Investor Terms & Conditions

These Terms set out the basis on which we, Thrive Funding Limited (Thrive), will allow you to invest on our website www.ThriveFunding.co including any mobile version or app (the Website). Please read these Terms carefully. By registering and using the Website, and in making any investment through the Website, you agree to be bound by these Terms.

These Terms govern your relationship with Thrive and the processes used on the Website but are supplemented by our Website Terms of Service and our Privacy Policy. In making an investment you may also become party to the Investment Documents in relation to that investment. If there is any conflict between the terms of these Terms and Investment Documents, the Investment Documents will prevail. Taken together, all of these documents represent the Platform Agreements.

If you do not understand anything within these Terms or any of the other Platform Agreements, you should contact us before making any investment decision at hello@thrivefunding.co. Alternatively, if you are uncertain as to whether the nature of the investments available on our Website are suitable for your circumstances, you should consult an independent financial adviser.

To help you use these Terms:

SECTION 1 -

tells you about Thrive, its role and the role of certain third parties involved in providing our services to you.

SECTION 2 -

contains information about our regulated status, how we treat you as a customer and your rights under various aspects of the financial services legislation, including how to complain if things go wrong.

SECTION 3 -

relates to the eligibility criteria for investors on the Website.

SECTION 4 -

provides details about the investment process, including what to do if you change your mind after committing to an investment.

SECTION 4 -

concerns what happens in relation to an investment once they have been made.

SECTION 5 -

is about your right to cancel your membership and when these Terms otherwise terminate.

SECTION 6 -

sets out details of Thrive’s fees.

SECTION 7 -

are general terms that apply.

SECTION 8 -

sets out the defined meanings of certain words and phrases used within these Terms.

References to we or us or our mean Thrive. References to you or your are references to you as a registered user of the Website.

SECTION 1 - How we deliver our services

1 Background

1.1 Thrive, will operate the Website and, in accordance with these Terms, allow you to access the Website and to use the functions available on the Website. The Website provides information on investment opportunities in which you may decide to subscribe for Shares in early stage businesses (each a Company).

1.2 Thrive will:

1.2.1 administer the fundraising for each Company (a Fundraising) through the Website; and

1.2.2 co-ordinate the payment and collection of sums due from investors through the Website, or otherwise, with the aim of achieving the Target using ShareIn who will hold funds in a Client Bank Account. Further details of their role is set out in paragraph 9.2. ShareIn is a party to these Terms and Conditions.

2 Investment Risk

2.1 Investing in early stage businesses through the Website carries certain risks and it is your responsibility to ensure that you familiarise yourself with and understand the risks involved. You can read our page on Risks www.thrivefunding.co/risk.

2.2 Nothing Thrive does, nor anything that is on the Website, is to be construed as advice or a recommendation by us in relation to any investment. You have complete control and discretion on whether or not you invest through the Website.

2.3 Thrive gives no guarantees or assurances as to any income, capital growth or other financial gain through your investment in a Company and you may lose some or all of your invested capital.

2.4 Where you are permitted to transfer your Shares, we do not offer any assurance or guarantee that you will be able to sell your Shares. We do not underwrite or guarantee the price or liquidity of any onward sale of Shares.

SECTION 2 - Regulatory Provisions

3 Is Thrive regulated?

3.1 Thrive is a trading name of Thrive Funding Limited, a company incorporated in England and Wales (company number 10582707) and having its registered office at 246 Westminster Bridge Road, London, SE1 7PD. Thrive (firm reference number: 774420) is an appointed representative of ShareIn Limited (FRN 603332) which is authorised and regulated by the Financial Conduct Authority (the FCA) of 25 The North Colonnade, Canary Wharf, London, E14 5HS and as such we are subject to the FCA Rules in our dealings with you.

