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CoEnergy Platform Terms and Conditions v1.2

0 Summary

Reading Terms & Conditions is hard we aim to give you the highlights but please note this is not a substitute to reading the full Terms and Conditions.

  • CoEnergy Platform is software used by companies, cooperatives and societies (Issuers) for 2 main purposes:
    • raise money for their projects or businesses;
    • to engage and give transparency to investors over the life of the Investment;
  • It was built to avoid data being help on spreadsheets, give you more transparency of your investment, and minimise the administration of such Investments;
  • We provide a service to the Issuers and we are paid for by them to deliver this service. Users do not have to pay to use CoEnergy Platform;
  • You should be able to invest without registering as user, but you might not have a digital visibility of your investment and its performance or engage in its governance via the CoEnergy Platform but your data will still likely be entered into the CoEnergy Platform as per the service agreement with the Issuer;
  • We do some due diligence on the Issuers but that is not an endorsement of the Issuer or their investment offers;
  • CoEnergy is not responsible for the performance or the governance of the Investments you make, the underlying risks with the Investment should be outlined in the offer documents section by the Issuer. We are not responsible for any losses you incur or any tax liabilities which arise as a result of your dealings with us;
  • Please read the Issuer offer document and the risks associated with that investment before you invest;
  • We are decentralised to enable each organisation to have a direct relationship with you via their website and domains;
  • We will not sell any of your personal data, additionally the information we hold about you will not be disclosed to anyone unless:
    • we are legally required to disclose;
    • we have a public duty to disclose;
    • our interests mean we must give the information (for example, to prevent fraud);
    • it is required for our arrangements with third parties providing the CoEnergy Platform and related services and the agreed Investments to you;
  • We will aggregate your data and use in a way where you would be not be identifiable, for example how many people invested in a Issuer or average investment size in an Investment;
  • We will hold personal and sensitive data that is required for the purpose of managing your investment. All data is encrypted and monitored on our database and we use other role based security practices to protect your data;
  • We use the latest enterprise tools trusted by banks, and many companies worldwide to deliver a safe and intuitive experience;
  • Payments made digitally are processed by well-known payment gateways such as GoCardless and Stripe and once processed the money will go to an account held by the Issuer. CoEnergy Platform will not hold your money at any stage during your investment, any refunds or requests to cancel need to comply with the Issuers offer document and will need to be requested to the Issuer;
  • Our software is designed by humans so there is always a risk of bugs and breaches, we request that if you spot anything unusual you contact us;
  • All data in the CoEnergy Platform is held physically in UK territory within Microsoft Azure datacenters;
  • We do not hold an FCA license or certification as we are not required for the types of assets being fundraised with the CoEnergy Platform and for the type of service we provide. We are not authorised to, and will not:
    • give you any investment advice or tax advice;
    • make any personal recommendation to you;
    • advise you about the merits of a particular transaction; or
    • match investment opportunities with users.

Our contact details: info@coenergy.app

1 Introduction

CoEnergy Platform is software that enables Issuers (our customers) to streamline the process of fundraising (crowdfunding) online as well as manage and engage their investors over time directly on their domain.

1.1 These Terms and Conditions form the contract between you and us for the use of the CoEnergy Platform as a service from the Issuer. They explain our obligations to you and your obligations to us.

1.2 Please read these Terms and Conditions before you use the CoEnergy Platform and if there is anything that you do not understand please contact us at info@coenergy.app because these are the Terms and Conditions on which we will rely.

1.3 Other terms and conditions may apply to the Issuer for their role and responsibility.

1.4 You should read these Terms and Conditions carefully and print and retain a copy for future reference. We can provide you with additional or up to date copies of these Terms and Conditions if you request this.

1.5 The selection to provide this service was made by the company you will be investing in, and can be changed or withdrawn by them under the terms of our services agreement.

1.6 We are not responsible for the performance or the governance of the Investments you make, the underlying risks with the Investment should be outlined in the offer documents section by the Issuer. We are not responsible for any losses you incur or any tax liabilities which arise as a result of your dealings with us.

1.7 We may appoint any person or company to perform any of our functions or responsibilities under these Terms and Conditions

1.8 If you have any questions regarding these Terms and Conditions or our services please contact us at info@coenergy.app if you have any question regarding the Investment please contact the Issuer (or their directors) for those clarifications.

