Important Notice

The purpose of these Terms & Conditions of Business (Terms) is to set out the basis on which Central Markets (London) Ltd (CML) will provide services to you in relation to Enterprise Investment Schemes (EIS). These Terms are separate and independent from any other terms of business which may be in place between CML and yourself.

CML, a limited company incorporated in England with registered office at America House, 2 America Square, London EC3N 2LU (company number 6378079) is authorised by the UK Financial Conduct Authority (FCA) with reference number 473312 to carry on regulated activities in respect of specified investments under the Financial Services and Markets Act 2000 (FSMA).

However, the investment in some Enterprise Investment Schemes (EIS) is not a regulated activity under FSMA. This means the rules and regulations of the FCA do not apply to such investments and there is no recourse to the Financial Ombudsman Service or to the Financial Services Compensation Scheme in respect of such investments. For the avoidance of doubt, persons entering into this agreement will not be treated as “Clients” for the purposes of any FCA rules in relation to such investments.

Trading of Enterprise Investment Scheme is highly speculative, high risk, requires experience and skill and is suitable only for persons who are capable of evaluating the risks and merits of such investment. You may lose money in your investment by failure of the original parameters of the Enterprise Investment Scheme. Should you need to sell you may be unable to find a buyer. Investing in small unquoted companies carries a high degree of risk and your capital is not guaranteed. Only invest monies you can afford to lose.

These Terms and any additional information as to CML’s charges and commissions will form the legal agreement that sets out CML’s relationship with you in relation to Enterprise Investment Schemes only.

For your own benefit and protection you should read these Terms carefully before signing them. If you do not understand any point please seek advice from financial or legal advisers before entering into these Terms.

1. Risk Acknowledgement

The Customer acknowledges, recognises and understands that Enterprise Investment Schemes is highly speculative, is not regulated by the FCA, requires skill and experience on the part of the Customer, is suitable only for persons who are capable of evaluating the risks and merits of such investment and may result in total loss of the Customer’s capital.
The Customer acknowledges, recognises and understands that the Customer has no recourse to the Financial Ombudsman Service or to the Financial Services Compensation Scheme in respect of Enterprise Investment Schemes.
The Customer is willing and able, financially and otherwise, to assume the risk of trading in speculative investments.

2. Capacity

In relation to any Contract entered into under these Terms, CML may act:
in its capacity as principal; or
in its capacity as agent, or arranger, for any other party.
In the absence of notification of capacity, CML shall be deemed to be acting as principal.

3. Application and termination

These Terms apply to all Contracts entered into in relation to the purchase of Enterprise Investment Scheme.
The termination of these Terms shall not affect any outstanding Contract between CML and the Customer or any term or provision of these Terms that is intended to come into force on or after termination and shall be without prejudice to any rights or liability accruing prior to termination.
CML may terminate the provision of its services to you immediately upon notice in writing to you at any time. Termination shall not affect any outstanding Contract Notes or transactions entered into and shall be without prejudice to any accrued rights and obligations of either party.

4. Representations and warranties

At the time of each Contract Note, the Customer represents and warrants to CML that:
the Customer is acting as principal and not for any third party;
the information provided to CML by the Customer is at all times true and accurate and that the Customer will provide full disclosure of any information relevant to any transaction entered into with CML;
the Customer is duly empowered and has all the necessary authorisations and consents to enter into this contract under these Terms;
At the time of each Contract Note, CML represents and warrants to the Customer that:
it is duly organised and validly existing under the laws of England and Wales;
it has the power and authority to execute and deliver these Terms and to perform its obligations under it;
in relation to all material factual information provided, to the best of CML’s knowledge and belief, such information was accurate in all material respects as of the date it was prepared and nothing has occurred since the date of provision that would render such factual information as a whole materially untrue or misleading; and

5. Services

Subject to the Customer fulfilling its obligations under these Terms, CML may enter into transactions with the Customer for the purchase and sale of Enterprise Investment Scheme.