3.2 Thrive will categorise you as a retail client under the FCA Rules. You may request re¬categorisation as a professional client under FCA Rules, but any such re-categorisation will be conditional upon you meeting various tests required by the FCA. If you are re-categorised as a professional client, it would also mean that there would be limitations to the level of client protections with which you would be provided than if you remained as a retail client. We will provide you with more information relating to being reclassified as a professional client upon request.

3.3 Equity crowdfunding is not suitable for everybody and only certain categories of retail client are permitted to receive the financial promotions relating to, and invest in, the Companies shown on the Website. If you do not fall, or you cease to fall, within one of the exempt retail customer categories you will not be permitted to invest.

3.4 You acknowledge that Thrive will not supply confirmations of any orders, and or resulting transactions, and that our 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 in accordance with the FCA Rules.

3.5 All communications between us shall be in English.

4 Complaints Procedure and Compensation

4.1 Should you have any complaints regarding our service you should put your concerns in writing to our compliance officer, setting out the details of your complaint, to the following address: 246 Westminster Bridge Road, London SE1 7P https://thrivefunding.co/risk.

4.2 Our chief executive will consider and have investigated each complaint carefully. We will acknowledge receipt within three Business Days and will write to you with our final response within eight weeks following your original communication. If you are not happy with the outcome of your complaint you may refer it to the UK Financial Ombudsman Service whose phone number is 0300 123 9123 or 0800 029 4567.

4.3 ShareIn participates in the Financial Services Compensation Scheme (FSCS). The current compensation limit is £85,000 in respect of investment business. The FSCS does not compensate you for losses you may incur in making an investment through Thrive. 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.

SECTION 3 - Joining Thrive

5 Eligibility criteria

5.1 To register with the Website, you must be, and you confirm and warrant to us that you are:

5.1.1 eighteen years of age or older;

5.1.2 legally capable of entering into binding contracts in your own capacity and no other authorisation or permission is required to enable you to do so; and

5.1.3 resident in the United Kingdom and are accessing the site from the United Kingdom, or, you have read and agree to the terms of paragraph 7 below;

and that the declaration you made, via our Website, stating that you are either a “high net worth individual”, “sophisticated investor” or “restricted investor” (as each term is defined in the FCA Rules and set out on our Website) is true, accurate and complete.

5.2 We are entitled to rely upon the information you provide during the self-certification process, but:

5.2.1 we reserve the right to ask you for additional evidence that any declaration that you have made is, in fact, true, accurate or complete;

5.2.2 if we have reason to believe the information you have provided is unreliable or inaccurate, we reserve the right to suspend or terminate your membership pursuant to paragraphs 19 and 20 below; and

5.2.3 we will ask you to re-certify your status under this paragraph every twelve months.

5.3 You may only invest in a Company in your own name and shall ensure that all orders for Shares made through the Website are made exclusively on your own behalf.

6 Our obligations to undertake Customer Due Diligence

6.1 You acknowledge and accept that checks may be conducted on your identity (or, if you are a body corporate, the identity of your underlying owners, partners, trustees or members or that of any entity within your group) to satisfy anti-money laundering and terrorist financing legislation and other applicable legal requirements. Your activity on the Website will be limited, as explained in these Terms, until you have satisfied our required customer due diligence checks. Our obligations to carry out customer due diligence continues for the duration in which you use the Website and from time to time we may require such additional identification and/or information about your sources of wealth as we may think fit.

6.2 A failure to promptly comply with our customer due diligence procedures may, at the absolute discretion of Thrive, result in a suspension or termination of your Account.

6.3 You must inform us promptly of any changes to your personal information (including your residential and addresses, email address, telephone numbers and tax status).

7 Website access

7.1 All personal information that you provide or that we hold about you and your Account will be used in accordance with our www.thrivefunding.co.uk/legal/privacy.

7.2 To access the Website, you will require your email address or user name and password. Your Account is non-transferable.

7.3 You undertake to keep your access details and password secure at all times. You are responsible and liable for all information provided through your Account to us, and are responsible for all activity on your Account (including activity by those parties that you authorise to access your account on your behalf e.g. employees or agents). You must notify us immediately if your Account access details have been compromised, stolen, lost or otherwise breached. We will not be liable for any losses that you suffer if someone else accesses your account using your Account details.

