The Collective investor terms and conditions

Octopus Energy Collective Limited provides a platform that enables you to view Investment opportunities, apply for Investments, and view information regarding your existing Investments made through the Collective.

These Terms and Conditions form a legal contract between you and Octopus Energy Collective Limited and, where applicable, ShareIn (see clause 2.3 below).

You should read these Terms and Conditions carefully before using the Website and/or applying to become a Member or making any investment through the Collective. If there is anything that you do not understand, please read our frequently asked questions page and, if you are still unsure, you can email info@octopusenergycollective.com for more information.

These Terms and Conditions are available on our Website, where you can read online or print them. If you want to know about other formats that we can provide, please contact us.

1. Definitions

"24 Hour Pause Period" has the meaning given to it in clause 3.2.

"Account" means your account with the Collective through which you are able to place orders for Investments.

"Cancelled Raise" has the meaning given to it in clause 9.5.

"Custodian" means Woodside Corporate Service Limited, who is authorised and regulated by the FCA under firm reference number 467652, or any other custodian we introduce you to from time to time.

"FCA Rules" means the rules and guidance of the Financial Conduct Authority.

"FSCS" means the Financial Services Compensation Scheme.

"Investments" means shares, bonds and other renewable or sustainability-related investments available for subscription or purchase by Members through the Website.

"Investment Offer Document" means the offer document for an Investment that is or will be available to Members on the Website prior to investing and which will include a listing of the key risks associated with the relevant Investment.

"Issuer" means the issuer, usually a company, special purpose vehicle or cooperative, of the Investments.

"Member" means a person that has been accepted to view Investments and submit Pledges through the Collective platform (and such person having a "Membership").

"Nominated Account" has the meaning given to it in clause 10.3.

"Nominee" means a the nominee company appointed by the Custodian from time to time to hold your Investments.

"Offer" has the meaning given to it in clause 6.1.

"Payment Period" has the meaning given to it in clause 9.1.

"Pledge" has the meaning given to it in clause 8.1.

"Record Date" has the meaning given to it in clause 9.7.

"ShareIn" means Share In Ltd.

"Terms and Conditions" means these investor terms and conditions.

"the Collective", "we", "us" means Octopus Energy Collective Limited.

"Unfunded Pledge" has the meaning given to it in clause 9.2.

"Website" means www.OctopusEnergyCollective.com

2. What is the Collective?

2.1 The Collective is a trading name of Octopus Energy Collective Limited, which is authorised and regulated by the Financial Conduct Authority under firm reference number 997572. You can check Octopus Energy Collective Limited's authorisation status on the Financial Services Register at https://register.fca.org.uk.

2.2 The Collective's service is only available to investors that become and are accepted as Members through the Website. We provide a platform that enables our Members to apply for Investments issued by Issuers for the purposes of funding or refinancing one or more renewable energy or other sustainability-related projects. Details of the investment structure and the underlying renewable energy or sustainability-related investment arrangements will be set out in the relevant Investment Offer Document for each Investment on our Website.

2.3 If you are accepted as a Member, you can invest through our Website. Any monies in your Account (for example, monies you have paid pending investment or income received from an Investment) will be held as client money by ShareIn pursuant to clause 10. ShareIn is authorised and regulated by the Financial Conduct Authority to hold client money under firm reference number 603332 and is a party to these Terms and Conditions. You can check ShareIn's authorisation status on the Financial Services Register at https://register.fca.org.uk.

2.4 All Members are bound by these Terms and Conditions in relation to their use of the Website and Account. Users of the Website who are not Members will be bound by these Terms and Conditions insofar as they are capable of application to non-Members.

2.5 By using the Website, you confirm that you have read, understood, and agree to these Terms and Conditions, the Website terms and conditions, the risks , our Privacy Policy and our 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 and/or your Account immediately.

3. Becoming a Member

3.1 In order to invest through the Website, you will need to become a Member. You will only be eligible to become a Member if you are at least 18 years old, a resident in the United Kingdom and fall within certain categories of investor who are permitted under FCA Rules to buy unlisted shares or bonds (also known as "non-readily realisable securities"). This means you will be required to certify that one of the following applies to you:

you are a high net worth individual;
you are sophisticated in investing;
you are a restricted investor (meaning you have not in the last 12 months invested, and will not in the next 12 months invest, more than 10% of your net assets in non-readily realisable securities).

