Investor Terms and Conditions

THE P1 SERVICE
1. P1 Capital Partners International Ltd, company number 350116 is a registered in the Cayman Islands, at Genesis Building, 5th Floor, Genesis Close, PO Box 446, Cayman Islands, KY1-1106. References in these Terms and Conditions to “P1CP INT”, “we”, “us” and “our” are to P1 Capital
Partners International Ltd.

2. The P1CP INT service is available to investors that become members through our website. We provide members with details of potential investments, such as bonds issued by P1CP INT Investment Holdings Limited (“P1CP INT”) or its subsidiary undertakings (also known as special purpose vehicle companies (“SPVs“)), set up to make investments (including, without limitation, entering loans, acquiring debt securities and purchasing debt receivables through online lending platforms) as set out in the relevant Investment Brochure on our website.

3. P1CP INT or its associates shall provide the directors for P1CP INT and shall manage the SPV’s investment portfolio and have oversight of the SPV’s risk management. The investment management agreement for each SPV shall be made available on our website.

4. If you are eligible for membership, you can invest online and receive online investment reports.

5. We will treat all members as retail clients for the purposes of the Financial Conduct Authority’s rules (retail clients receive the highest degree of regulatory protections under those rules).

6. As a member of P1CP INT, you are bound by these Terms and Conditions in relation to your use of our website and your participation in investment opportunities. Users of the website who are not members are also bound by these terms insofar as they are capable of application to non-members. By using the P1CP INT website, you confirm that you have read, understood and agree to these. Terms and Conditions and our Privacy and Cookies Policy (each as amended from time to time). If you do not agree to the Terms and Conditions, you must stop using the website immediately.

 

MEMBERSHIP
1. We make details of investment opportunities available to all users of our website, but only members are able to apply to invest or view investment offers by logging in at https://platform.p1cpinternational.com/investments/account/register/.

2. In order to become a member of P1CP INT, you will need to apply to join and be 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.

3. If you apply to become a member, we will carry out identity and fraud checks on you, using third party agencies. We use our own internal guidelines and policies when assessing applications but retain complete discretion. If we cannot get adequate information from the third-party agency then we will ask you to send us copies of the relevant identification documents (normally a certified copy of your passport and a utility bill) and any supporting evidence that we may require. If you do not provide all appropriate identification documents, you will not be able to invest. We may also suspend your membership 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.

4. Provided that we accept your application to become a member, you will then be able to view the investment offers available through the P1CP INT platform.

5. Only members can invest, so your application for membership should be completed in the name of the same person that will invest.

6. You will be required to provide personal details and a password to register as a member, which are unique to your individual P1CP INT membership and are not transferable. Your registration details and password are how we identify you and so you must keep them secure at all times.

7. You are responsible for all information and activity on the platform by anyone using your details. If you authorise an agent, family member, employee or sub-contractor to use P1CP INT account you will be responsible for their activity on the platform. 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 P1CP INT account is not you or we suspect illegal or fraudulent activity or unauthorised use.

8. You agree not to adapt or circumvent the systems in place in connection with the 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.

 

MAKING INVESTMENTS THROUGH THE PLATFORM
1. 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 P1CP INT account.

2. Whether we choose to accept your application to invest will be at our discretion, even if you are a member 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 P1CP INT account is funded. If it is not possible to allocate investments to you, we may hold your subscription for participation in a subsequent issue of like investments, although you will be entitled to request to have your unallocated subscription monies returned to you until they have been committed.

3. All bonds will be governed by the terms of the Bond Instrument; the Investment Brochure; the Investment Management Agreement and these Terms and Conditions. To the extent that there are any inconsistencies between these documents, the provisions of the Bond Instrument shall prevail over the Investment Brochure, which shall prevail over the Investment Management Agreement, which shall prevail over these Terms and Conditions.

4. 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.

5. 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.

 

REDEMPTION
1. We will typically offer bonds where the SPV has the right to defer redemption to the extent that it has not yet received sufficient returns from the underlying investments to redeem. In such circumstances, the SPV will generally partially redeem the bonds and pay through sums it recovers
as soon as practicable. SPVs generally have the right to defer full redemption until 5 years after the target redemption date. The provisions of the bond instrument shall determine the redemption process.

2. Our SPVs may issue more than one series of bond. Where they do so, a default on one bond series may mean that all bondholders suffer a corresponding loss. The activities of each SPV shall be limited to issuing and investing the proceeds of bonds, so a default is only likely if the underlying investments do not perform.

 

YOUR MONEY AND INVESTMENTS
1. 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 (your “P1CP INT account“). Payment must be made by electronic transfer from a bank account in your name whose details you provide to us and which we have accepted (your “Nominated Account”), into your P1CP INT account, where subscriptions will be held pending investment. The P1CP INT account will be held by and administered by Starling Bank Limited as a client account and will be kept separate from Starling’s own money in accordance with FCA rules. We may take over control of the P1CP INT account at any time and you authorise Starling Bank Limited to transfer any monies it holds for you in the P1CP INT account to us or to such other person as we may nominate in such circumstances without seeking your express instruction to do so.