7.4 We will communicate with you using the contact details (including the email address) that you provide to us. You acknowledge and agree that we may communicate with you primarily by email. We may provide information about the risks of investing through the Website through our website. If you need to contact us you should email us at hello@thrivefunding.co; call us on +44 (0)20 7183 6152, or write to us at 246 Westminster Bridge Road, London, SE1 7PD. We will not be liable to you for any losses that you incur if you fail notify us of any change to the details, including the contact details, that we hold about you.

7.5 We will be entitled to rely on any instructions that we receive whilst your Account has been activated using your access details and password. We will act on any instructions given in accordance with our stated procedures that appear, in our reasonable opinion, to be valid, and have no duty to make any further enquiries in relation to such instructions.

7.6 You expressly agree that, when accessing the Website, you will conduct your activity in a true, honest and professional manner.

7.7 We reserve the right not to act on your instructions where we suspect that the person logged into your Account is not you or we suspect illegal or fraudulent activity or unauthorised use.

7.8 If you cease to satisfy the Eligibility Criteria (as set out in paragraph 5), we may restrict, suspend or terminate your access to the Platform without notice, in accordance with paragraph 19 and 20.

8 Overseas users

8.1 The Website is only intended for use by people resident in the United Kingdom and, subject to paragraph 8.2 below, any investors from other jurisdiction warrant that they agree with the terms of this clause.

8.2 The Site is not to be accessed from the United States of America and may not be used by any resident of the United States of America. No offer made on the Site is intended or authorised to be made inside or to any resident of the United States of America.

8.3 Persons who are resident in, or citizens or nationals of, jurisdictions outside the United Kingdom (other than the United States) or who are nominees of, or custodians, trustees or guardians for, citizens or nationals of such jurisdictions (overseas investors) may be prohibited or affected by the laws or regulatory requirements of the relevant overseas jurisdiction. Such overseas shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of any overseas investor wishing to subscribe for Shares advertised on the Website to satisfy themselves as to the compliance with the laws and regulatory requirements of the relevant jurisdiction in connection with the subscription, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes or duties due in such jurisdiction.

8.4 It is the responsibility of any overseas investor to meet any taxes, charges, banking fees, currency exchange fees, foreign exchange rate charges or any other costs in making a subscription through the Website and we reserve the right to refuse to issue Shares to an overseas investor until the relevant subscription amount is received, in full, in pounds sterling.

9 The investment process

9.1 Our role

9.1.1 Each Fundraising opportunity is as a financial promotion and we will have reviewed the information to ensure that as a whole it is fair, clear and not misleading. We ask fundraising companies to provide us with evidence as to any factual statements they may make in connection with their Fundraising and we review statements of opinion, belief or aspiration to ensure they are phrased appropriately. We do not undertake our own due diligence on companies and, whilst we may take reasonable care, we do not audit the information provided to us. We are not liable (save in the case of our own wilful default or fraud) for checking the veracity of the evidence a company provides to us or if any of the information in the fundraising is deliberately misleading or inaccurate. Statements of opinion, belief or aspiration may not be fully realised, if at all, and our approval of such statements does not mean that we believe they will be realised.

9.1.2 Listing a Fundraising on the Website does not mean that we recommend or endorse any particular business, and nor do we provide any recommendation or investment advice. Our role is confined to the approval of the information on the Fundraising page of the Website and we do not take any responsibility for other information about the business from other sources (including through any third-party content links from our Website) or that may be made through the bulletin board or by the business through social media.

9.1.3 In making the investment you agree that you have done so solely based on information contained on the Website, together with any independent knowledge that you may have and professional advice that you may have received.

9.2 Funding your Commitment

9.2.1 The total amount of money that you indicate you will invest in a Fundraising is your Commitment for that Fundraising. The total amount of money in pounds sterling actually received by the Custodian from you for investment in a Campaign is your Funded Commitment for that Fundraising.