Full definitions of each of the above categories will be made available to users of the Collective platform as part of the Member onboarding process.

US persons are not eligible to become a Member. The definition of a US person is set by the US Internal Revenue Service and is broad, including all US citizens, residents and green card holders. If you have an Account and are, or have become, a US person then you must tell us immediately. Unfortunately, we will require you to close your Account and Investments. If you are unsure, you should speak to a tax adviser.

3.2 Through the Website onboarding process, the Collective will also require you to demonstrate your understanding of the features and risks of investing before you are allowed to invest. In addition and in accordance with regulatory requirements, a 24 hour pause period will apply during the onboarding process (the "24 Hour Pause Period"). You will be unable to invest or view certain materials relating to Investments until the 24 Hour Pause Period has expired and you have completed all other onboarding criteria.

3.3 You agree that we will rely on responses and confirmations given by you during the onboarding process, which form part of the terms on which we provide services to you. By providing an email address as part of the onboarding process, you confirm and agree that your email address may be used for the purpose of receiving notices or communications from the Collective and any Issuer in electronic form.

3.4 We may reject applications to become a Member on any grounds as we see fit, which may include your knowledge and understanding of investing or the Investments, your financial resilience and your capacity to be bound by these Terms and Conditions. You will provide us with any information and supporting evidence that we may require from time to time in order to assess your application for Membership and carry out our identity, fraud and anti-money laundering checks. If you do not provide this information or evidence, we may reject your application or terminate or suspend your Membership (as the case may be).

3.5 You acknowledge that Investments available through the Collective are only available to Members and are not offered to or open to the public in any jurisdiction.

4. Accessing your Account

4.1 Membership to the Collective is personal to you, and you should only use your Account for your own investment activities. In particular, you must not use your Account to invest on behalf of other people or allow other people to access your Account.

4.2 By registering as a Member and each time you make a Pledge to invest, you confirm that you are an individual who is at least 18 years old and are legally entitled to invest in the Investment offered, and that you have categorised yourself correctly under clause 3.1 above. Investments through the Collective are only available to investors in the United Kingdom.

4.3 You acknowledge that any Investment is only available:

in a country or jurisdiction where it is lawful to access or receive Investment offers and to make Investments; and
in circumstances where it is lawful for you to receive the offers for investment on the Collective and to make Investments; and
where no local or national restrictions exist applicable to you which would make viewing Offers or investing unlawful.

4.4 You will be required to provide personal details and a password to register as a Member and to access your Account. Your registration details and password are how we identify you and you must keep them secure at all times.

4.5 You are responsible for any activity on your Account using your registration and password details. You must notify us immediately if you suspect that someone else has had access to your Account or the security of your Account has otherwise been compromised.

4.6 We do not have to act on any instruction where we suspect that the person logged into your Account is not you or we suspect any illegal or fraudulent activity.

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

5. Client classification

5.1 You will be categorised as a retail client for the purposes of FCA Rules, unless otherwise notified by the Collective. This means that you will receive the highest degree of regulatory protection under those rules.

5.2 In certain circumstances, we may accept an application from you to be treated as a professional client. If you are categorised as a professional client, you will lose some of your protections under FCA Rules. If you wish to be treated as a professional client please contact us for further information here: https://www.octopusenergycollective.com/contact-us

6. No advice

6.1 We perform reasonable due diligence on all Issuers and Investments before the Collective approves each Investment Offer Document and related information recorded on the relevant Investment page on the Website (together, the “Offer”) as a financial promotion, unless otherwise specified on the relevant page or materials. During this process, we exercise reasonable care, skill and diligence, however, we cannot guarantee that our assessment means an Offer or Investment is suitable for you in light of your personal circumstances and, by investing, you acknowledge and agree that we are not liable to you for any loss or damage you may suffer as a result. We do not provide any investment recommendation, legal advice, or tax advice , and as such, you are responsible for making your own investment decisions.

6.2 In conducting due diligence and approving an Offer as a financial promotion, the Collective relies on evidence of factual statements provided by the Issuer itself, and this evidence is not audited or independently verified by the Collective or by any other person. You agree that we can rely on evidence provided by the Issuer for the purpose of checking factual statements in the Offer and we will not be responsible for any inaccuracies or incompleteness in the Offer caused by such reliance.