2 Use of the CoEnergy Platform

2.1 The CoEnergy Platform is a piece of software used by the Issuers (the company you are investing in or have invested in). The CoEnergy platform will record your unique user access (with your chosen credentials), your application details and enables you to select your preferred methods of payment for your Investment. CoEnergy Platform can be used by registered users to access details of, and apply to invest in, a single Issuer. Such opportunities could include bonds, loan agreements, shares or other Investments, each of which will be detailed in documents section on our CoEnergy Platform.

2.2 These Terms and Conditions set out important information including, without limitation, information regarding how you may make use of the CoEnergy Platform as well as your rights, obligations and the restrictions that may apply when you use the CoEnergy Platform. We recommend that you read these Terms and Conditions and the Privacy Statement carefully before using the CoEnergy Platform.

2.3 These Terms and Conditions govern the relationship between you and us when you access and use our CoEnergy Platform.  By applying to be a registered user of the CoEnergy Platform and by continuing to CoEnergy Platform, you agree to be legally bound by these Terms and Conditions.

2.4 You will be asked to confirm you agree to the offer details and their associated risks when buying specific Investments via the CoEnergy Platform and in all cases the offer document will cover any terms and conditions specific to each Investment. If there is any inconsistency between these Terms and Conditions and any such terms and conditions, the latter terms and conditions shall prevail.

3 Meaning of words

3.1 In these Terms and Conditions, a number of words and phrases have a special meaning, which is explained here:

  • “you”“your” and “users” refers to any person who accesses and/or uses the CoEnergy Platform;
  • “we”“us”“our” refers to Say Watt Ltd, a company registered in England and Wales with company number 11349671, that built and owns the CoEnergy Platform;
  • “Account” means your user account on the CoEnergy Platform held with us;
  • “CoEnergy Platform” means software you will be using to invest and access your investment details afterwards, that is accessible to you when you register as a user. The CoEnergy platform will run on the Issuers chosen subdomain (example platform.issuer.co.uk);
  • “Investment(s)” means the bonds, loan agreements, shares or other investments, provided by the Issuer;
  • “Issuer” means the entity or company which registered users apply to invest in or lend to, and which issues the Investments. and will have their logo throughout as identified in the related offer document;
  • “Maximum Fundraising Amount” means the amount set out in the relevant offer document as the maximum amount that the Issuer is looking to raise through the offer;
  • “Minimum Fundraising Amount” means the amount set out in the relevant offer document as the minimum amount that the Issuer is looking to raise through the offer and if this threshold is not met the investment will not proceed;
  • “Terms and Conditions” means these terms and conditions;
  •  “UK resident” means a person who is resident in the United Kingdom, as determined by the rules of the UK Government from time to time. See their website https://www.gov.uk/tax-foreign-income/residence for more details; and

4 Terms and Conditions for registered users

4.1 Registering as a user

You will be required to register your details and open a user Account to access the CoEnergy Platform including to apply for and purchase any Investments.

It may be possible to invest in the Issuer offer without opening a user Account in the CoEnergy Platform, this would have to be requested to the Issuer. However even in this scenario it is likely that your Investment data will be recorded in the CoEnergy Platform for the Issuer’s benefit.

Becoming a registered user involves providing us with your personal information including your name, email address, address and phone number. You must complete the registration form and all information provided must be up-to-date, true, accurate and complete.

We may accept or reject applications to register as a user and Investment applications at our discretion acting reasonably.

Each registration is for a single user only. Your registration is not transferable and you must keep your registration details secure at all times, as these details will be used to identify you. You are responsible for all information and activity on this CoEnergy Platform by any person using your details. If you authorise or provide your Account credentials to an agent, family user, employee or sub-contractor to use your Account with our CoEnergy Platform (in contravention of these Terms and Conditions), you will be responsible for the third party’s activity on the account.

We have the right to disable any username or password at any time, if in our opinion you have failed to comply with any of the provisions of these Terms and Conditions.

Any breach of security, loss, theft or unauthorised use of your security details must be notified to us immediately. We reserve the right not to act on your instructions where we suspect that the person logged into your Account is not you or we suspect illegal or fraudulent activity or unauthorised use.

We do not accept responsibility for any loss you or anybody else may suffer because any instructions or information sent by you or us are sent in error, fail to reach the recipient or are distorted unless such loss results from our negligence, failure to exercise reasonable skill and care, fraud or our deliberate default.