9.2.2 It is your responsibility to ensure that the balance in your Account is sufficient to fund your Commitment for each Fundraising. For example, you are responsible for all bank transfer charges and fees and, and if you are transferring funds from an account denominated in a currency other than pounds Sterling, for the currency exchange rate that is applied and any currency exchange fees or charges. Any shortfall in the funds received will reduce your Funded Commitment accordingly.

9.2.3 No fractional Shares will be issued. This means that if on Campaign End Date your Funded Commitment is not a whole multiple of the Issue Price, then we will reduce your Funded Commitment to the next lowest whole multiple, and the excess will be applied to your Account.

9.2.4 For purposes of these Terms, Total Proceeds means the total of the Funded Commitments by all investors in a Fundraising.

9.3 Target Amount and Overfunding

9.3.1 Each Company will agree with us the minimum amount of funding they will accept (the Minimum Amount) and the maximum amount of funding they will accept (the Maximum Amount). Unless otherwise disclosed in the Fundraising page, the Minimum Amount and Maximum Amount will be 50% and 125% of the Target Amount, respectively.

9.3.2 If the Total Proceeds for any Fundraising exceeds the Target Amount, this will be reflected on the Platform as Overfunding. Overfunding will be accepted up to the Maximum Amount, but not more.

9.3.3 Completion of a Fundraising will be conditional on at least the Minimum Amount being raised during the Fundraising and any other conditions precedent listed on the Fundraising page.

9.4 Investment Agreement, Cooling-Off Period and Refunds

9.4.1 Each time you invest in a Fundraising, you will be required to execute the Investment Documents between you and us by confirming your agreement on the Website, confirming the amount of your Commitment and your agreement to purchase the Shares on the Closing Date. You will be able to view and download the Investment Agreement before executing it.

9.4.2 You will have 14 clear days starting on the date of your Investment Agreement to cancel your Commitment (theCooling-Off Period). If you choose to cancel your Commitment within this period, you must give notice to Thrive as indicated on the Website before the end of the Cooling-Off Period, and your Commitment will be refunded in accordance with paragraph 9.4.3 below. You may not cancel your Commitment after the Cooling-Off Period .

9.4.3 If you are entitled to a refund under this Agreement - If you have paid by bank transfer or from the Available Balance of your Wallet, then your Commitment will be refunded to your Wallet.

9.5 Aggregation of orders

We will combine your Funded Commitment with other investors that have also agreed to purchase Shares in the relevant Company and allocate Shares pro rata to investors’ respective Funded Commitments. While it is unlikely that the aggregation of orders and transactions will work overall to the disadvantage of any investor whose order is to be aggregated, the effect of aggregation may work to an investor’s disadvantage in relation to a particular order.

9.6 No offer to the public

A Fundraising is not intended to constitute a public offer for the purposes of section 755 of the Companies Act (or in any other jurisdiction in which such offer or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction). Fundraisings listed on the Website are not intended for any person other than the registered users of the Website.

10 Payment

10.1 All investments in a Fundraising must be made directly on the Website following the procedures set out on the Website. You may not invest in a Fundraising other than through the Website.

10.2 The minimum amount you can invest in a Fundraising will be set out in the Fundraising page and will normally be £500 (or the next highest whole multiple of the Issue Price), although you can invest more than once in the same Fundraising.

10.3 You may pay for each investment by making a bank transfer or using the available balance (if any) in your Account. You may not combine different payment methods for a single investment but you may top-up your Account prior to agreeing to invest.

10.4 All amounts paid by you will be credited, pending completion of an investment, to a wallet operated by ShareIn as part of your Account.

10.5 Once you have agreed to purchase Shares you will not be entitled to withdraw the funds that will be used to purchase the Shares from your Account, unless you have validly exercised the withdrawal rights set out in paragraph 9.4.