6. Limitation of liability

CML and its agents or employees accepts no responsibility or liability for any losses or damages incurred by the Customer in the trading of Enterprise Investment Scheme;
CML shall not be responsible for or liable to you, or any person claiming through you in contract, tort, negligence, or otherwise for any liability, loss, damage, costs or expenses of any nature whatsoever incurred or suffered by you or any person claiming through you which is of an unforeseeable, indirect or consequential nature nor for any economic loss or loss of turnover, profits, business or goodwill, loss of trade, loss of bargain, or loss of opportunity, in each case whether such damage was foreseen or advised to us as likely to occur

7. Taxation

CML shall not provide any advice to the Customer on any taxation issues. The Customer is advised to obtain independent financial advice from their independent financial advisor or accountant.

8. Instructions

CML may record telephone conversations with or without use of a warning tone and we may use these recordings as evidence in relation to disputes as well as for our ongoing quality control and training programme. CML may also maintain a record of all e-mails sent by or to us. All those recordings and records will be maintained in our absolute discretion and are our property and can be used by us in the case of a dispute. CML does not guarantee that we will maintain such recordings or records or be able to make them available to you;
The Customer may give purchase or sale instructions to CML by means of telephone, fax or electronic mail;
CML is entitled to act upon instructions which are, or appear, to be from the Customer;
CML may at its discretion refuse any order without giving any reasons and without liability for any loss or damage incurred by the Customer or any other party;
CML will not be liable to a Customer or another other party for any loss or damage resulting from CML’s refusal to accept an instruction;
CML reserves the right to require written confirmation of any instruction;
The Customer will provide CML with a specimen signature on request so that CML can authenticate written instructions received by either fax or post. A signature substantially resembling the specimen shall be sufficient for CML to authenticate an instruction as being from the Customer;
Where an order is received by e-mail the Customer accepts that CML cannot absolutely verify that it is either properly placed by the Customer or does not contain errors. Order and payment instructions are given at the risk of the Customer. The Customer agrees to indemnify CML against all losses which it may incur as a result of CML accepting an order or payment instruction and acknowledges that CML is under no duty to make any enquiries concerning instructions or verify instructions sent by e-mail which are believed by CML to be genuine instructions from the Customer;
The Customer agrees to notify CML immediately if it becomes aware of any error or change to contract details it has supplied or is supplied by CML;
Upon receipt of an order, CML will send a Contract Note to the Customer.

9. Research and Advice

CML may also provide the Customer with periodic research and market commentary. This research will be produced in-house but may include third party content.
While CML will use its best endeavours to ensure the accuracy of any research or recommendation, CML gives no representation, warranty or guarantee as to their accuracy or completeness or as to the tax consequences of any resulting transaction.
Any opinion expressed or recommendation given is subject to change without notice.
Any research or recommendation issued is intended solely for the use of the Customer and may contain legally privileged and confidential information. The Customer shall not disseminate, distribute, copy, or otherwise use any research received from CML.
CML agrees to provide information or advice to the Customer in relation to the features of Enterprise Investment Scheme where requested by the Customer. For the avoidance of doubt, the provision of such information or advice is not subject to any rules or regulations of the FCA.

10. Payment and Delivery

The Customer shall pay to CML the Total Price in full as indicated in the Contract Note no later than seven days after the date of the relevant Contract Note, using CML’s payment details as specified in the Contract Note.
CML shall have no obligation to deliver Enterprise Investment Scheme unless CML has received the Total Price in full as indicated in the Contract Note.
CML shall hold all sums received from the Customer in a separate customer account pending payment to the relevant counterparties and will not combine such sums with any CML account;
No interest will be paid on any funds held in the Account.

11. Fees & Charges

CML will charge and the Customer shall pay, a commission of 2.5% of the Total Price in respect of each Contract Note;
CML may vary such commissions and charges at any time with reasonable notice;
CML acts as principal and as such may make a profit (or loss) or take a mark-up, mark-down or credit for CML’s own account. CML is not required to account to you for any income, gain, profit, benefit or other advantage arising from doing so provided that CML does not contravene relevant law and regulation.
Any Customer payment which is overdue shall bear interest at a rate of 5% per annum over the Bank of England base rate; such interest will accrue and be calculated daily from the due date until the date of payment.

