Welcome to Sandford Blair Capital. These Terms and Conditions (hereinafter referred to as "Terms") govern your use of our website located at www.sandfordblaircapital.com (hereinafter referred to as "our website") and the services provided by Sandford Blair Capital, a trading name of Sandford Blair Capital (hereinafter referred to as "our services"). By accessing and utilising our website and services, you expressly agree to adhere to these Terms in full. If you do not accept these Terms, please abstain from using our website and services.
Please review the following agreement (the Terms) before utilising the Platform and the Services.
These Terms are subject to occasional amendments, thus we recommend revisiting them every time an investment is made via an offering on our Platform.
Offerings for Investment are not intended for the general public. Investments can only be made by registered members of the Platform, based on the information provided in the Offerings by the respective companies.
Sandford Blair Capital does not dispense advice or recommendations concerning any aspect of investments transacted, barring information concerning the technical utilisation of their platform. Essentially, Sandford Blair Capital does not provide you with investment, financial, legal, taxation, or any other type of advice in association with any investments you undertake through the Platform. Neither the content on the Platform nor any communications sent to you by Sandford Blair Capital is intended to serve as advice or a recommendation. Should you require or desire advice, we advise you to consult a suitable professional in the field of investment, finance, law, taxation, or any other relevant domain.
Not all products or services may be available in all jurisdictions or to all clients.
We draw your attention to the Risk Warnings specified in these Terms.
(1) The User, being a private individual or a corporate entity utilising the Services and Platform (hereinafter referred to as "You")
(2) Sandford Blair Capital, a private company, limited by shares, registered in Belgium. The registered office is located at Kolveniersvest 592500 Lier, Belgium.(hereinafter referred to as "Sandford Blair Capital", "We", "Us", or "Our").
1.1. Definitions: Applicable Laws and Regulations: Any and all laws, rules, and regulations pertinent to either party in relation to these Terms, applicable at any given time.
Constitutional Documents: The articles of association pertaining to the Offering Company, any convertible instrument (if applicable), bond instrument, or any other constitutional documents related to an investment.
Cooling Off Period: As defined in clause 4.9.
Confirmation Email: An email dispatched to You as specified in clause 11.6.
Body Corporate or Partnership: Refers to either i) a corporate entity, constituted by a body of persons, legally authorised in its jurisdiction of incorporation to act as a single entity while being distinct from the individual persons or ii) a formal partnership arrangement existing between two or more persons or other corporate entities conducting business collectively with a view to profit.
EIS: The Enterprise Investment Scheme, defined under the Income Tax Act 2007, subject to amendments or updates over time.
FSMA: The Financial Services and Markets Act 2000 of the UK.
HMRC: Her Majesty's Revenue and Customs.
Insolvency Event: Pertains to You in the event of:
Investment: Pertains to proposed or actual investments (as the context allows) by You in shares or other equity securities offered by or in the Offering Company.
Offering: Denotes an investment proposal tabled by the Offering Company through the Website.
Offering Company: An entity or fund that presents an investment opportunity to You via the Website.
Website: Refers to the Sandford Blair Capital website, accessible at www.sandfordblaircapital.com and www.sandfordblaircapital.com
Privacy Policy: Represents the policy regarding privacy and data protection as periodically updated and issued by Sandford Blair Capital.
SEIS: The Seed Enterprise Investment Opportunity as outlined in the Income Tax Act 2007, which may be subject to future amendments or updates.
Services: The services offered by Sandford Blair Capital connected to arranging Investments, and made available through the Website.
Successful: If an Offering meets its identified target, it is deemed Successful. If no target is specified, an Offering is automatically considered successful upon its expiration.
Working Day: Refers to any day that does not fall on a Saturday, Sunday, or a public or bank holiday in England.
1.2. If there is a conflict between these Terms and a prospectus related to an Offering, the details in the prospectus will hold precedence.