6.3 Before you invest on the Collective, you should read the Investment Offer Document, understand the risks involved and assess whether the Investment is suitable for you. If you are in any doubt about your personal circumstances or whether to make an Investment, it is important that you seek advice from an appropriately qualified professional adviser.

7. Risks of investing

7.1 The Investments available through the Website carry a possibility of failure and there is no established secondary market for them. This means that you may not receive back all or any of the money you have invested and you should expect to hold your Investments until their redemption or repayment date rather than sell them.

7.2 It is important that you do not invest more than you can afford to lose, and any Investment you make should form part of an overall balanced portfolio of different investments. Before you make any Investment, please ensure that you fully understand the Investment and the associated risks. Relevant information can be found on the Risks section of the relevant Investment Offer Document.

7.3 Leveraged Investments are not available on the Collective so you can never lose more than 100% of the amount you have invested, plus any related returns.

8. Making Investments

8.1 To place an order to subscribe for a particular Investment, you will need to be a Member and submit an application to invest through the Website specifying the size of the Investment you wish to make (a "Pledge") and place an equivalent amount of funds in your Account, as set out in clause 9.

8.2 Without detracting from our rights under clause 3.4 to reject Membership more generally, we or the Issuer may refuse a particular Pledge at our discretion. Reasons for refusal may include (but are not limited to) your failure to satisfy any eligibility criteria for the Investment, you do not have the requisite knowledge and experience to make the Investment, we suspect that you may be using your Account in connection with any unlawful activity or because the Investment is over or under-subscribed.

8.3 Issuers will generally set a minimum and maximum fundraising target that they are looking to raise from Members by a certain date. We do not aggregate your Pledges with any other clients. Investments are usually allocated on a first-come-first-served basis based on when the Pledge is received. If it is not possible to allocate Investments to you for any reason (for example, because the minimum fundraising target has not been met, or the maximum fundraising target has been exceeded), we will cancel your Pledge, and any payment you have made in respect of that Pledge will be returned to your Account for future investment activity, unless you instruct us otherwise.

8.4 Any indication of available investment amounts on the Website is merely indicative of Pledges received at that time and does not guarantee that the Investment will still be available by the time the 24 Hour Pause Period has expired and you have completed your Pledge.

8.5 If an Offer for an Investment has been fully subscribed prior to you making a Pledge, you may be able to register for a waitlist instead. If an allocation subsequently becomes available (for example, because another Member cancels their order or has their order cancelled) then we may, in our discretion, make that allocation available to Members on the waitlist.

8.6 The Collective reserves the right to shorten or extend the period for which any Investment is available on the Collective platform in our absolute discretion.

8.7 We have a regulatory duty to obtain the best possible outcome for you when we execute investment orders on your behalf (for example, on an exchange), or send those orders to an intermediary to execute on your behalf (this duty is called "best execution"). However, investment orders made through the Collective platform are sent directly to the Issuer and are not executed by us, or sent to any third party intermediary to execute. As such, the best execution duty does not apply to the Collective.

8.8 All Investments will be governed by any articles of association or other constitutional documents of the Issuer and the terms of the investment documentation you are required to acknowledge as part of your application to invest in a relevant Issuer, including the subscription or purchase agreement between the Issuer and you, which will be included as an appendix to the Investment Offer Document. To the extent that there are any inconsistencies between these documents and these Terms and Conditions, the provisions of any document that is specific to the Investment shall prevail.

9. Completion of your Investments

9.1 If your Pledge is accepted, we will request that you fund your Account in order to make the Investment if you have not already done so. You must ensure that your Account is fully funded for the amount of your Pledge within 24 hours of the request being sent to you (the “Payment Period”).

9.2 If you have not funded your Account by the expiry of the Payment Period (an "Unfunded Pledge"), we may cancel your Pledge. If we have not cancelled your Unfunded Pledge and you subsequently make the relevant payment, you may continue with the Investment provided the Record Date has not passed.

9.3 Your investment monies will be debited from your Account:

if you have selected to use existing funds in your Account to fund your Pledge, then immediately upon making the Pledge; or
if you are funding your Pledge from your Nominated Account, then immediately upon receipt of such funds into your Account.

Amounts debited from your Account will continue to be held by ShareIn on your behalf as client money until the issue of Investments by the Issuer, but will not show as an available balance in your Account.

9.4 If the fundraising target of the Issuer is met or the Issuer elects to proceed notwithstanding such target, the corresponding Investments shall be registered directly in your Custodian's Nominee name or, if no Custodian is used, your name as set out in clause 12 when issued by the Issuer.

