales Ledger , such as causing harm to the Platform or Whales Ledger 's reputation;

13.4.4 You experience an Insolvency Event;

13.4.5 Whales Ledger are required do so under any law, regulation, or by a governmental or regulatory authority; or

13.4.6 Whales Ledger ceases to be able to carry out its obligations under these Terms pursuant to FCA Rules, and Your use of the Platform and Services will be terminated.

13.5. Whales Ledger may also terminate this agreement for other reasons by providing at least 10 Working Days' notice.

13.6. If Whales Ledger terminates this agreement in accordance with 13.4 or 13.7 whilst You have placed an order that has not been completed by the issue of shares in the relevant Offering Company, Whales Ledger reserves the right to inform the Offering Company of the termination and take such steps as are necessary to ensure that Your order is not completed.

13.7. If Whales Ledger receives proof of Your death, Whales Ledger will terminate this agreement without undue delay. 

13.8. Sections 6, 8, 9 and 10 shall survive termination of this agreement and if You have made an application to invest or have invested in an Offering Company through Whales Ledger then any clause in this agreement that is required in order to administer that investment in accordance with these Terms or regulatory requirements will remain in force.

 14. WAIVER

No failure or delay by a party to exercise any right or remedy provided under this agreement 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.

 15. NO PARTNERSHIP OR AGENCY

Nothing in this agreement 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.

 16. ASSIGNMENT AND VARIATION

16.1. The provisions of this agreement shall not be assigned, transferred, mortgaged, charged or otherwise encumbered by You without the written consent of Whales Ledger . 

16.2. Subject to compliance with Applicable Laws and Regulations (including FCA Rules), Whales Ledger may assign, transfer or delegate any of its obligations or rights under these Terms to any person, provided that Whales Ledger are satisfied that such person is competent to perform or exercise the obligations or rights so delegated. Whales Ledger may provide information about You and Your activities on the Platform to any person to whom it assigns, transfers or delegates its obligations or rights.

16.3. Save as provided in 2, no variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). If any clause is deemed invalid or unenforceable, it shall not impact upon the remainder of this agreement which shall remain in force.

 17. RECORDS

17.1. In accordance with legal and regulatory requirements, Whales Ledger will retain the records relevant to Your participation in the Services and any activity You conducted on the Platform for a minimum period of six years following the termination of Your access to the Platform. This period may be extended by Applicable Laws and Regulations or by the mutual consent of You and Whales Ledger .

17.2. You will only be able to request the destruction or deletion of any of the records relevant to Your participation in the Services and use of the Platform subject to 17.1, unless Whales Ledger are required to destroy or delete them by Applicable Laws and Regulations. 

17.3. The records kept in the Platform shall be conclusive evidence of the facts and matters they purport to record. 

 18. NOTICES

18.1. Any notice from You to Whales Ledger in respect of these Terms or Your activities on the Platform shall be given by email to info@Whales Ledger .com except where these Terms set forth alternate means by which You must give Whales Ledger notice.

18.2. Any notice from Whales Ledger to You in respect of these Terms or Your activities on the Platform may be given either through the Platform, by email to the address registered pursuant to 3 above or by post or courier to a physical address provided to us by You.

18.3. Notices given pursuant to 18 through the Platform or by email shall be deemed received by the recipient upon despatch. Notices given pursuant to this section by post or courier shall be deemed received by the recipient two working days after despatch. 

18.4. In the event that You give Whales Ledger notice by means other than those set forth in 18.1 and Whales Ledger in fact receive it, Whales Ledger may, but are not required to, choose to deem the notice received upon Whales Ledger 's actual receipt of it.

18.5. All notices given under these Terms shall be in the English language

 19. THIRD PARTY RIGHTS

Unless otherwise expressly stated, these Terms does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

 20. GOVERNING LAW AND JURISDICTION

20.1. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

20.2. 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 this agreement or its subject matter or formation (including non-contractual disputes or claims).