We may rely on all communications given or made by you or anyone else using your email, username, account number and password which we reasonably believe to have been made by you or on your behalf. You will be bound by any agreement entered into or expense incurred on your behalf in reliance upon such a communication.

We will not be responsible for any payments from your personal bank account or any loss you may suffer caused by your failure to keep your registration details confidential, your fraud or your failure to comply with these Terms and Conditions. We will not be responsible for any act, omission, failure, fraud, delay, negligence, insolvency or default of any bank, financial institution, clearing or payments system, or regulatory, governmental or supra-national body or authority, nor for any failure or any disruption to any communications systems required to operate in order for any monies to be transferred. We shall not be responsible if it is or becomes unlawful for us to give any instruction or make any payment required by these Terms and Conditions.

You agree not to adapt or circumvent the systems in place in connection with the CoEnergy Platform, nor access our systems other than by using the credentials assigned to you and by following the instructions that we have provided for that type of connection.

4.2 Services we provide to registered users

If you become a registered user for the purposes of using the CoEnergy Platform, we agree to provide you access to the services agreed with the issuer they can include:

  • Application for the Investments;
  • Make payments to Issuer chosen payment gateways such as Stripe and GoCardless for card and direct debit payments;
  • Access to your details in the Investment registry;
  • Change some of your personal details in the registry such as update address, email, bank accounts details and nominee;
  • Vote towards annual general meetings;
  • Access relevant documents related to investment;
  • Access to records of any proceeds made to date (both capital and interest payments);
  • Access to Investment and Issuer information:
    • Company details
    • List of existing directors
    • Social media feeds;
    • Performance of the Investment;
    • Social impact of your Investment;

We will provide the services descried above in accordance with these Terms and Conditions.

We are not authorised to, and will not:

  • give you any investment advice or tax advice;
  • make any personal recommendation to you;
  • advise you about the merits of a particular transaction; or
  • match investment opportunities with users.

There are no charges to you associated with setting up an Account. Our services are paid for by the Issuer.

You will be able to log in at any time in order to monitor your investment portfolio and/or Investments at any time through the “Log in” section of the Issuer website.

Payments for your Investments can be made by bank transfer, debit card payment. Any cash or cheques payments might be possible if you speak to the Issuer but will be processed in the CoEnergy Platform just like a bank transfer.

Capital and interest payments will be paid out (by the Issuer) into the user specified bank account, record for these payments should become visible on the CoEnergy platform after the Issuer loads them.

We will carry out reasonable due diligence on all Issuers and investment opportunities before enabling the CoEnergy Platform to be used by the Issuer. However, you should conduct your own research and analysis of an Investment and seek independent advice where appropriate. Please refer to the section on “Reliance on information posted and disclaimer” below for more details.

4.3 Your responsibilities

You should only continue to use your Account if the following statements are, and continue to be, true:

  • You are a UK resident.
  • You have all right, authority and capacity to entire into these Terms and Conditions and to invest in the Issuer using the CoEnergy Platform.
  • You are acting on your own behalf. If you are acting on behalf of a company, see below.
  • You will provide us promptly on request with a copy of any documents which we may reasonably require from time to time.
  • You will not use our services, operate any Account or use the CoEnergy Platform for any purpose which is unlawful, abusive, libelous, obscene or threatening.
  • You will ensure that you have the power, authority and approval to enter into and perform your obligations under these Terms and Conditions.
  • You confirm you are 18 years of age or over.
  • You confirm you are not insolvent or bankrupt or subject to any insolvency proceedings or arrangements.

By accepting these Terms and Conditions you confirm that each of the statements above is true and accurate at all times during your being a registered user or (if longer) at all times that you have an outstanding interest in an Investment.

4.4 Terminating your registered user status

You can terminate your Account at any time by written notice to the following email address info@coenergy.app. Please include your name and email used to register your user Account.

We can terminate or suspend your Account at any time by writing to you in the following circumstances:

  • In the case of an Issuer, ceasing to exist.
  • You are in breach of these Terms and Conditions.
  • We believe it is necessary or desirable to terminate your registered user status for legal or regulatory reasons.
  • We decide that the Account be closed on the grounds that in our reasonable opinion the continuation of the registered user status is or may be materially detrimental to the CoEnergy Platform.