9.5 We will send you a confirmation of the transaction within one (1) business day after being notified by the Issuer that the Investments have been issued. Should the Issuer elect not to proceed with the fundraise (“Cancelled Raise”), any funds Pledged and debited from your Account in respect of such Cancelled Raise shall be returned to your Account.

9.6 Any funds not allocated to Investments shall remain in your Account awaiting your further instructions.

9.7 You may cancel your Pledge at any time prior to the date which is five (5) business days before the date on which the Investments are proposed to be issued by the Issuer ("Record Date"). We will notify you of the expected Record Date by email when an Offer closes. There is no charge or penalty for cancelling your Pledge.

10. How is your cash held?

10.1 The Collective does not hold client money on your behalf. Instead, any cash in your Account will be held as client money by ShareIn. This means that your cash will be held in an omnibus client account maintained separately from ShareIn's own money in accordance with FCA Rules. Your money will be held in the same account as money belonging to other clients of ShareIn. In the event of ShareIn's default and there is a shortfall in the client money account, you would share in that shortfall on a pro rata basis with other clients of ShareIn.

10.2 ShareIn will make payments to and receive payments from Issuers on your behalf. ShareIn maintains records of the individual entitlements of each Member and Issuer for these purposes. The Collective shall not be responsible for the discharge of ShareIn's obligations in respect of holding client money under these Terms and Conditions.

10.3 You may only pay funds into your Account in pound sterling and from an account in your name held with a bank in the United Kingdom (your "Nominated Account"). If you wish to change your Nominated Account, you may request to do so via the Website.

10.4 You may request that any cash which has not been allocated to an Investment, including investment returns, is paid back into your Nominated Account. Alternatively, you can keep your cash balance in your Account in order to invest in future opportunities.

10.5 No interest is payable to you on money held in your Account. You agree that the entity holding your cash as client money is entitled to any interest which is earned on the cash it holds for you.

10.6 If balances have sat on your Account for a long period of time, we or ShareIn may contact you to seek your instructions.

10.7 In the future we may change the way in which we operate the Collective so that we ourselves hold funds in your Account as client money, or we partner with another third party to do so in place of ShareIn. In these circumstances, you authorise and consent to ShareIn transferring funds in your Account to us or the relevant third party upon our instructions and without seeking your express instruction to do so. We will notify you of any transfer through your dashboard on the Website. The person that takes over responsibility for holding your funds shall do so in accordance with the provisions in these Terms and Conditions applicable to ShareIn (and ShareIn's rights and obligations may be transferred to such person in accordance with clause 25.4). Any change to the person that holds funds in your Account will not affect your ownership of such funds or of your Investments.

11. How will you receive income from your Investments?

11.1 The Custodian will instruct that any capital, dividends or interest repayments arising from your Investments and all redemption money will be sent to ShareIn in accordance with section 10 and held in your Account. Cash in your Account will not be paid out to your Nominated Account or your nominated Octopus Energy account or reinvested unless you have given express instructions to do so. Please be advised that a minimum withdrawal limit of £1 shall apply.

11.2 Where you have given express instruction that dividend or interest payments should be credited to your nominated Octopus Energy customer account, we will rely on the Octopus Energy account number that you provide. If you are permitted to credit cash to your nominated Octopus Energy account, where you are not the main Octopus Energy account holder, you may not be able to request that the cash is paid back out (as, in general, Octopus Energy is only able to deal with the main account holder).

11.3 Any payments to you may be made after deduction of any relevant withholding tax. However, you acknowledge that tax treatment depends on the individual circumstances of each Member and may be subject to change in future and, regardless of whether we withhold tax, it is your responsibility to account for any taxes due income paid to your Nominated Account, your nominated Octopus Energy account and / or on any amounts reinvested.

12. How are your Investments held?

12.1 Prior to making any Investment, we may introduce you to the Custodian. If we introduce you to the Custodian you will be required to appoint the Custodian to hold your Investment.

12.2 In appointing the Custodian, you will be required to make a beneficial owner undertaking and agree to the Custodian's terms and conditions at https://woodsidecorporateservices.co.uk/Octopus-Energy_T&Cs.pdf (woodsidecorporateservices.co.uk) (the "Custodian Terms") and will have a direct relationship with the Custodian for these services. We are not responsible for the custody of your Investments.