1.3. By accepting these Terms, You also confirm that You acknowledge and consent to: (1.3.2.) Any risk warnings and disclaimers present on all Offering pages (updated from time to time); (1.3.3.) The Privacy Policy; (1.3.5.) That the Investments occasionally made available are not public offers in any jurisdiction, and by agreeing to these Terms, You confirm that the offer was not accessible to the public in any jurisdiction.
1.3.1. By accepting these Terms, you confirm that you have read, understood, and agreed to be legally bound by the terms and conditions outlined in this document. Your acceptance of these terms is a prerequisite for accessing the investment opportunities provided by Sandford Blair Capital. It is important that you thoroughly review these terms, as they form the contractual basis for your interactions with Sandford Blair Capital and govern your use of our services and participation in our offerings.
1.3.2. By accepting these Terms, you acknowledge and consent to abide by the risk warnings and disclaimers outlined on the Offering pages of Sandford Blair Capital. It is essential to understand that these warnings and disclaimers are subject to change and may be updated to reflect the latest market conditions and associated risks of the offerings. We encourage you to review these sections diligently before making any investment decisions, as your continued engagement with our services signifies your understanding and acceptance of these risks.
1.3.3 You acknowledge and agree that Sandford Blair Capital reserves the right to update or modify these Terms at any time. Such updates may reflect changes in market conditions, our services, legal and regulatory requirements, or other aspects of our business. We will notify you of any significant changes to the Terms and such modifications will take effect immediately upon being posted to our website. By continuing to use our services after any such changes, you accept and consent to the updated Terms. We encourage you to review the Terms periodically to ensure that you are aware of any changes and understand the current terms of your engagement with Sandford Blair Capital.
1.3.4. In accepting these Terms, you affirm that the investment opportunities presented by Sandford Blair Capital are not public offerings and are restricted to private placements in all jurisdictions. These opportunities are offered under conditions that are compliant with applicable securities laws, which are designed to protect both the investor and the integrity of the investment market. Your participation is based on the acknowledgment that these offers are not accessible to the general public and that you meet the necessary criteria as a private investor. This understanding is crucial for maintaining compliance with legal restrictions on public solicitations and the distribution of investment opportunities.
1.4. If You represent a Body Corporate or Partnership, "You" in these Terms referring to performing a specific action through the Website or executing any action that a natural person can physically carry out, will be construed as a reference to Your Agent acting on Your behalf. All other instances of "You" refer to You as a corporate body.
1.5. These Terms do not incorporate, and should not be construed in conjunction with or supplementary to, any legal agreement (or Investment Agreement) presented as part of an Offering (which might be with the Offering Company instead of Sandford Blair Capital) specific to an Investment. It is recommended that You seek separate legal advice relating to any legal agreement that forms part of an Investment.
1.6. Within these Terms, "shares" also include references to equity securities or units that comprise part or the whole of an Investment, where the context permits.
2.1. Sandford Blair Capital may periodically amend these Terms, aiming to simplify understanding, meet legal or regulatory requirements, stay in line with industry developments, reflect alterations to Sandford Blair Capital's business, offerings, or services, or pertaining to issues not impacting your fundamental contractual rights.
2.2. If Sandford Blair Capital introduces a change that affects any of your core contractual rights, we will provide you with at least 10 Working Days' notice prior to such changes being implemented in relation to you. This notice may be delivered via email, a notification on the Website, or other means permitted within these Terms.
2.3. Should Sandford Blair Capital issue you such notice and you don't raise an objection to the amendment via the means specified in the notice before the amendment becomes effective, you will be assumed to have accepted the amendment. If you object to an amendment, that amendment will not be implemented in relation to you; however, your objection will be construed as your notice of termination in accordance with these Terms.
3.1. Upon registration on the Website, you represent, warrant, and commit to the following:
3.1.1 You qualify as either:
(a) An individual who is 18 years of age or older;
(b) A legal entity, including but not limited to a limited company, limited partnership, limited liability partnership, or any other recognised legal entity; or
(c) A partnership or unincorporated association, including a fund not organised as a legal entity.
3.1.2 Your acceptance of these Terms, participation in the Investments and/or utilisation of any of the Services neither infringes any laws or regulations applicable to you nor contravenes legalities in your country of residence.