10.6 Upon completion of an Investment, the Investment Amount will be debited from your Account and paid to the Company in return for the issue of the Shares.

11 Money to be held by ShareIn

11.1 The Thrive Funding account will be held by and administered by ShareIn as a client account which is maintained separately from ShareIn’s own money in accordance with the rules of the Financial Conduct Authority. ShareIn will make payments to and receive them from Issuers on your behalf. ShareIn maintains records of the individual entitlements of each investor and Issuer for these purposes.

11.2 The Website allows you to credit money to an electronic wallet which forms part of your Account and which can then be used by you to purchase Shares through the Website. Until such a time that you use this money to purchase Shares, this will remain your money and can be withdrawn by you at any time. No interest will be paid on any credit balance in your Account.

11.3 If the fundraising target is met and the investment proceeds, investments issued by Issuer will be allocated to you in value equal to the entire amount or a fraction of the amount of subscription that you requested. ShareIn shall arrange for your investments to be issued to you by paying the subscription amount from your Thrive Funding account to the Issuer and the corresponding investments shall be registered in your name. Any of your subscription which is not allocated to investments will be kept in your Thrive Funding account pending your instructions.

11.4 ShareIn will pay any fees owing to Thrive Funding, itself and other services providers (if any) out of the relevant account. Thrive Funding shall not be responsible for the discharge of ShareIn’s obligations in respect of holding client money under these Terms and Conditions.

SECTION 4 - Post-investment provisions

12 Account Information and record retention

12.1 You can view the balances of your Wallet and your full transaction history through your Account at any time. These are the only ways in which you will be able to obtain information about your Account and your investments from us, and we do not intend to send any form of periodic statements to you.

12.2 Unless we are required by force of law (or regulatory requirement), we will retain our records in relation to your membership of Thrive, and any investment activity you undertake on the Website, for a minimum period of six years following termination (or such longer period as may be required) in order to comply with our legal and regulatory obligations. You are not entitled to request the destruction or deletion of any such records unless our legal and regulatory obligations have ceased.

13 Ongoing information about your investments

13.1 In addition, we require each Company that has issued Shares via the Website to provide us with certain financial and other information on a timely basis on behalf of the investors. We will make this information available to you on the Website promptly as we receive it.

13.2 If the Company is in breach of any provision in the Investment Agreement or in default of any obligation owed to you, Thrive may assist investors in pursuing the discharge by the Company of its obligations and/or any legal remedies that may be available to the investors but shall not be responsible for doing so. You agree to indemnify and hold harmless Thrive in relation to any such assistance that may be provided, including (without limitation) costs that either of them might incur.

14 Investment Returns

14.1 If we arrange with a Company for a dividend or other distribution to be paid to ShareIn on your behalf, or we receive any proceeds from the sale of those shares, we will arrange for your share of the dividend or proceeds to be distributed to you. These payments will be credited to the balance of your Account, less our fees where applicable, all as set forth in the Investment Agreement. You may choose to withdraw this money at any time, or re-invest in a similar manner as set out in these Terms.

15 Corporate actions

We may (but are not obliged to) offer Company the facility to communicate with investors through the Website in relation to any corporate activity requiring the consent or participation of its shareholders. Where this is the case you will be notified through the Website and, to the extent practicable, offered the opportunity to vote on or exercise your rights. However, Thrive shall not be responsible to either you or the Company in respect of any failure or deficiency relating to corporate actions undertake through the Website.

16 Taxation

Payments to you will be made after deduction of any relevant tax, Regardless of whether we withhold tax, it is your responsibility to account for any taxes that may be payable to the relevant authorities. In addition, you may be eligible for certain tax reliefs on investments you make through the platform, including under the Enterprise Investment Scheme (EIS) and the Seed Enterprise Investment Scheme (SEIS). The availability of any such reliefs will be described in the relevant fundraising and Investment Agreement.

17 Transfer Provisions

You will be entitled to transfer your interest in a Company in the following ways only to your estate, upon your death; or by a sale in accordance with the articles of association of the Company (for shares).