12.3 Your Investments will be registered in the name of, and held on trust for you by, the Custodian's Nominee in accordance with the Custodian Terms. You will remain the beneficial owner of your Investments, which means that the Investments will belong to you, whilst the Nominee will hold the legal title to your Investments on your behalf. There are no additional fees for using the Custodian.

12.4 Subject to the Custodian Terms, you agree that:

we may share certain onboarding information about you with the Custodian to facilitate the introduction;
we may, on your behalf, pass on instructions you give us to the Custodian where relevant to the Custodian's services; and
the Custodian and Nominee will be able to send any communications to you through the Collective.

12.5 Your Investments will generally have limited voting rights attached to them, but any voting rights you have will be set out in the relevant Investment Offer Document. Where your Investments do carry voting rights, you are generally responsible for exercising them through the Custodian. However, there may be circumstances in which you agree with your Custodian that the Custodian or its nominee can exercise voting rights on your behalf without your instruction.

12.6 In the future, we may replace the Custodian that we partner with and introduce you to an alternative FCA authorised custodian. In these circumstances, you agree that we may act as your agent to appoint the new custodian on our behalf subject to giving you prior notice and us taking all reasonable steps to ensure that the appointment is not to the overall detriment of our Members.

13. Selling Investments

There is no established secondary market for Investments available through the Website and you should expect to hold your Investments until their redemption or repayment date. Accordingly, before making an Investment you must carefully consider your future financial needs as well as the target redemption or repayment date for the Investment.

14. Checking your portfolio

14.1 You can view details of the Investments and money in your portfolio at any time through the Website. For reporting purposes, we will supply the par value of the Investments.

14.2 You should check your Account regularly and contact us as soon as possible if you think there is any error on it.

15. Your personal data

15.1 We will use your personal data in accordance with our Privacy Policy in order to provide our services to you which can be found here: https://www.octopusenergycollective.com/legal/privacy. We may also use data linked to your Octopus Energy account (if any) to consider whether it is appropriate to market the Investments to you (where you have consented to marketing), and whether it is appropriate for you to make Investments. By agreeing to these Terms and Conditions, you agree to us using your data in this way.

15.2 In some instances, ShareIn and Octopus Energy Collective Limited will act as independent data controllers, and in other instances ShareIn acts as data processor. Details are set out in our Privacy Policy.

15.3 In order to become a Member, we are required by law to carry out certain identity and fraud checks on you. This may involve us transferring your personal data to third party agencies which we use to carry out these checks. We will only share personal data that we need to in order to complete these checks. See our Privacy Policy for more information.

15.4 If you ask us to stop using your personal data in this way, we will begin the process to end our agreement. We may keep your personal data after ending our agreement for legal or regulatory purposes, as outlined in our Privacy Policy.

16. Fees

We do not charge a platform fee for arranging your Investments. We may receive a fee from the Issuer for listing their Investments on the Website.

17. Termination

17.1 If you no longer want to be a Member, provided that you have no Investments with us, you can inform us by email and we will end your Membership as soon as reasonably possible.

17.2 We may terminate these Terms and Conditions and your Membership at any time by giving you thirty (30) business days’ prior notice.

17.3 We may terminate or suspend your Membership in respect of making new Investments with immediate effect and without prior notification if:

you are in breach of these Terms and Conditions or applicable law; or
we believe (acting reasonably) that you are no longer eligible to be a Member; or
we believe (acting reasonably) that continuing to provide you with the services under these Terms and Conditions could expose us to action or censure from any law enforcement, government or regulatory body; or
there has been no activity on your Account for a period of twelve (12) months or more.

17.4 If your Membership is terminated but you hold Investments through us, then we and ShareIn shall continue to maintain your Account in relation to your existing Investments in accordance with these Terms and Conditions but you will not be allowed to make any additional Investments.

17.5 If your Membership is terminated following a Pledge but prior to the Investment being issued to you, we reserve the right to inform the relevant Issuer of the termination and take such steps as are necessary to ensure that your order is not completed.

17.6 If your Membership is terminated and you have a cash balance on your Account, then we will return the funds to your Nominated Account on termination. If for any reason we are unable to pay the funds into your Nominated Account, we will try to contact you to make alternative payment arrangements. Any income received after your Membership has been terminated will be held by ShareIn as client money. We will contact you to arrange for these funds to be transferred into your Nominated Account or via an alternative payment method.