3.1.3 All information provided by you or on your behalf during the sign-up process or any time thereafter was, at the time given, and remains, accurate and truthful in all respects.
3.1.4 You have furnished Sandford Blair Capital with:
(a) Your full legal name;
(b) Your current address;
(c) Your valid and frequently accessed email address; and
(d) Any other information requested by Sandford Blair Capital.
3.2. You commit to keeping the information provided to Sandford Blair Capital (including, but not limited to, that stated in 3.1.4) updated and to promptly inform Sandford Blair Capital of any modifications.
3.3. In relation to the guarantees provided in 3.1, Sandford Blair Capital may, at any time and upon notice, request that you present reasonable evidence substantiating your age, legal status, and country of residence.
3.4. Any email address supplied under 3.1.4 will be verified through a verification email at any given time. Supplying a temporary or otherwise artificial email address may result in the suspension or termination of your account and/or cancellation of any Investments.
3.5. You shall adhere to such identification and other anti-money laundering requirements that Sandford Blair Capital may periodically require.
3.6. You may only register on the Website once. Attempting to create multiple accounts for yourself by using different email addresses or other identifying information is prohibited. If you attempt to do so, your usage of the Website and/or Services may be terminated by Sandford Blair Capital.
4.1. Only if you have been approved by Sandford Blair Capital can you utilise the Services for Investments.
4.2. To gain this approval from Sandford Blair Capital, you must fulfil the criteria outlined at https://www.legislation.gov.uk/uksi/2005/1529/schedule/5/made and thereafter self-declare either as a "high net worth investor" or a "self-certified sophisticated investor".
4.3. You ensure that any declarations or certifications made under 4.2 are truthful, honest, and complete.
4.4. Sandford Blair Capital may periodically ask you to re-validate your self-certification or provide evidence that supports your self-certification.
4.5. At all times, you guarantee that you possess the experience, expertise, and knowledge to comprehend the risks involved in, and to make your own investment decisions about, Investments in businesses of the type displayed on the Website.
4.6. If you want to modify your certification, you must immediately contact Sandford Blair Capital to request a different certification.
4.7. Sandford Blair Capital reserves the right to approve or deny your eligibility to act as an investor at its sole discretion, regardless of the authorisation processes outlined in these Terms.
4.8. Sandford Blair Capital reserves the right to withdraw any authorisation granted under these Terms if it reasonably determines that you no longer meet the certification requirements stipulated above, or that you lack or have lost the necessary experience, expertise, and knowledge to understand the risks and make informed decisions about Investments.
4.9. The Cooling Off Period is defined as fourteen (14) calendar days from the date of entering into an investment agreement. During this time, you have the legal right to reconsider and rescind your investment commitment without any penalty. This period is intended to provide you sufficient time to thoroughly review your investment decision, ensuring it aligns with your financial objectives and risk tolerance. If you decide to cancel your investment within this Cooling Off Period, please notify Sandford Blair Capital in writing as soon as possible to facilitate the withdrawal process.
5.1. Sandford Blair Capital may levy an service fee/investment Fee from the Offering Company, contingent upon the terms of any agreement it holds with the Offering Company. This fee will be subtracted from the gross Subscription Price received by the Offering Company.
5.2. Sandford Blair Capital reserves the right to impose additional charges related to each individual offering. All such fees and costs associated with an Offering will be disclosed on the Website and relevant Offering promotional material prior to your order placement to subscribe in shares in the pertinent Offering Company.
5.3. You recognise that you may be required to pay additional charges or fees directly to the Offering Companies or to third parties in connection with an Investment, and you acknowledge that these fees or charges are not associated with these Terms. You assure and undertake to Sandford Blair Capital that you will cover such fees or charges and you indemnify Sandford Blair Capital against any loss, liability, cost or expense stemming from the same.
6.1. Upon deciding to make an Investment via the Website, your Investments in the Offering Company (or in other Opportunity operating the business) may be entrusted to a separately appointed nominee company. This nominee company will maintain the legal title to the pertinent shares as your nominee (the Nominee), while you will retain the beneficial interest. The comprehensive terms of this nominee agreement will be outlined in the applicable Investment Agreement.