18 No secondary market

We do not currently intend to create a secondary trading market to purchase and sell Shares in which you have invested, and you must not rely on our creating any such secondary trading market as a means of selling your Shares.

SECTION 5 - termination

19 Termination

19.1 There is no minimum duration for these terms and termination of will only occur:

19.1.1 in the event that Thrive becomes insolvent as such term is defined in accordance with the Insolvency Act 1986;

19.1.2 you withdraw funds from your payment account and close your account with us. You may close your account by sending an email to hello@thrivefunding.co; or

19.1.3 following notice by Thrive giving in accordance with paragraph 19.2.

19.2 We may terminate your Account where we believe it to be desirable for legal or regulatory reasons or upon giving you at least 30 days' written notice for any other objective reason including, without limitation:

19.2.1 your breach of these Terms or the Website terms;

19.2.2 we suspect that you have committed or are concerned in committing fraud, money laundering or other criminal activities;

19.2.3 you use of the Platform in any of the following ways:

(a) to cause, or in a way that is likely to cause, interruption or damage to the Platform;

(b) for fraudulent or other criminal purposes;

(c) for any illegal, offensive, abusive, indecent, defamatory, obscene, menacing activity or conduct;

(d) in breach of any copyright, trademark, confidence, privacy or other right of any party;

(e) to cause nuisance or distribute a software virus, Trojans, bugs, or for commercial solicitation, chain letters, mass mailings or any other conduct we regard as spam;

19.2.4 you no longer fulfil (in whole or part) the Eligibility Criteria;

19.2.5 being an individual, you are the subject of a bankruptcy petition (or similar event in your jurisdiction);

19.2.6 you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or you make a proposal for, or enter into, any compromise or arrangement with your creditors .

19.3 If you have an outstanding or incomplete order, you may only terminate if you first withdraw any active investment offer in accordance with paragraph 12.

19.4 If you have made any investments through the Website these terms will continue to apply until such time as you have disposed of or sold your investments.

20 Restricted account access

20.1 We may restrict or suspend your access to the Website at any time:

20.1.1 until we are satisfied that you meet the Eligibility Criteria and our customer due diligence checks are complete, including any ongoing requirement we may require in accordance with these Terms; or

20.1.2 for any reason as outlined in paragraph 19.2.

20.2 Our right to restrict or suspend access to the Website is in addition to, or as an alternative to, any right of termination under paragraph 19.2.

20.3 Restricted access shall mean that you will not be able to invest using the Website, or post in any forum area of the Website. Restricted access will not affect your rights or obligations in relation to any investment you have made.

21 Dormant accounts

21.1 We will treat an Account as dormant if there have been no transactions for a period of six years (a Dormant Account);

21.2 If an Account becomes a Dormant Account, we will give you 28 days’ notice (sent to the last known email and/or postal address that we have for you) to reclaim any money within your Account. If, after we have given you notice, you do not claim the money in your Account, we may close your Account.

21.3 You agree that we need no longer treat the balance in a Dormant Account as client money. We will use reasonable efforts to trace you but if we are unable to contact you, we may transfer any remaining balance in a Dormant Account to a registered charity of our choice. However, we will retain a record of the balance that we have transferred from the Dormant Account and will repay such balance on receipt of a valid and verifiable claim from you or your personal representatives.

SECTION 6 - Fees and charges

22 Our Fees

22.1 We only charge a fee to entrepreneurs. This fee is a percentage of the amount raised by the relevant business through the Website. This means that when a business raises a given amount of money as investment, we will deduct a proportion of that amount as our fee, and the investee company will therefore receive less than the amount it raised. Additional fees related to dis¬intermediation and breakage may also apply, all as set forth in the agreement we enter into with the entrepreneur.

SECTION 7 - general

23 Conflicts of interest

23.1 If any conflicts arise which we could not effectively manage, we would not be in a position to provide our services to you.