2. When an SPV issues investments to you, your subscription monies shall be paid from your P1CP INT account to the SPV’s account for onward investment by the fund manager and payment of our fees.

3. Your bonds will not generally have voting rights attached to them, but you will be entitled to vote on any amendments we may propose to the bond instrument.

4. You may request any of your cash that has not been allocated to an investment, including investment returns, to be paid back into your Nominated Account. If you wish to replace your Nominated Account, you may request to do so by email. Any alternative account must be in your
name and be held with a bank or credit institution that is acceptable to us.

5. Payments to you will be made after deduction of any relevant tax. Regardless of whether we withhold tax, it is your responsibility to account for any taxes that may be payable to the appropriate authorities.

6. You can view details of the investments and money in your portfolio through the P1CP INT website. For reporting purposes, we will value your bonds by reference to their nominal value and will only report interest after it has accrued on payment.

7. If you want us to hold money that has not been allocated in your P1CP INT account in order to invest in future opportunities, you may do so. No interest is payable on money held in the P1CP INT account and no fees are charged in respect of establishing the account. P1CP INT may retain a
payment representing interest on the money held in the P1CP INT account.

 

CLIENT MONEY
1. P1CP INT will, where applicable, treat money in your P1CP INT account as Client Money in accordance with the FCA’s Client Money Rules. Client Money will be held in an approved bank account under the FCA Rules. P1CP INT will use reasonable skill and care for the selection, use and
monitoring of Approved Banks, as defined by the Client Money Rules, with which Client Money is held but will not be liable for their acts or their insolvency.

2. All uninvested cash in your P1CP INT account will be held in a Client Money bank account with Starling Bank Limited.

3. You should note that unless otherwise agreed the Client Money will be held in a pooled account and will not be separately identifiable from Client Money of other clients of P1CP INT or its associates on Starling Bank’s books and records. Accordingly, should P1CP INT default on its obligations to its clients, any shortfall in Client Money held by Starling Bank Limited may be shared pro-rata among all clients whose money is held in the pooled client money account.

4. Where a bank with which P1CP INT holds Client Money fails (including the appointment of a liquidator, receiver, administrator, or trustee in bankruptcy, or any equivalent) this will constitute a secondary pooling event under the FCA Rules. The consequences of the failure of a bank holding Client Money for P1CP INT’s clients include that there may be a shortfall in the funds held for you so that you may incur a potential loss.

5. Where a Client Money balance remains unclaimed and provided P1CP INT has taken the following reasonable steps to trace the client and return the balance, P1CP INT may cease to treat the money as Client Money and pay the Client Money to a registered charity of P1CP INT’s choice. P1CP INT must, except in the case of aggregate Client Money balances of £25 or less:

1. determine that there has been no movement on the client’s balance for a period of at least six years (ignoring any payments or receipts of charges, interest or similar items);
2. determine, as far as reasonably possible, the correct contact details of the client;
3. write to the client at the last known address (either by post of e-mail) informing the client of the intention of no longer treating that balance as Client Money and to pay the sums concerned to charity, giving the client 28 days to make a claim;
4. where the client does not respond after 28 days, attempt to communicate the information in (c) above to the client on one further occasion by any means other than that used in (c), including by post, e-mail, telephone or media advertisement;
5. where the client has not responded within a further 28 days following the communication in (d), write to the client by post or e-mail at the client’s last known address informing the client that as P1CP INT has not received a claim for the Client Money, P1CP INT will in 28 days’ pay that sum to a registered charity and provide an undertaking to pay to the Client an equivalent sum if the client seeks to claim the Client Money in future. This sub-clause (e) does not apply if P1CP INT has obtained confirmation that none of the contact details held for the client is accurate or that the communication is unlikely to reach the client;
6. make and retain records of all balances released from client bank accounts all relevant documentation (including charity receipts) and details of all actual or attempted communications in accordance with this clause 5; and
7. undertake to make good any valid claim against any released balances.

6. Your P1CP INT account is non-interest bearing and no interest accrues on the Client Money deposited within it or is repayable to you.

 

TRANSFERS
1. There is no established secondary market for bonds available through the platform and so you should normally expect to hold your investments until the redemption date, or beyond, if there is a significant default on the underlying investments.

2. If you find a buyer for your bonds, you may sell them through us by providing us with details of the purchaser, the price to be paid and the number of bonds to be sold. If the buyer wishes us to account to them for the investment proceeds, they will need to be registered as a P1CP INT member (although we shall be able to refuse to accept membership applications at our absolute discretion). We may charge fees for registering the transfer as set out in the Fees section of our website from time to time.

 

FEES AND CHARGES
1. The Investment Brochure, contained within the Investment Brochure, relating to the relevant SPV, will set out full details of the relevant fees, which are charged on an investment by investment basis, although generally, we will charge fees to the SPV.

2. We may, where provided for in the Investment Brochure, charge fees to investors in respect of investment transfers made pursuant to clause 6. No such fee shall be charged upon death or incapacity of a member.

