Holder Terms and Conditions

1. Introduction

1.1 We operate a Platform which provides a subscription-based, private online investment marketplace allowing the sale and purchase of Financial Products by Issuers through scheduled Auctions.

1.2 These Holder terms and conditions (which are referred to as "Terms" throughout) provide the general terms and conditions applicable to your access to and use of the Platform.

1.3 By clicking "accept" you:

(a) promise that you are at least 18 years of age;

(b) have full legal capacity and all necessary permissions to enter into these Terms; and

(c) agree to comply with these Terms and the applicable Service Provider Terms in your use of the Platform, your receipt of Services and your participation in Auctions.

1.4 Any reference to "you" refers to you as a Holder (or, if appointed, "you" as a Representative of a Holder) and any reference to "us", "we" and "our" refers to The International Stock Exchange Authority Limited, a private company registered in Guernsey with company number 57527 whose registered office is at Helvetia Court, Block B, Third Floor, Les Echelons, St Peter Port, Guernsey, GY1 1AR. We are licensed by the Guernsey Financial Services Commission to operate an investment exchange under the Protection of Investors (Bailiwick of Guernsey) Law, 2020. We do not provide banking, deposit taking or advisory services (including advice relating to investments and tax). Further legal and regulatory information is available to you at www.tisegroup.com/legal-and-regulatory/.

1.5 In these Terms we use capitalised words and expressions that carry a particular meaning. Those meanings are either explained in the place where the word is first used, or else the relevant definition is set out in section 13 below. Please refer to that section where a particular capitalised term is used so that you understand fully what is being said.

1.6 Where we refer to other documents which are relevant to your access to the Platform or any Auction, we have included hyperlinks to the relevant document. We encourage you to read each of these documents, as they form part of these Terms.

2. Your account

2.1 You are required to register with us prior to accessing the Platform. As part of the registration process, you will need to create an account, including a username and password. You may not create an account or username and password using the names or information of another person, or using words that are the trademarks or the property of another party (including ours), or names or information that is vulgar, obscene, offensive or in any other way inappropriate.

2.2 We use certain third party service providers to operate the Platform and provide the Services. Prior to granting you access to the Platform and the Services, our third party service provider(s) will verify certain details about you, including your identity, address and bank account details. We (or our third party service provider(s)) may request such details from you, together with any other information we and/or our third party service provider(s) require in connection with your verification and you shall promptly provide such information.

2.3 You expressly acknowledge and agree that satisfactory verification of you by:

(a) the Issuer is a pre-condition to granting you access to the Platform and the Services; and

(b) our third party payment services provider is a pre-condition to your submission of a Bid or Offer under an Auction.

2.4 You have the right to refuse to undergo the verification process or to provide any information requested, but if you do refuse then you will not be granted access to the Platform or the Services (including access to an Auction).

2.5 You will cooperate with our third party service provider(s) as may be required from time to time in connection with your access to and use of the Platform and/or the Services.

2.6 You agree that:

(a) you must accept the Service Provider Terms and Conditions in order to be able to access the Platform and receive the Services; and

(b) by accepting these Terms, you also accept and agree to comply with the Policies, the applicable Service Provider Terms and with the Law.

2.7 You will ensure that:

(a) any information you provide to us (and our third party service provider(s)) in relation to your account and verification is true, accurate and not misleading;

(b) your account information is kept up to date and you will notify the Issuer of any changes to this information, including:

(i) your contact details and any changes to the permissions granted to any of your Representatives; and

(ii) where you are a Representative, any changes to the permissions granted to you by the Holder who appointed you;

(c) you carefully check transactions on your account and will notify the Issuer immediately of any inaccuracy or discrepancies in your transactions of which you become aware;

(d) you will use and access the Platform and Services in accordance with these Terms and any applicable Service Provider Terms and Conditions;

(e) only you will access your account on the Platform; and

(f) you will keep your access credentials and your passwords secure and confidential and you will not share your access credentials and passwords with anyone.

3. Using the platform

3.1 Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable right and licence (without the right to grant sublicences) to access and use the Platform for the purpose of, as applicable: (a) viewing Auctions on the Platform; and/or (b) participating in Auctions through the placement of Bids or Offers in respect of relevant Financial Products, where you are eligible to view and/or participate in any such Auctions, in accordance with these Terms and, if applicable, the Issuer Terms and Conditions.

