Terms and Conditions for Clients

About

B&G Finance Ltd ("Basset Gold") (registered in England number 10880789), is authorised and regulated by the Financial Conduct Authority ("FCA") under firm reference number 788684. Basset Gold’s registered office is at 43 Manchester Street, London W1U 7LP. References in these Terms and Conditions to "we", "us" and "our" are to Basset Gold.

Basset Gold arranges deals in securities issued by companies ("Issuers"). Arranging deals in securities is a regulated activity and Basset Gold treats investors as retail clients for the purposes of the FCA’s rules (retail clients receive the highest degree of regulatory protections under those rules). These Terms and Conditions describe the respective rights and obligations of Basset Gold and its clients.

The Basset Gold service is available to investors that become clients through our website. This involves Basset Gold assessing whether it is appropriate for the investor to invest in the relevant securities. If you are eligible to become a client, you can invest online and receive electronic investment reports.

You may access information about the investments we offer through our website. Use of the website, by clients and non-clients, is subject to our Website Terms of Use, Privacy Policy and Acceptable Use Policy, which you must accept as a condition of becoming a client.

Becoming a client

We make details of investment opportunities available to all users of our website, but only clients are able to apply to invest or view investment offers that relate to unlisted securities.

In order to become a client of Basset Gold, you will need to apply to become approved by us. We reserve the right to reject applications on such grounds as we see fit, including, without limitation, your knowledge and understanding of investing, your financial status, your capacity to be bound by these Terms and Conditions or the jurisdiction in which you live or are a citizen.

If you apply to become a client, we or a third party will carry out identity and fraud checks on you, using external agencies. If you do not provide any identification documents requested as part of this process, you will not be able to invest. We may also suspend your access to the website at any time if we believe it is appropriate in order to comply with our legal obligations. For more details about how we use your information, please refer to our Privacy Policy.

Provided that we accept your application to become a client, you will then be able to view the investment offers available through the Basset Gold website.

Only clients can invest, so your application to invest should be completed in the name of the same person that will invest.

Making investments through the platform

If you wish to subscribe for an investment, you will need to specify the size of the investment you wish to make and place funds in your Basset Gold account.

Whether we choose to accept your application to invest will be at our discretion, even if you are a client and satisfy our eligibility criteria, for example, because the offer is over-subscribed or under-subscribed or because of legal or regulatory matters. The allocation policy for each investment is based on a first-come- first-served basis, by reference to the time your subscription payment is received.

All investments will be governed by the terms of the investment instrument (if any) and offering document (including the application form); the Issuer's constitutional documentation; and these Terms and Conditions. To the extent that there are any inconsistencies between these documents, the provisions of the investment instrument and offering document shall prevail over the Issuer's articles of association, which shall prevail over these Terms and Conditions. We shall use all reasonable endeavours to ensure the information provided by us on the website is accurate and gives rise to enforceable rights against the Issuer.

We do not provide investment advice, legal advice or tax advice. In particular, we will not assess the suitability of an investment in light of your personal circumstances and you are responsible for making your own investment decisions. If you are in any doubt as to your own personal circumstances, you should seek such advice from an appropriately qualified professional.

We will not facilitate investment where we are aware that it is illegal, although it is your responsibility to ensure that you have complied with any relevant legal or regulatory restrictions that would prohibit you from investing.

On-going role

Our role is limited to marketing and arranging deals in securities. Where the Issuer is an associate of ours, the Issuer shall report to you directly about the progress of your investment and any actions that require your involvement in accordance with the terms of the offering document.

If we are not associated with the Issuer, we may (subject to having appropriate regulatory permissions), or may arrange for a third party to, act on your behalf to:

  • report to you about the value of your holding and any transactions you undertake;
  • receive and distribute to you payments due under the investment, such as dividends, interest or redemptions; and
  • exercise voting rights, if any, associated with your investments.

We may update these Term and Conditions to reflect such a service from time to time.

Your money and investments

If we accept your application to make an investment, we will provide you with bank account details into which you should transfer your subscription amount. Payment must be made in accordance with the terms of the Application Form, into your Basset Gold account, where subscriptions will be held pending investment.

The bank account into which you will pay your subscription is a client money account held and administered by a solicitor, who attends to the legal work associated with issuing the securities. No interest is payable to you on money held in this account, although the solicitor may receive a fee representing interest on it from its bank. If the fundraising target is met and the investment goes ahead, investments issued by the Issuer will be allocated to you, equal to the entire amount or a fraction of the amount of subscription which you requested.

Once the solicitor has prepared for the issuance of the securities, your money shall be paid to the Issuer or to a third party on the Issuer’s instructions. The securities shall be registered in your name.

The funds raised through the investment issued by the Issuer will be deployed by it in accordance with the relevant offering document.