Following suspension of your Account, you will not be able access the CoEnergy Platform.

4.5 Registered users that are companies

We accept a company as a registered user for certain services, if it is a private or public limited company, society or trust incorporated in the UK. The bank account specified for the purposes of the company’s dealings with us must be a UK bank account in the company’s name.

The board of such a company will need to appoint a corporate representative to act on the company’s behalf as a registered user. We may also request some additional information relating to such a company to confirm that the appropriate authorities are in place, together with appropriate identity checks.

4.6 No advice given

We can execute your application to invest in an Investment but cannot advise you on what investments to make. You acknowledge and agree that we are only executing your application and we are not providing advice to you.

4.7 Applications to invest

Details in relation to each Investment will be set out in the related offer documentation provided on the CoEnergy Platform. You must always read the offer document in full to understand the offer-specific terms and conditions.

Please note that once you apply for an Investment you are subject to the offer-specific terms and conditions.

In certain circumstances we may not be able to fulfil your application. This could be for a number of reasons such as, but not limited to where:

  • incomplete application;
  • digital payment (for direct debit or card) process incomplete or failed;
  • not receiving payment;
  • the overall Maximum Fundraising Amount for investment is reached before your application can be completed;
  • there is insufficient demand from investors and the Minimum Fundraising Amount is not reached; or
  • the Issuer is unable or unwilling to take investment at that time.

Minimum Fundraising Amounts and Maximum Fundraising Amounts might be made clear in the offer document. We will notify you once the Maximum Fundraising Amount is reached, and after the cooling off period has expired (as explained below) if you have not cancelled your application, your application to invest is unconditional and, you will have to invest in the Investment.

Any cooling off period of your investment will need to be checked on the offer document. Any requests for money back will need to comply with Issuer offer document and made to the Issuer. We will not manage or hold any payment you make.

When you make your application, the additional terms and conditions on which you are making that Investment will be in the offer document.

There is currently no secondary market available through which you may sell Investments, the majority if not all Investments made via CoEnergy will be withdrawable and not transferable, meaning you can request your capital back but cannot sell your investment to someone else. You therefore acknowledge and agree that once you have made an Investment, it may not be possible to sell your Investment to another party.

Where you have a transferable Investment and have found a buyer for the Investment in question, please contact us. You should consider the lack of liquidity in your decision as to whether to invest.

Once you apply for an Investment it will be notified to your registered email of your application and the status of your application will be set to pending approval, until your payment has cleared in the Issuers bank account, the Issuer will then approve or deny your application, once this has been done and updated by the Issuer on the CoEnergy Platform you will receive another notification with this information. Any problems with your application status or payment should be dealt with directly with the Issuer.

Issuers will not deduct any other tax from your Investment returns unless this is requested by HMRC. It is your responsibility to account for any other tax and other personal taxes that may be payable to the appropriate authorities.

We may notify HMRC or other entities, on behalf of the Issuer, of your Investment or interest payments if they reach certain thresholds under which we have an obligation to notify the relevant authorities.

4.8 Paying for your Investment and receiving the proceeds of an Investment

When you apply for an Investment, and subject to the necessary identification, categorisation and other checks being complete, you will be prompted to pay for the Investment via bank transfer, debit card payment, credit card payment, direct debit, cash or cheque, payment options are at the discretion of the Issuer.

When you make a bank transfer, we will provide details of the Issuer bank account and the payment reference to use for the relevant transaction. We ask you to transfer funds to such Issuer bank account from your personal bank account using the payment reference provided in order that the Issuer can identify your payment, approve and complete the transaction. Your money will be held by the Issuer after your payment.

If the Issuer is unable to verify with reasonable certainty that a payment has come from a bank account in your name, the Issuer may return the payment to its source and will not be responsible for any delays or charges or expenses incurred by you as a result nor for any losses you may suffer including any losses that we could not reasonably have expected to occur.

4.9 Charges to investors

We do not make charges for our services but reserve the right to introduce fees in future. Any fees and charges associated with an Investment will be clearly stated and communicated to you at the time you apply for an Investment.