3.2 When accessing and using the Platform and/or the Services, you will not access, store or transmit any data via the Platform and Services that:

(a) is not connected to a Financial Product or an Auction in respect of which you are eligible;

(b) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(d) depicts sexually explicit images;

(e) promotes violence of any kind;

(f) is discriminatory in any way, including based on race, gender, colour, religious belief, sexual orientation, disability;

(g) is otherwise illegal or causes damage or injury to any person or property; or

(h) we consider would be likely to be harmful to our name or reputation, or the name or reputation of any of our third party service providers we use in providing access to the Platform and the Services.

3.3 Unless otherwise permitted by Law, you will not:

(a) copy, modify, create derivative works from, republish, download, display, or distribute all or any portion of the Platform (including any content made available to you on the Platform) in any form or media or by any means (or attempt to do any of these things);

(b) de-compile, reverse engineer or otherwise reduce to human-perceivable form all or any part of any software forming part of or made available together with the Platform (or attempt to do any of these things);

(d) make the Platform and/or Services available to any third party for any reason;

(e) assist third parties who are not registered with us in obtaining access to the Platform and/or Services; or

(f) knowingly or recklessly introduce or allow the introduction of, any Vulnerability into our (or our third party service providers') network and information systems.

3.4 The Platform and the Services are provided on an "as is" basis. Neither we (nor our third party service providers):

(a) promise that:

(i) your access to and use of the Platform and/or Services will be uninterrupted or error-free; or

(ii) the Platform, the Services and/or the information made available to you through the Platform and/or the Services will meet your requirements; or

(b) are responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you understand that the Platform and the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

3.5 We reserve the right to temporarily or permanently suspend or restrict your access rights to an Auction, the Platform and/or any Services at any time, in our sole discretion, if:

(a) we believe that you have breached or are likely to breach the Issuer Terms and Conditions, these Terms, any Service Provider Terms and Conditions and/or any Policies; or

(b) an Issuer notifies us that you are not eligible to view or participate in an Auction or if you have breached any Issuer Terms and Conditions.

4. Auctions

4.1 Participation in Auctions

(a) Only registered, eligible Holders are permitted to participate in Auctions.

(b) The Issuer will determine whether you are eligible to participate in their Auction. You will not have access to details of any Auctions to which you are not invited. You promise that you will not, nor will you attempt to, participate in any Auction to which you have not received access or otherwise are not eligible to participate in. If you believe you have been invited to participate in an Auction in error, you will immediately make the Issuer aware thereof.

(c) If, for any reason, you access or participate in an Auction where we become aware you are not eligible to or are otherwise not permitted to access or participate in that Auction, you agree that the Issuer may take (but shall not be obliged to take) any action reasonably necessary to ensure the relevant Financial Products are returned to registered Holder(s) who are eligible to participate in that Auction.

4.2 Holder Representatives

(a) You may appoint a Representative by submitting a request to the Issuer. You acknowledge that your chosen Representative's access to and use of the Platform shall be subject to the Issuer's consent (which it may withhold in its sole discretion).

(b) Where you have appointed a Representative, you are responsible for ensuring that your Representative:

(i) is duly authorised to act on your behalf and complies a with your instructions; and

(ii) complies with these Terms, the Payment Service Provider Terms and the Payment Service Provider Policies.

(c) If you are appointed as a Representative, you will ensure that you act within the scope of your authority and instructions, and you agree that we may act on any instructions or orders you give or make.

You understand that neither we nor any of our representatives or third party service providers will be responsible or liable for any loss or damage, however that loss might arise, which you or any person may suffer as a consequence of any actions we take (or do not take) on the instruction of your Representative.

4.3 Financial Products

(a) Auctions in respect of the following Financial Products are currently permitted on the Platform:

(i) equity securities (for example, shares in a company); and

(ii) managed investment products (for example, an interest in a scheme that has invested in several different companies).