Any of your subscription which is not allocated to investments will be returned to the account whose details you provide on the Application Form (your "Nominated Account"), which should be an account in your name with a UK bank or building society and the same account you have paid for the subscription from. We will pass the details of your Nominated Account to the Issuer. If you wish to request that the funds be returned to an account other than your Nominated Account, you must contact the Issuer by email to make the request and provide a reason why the payment cannot be made into your Nominated Account. The Issuer will not be obliged to pay money to an account other than your Nominated Account.

Selling investments

There is no secondary market available through the website and so you should normally expect to hold your investments for the full term. The Issuer will then distribute the proceeds to you in accordance with the offering document.

If for some reason it becomes necessary to transfer investments (e.g. where a client dies) or if a client finds a buyer for his investments, we will need to identify the new investor in order to register the transfer. You can contact us for further details about the transfer process and the information we will need to complete it.

If you would like us to help find a buyer for your investments, we will endeavour to do so, but we cannot make any representations that we will be able to find such a buyer or the price at which they will be willing to deal with you.

We will notify you if we require a fee to be paid in respect of a transfer prior to making it, although we will not charge a fee in respect of a transfer due to a client’s death or incapacity. Any person buying investments through us will need to be registered as a Basset Gold client.

Fees and charges

We will not charge you a fee in respect of our introduction service, but may receive fees from the Issuer.

We may introduce fees in respect of future services we may offer from time to time.

Terminating your relationship with us

If you no longer want to be a client of Basset Gold, provided you have no investments with us, you can let us know by email and we will close your Basset Gold online account straight away. Termination will not affect the terms of any investment you have entered into.

We may cease to provide you information about, or enable your participation in, new investments at any time and for any reason, including but not limited to, breach of these Terms and Conditions, applicable law, misuse of our website or account inactivity for a period of 12 months or more.

Conflicts of interest

As part of our role in bringing investment opportunities to you, we will often be grouped with the Issuer and do not offer an independent service in the selection of the investment products available to you.

You may ask for a copy of our full Conflicts of Interest Policy upon request.

Complaints and compensation

We have established procedures in accordance with the Financial Conduct Authority's rules for the effective consideration of complaints. Please contact us to request a copy of our complaint handling policy, which is also available at www.bassetgold.co.uk/complaints-procedure.

If you are unhappy with the outcome of a complaint that we have handled, you can write to the Financial Ombudsman Service at South Quay Plaza, 183 Marsh Wall, London E14 9SR, or by telephone on 0800 023 4567 or by email to complaint.info@financial-ombudsman.org.uk.

We participate in the Financial Services Compensation Scheme (the "FSCS"). If we owe you money in connection with the Basset Gold service and are unable to pay it, then you may be entitled to compensation from the FSCS, up to a maximum of £50,000.

If the bank with which the solicitor holds your money becomes insolvent, the maximum compensation available from the FSCS is £85,000.

For more information you can contact the FSCS in writing at 7th Floor, Lloyds Chambers, Portsoken Street, London, E1 8BN by telephone on 0800 678 1100, by email to enquiries@fscs.org.uk or by going to www.fscs.org.uk.

Liability

You shall be liable to us for any loss or damage suffered by us as a result of any breach of these Terms and Conditions or the terms of any investment you make through Basset Gold.

We shall not be liable to you for any loss or damage which you may suffer as a result of being a client of Basset Gold or using the Basset Gold services except where such loss or damage arises from our breach of these Terms and Conditions or was caused by our negligence, wilful default or fraud. We are not responsible for any breach of these Terms and Conditions arising from circumstances outside our reasonable control. Our total liability to you in connection with these Terms and Conditions, your Basset Gold online account and your use of the services provided via the platform shall not exceed the amount of money you have invested giving rise to the liability.

Nothing in these Terms and Conditions shall limit our liability for personal injury or death, fraud, nor for any other liability, the exclusion or limitation of which is not permitted by applicable law or regulation.

When we make forward-looking statements, we will base them on reasonable assumptions, but we shall not otherwise be responsible for the achievement of such statements where they are outside of our control.

Changes to our Terms and Conditions

We may need to update or amend these Terms and Conditions from time to time to comply with the law or to meet our changing business requirements. We may make such changes without your specific agreement where those updates are, in our reasonable opinion, of an immaterial and routine nature. We may not always be able to give you advanced notice of such updates or amendments, but we will always post them on our website so you can view them when you next log in. By continuing to use the Basset Gold service, you agree to be bound by the terms of any such updates and amendments.

General

These Terms and Conditions are governed by and are 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.

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.

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.

In the event of our insolvency, our solicitor will continue to hold your money pending distribution to you, but will not facilitate any new investments. We will notify you of changes to reporting requirements in such event.

We and any relevant Issuer may exercise any of our rights or discharge our obligations under these Terms and Conditions in the relevant person’s own capacity or through any company or other legal entity which has all relevant legal authorisations, licences or permissions to discharge those functions. Other than any relevant Issuer, which shall be entitled to exercise rights under these Terms and Conditions, no other person shall have rights to enforce terms under the Contracts (Rights of Third Parties) Act 1999.

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