Secondary Market Terms and Conditions
1.IntroductionChamperty Limited, trading as AxiaFunder (referred to in these Terms and Conditions as “Axiafunder”, “we”, “us” or “our”) operates a Secondary Market which operates as a “Bulletin Board” to enable members to buy and sell securities previously offered through the AxiaFunder website from and to other members.
2.The Bulletin Board Service2.1 The AxiaFunder Bulletin Board service is available to investors that become members through our website pursuant to our Website User and Investor Terms and Conditions www.axiafunder.com/legal/investor-terms. Words and phrases defined in the Website User Investor Terms and Conditions shall bear the same meaning in these Terms and Conditions. Unless there is a conflict between the provisions of these Terms and Conditions and the Website User and Investor Terms and Conditions, the Website User and Investor Terms and Conditions shall apply to your use of the Bulletin Board.
2.2 The details of the original investment structure, the underlying litigation funding arrangements and updates since the original purchase will be set out on our Website. It is the responsibility of investors to familiarise themselves with the information available prior to buying or selling investments through the Bulletin Board. AxiaFunder does not provide investment advice. Information on the Website will include time-sensitive information that may change over time and it is the responsibility of investors to ensure that they are basing their decisions on the most recent information available by tracking through the updates that have been provided. We do not provide investment advice and, while we will take reasonable steps to ensure that material price-sensitive information that we have been provided with by the litigants has been made available to members using the Bulletin Board, we are not responsible for the accuracy and completeness of that information or for adapting it to individual circumstances. We may determine what information is materially price-sensitive at our discretion, acting reasonably.
2.3 We have absolute discretion as to whether and when to enable investors to publish indications of interest in buying or selling a particular investment on the Bulletin Board. It may, without limitation but subject to compliance with its regulatory obligations, apply restrictions upon:
2.3.1 the investors who are eligible to access the Bulletin Board;
2.3.2 the types of investment that members can post about and whether to suspend investments from trading at certain times (for example, but without limitation, we may decide to suspend trading close to a hearing);
2.3.3 the terms upon which members may seek to transact, including price and timing; and
2.3.4 whether to offer a Bulletin Board at all.
3.Selling on the Bulletin Board3.1 Where we permit a given investment to be sold on the Bulletin Board, members can elect to put an existing investment for sale on the Bulletin Board and set the price, subject to any price constraints and minimum sale volume amounts set by us. If a member is not prepared to accept our price and volume constraints, they should not list the investment for sale. We may require members to sell all of their holding of an investment, or to only sell part of the investment, at our discretion.
3.2 Selling members receive notifications of offers to accept the proposed sale from prospective purchasers. A selling member can choose whether to accept or reject the offer at their own discretion. If a selling member fails to accept an offer to buy within 3 days of the offer being made, the offer will be declined. If a selling member declines an offer to buy without providing a reason that we accept at our absolute discretion, we may remove any posts the selling member has on the Bulletin Board and refuse the selling member future access to the Bulletin Board.
3.3 Once an offer to purchase has been accepted by the selling member, it cannot be cancelled and neither the selling nor the purchasing member shall have cancellation rights.
3.4 Sale posts that are not subject to an offer can be withdrawn at any time.
4.Purchases on the Bulletin Board4.1 Buying members may offer to purchase less than the whole amount of the investment being sold, subject to any minimum volume requirements we may set. Please note, that any indication of available holdings on the Website is merely indicative and does not guarantee that holdings will still be available (for example, there may be a delay between a sale being agreed and the Website being updated to reflect the sale). The selling member is not obliged to accept offers to purchase investments on the terms they have posted and we and the selling member may remove a post at any time.
4.2 Offers to purchase investments can only be made by members who have sufficient funds in their AxiaFunder account.
4.3 The rights and obligations attaching to investments will be set out in the terms of the investment documentation you are required to acknowledge as part of your application to invest.
4.4 Offers to purchase that have not been accepted can be withdrawn at any time.
5.Completion of a transaction5.1 Once we receive notice that a selling member has accepted an offer to purchase, we shall arrange for the payment monies to be transferred from the purchasing member to the selling member’s AxiaFunder account and for the fees and taxes set out in clause 7 to be paid. Upon settlement, we shall arrange for the transaction to be completed and update the issuer’s investment register (acting as the issuer’s registrar) and update the records on the Website.
5.2 We shall arrange for transactions to be completed in the order we receive notice of acceptance by the selling member. The selling member may choose the order in which he accepts offers to purchase, but if they choose to accept offers in a non-sequential order, we shall require an explanation for this and may choose to suspend the selling member if we do not find the explanation reasonable.
7. Fees and tax7.1 We shall charge a fee of 2.5% [plus VAT] of the final accepted purchase value of the investment to the selling member. We shall deduct our fees from the purchase price and the net proceeds shall be paid to the selling member’s AxiaFunder account.
7.2 In addition to the fee in clause 7.1, we shall charge a fee of 2.5% [plus VAT] of the final accepted purchase value of the investment to the purchasing member. The purchasing member will need to have sufficient funds in their Axiafunder account to fund both the investment purchase, stamp duty reserve tax at 0.5% (SDRT) and our fee as a condition of the transaction proceeding. We shall deduct our fees from the purchasing member’s AxiaFunder account and pay the SDRT from the purchasing member’s AxiaFunder account to HMRC. Members are responsible for all other taxes. We do not provide tax advice.
8. General8.1 We have no obligation to provide the Bulletin Board service to you and may withdraw it at any time, so we shall not be required to provide you with notice of amendments we make to these Terms and Conditions. We will always post the current version on our Website so you can view them when you next log in. By using the Bulletin Board service, you agree to be bound by the terms currently in force at the time of the transaction. You should never rely on the being able to sell your investments on the Bulletin Board and should always be prepared to hold your investments for the full term.
8.2 AxiaFunder staff and other persons with access to inside information about the litigation are not permitted to trade on the Bulletin Board without our express request, which we may refuse to grant at our discretion. You must notify us if you have access to inside information about the litigation as a condition of using the Bulletin Board. Members breaching this condition shall be required to indemnify AxiaFunder for putting any counterparty in the position they would have been in had they not entered into the transaction and AxiaFunder may set off sums owing to a member under an investment or standing to the member’s credit in the client money account against sums the member owes pursuant to this clause.
8.3 These Terms and Conditions are governed by and to be construed in accordance with English law. In the event of any matter or dispute arising out of or in connection with these Terms and Condition, you and we shall submit to the non-exclusive jurisdiction of the English courts.
8.4 If any of these Terms and Conditions is found to be illegal, invalid, or unenforceable by any court of competent jurisdiction, the remainder shall, so far as possible, continue in full force and effect. Nothing in these Terms and Conditions shall operate so as to exclude or restrict any obligation we may owe to you under the UK regulatory system.
8.5 No single or partial exercise, or failure or delay in exercising any right, power, or remedy by us shall constitute a waiver by us of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these Terms and Conditions or otherwise.
8.6 If you have any questions about these Terms and Conditions, or wish to contact us for any other reason, you can contact us by telephone on: +44 203 286 5922 or by email to: email@example.com.