(b) An Issuer may make information available to you, through the Platform, about its Financial Products available in an Auction. It is not our responsibility to ensure that all relevant information is provided, and we do not (and shall not be obliged to) monitor or verify the accuracy of any information that is provided. Accordingly, you agree that we will have no liability to you in relation to the provision (or lack of provision) of information about Financial Products made available on the Platform, and that you should ensure that you ask questions of the Issuer, read all documents carefully and seek independent financial advice before participating in an Auction.

4.4 Auction process

(a) You acknowledge that an Issuer may require you to agree to additional Issuer Terms and Conditions applicable to their Auction and your acceptance of such terms shall be a pre-condition to your participation in the relevant Auction. The Issuer will make any applicable Issuer Terms and Conditions available to you when you access their market on the Platform.

(b) An Issuer will run its Auction(s) in accordance with the processes set out in this section 4.4, the Auction Process and, if applicable, their Issuer Terms and Conditions. You acknowledge that the Issuer Terms and Conditions may differ from these Terms and/or the Auction Process. We recommend that you carefully read any applicable Issuer Terms and Conditions prior to participating in the relevant Auction.

(i) at the instruction of the Issuer, may take any such actions reasonably necessary to give effect to the matters envisaged in these Terms; and

(ii) shall have no liability to you in for any actions we may take in connection with this section 4.4 where such actions are taken in accordance with the instructions of the relevant Issuer.

(d) You may only submit Bids or Offers in Auctions which represent a genuine intention to buy or sell a Financial Product at the price or a better price than that indicated by your Bid or Offer.

(e) If you are the joint or co-owner of a Financial Product, we shall be entitled to accept any instructions we receive:

(i) from you; or

(ii) from any other joint or co-owner of such Financial Product,

in relation to the relevant co-owned Financial Product, as a valid instruction without the need to verify that instruction with the other joint or co-owner(s).

(f) You agree that the Issuer is under no obligation to accept any Bid or Offer you may make in respect of Financial Products under an Auction and the Issuer reserves the absolute right to decline to accept any Bid or Offer made by you without explanation or notice.

(g) After the closing of an Auction, the Issuer will facilitate the transfer of legal ownership of relevant Financial Products from successful sellers to successful buyers in accordance with Auction Process. You hereby irrevocably appoint the Issuer's designated administrative user as your agent for the purposes of completing and executing, on your behalf, any documentation necessary to facilitate the effective transfer of any Financial Product(s) in respect of which your Bid or Offer (as applicable) was successful (or partially successful).

5. Fees and payment

5.1 Acceptance of these Terms does not oblige you to invest in any Financial Products through any Auction.

5.2 We will not charge you a fee for:

(a) accessing the Platform or for using our Services; or

(b) for participating in any Auction(s).

5.3 The Payment Services Terms shall apply to any payments due to you in connection an Offer made by you pursuant to an Auction.

5.4 You understand and accept that our third party service provider(s) may charge you certain fees in respect of amounts held in escrow and/or payments processed in connection with your participation in an Auction in accordance with the Escrow Services Terms and the Payment Services Terms.

5.5 You will pay the order price of any Financial Products in accordance with your Bid pursuant to an Auction. All amounts due must be paid in full into the account notified to you by us before you become entitled to receive the Financial Products. Any payments you are required to make in connection with a Bid under an Auction shall be subject to the Payment Services Terms.

5.6 You must pay any amount(s) payable (including any third party charges such as bank charges) by you by the payment deadline notified to you (which shall be in advance of the closing of the Auction). Your money will be held on trust by our third party service provider in accordance with the Escrow Services Terms, solely for the purpose of ensuring efficient settlement of any trades determined in accordance with the Auction Process. You must pay from your nominated bank account in accordance with the Payment Services Terms. You agree that any interest earned on the funds held by our third party service provider on your behalf shall be retained by our third party service provider in full.

5.7 Where you are notified in accordance with the Auction Process that your Bid has been successful (or partially successful), the purchase price payable by you shall be the number of Financial Products in respect of which you have submitted successful Bids, multiplied by the Auction price per Financial Product. Where the purchase price payable is lower than the maximum amount of your Bid, any such excess amount(s) shall be repaid to your nominated bank account in accordance with the Payment Services Terms.