Please note that we are typically remunerated by the Issuer for services we provide to the Issuer in relation to the Investment. The main fee is typically a percentage of funds raised if fundraising and an annual software subscription per user to the CoEnergy Platform. We may also share any payment received or make payments to a third party for introducing us to the Issuer or any other introductions or for research and due diligence services. Details of any arrangements with relevant third parties will be made available upon request.

4.10 Risks

Before you buy any Investment using the CoEnergy Platform, you should make sure that you fully understand the risks which are set out in the relevant offer document and conduct your own due diligence on the Investment and Issuer to determine whether the Investment is suitable for you on the basis of such information.

If the Issuer becomes insolvent you may lose some or all of your capital. If you are in any doubt about the contents of the CoEnergy Platform or any offer document and/or the action you should take, you should immediately consult an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) who specialises in advising on the acquisition of Non-Readily Realisable Securities.

All Investments are medium or long term investments and your capital may not be readily realisable. Please read the risks pages in each of the offer documents in relation to the risks associated with any particular offer.

4.11 Communicating with you

Communications will generally be sent to you by email. However, we may telephone you to discuss matters related to you if necessary. The communications will be made managed by the Issuer.

Any documents of title, contracts and other information and documentation in relation to the investments you buy using the CoEnergy Platform may be sent to you electronically.

Issuers may need to send you printed documents, these will be sent to the last known postal address that we hold for you and we or the Issuer will not be responsible if you do not receive them for any reason.

You must update immediately of any changes to your personal details, including your postal address, your email address, your telephone numbers (mobile and landline) and, if relevant, your bank details.

When we receive returned mail, emails or payments, we will take reasonable steps to contact you to get your new details. However we do not have to send further communications to the old address or old email address.

You agree that some communications from the Issuer to you and from you to the Issuer may come via us and you accept these communications as part of your user Account registration.

If we send communications to you:

  • By post, to the last known postal address that we hold for you, they will be treated as received by you four Business Days after posting.
  • By email they will be treated as received by you immediately upon sending to the most recent email address we hold for you.

We will not ask for any acknowledgement of receipt from you in respect of communications sent in accordance with the above.

We may also communicate with you by publishing information on the CoEnergy Platform in which case the information will be treated as received by you when it is published. You agree to us providing you with information, including information about the nature and risks of investments by posting that information on the CoEnergy Platform and you must check the CoEnergy Platform regularly for up-to-date information, which we may also choose to send to you by email. Information on the CoEnergy Platform is subject to change without notice.

If you need to contact us urgently, you should email us at info@coenergy.app in the first instance.

The language of our communications and all documents relating to the CoEnergy Platform shall be English.

4.12 What you must tell us

You agree to notify us immediately if you become aware of any of the following:

  • loss, theft or unauthorised use of your registered user log-in details;
  • that you have not received, within the expected timeframe, any promised communication such as, but not limited to, confirmation of a purchase, confirmation of completed transaction, or transfer of funds;
  • receipt by you of a confirmation of a purchase, or of a completed transaction, which you did not place;
  • changes in any of your circumstances as relevant to and described in these Terms and Conditions.

4.13 Intermediaries

We do not currently pay intermediaries commissions. If you use an intermediary in connection with your decision to invest in an Investment through the CoEnergy Platform, your intermediary is responsible for disclosing to you their fees that relate to the advice or service that they give to you and their legal ability to do so.

5 Terms and Conditions of use for the CoEnergy Platform

5.1 Accessing our CoEnergy Platform and availability

Access to the CoEnergy Platform is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide via the CoEnergy Platform without notice (see below). We will not be liable if for any reason the CoEnergy Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of our CoEnergy Platform, or our entire CoEnergy Platform, to users. We will try to inform you in advance of any such suspension through a general notice on the Website but this may not always be practicable.

While we endeavour to ensure that the CoEnergy Platform is normally available 24 hours a day, we cannot promise that the CoEnergy Platform will be free from errors or omissions nor that it will be available uninterrupted and in a fully operating condition. The CoEnergy Platform may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons reasonably beyond our control. We will not be liable to you or to any other person in the event that all or any part of the CoEnergy Platform is discontinued, modified or changed in any way. We do not accept liability arising from any errors, omissions, interruptions of service or delays that may occur in connection with the CoEnergy Platform.