6.2. In scenarios where a Nominee manages and possesses your shares under a nominee arrangement, you will be deemed the beneficial owner of the Offering Company's shares but not the legal owner. You will acquire an economic interest in the Offering Company analogous to the economic interest you would hold if you directly purchased its shares (subject to any fees outlined in these terms or the Investment Agreement). However, as you will not manage or hold the shares, your legal position will not be equivalent to that of a direct shareholder.
6.3. Any terms and provisions in these Terms that are influenced by such a nominee arrangement, including but not limited to, references to orders, subscription, shares, shareholding, and shareholders, shall be interpreted accordingly to uphold the nominee arrangement's efficacy.
6.4. Any statement within an Offering that suggests that the shares will be held directly or in each individual's name shall supersede the provisions of this section.
7.1. These Terms do not exclude or limit liability for death or personal injury resulting from the negligence of either party or their agents or employees, nor for fraud by or on behalf of either party.
7.2. Any liability under these Terms shall not be limited to the extent that such liability cannot be excluded or limited by any Applicable Law or Regulation.
7.3. Sandford Blair Capital's liability, including the liability of its affiliates, group companies, directors, officers, and employees arising from contract, tort, negligence, pre-contract or other representations, or otherwise out of this agreement or its performance, shall be limited in aggregate to the lesser of (a) the total amount you invested in the Offering on the Website up to the date of the event leading to the claim; or (b) £ 1,000.
7.4. Sandford Blair Capital's liability to You shall be confined to the amount you invested in the relevant Investments via the Website. Sandford Blair Capital shall not be responsible for any of the following losses and damages (including costs and expenses relating to or arising from such losses or damages) whether originating from statute, tort, delict (including negligence), contract, or otherwise, regardless of whether Sandford Blair Capital has been advised of the possibility of such losses and damages:
(a) any consequential, indirect, or special losses;
(b) loss of revenue;
(c) loss of business, profits, opportunities, interest or anticipated savings;
(d) increased working costs;
(e) loss of goodwill and reputation;
(f) any breach of Applicable Laws and Regulations by Sandford Blair Capital or an Offering Company;
(g) claims by third parties, including but not limited to Offering Companies, shareholders, prospective investors, or investors concerning Sandford Blair Capital and/or any Offering.
7.5. Despite the preceding provisions, Sandford Blair Capital will not be liable to You for any loss or damage regarding any matter for which liability is expressly ruled out under these Terms or any other agreement with You, or arising from or in connection with any error or inaccuracy in the data submitted by You.
7.6. Under these Terms, Sandford Blair Capital shall not be liable in contract, tort (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) for: (a) any economic losses, including loss of revenues, profits, contracts, business, or anticipated savings; or (b) any special, indirect, or consequential losses; whether or not such losses were foreseen by the parties at the start of these Terms.
8.1. If you have any grievances regarding any aspect of the Website or Services, it should be immediately reported to Sandford Blair Capital.
8.2. Within no more than 10 Working Days after receiving your complaint, Sandford Blair Capital will send an initial response to your email. This response will state whether Sandford Blair Capital will address the issue and whether the complaint, in the view of either party, has been resolved or is under further investigation.
8.3. If the issue is under further scrutiny, Sandford Blair Capital will provide you with a definitive response no later than eight weeks after receipt of your complaint. Should Sandford Blair Capital need to pose any questions to you in order to comprehend the details of your complaint, such questions and any corresponding responses from the relevant party will be sent via email to the email address you provided during your registration with Sandford Blair Capital.
Investments made through Sandford Blair Capital carry inherent risks, including the potential for the loss of capital. We provide a diverse range of investment products designed to meet different risk tolerances and financial objectives. It is important for investors to understand that none of the investment products offered by Sandford Blair Capital are covered by the Financial Services Compensation Scheme (FSCS).