23.2 You agree that we or any of our associates may effect transactions for you in which we or an associate has directly or indirectly a material interest or a relationship of any description with another party which involves or may involve a potential conflict with our duty to you.

23.3 Subject to the terms of this conflicts policy, neither we nor any of our associates shall be required to account to you for any profit, commission or remuneration made or received from or by reason of such transactions. It is possible that the Borrowers will be entities: in which we and our associates have financial interests; or to which, we or our associates provide services. Accordingly, we or any member of our group (including any associate) may be entitled to gains, profits or fees from or in relation to such companies and entities.

24 Using Fundraising information

Fundraising on the Website are for you to make your investment decisions and not for any other purpose. While you are not legally required to keep the information presented in a Fundraising confidential, you may not use it in any way to compete with or otherwise impede the success of the relevant business, and if you do so we may bring an action against you for any damage you have caused to our reputation, to our business or otherwise. You indemnify Thrive for any loss or damage, including reputational damage, including legal and other costs and expenses suffered or incurred as a result of your breach of this obligation of confidentiality.

25 Assignment

25.1 You shall not be entitled to assign, transfer, sub-contract or delegate any of your rights or obligations under these Terms.

25.2 We may assign the whole or part of any of our rights under these Terms to any person.

26 Waiver

26.1 If we fail to insist on your strict performance of these Terms or if we fail to exercise any of our rights or remedies to which we are entitled under these Terms, or any other document referred to herein, this will not amount to a waiver of such rights or remedies nor will it relieve you of your obligations under these Terms.

26.2 No full or partial waiver of any such right or remedy shall restrict us from exercising that right or remedy, or any other right or remedy, in the future.

27 Time of Essence

Time shall be of the essence in relation to your obligations arising under these Terms.

28 Force majeure

We shall not be in breach of this Agreement if there is, and shall not be liable or have responsibility of any kind for any loss or damage incurred by you as a result of, any total or partial failure, interruption or delay in performance of our duties and obligations occasioned by any act of God, fire, act of government, state, governmental or supranational body or regulatory authority or war, civil commotion, terrorism, failure of any computer dealing system, interruptions of power supplies, labour disputes of whatever nature or any other reason (whether or not similar in kind to any of the above) beyond our reasonable control.

29 Limitation of Liability

29.1 You acknowledge and accept that the Website operates as a forum intended to facilitate the investment in equity or debt and it does not make recommendations. We therefore make no warranty nor assume any liability in respect of the performance of any of the investments available through the Website.

29.2 We will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with our services for:

29.2.1 loss of profits;

29.2.2 loss of sales or business;

29.2.3 loss of agreements or contracts;

29.2.4 loss of anticipated savings;

29.2.5 loss of use or corruption of software, data or information;

29.2.6 loss of or damage to goodwill; and

29.2.7 any indirect or consequential loss.

29.3 Subject to paragraph 29.4, our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with our services shall be limited to the Investment Amount.

29.4 This paragraph 27 does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraud, neither of which can excluded or limited under English law, or any liability we have to you as a “client” arising under the Regulatory System (as defined in the FCA Rules).

30 Severability

lf any of these Terms or any provisions of any other document featured as part of your relationship with us are determined by a competent authority to be invalid, unlawful or unenforceable, to any extent, then such term or condition will be severed from the remaining Terms which will continue to be valid, as far as permitted by English law.

31 No Partnership or Agency

Nothing in these terms is intended to or will be used to establish any partnership or joint venture between the parties, nor authorise any party to make any commitments for or on behalf of any other party.

32 Tax

You should take your own tax advice in relation to any investment made through the Website. We make no warranty or representation in relation to the tax position which will apply to you following the making of any investment by you.

33 Changes

33.1 We may modify these Terms from time to time in accordance with this paragraph and the current terms will always be posted on our website, including the last revision date. Accessing the Website after any change is deemed acceptance of those changes.