We shall not be liable for any failure, any suspension or any termination of access to the CoEnergy Platform in connection with or arising out of an event beyond our reasonable control. In these Terms and Conditions, an event beyond our reasonable control shall include, without limitation, strikes, lock-outs or other industrial disputes, nuclear accident or acts of God, war or terrorist activity, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident or breakdown of plant or machinery, interruption or failure in communications networks and facilities (including the internet), computer viruses, unauthorised access, theft, operator errors, fire, flood, storm or default of suppliers, and where they are beyond our reasonable control, any other acts, events, omissions or accidents.

You are responsible for making all arrangements necessary for you to have access to our CoEnergy Platform.

5.2 Security notice

It is important that you keep your password and username safe and secure. This is essential to help prevent fraud and protect your Account. Please make sure you do the following:

  • Keep your computer secure. Make sure that any computer you are using benefits from up to date anti-virus and spyware software and a personal firewall. If you use a public computer (for example, in an internet café or library), you should ensure you do not leave any personal details stored on that computer after you have finished using it.
  • Keep your username and password secret. This includes (but is not limited to) taking the following precautions: (1) destroying any password notification immediately after receipt from us; (2) never writing your password or username details in a way that might be understood by someone else or recording them on any item or in any place that might be accessed by someone else; (3) taking all reasonable care to ensure that no one sees your password or username when you use them.
  • Treat emails you receive with caution and be very wary of emails or calls asking you to reveal any personal security details. Neither we nor the police will ever contact you to ask you for your CoEnergy Platform password or username information. If you are unsure whether a call is genuinely from us, you can call us back to verify that it is. If you provide your password or username to anyone you may be responsible for any losses on your Account.
  • Always access our internet site by typing coenergy.app into your web browser.
  • Follow any further security advice we may offer on our Website.

Please remember that internet communications are not secure unless the data being sent is encrypted. We cannot accept any responsibility for any unauthorised access by a third party and/or corruption of data being sent to us by email.

5.3 Your use of the CoEnergy Platform

You agree that you will not use the CoEnergy Platform in any way that may lead to the encouragement, procurement or carrying out of any criminal or unlawful activity or that is fraudulent, or has any unlawful or fraudulent purpose or effect. Furthermore, you agree not to do anything that may cause damage to the CoEnergy Platform or our servers, systems or equipment or those of third parties, nor access any users’ data or penetrate or circumvent any CoEnergy Platform security measures or attempt to do any such acts.

You accept that you are able to stop using the CoEnergy Platform at any time and at your sole discretion.

5.4 Sanctions

As soon as we are made aware of activities that breach our Terms and Conditions or our Privacy Statement, prompt action will be taken. If you witness such breaches please notify us at info@coenergy.app immediately.

We reserve the right to:

  • suspend, restrict or terminate your access to the CoEnergy Platform or any part of it; and/or
  • move, modify or remove any content or take further legal action,

in the event of breaches or suspected breaches of our Terms and Conditions or our Privacy Statement, any applicable laws or regulations, or where our rights or third party rights are threatened or infringed.

5.5 Our CoEnergy Platform changes regularly

We aim to update our CoEnergy Platform regularly, and may change the content at any time.

If the need arises, we may suspend access to our CoEnergy Platform. Any of the material on our website may be out of date at any given time, and we are under no obligation to update such material.

What will not change are the details of an individual offer once published. You will receive an electronic copy of your application, and you should save any offer documents as a permanent record of the investment opportunity.

5.6 Reliance on information posted and disclaimer

We shall use our reasonable skill and care to ensure that information provided on the CoEnergy Platform is correct.

Commentary and other materials posted on our CoEnergy Platform are not intended to amount to advice on which reliance should be placed. You should use the offer document as the only basis for any investment decision, together with any independent third party advice which you may receive.

Save where we have not performed our services with reasonable skill and care and as far as we are legally able to, we disclaim all liability and responsibility arising from any reliance placed on such information, commentary and materials by any visitor to our website or CoEnergy Platform, or by anyone who may be informed of any of its contents.

Our CoEnergy Platform displays materials containing information supplied by third parties subject to the Terms and Conditions of our responsibilities. We shall not be responsible for the content of third party materials or information, except to the extent that we have expressly accepted such responsibility or that it was our legal obligation to verify such information.

None of the materials or information on the website or on the CoEnergy Platform are intended to amount to, or should be seen as, advice, or a recommendation to buy or sell any Investment or enter into any transaction.