5.8 Where you:

(a) fail to satisfy a payment obligation, in whole or in part, in connection with a successful Bid to buy Financial Products; or

(b) submit a successful Bid but it transpires that you are not permitted or otherwise eligible to participate in the relevant Auction,

you agree that your Bid will automatically be cancelled, in whole or in part, and the price to be paid for the relevant Financial Products shall be recalculated and new successful bids shall be redetermined in accordance with the Auction Process. We will notify you of any such changes.

5.9 If, at the close of the Auction, your Bid has been unsuccessful (or partially unsuccessful), the amounts you have pre-paid in connection with your Bid which relate to your unsuccessful Bid (or part thereof) shall be repaid to your nominated bank account in accordance with the Payment Services Terms.

5.10 Notwithstanding section 5.8, where you fail to satisfy any of your payment obligations under these Terms in connection with your successful Bid(s) under an Auction, you acknowledge and agree that you shall be liable for all those costs, losses, liabilities and any charge or levy incurred by our third party service provider(s) as a result of your failure to make delivery of cleared funds within the timeframe required by these Terms and the Payment Services Terms.

6. Communications

6.1 You agree that all communications from us to you, including any confirmation of your Bids or Offers, trades, statements, reports, accounts and other documents to be sent to you will be sent by electronic means. You agree this may either be by email, to the email address you have provided to us, or through delivery to your electronic account accessible on our Platform.

6.2 We accept no responsibility or liability where an email generated and dispatched by us does not reach you for any reason (whether due to rejection by your service provider or otherwise) and you agree that any such non-delivery to you will not affect your obligations under these Terms.

6.3 If you have any questions or concerns in relation to an Auction, you should contact the Issuer directly.

7. Our role in auctions

7.1 You agree that the relevant Issuer, and not us, is solely responsible for all information provided on our Platform about the Issuer or their Financial Products. We do not give any advice or offer any opinion or recommendation in relation to any Financial Products and no information made available to you via the Platform shall be construed as providing any such advice, opinion or recommendation.

7.2 You confirm to us that you are capable of making your own decisions about your investment needs and whether the Financial Products meet your investment needs. You agree you will make your own decisions whether to submit a Bid or Offer to buy or sell Financial Products through the Platform.

7.3 You understand that the use of the Platform and our Services does not guarantee you will be able to buy or sell the Financial Products.

7.4 To the fullest extent permitted by Law, neither we nor any of our representatives or third party service providers will be responsible or liable for any loss or damage however that loss might arise, which you or any person may suffer as a consequence of:

(a) false or inaccurate information you provide to us or our third party service providers;

(b) relying upon any information, documentation, recommendation or opinion accessed through our Platform or Services;

(d) any action taken or not taken by us, including our refusal to complete any transaction, where we are entitled to do so under these Terms,

unless such liability arises out of our fraudulent actions.

7.5 You agree and understand that:

(a) investment in Financial Products incurs a level of risk that you must take into consideration. The capital value of your investments may fall and you may not earn any income from your investments. Investments in private companies are not listed on any market and this means that it may be difficult or not possible to sell your investment when you wish to do so. There is no guarantee that you will find a buyer at the price you are willing to sell your investment for. Neither we nor any of our representatives of third party service providers guarantee repayment or any return from any Financial Products or the continued value of any Financial Products;

(b) any Auction you participate in will be conducted entirely at your own risk; and

(c) an investment in any Financial Products may affect your tax position and you are solely responsible for complying with your own tax obligations. You are further responsible, in your discretion, for ensuring you seek any professional advice on the taxation implications of any investment you make or sell through the Platform or our Service. We do not provide tax advice.

8. Your breach

You agree to reimburse us on a pound-for-pound basis in respect of any money we have to pay out (including out of pocket expenses and the reasonable cost of our time dealing with such matter) that result from your failure to comply with these Terms, the Service Provider Terms and Conditions and/or any applicable Issuer Terms and Conditions.

9. Privacy, data and intellectual property

9.1 Please refer to our Privacy Policy for information as to how we process personal data. It sets out where we are a controller of personal data, and where we process your personal data on behalf of the Issuer.