 

TERMINATION
1. If you no longer want to be a member of P1CP INT, provided you have no investments with us, you can let us know by email and we will end your membership straight away. Termination will not affect the terms of any investment you have entered into.

2. We may terminate your membership in respect of making new investments at any time and for any reason, including but not limited to breach of these Terms and Conditions, applicable law, mis-use of our website or account inactivity for a period of 12 months or more. If you hold investments through us, our cancellation of your membership will not affect the charges we will levy to the SPV and we will continue to maintain your account in accordance with clause.

 

CONFLICTS OF INTEREST
1. We will generally provide the directors to the SPV and work as investment manager. If there is a default on your investment by the SPV, we will ensure that the terms of the bond instrument are adhered to and seek to procure the appoint independent directors to the SPV if we deem it to be in your interests.

2. We will not knowingly permit the investment of bond proceeds into any investment from which we or an associate of ours may benefit directly or indirectly.

3. Conflicts that are specific to a particular investment shall be disclosed in the Investment Brochure.

4. You may request a copy of our full conflicts of interest policy at any time.

 

COMPLAINTS AND COMPENSATION
1. We have established procedures for the effective consideration of complaints. Please contact us to request a copy of our complaint handling policy.

2. If the bank with which your P1CP INT account is held becomes insolvent, this will not be our responsibility. The maximum compensation available from the FSCS in respect of money held in a bank account is £75,000.

 

LIABILITY
1. 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 P1CP INT.

2. We shall not be liable to you for any loss or damage which you may suffer as a result of being a member of P1CP INT or using the P1CP INT 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 membership of P1CP INT 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.

3. 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.

4. 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.

 

INTELLECTUAL PROPERTY
1. Subject to clause 12.3 below, as between you and us, we own all present and future copyright, registered and unregistered trademarks, design rights, unregistered designs, database rights and all other present and future intellectual property rights and rights in the nature of intellectual property rights existing in or in relation to the platform.

2. If and to the extent that any such intellectual property rights vest in you by operation of law or otherwise, you agree to do any and all such acts and execute any and all such documents as we may reasonably request in order to assign such intellectual property rights back to us.

3. You shall retain ownership of all copyright in data you upload or submit to the platform. You grant us a world-wide exclusive, royalty-free, non-terminable licence to use, copy, distribute, publish and transmit such data in any manner.

 

VARIATION
We may need to update or amend these Terms and Conditions from time to time to comply with 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 and 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 P1CP INT service, you agree to be bound by the terms of any such updates and amendments.

 

GENERAL
1. These Terms and Conditions are governed by and to be construed in accordance with English law. In the event of any matter or dispute arising out of or in connection with these Terms and Condition, you and we shall submit to the non-exclusive jurisdiction of the English courts.

2. 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.

3. 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.

4. In the event of our insolvency, Starling Bank Limited will continue to hold your money pending investment, but will not facilitate any new investments. Starling Bank Limited will notify you of changes to reporting requirements in such event.

5. In the event of our insolvency, we shall attempt to find an alternative services provider to enable the platform to continue to function.

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

7. You consent to the processing by us, (and by associated and affiliated companies and by any third parties involved in the provision to you of products or services), of the personal data submitted by you and/or created in the course of your relationship with P1CP INT and to the transmission of such personal data to such associated and affiliated companies and/or third parties for purposes connected with customer administration.

 

CONTACTING US
If you have any questions about these Terms and Conditions, or wish to contact us for any other reason, you can contact us in writing at: P1 Capital Partners International Ltd, 7 Temasek Boulevard, #12-07 Suntec Tower One, Singapore, 38987 by telephone on: +65 6906 0611 or by email to: info@p1cpinternational.com

 

SCHEDULE – FEES AND CHARGES
P1CP INT does not charge any upfront or performance fees.
P1CP INT will take no fees or make any deductions or charges of any kind on the interest paid by the P1CP INT Growth or Income Bond.

 

CHANGES TO TERMS AND CONDITIONS
1. We may, at any time, change these Terms and Conditions by giving you written notice. Such an amendment will take effect on the date specified in the written notice. For the avoidance of doubt, these changes may impact our fees and charges or the level of service provided. Any amendment that adversely affects you will not apply to sums already lent out.

2. P1CP INT may amend these Terms and Conditions if it believes it necessary to respond proportionally to changes in law and regulations.

3. We may also amend these Terms and Conditions to reflect changes to our systems, administrative processes, and procedures, market practice or client requirements and to reflect other legitimate cost increases (or reductions).

4. You will be given at least 30 days’ notice in respect of any changes to these Terms and Conditions unless the specific circumstances require a shorter or longer period. Any amendments will comply with any applicable laws and regulations.

 

DEFINITIONS
‘P1CP INT’ ‘We’, ‘Us’ or ‘Our’ means P1CP INT Financial Services Limited.
‘Business days’ refers to any day other than Saturday, Sunday or a Bank holiday in England and Wales.