None of the materials or information on the website or on the CoEnergy Platform constitute a direct offer to sell or a solicitation of an offer to purchase securities and in particular does not constitute an offering in any state, country or other jurisdiction where, or to any person or entity to whom, an offer or sale would be prohibited.

You should consider whether any Investment or transaction is suitable or appropriate for you and take such independent advice as you consider is appropriate.

We will conduct a reasonable level of due diligence on Investments Products offered via the CoEnergy Platform. It does not, however, validate claims made by the Issuer.

5.7 Viruses, hacking and other offences

You must not misuse our CoEnergy Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our CoEnergy Platform, the server on which our CoEnergy Platform is stored or any server, computer or database connected to our CoEnergy Platform. You must not attack our CoEnergy Platform via a denial-of-service attack or a distributed denial-of-service attack.

By breaching this provision, you would commit a criminal offence. We reserve the right report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our CoEnergy Platform will cease immediately.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our CoEnergy Platform or to your downloading of any material posted on it, or on any website linked to it.

6 General Terms and Conditions

6.1 Confidentiality

We will treat all your personal information as private and confidential (even when you are no longer a registered user). Information we hold about you will not be disclosed to anyone unless:

  • we are legally required to disclose;
  • we have a public duty to disclose;
  • our interests mean we must give the information (for example, to prevent fraud);
  • it is required for our arrangements with third parties providing the CoEnergy Platform and related services and the agreed Investments to you;
  • the disclosure is made with your consent.

Where required by legislation or agreement with tax authorities to do so, we may disclose personal and financial details to a tax authority.

We will not give your name and address to anyone else for marketing purposes unless you provide consent for us to do so.

To ensure that we, or someone acting on our behalf, carry out your instructions accurately and for compliance and training purposes, we may monitor and/or record your telephone calls with us. Any recordings remain our sole property.

6.2 Crime prevention and debt recovery

To prevent crime, verify your identity, recover debt and to meet our legal obligations, we may exchange information (both within the UK and, where appropriate, overseas) with fraud prevention, law enforcement, debt recovery agencies and other organisations including other lenders.

If you give us false or inaccurate information and fraud is identified, details will be passed to fraud prevention agencies to prevent fraud and money laundering.

6.3 Our liability

Nothing in these Terms and Conditions shall restrict your statutory rights (including your rights to receive a reasonable standard of service), nor shall anything in these Terms and Conditions exclude or limit our liability for death or personal injury resulting from our negligence or from any fraud or fraudulent misrepresentation nor any other liability which cannot be excluded or limited under applicable law.

Nothing in these Terms and Conditions excludes or limits our liability under the Financial Services and Markets Act 2000 or any rules or requirements of the Financial Conduct Authority.

If we fail to comply with these Terms and Conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen (or we ought to have known it might happen), including for example if you discussed it with us during the process.

We have exercised reasonable skill and care in undertaking due diligence on Investments.  However, we cannot guarantee that your assessment of such Investments would be the same as ours. You acknowledge and agree that you must conduct your own independent assessment of the Investment and, unless we fail to exercise reasonable skill and care, you acknowledge and agree that we are not liable to you for any loss or damage you suffer from the results of our due diligence on Investments.

You acknowledge and agree that we will not be liable to you for any third party failures that impact you or our ability to provide services to you including, without limitation, where such failures are by the Issuer, bank or payment gateways involved in the service.

We will also not be liable for loss or damage that results from our failure to comply with these Terms and Conditions that fall into the following categories (whether direct or indirect):

  • loss of income or revenue;
  • loss of business;
  • loss of profits;
  • loss of anticipated savings;
  • loss of data;
  • loss of expected returns;
  • losses that were not caused by our breach;
  • damage from the use of (or failure to use) or reliance on the CoEnergy Platform or any information provided in it;
  • waste of management or office time.

However, this will not prevent claims for loss of or damage to your tangible property that are foreseeable or any other claims for direct loss that are not excluded in the former categories.

6.4 Your rights are personal to you

Your rights under these Terms and Conditions are personal to you and you may not transfer them to anyone else. Your obligations under these Terms and Conditions may not, without our prior written agreement, be performed by anybody else.

A person who is not a party to these Terms and Conditions will have no rights to enforce any of these Terms and Conditions.