9.2 We and our third party service providers will own all statistical usage data generated from the Platform and Services, including anonymised trend data relating to the Platform and the Services, how the Platform and the Services are used, data regarding web applications used in connection with the Platform and the Services, configurations, log data and the performance results for the Platform and the Services ("Usage Data"). You understand that we and our third party service providers may use the Usage Data to optimise and improve the Platform and Services. We and our third party service providers will anonymise and aggregate any Usage Data provided to third parties before we share it.

9.3 By agreeing to these Terms, you grant to us and our third party service providers a royalty-free, worldwide, transferable, sublicensable, perpetual license to use or incorporate into the Platform and the Services any suggestions or other information provided by you relating to the Platform and/or the Services.

9.4 All intellectual property rights in our Platform and the Services belong to us or our licensors. No information on our Platform or information provided as part of the Services may be reproduced, adapted, uploaded to a third party or distributed in any form or by any process without our consent.

10. Changes to Terms

10.1 We reserve the right to amend these Terms at any time. You agree that our third party service providers may amend the Service Provider Terms and Conditions at any time.

10.2 We will notify you of amendments to these Terms and/or the Service Provider Terms and Conditions. Your continued use of the Platform and the Services will constitute acceptance of those amended terms and conditions.

10.3 You are not obliged to accept any amendments to these Terms or to any Service Provider Terms and Conditions; however if you refuse to accept any amendments we reserve the right to cancel your account and terminate your access to the Platform.

11. Termination

We may suspend or terminate your access to the Platform and/or the Services in our discretion by providing notice to you (and you agree that email is sufficient to satisfy this notification requirement). We would generally expect to do so where you are in breach of these Terms.

12. Disputes and governing law

12.1 If you have any complaints about the Platform or our Services please contact us through the Contact TISE link on the Platform.

12.2 In relation to these Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the laws of Bailiwick of Guernsey.

12.3 You agree that the courts of the Bailiwick of Guernsey shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).

13. Definitions

13.1 In these Terms the following capitalised terms have the meanings set out below

"Auction" means an online auction of a class of Financial Products on the Platform under which Bids and/or Offers to buy or sell such Financial Products can be made;

"Auction Process" means the process described here;

"Bid" means a bid submitted by a registered Holder under an Auction to buy Financial Products from an Issuer using the Platform;

"Escrow Services Terms" means the terms accessible here;

"Financial Product" means an equity security or managed investment product which we have confirmed can be auctioned using the Platform;

"Holder" means the person that has been accepted by us and (if applicable) our third party service provider(s) to view and/or participate in Auctions in accordance with these Terms;

"Issuer" means an issuer of Financial Products who operates a marketplace (including, Auctions) in respect of such Financial Products via the Platform from time to time;

"Issuer Terms and Conditions" means those terms and conditions set by an Issuer from time to time in connection its operation of an Auction;

"Laws" means any of the following:

(a) any statute, regulation, by-law or subordinate legislation in force from time to time;

(b) the common law and the law of equity;

(d) any applicable industry code, policy or standard enforceable by law; and

(e) any applicable legally binding direction, policy, requirement, code, principle, rule or order that is given by a regulatory authority;

"Payment Services Terms" means the terms accessible here;

"Platform" means the private online investment marketplace platform controlled by us which we make available to you;

"Policies" means the following policies:

(a) our Privacy Policy;

(b) the Auction Process; and

"Offer" means an offer submitted by you under an Auction to sell Financial Products using the Platform;

"Representative" means an authorised representative a Holder has appointed to view and/or participate in Auctions on the Holder's behalf and to whom the Issuer has granted access to the Platform in accordance with these Terms;

"Service Provider Policies" means the following policies of our third party service provider(s):

(a) the Acceptable Use Policy; and

(b) the Privacy Notice;

"Service Provider Terms and Conditions" means the following third party service provider terms and conditions:

(d) the Escrow Services Terms;

"Services" means the services we make available to you through the Platform, including in respect of each Auction including, for example, your access to and participation in an Auction and payments processing services and escrow services provided in connection with your Bid(s) or Offer(s);

"Terms" means these terms and conditions and the Policies, as amended from time to time; and

"Vulnerability" means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability or the Platform, the Services or data.

These Holder Terms and Conditions were last updated on 30 August 2023.