33.2 We may, without limitation, amend these Terms:

33.2.1 in order to comply with applicable laws or regulations;

33.2.2 to reflect a change in our regulatory status and any consequential amendments that may result from us having to comply with the FCA Rules from time to time;

33.2.3 to make these terms fairer or clearer, or to correct mistakes;

33.2.4 to reflect changes in the way that third parties provide services to us or interact with you through the Website or the identity of the third parties providing those services;

33.2.5 to enable us to make changes to our own services as we develop our technology and the things that we may decide to offer to you.

33.3 If we propose a change that is detrimental to registered users, we will give 30 days’ notice of those proposed changes (unless we are obliged to make the change sooner for legal or regulatory reasons) but otherwise we may make such changes immediately.

34 Entire Agreement

These Terms and any document expressly referred to in them constitute the whole agreement between us and supersedes all previous discussions, correspondence, negotiations or agreement relating to this subject matter.

35 Survival

All disclaimers, indemnities and exclusions in these Terms shall survive termination of our agreement for any reason, as shall any other provisions of these Terms that by their nature are intended to survive such termination.

36 Notices

36.1 Any notice or other communication given to either party in connection with this contract shall be in writing and delivered by hand or sent by pre-paid first-class post (or an equivalent next day delivery service) at its registered address (if a company) or its principal place of business or residential address (if an individual), or sent by email to the email address notified to the other party in accordance with this contract. Our email address for the service of notices is: hello@thrivefunding.co

36.2 Any notice or other communication will be deemed to have been received if delivered by hand, on signature of delivery receipt or at the time the notice is left at the proper address, or if sent by email, at 9.00 am on the next working day after it is sent or if sent by post (or other delivery service) on the second working day after posting.

36.3 All correspondence and communication between us and you will be in the English language.

37 Third party rights

Unless expressly provided to the contrary in these Terms, a person who is not a party to these Terms may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999, and, notwithstanding any term of this Agreement, no consent of any third party is required for any amendment (including any release or compromise of any liability) or termination of this Agreement.

38 Governing Law and Jurisdiction

Any contractual or non-contractual dispute or claim arising out of or in connection with the Website or its subject matter or formation will be governed by English law and such disputes or claims will be subject to the exclusive jurisdiction of the courts of England and Wales.

SECTION 8 - Interpretation

39 Interpretation

In these Terms, the following words and phrases are defined within these Terms as follows:

Account

the account you open with Thrive upon registration comprising your profile and personal data, details of any Shares you hold and any pending investments, your Wallet and any relevant Investment Documents

Campaign End Date

is usually 5:00pm on the date longstop date specified on the Fundraising page or the date when all Funded Commitments equal the maximum amount, whichever is the earlier

Commitment

see paragraph 9.2.1

Company

a company seeking investment through a Fundraising

Cooling-Off Period

see paragraph 9.4.2

Dormant Account

see paragraph 21.1

Eligibility Criteria

the eligibility criteria for investors set out in paragraph 5

FCA Rules

the provisions of the FCA Handbook in force from time to time;

FSCS

see paragraph 4.3

Funded Commitment

see paragraph 9.2.1

Fundraising

a investment opportunity listed on the Website on behalf of a Company and the fundraising process administered by Thrive on behalf of the Company

Investment Documents

any documents in connection with your investment in a Company, such as an investment agreement, subscription agreement, shareholders’ agreement, deed of adherence

Issue Price

the issue price of the Shares, specified in the Fundraising page

Maximum Amount

see paragraph 9.3.1

Minimum Amount

see paragraph 9.3.1

Overfunding

see paragraph 9.3.2

Overseas investors

see paragraph 8

Platform Agreements

the Terms, together with our Website Terms of Use, Privacy Policy, risk warnings and any Investment Documents you enter into

Shares

shares to be issued by a Company in connection with a Fundraising

Target Amount

the target amount a Company is seeking to raise in connection with a Fundraising and specified on the Fundraising page

Total Proceeds

see paragraph 9.2.4

Wallet

an wallet provided by ShareIn and forming part of your Account