12. Cooling-Off Period

The Customer may cancel a Contract Note within seven working days beginning with the day after the day on which the Customer returns the signed Contract Note to CML.
The Customer may only cancel this contract by giving notice to CML in writing;
A notice of cancellation shall be treated as validly given only if the Customer: (i) leaves it at, or posts it to, CML’s address as stated in these Terms, or (ii) faxes it to CML at 0207 265 7901 or (iii) e-mails it to CML at compliance@centralmarkets.co.uk;
Upon receiving such a notice of cancellation, CML shall return any monies paid by the Customer to CML in respect of the relevant Contract Note within 30 days.
CML shall not charge for the cancellation of any Contract Note pursuant to this term;
By exercising a right to cancel the Customer withdraws from the Contract Note and the Contract Note is terminated.

13. Complaints Procedure

CML will endeavour to resolve your complaint as quickly as possible and will acknowledge receipt of your complaint. In any event, CML will send you a final response letter, which sets out the nature of that resolution and any applicable remedy within eight weeks.
Compliance Officer
Central Markets (London) Ltd
America House 2
America Square
London
EC3N 2LU
CML will endeavour to resolve your complaint as quickly as possible and will acknowledge receipt of your complaint. In any event, CML will send you a final response letter, which sets out the nature of that resolution and any applicable remedy within eight weeks.

14. Data Protection

CML will observe the requirements of the Data Protection Act 1998 in the performance of our obligations under these Terms and will comply with any request made or direction given by you which is directly due to the requirements of that Act. CML will only use your information to allow CML to provide our services to you, to assess our risks in providing those services and to enable us to enforce our rights under these Terms if necessary. This may involve passing your information to selected third parties. CML may conduct searches through an identity-referencing agency and other sources of information and use scoring methods to verify your identity. A record of this process will be kept and may be used to help other companies verify your identity. Information may also be passed to financial and other organisations to prevent fraud. CML may from time to time provide you with information relating to other services that CML can offer.

15. Communication

You agree that CML may call upon you at a reasonable hour or otherwise communicate with you without an express invitation.

16. Variation

You accept that CML may change or add to any of the Terms at any time.
In the event of any variation or amendment of these Terms, CML will notify you by post or email that new terms have been published on CML’s website www.centralmarkets.co.uk/

17. Anti-money laundering

The Customer acknowledges that in order to ensure compliance with the Money Laundering Regulations 2007, the Proceeds of Crime Act 2002 and the Joint Money Laundering Steering Group Guidance Notes (as amended from time to time) or any other applicable law, CML may require verification of identity from the Customer. The Customer agrees to provide on demand satisfactory evidence of their identity and do all other acts and such things as may reasonably be required so as to comply with such regulation and laws. CML may use electronic means to verify the Customer’s identity and to perform any other checks necessary for CML to fulfil its obligations under anti-money laundering rules and regulations. You acknowledge that failure to provide the relevant information will delay or prevent any order from being completed.

18. Governing law

These Terms, and any pre-contract relations between CML and the Customer shall be governed by and construed in accordance with the laws of England and Wales and you hereby irrevocably submit for CML’s benefit to the non-exclusive jurisdiction of the courts of England and Wales.

19. Definitions

In these Terms & Conditions, any reference to an individual person shall include bodies corporate, unincorporated associations, partnerships and individuals.

“Enterprise Investment Scheme” the investment into which you are purchasing based upon the prospectus and other marketing documents
“Contract” means any Contract Note entered into between CML and you together with these Terms;
“Customer” shall mean the individual person, legal entity or firm being a customer of CML;
“Contract Note” means the contract note setting out the specific terms of the Customer’s sale or purchase of EIS, a template of which is annexed to these Terms;
“Instruction” means an Order or payment instruction received by CML from the Customer;