FSCS Protection: The FSCS offers protection exclusively for savings deposit accounts. In our case, only cash deposits facilitated through our partners are eligible for coverage under the FSCS. No other investment products available through Sandford Blair Capital, including loan notes, equities, bonds, or any other financial instruments, qualify for FSCS protection.
Investor Responsibility: Investors are advised to thoroughly review the specific terms and conditions provided in the documentation of each investment product. For further clarification on FSCS coverage or any investment-related queries, please consult with a representative of Sandford Blair Capital.
Access to the investment-related content on this website is restricted to individuals who meet specific criteria; namely, High Net Worth Individuals or Self-Certified Sophisticated Investors.
10.1. Subject to 11.2, You can conclude some of your agreements with Sandford Blair Capital by providing a written notice 30 days in advance.
10.2. If You have an outstanding or pending investment order in any Offering Company that has not been addressed as per Section 6, You can only terminate this agreement after serving a written email notice to Sandford Blair Capital and withdrawing Your order from the ongoing Offering, either via the Offering itself or by responding to the confirmation email expressing Your withdrawal.
10.3. Once your investment order has been irrevocably placed with an Offering Company according to this agreement, You will have directly entered a contract with the Offering Company as per the terms agreed upon in the relevant Investment Agreement. From this point onwards, Sandford Blair Capital will not have any further obligations or involvement regarding the Investment.
10.4. Sandford Blair Capital can conclude this agreement at any time, effective immediately upon notifying You if:
10.4.1 You violate these Terms;
10.4.2 Sandford Blair Capital suspects You of engaging in criminal or other improper activities, or creating circumstances where Sandford Blair Capital or an Offering Company may be in violation of the law;
10.4.3 You use the Website in a manner detrimental to Sandford Blair Capital, such as causing harm to the Website or to Sandford Blair Capital's reputation;
10.4.4 You face an Insolvency Event;
10.4.5 Sandford Blair Capital is compelled to do so due to any legal, regulatory, or governmental authority mandates.
10.5. Sandford Blair Capital can also conclude this agreement for other reasons, provided that a notice period of at least 10 working days is given.
10.6. If Sandford Blair Capital concludes this agreement while you have an incomplete order not fulfilled by the issue of shares in the relevant Offering Company, Sandford Blair Capital reserves the right to inform the Offering Company about the termination and take necessary steps to ensure Your order is not completed.
10.7. If Sandford Blair Capital receives proof of Your demise, they will terminate this agreement without unnecessary delay.
11.1. Any notice You wish to send to Sandford Blair Capital concerning these Terms or Your activities on the Platform should be forwarded to info@sandfordblaircapital.com , unless these Terms specify different means for You to communicate with Sandford Blair Capital.
11.2. Any notice Sandford Blair Capital sends to You concerning these Terms or Your activities on the Platform may be provided either through the Platform, by email to the address registered as per Section 3, or by post or courier to a physical address You've given us.
11.3. Notices sent through email will be considered as received by the recipient at the time of dispatch. Notices provided by post or courier will be deemed received two working days post dispatch.
11.4. If You send a notice to Sandford Blair Capital via means other than specified in 11.1, and Sandford Blair Capital indeed receives it, Sandford Blair Capital may choose (but is not obligated) to consider the notice as received upon Sandford Blair Capital's actual receipt of it.
11.5. All notices sent under these Terms must be in the English language.
Except as otherwise expressly stated, these Terms do not confer any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
11.6 Upon successful completion of any transaction or action that requires notification, such as changes in account status, investment transactions, or updates to personal or financial information, Sandford Blair Capital will send a Confirmation Email to the email address you have provided in your account settings. This email serves to confirm the details and successful execution of the requested action, providing you with an official record for your personal tracking and verification purposes. It is important to ensure that your email address is kept up-to-date to receive these confirmations promptly.
12.1. This agreement and any disputes or claims arising from or connected with it, including its subject matter or formation (encompassing non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales.
12.2. Parties irrevocably concur that the courts of England and Wales shall have exclusive jurisdiction to settle any disputes or claims resulting from or in connection with this agreement, including its subject matter or formation (covering non-contractual disputes or claims).