6.5 Changes to these Terms and Conditions

From time to time we may change these Terms and Conditions. We will notify you of any material change by email. We will always make the latest version of these Terms and Conditions available on our website.

Any such changes shall not apply to applications to invest that have been accepted prior to the date of the change. However, it is your responsibility to ensure you review these Terms and Conditions regularly to familiarise yourself with any changes.

If we decide to make any material change to these Terms and Conditions that is not to your advantage we will give you two months’ notice of the change. The only exception is when there is a change in the law or regulations, where we will provide you with as much notice as is reasonably practicable in the circumstances but this may be less than 30 Calendar Days.

If the changes are not to your advantage you may wish to terminate your usership. If we do not hear from you, we will consider that you have accepted the changes.

If we make any material changes to these Terms and Conditions that do not disadvantage you, we may make them immediately and tell you about them within 30 Calendar Days of having done so.

You will not be notified by email or post of incidental changes such as clarity, drafting and typographical amendments or changes to reflect the facilities offered by new functionality or services on or via the CoEnergy Platform to benefit our customers. These will be made immediately and will be available on our Website.

6.6 Severance

If any of the Terms and Conditions in these Terms and Conditions are not consistent with the law in force at the time, the terms and conditions of the law take priority.

If any provision of these Terms and Conditions shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Terms and Conditions which shall remain in full force and effect.

  • Complaints

Even though we aim to give you the best possible service and information, there may still be occasions when you wish to complain. If you have a complaint about a product or service that we offer we would welcome the opportunity to investigate what has happened and put it right where we can. We would like to hear from you by email: info@coenergy.app

If you are unhappy with our response, or we have not sent you a final response within eight weeks of the original complaint, you may have the right to take your complaint to the Financial Ombudsman Service.

If you would like the Financial Ombudsman Service to look into your complaint, you must contact them within six months of the date of any final response issued. You can find out more about the role of the Financial Ombudsman Service by contacting us and requesting a copy of the leaflet, or you can contact the Financial Ombudsman Service directly:

Financial Ombudsman Service
Exchange Tower
London
E14 9SR

Tel: 0800 023 4 567

Email: complaint.info@financialombudsman.org.uk

www.financial-ombudsman.org.uk

As this service is offered online you can submit your complaint through the European Commission’s Online Dispute Resolution website. You can find out more information by visiting webgate.ec.europa.eu/odr/main/?event=main.home.show. The European Commission may forward your complaint to the Financial Ombudsman Service.

If you are unhappy with any product you have received from an Issuer or other third party, you should direct your complaint directly to them.

6.8 Compensation arrangements

You should note that you will not be able to claim against any compensation scheme if the Investments you make through the CoEnergy Platform do not perform, meaning they do not make payments or repayments in line with your expectations or you lose any of the capital invested.

Your money will be held and managed by the Issuer in their bank account.

In the event of our insolvency, we may enter into arrangements with an appropriately qualified third party service provider or we may cease the service and hand over your latest data back to the Issuer. You will be notified of any such arrangements by the Issuer if and when these become relevant to you.

6.9 Regulatory information

CoEnergy Platform does not have any specific FCA certification or license to operate because it is not directly promoting investments and the underlying assets are not covered by regulatory standards that would require them.
In 2019 the CoEnergy Platform was accepted into the FCA Green FinTech programme and has had extensive conversations with the FCA on best practices and guidance for community shares and similar assets.

6.10 Governing law and jurisdiction

These Terms and Conditions are governed by English law and you can bring legal proceedings in the English courts in relation to any claim arising from, or related to, your use of our CoEnergy Platform. If you live in Scotland you can bring legal proceedings in either the Scottish or the English courts in relation to any claim arising from, or related to, your use of our CoEnerggy Platform. If you live in Northern Ireland you can bring legal proceedings in either the Northern Irish or the English courts in relation to any claim arising from, or related to, your use of our CoEnergy Platform. We retain the right to bring proceedings against you for breach of these Terms and Conditions in your country of residence or any other relevant country.

The CoEnergy Platform is intended for users in the United Kingdom. We make no representations that the materials and offers used by issuers on the CoEnergy Platform are suitable for users outside the United Kingdom, and if you choose to access the CoEnergy Platform from outside of the United Kingdom you are solely responsible for ensuring compliance with all relevant local laws.

These Terms and Conditions were last updated on 27 October 2019.