17.7 Clauses 15, 17, 18, 20, 21, 22, 23 and 25 shall survive termination of these Terms and Conditions or termination of your Account and if you have made a Pledge or have invested in an Issuer through the Collective then any clause in these Terms and Conditions that is required in order to administer that Investment in accordance with these Terms and Conditions or regulatory requirements shall also survive termination.

18. Investment by Octopus Energy Group companies

It is possible that Octopus Energy Group companies may co-invest in Issuers or underlying projects. Any such co-investment does not constitute a recommendation or endorsement by the Collective (or any other Octopus Energy Group company) for a particular Investment and should not be relied upon as a reason for your investment decision.

19. Conflicts of interest

19.1 We have a duty under FCA Rules to identify, manage and disclose any conflicts of interest in our provision of services to you. We do this in accordance with our conflicts of interest policy, a copy of our Conflicts of Interest Summary is available on request. In terms of the conflicts of interest policy, any conflicts arising in our provision of services to you may be escalated to a Conflicts of Interest Committee. This committee provides us with an important check and balance and escalation point to ensure that any potential conflicts are identified and properly managed.

19.2 A conflict of interest arises where our duty to act in your best interests conflicts with our own interests, or with the interests of our other clients. In general, the following conflicts may arise in connection with the Collective's service:

Octopus Energy Group companies may provide directors and advisory, management or ancillary services to the Issuers to help manage renewable energy projects.
Octopus Energy Group companies may co-invest in Issuers alongside Members.
Issuers may also be Octopus Energy Group companies.
Octopus Energy Group companies may manage funds that are co-invested into renewable projects alongside Members.
We receive part of our revenue from the Issuer.
Octopus Energy Group may acquire the energy generated by projects owned by the Issuer.
An issue of Investments is over subscribed by our customers (please refer to clause 8.2 above).

19.3 Other conflicts that are specific to a particular Investment will be disclosed in the relevant Investment Offer Document for that Investment.

20. Complaints and compensation

20.1 We and ShareIn have established procedures in accordance with FCA Rules for the effective consideration of complaints:

for complaints regarding the Collective's service you should contact us by email at complaints@octopusenergycollective.com. For further details on our complaints process, please see the Octopus Complaints Policy; and
for complaints relating to the handling of client money you should contact ShareIn at team@sharein.com. For further details on ShareIn's complaints process, please see the ShareIn Complaints Policy (https://sharein.com/complaints).

20.2 You may be entitled to compensation (up to a maximum of £85,000) from the FSCS if we or ShareIn cannot meet our obligations to you (for example, because we are subject to insolvency proceedings). This will depend on the circumstances of the claim, but you can try the FSCS investment protection checker here. It is important to note that the FSCS does not cover poor investment performance.

21. Liability

21.1 Nothing in these Terms and Conditions shall limit our or ShareIn's liability to you for personal injury or death, fraud, nor for any duties we owe to you under the regulatory system.

21.2 Neither we nor ShareIn shall be responsible for the performance of the other party's obligations under these Terms and Conditions.

21.3 Subject to clause 21.1:

neither we nor ShareIn will be liable for any losses that have been caused by circumstances beyond our reasonable control or by your failure to keep your registration details and password secure; and
although we cannot exclude or restrict our obligations to you under the regulatory system, where it is reasonable and lawful to do so, any other liability we or ShareIn may have to you in connection with the Collective service or these Terms and Conditions shall be limited to £1,000,000.

21.4 We shall not be liable in contract, tort (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise under these Terms and Conditions 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 known to the parties at the commencement of this Terms and Conditions.

21.5 You acknowledge that when we or the Issuer make forward-looking statements in relation to an Investment, these statements are based on our or the Issuer's reasonable assumptions but are no guarantee that a predicted investment outcome will actually be achieved.

22. Intellectual property

22.1 Subject to clause 22.3 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 Website.

22.2 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.

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

23. Contacting us

23.1 If you have any questions about these Terms and Conditions, or wish to contact us for any other reason, you can contact us here: https://www.octopusenergycollective.com/contact-us

23.2 Telephone calls to and from us may be recorded and monitored, and where necessary, used in evidence if there is a disagreement.

23.3 We may contact you by posting notices in your Account or by using the email address or phone number linked to your Account. All communications between us shall be in English.

24. Amendments to these Terms and Conditions

24.1 We may need to update or amend these Terms and Conditions from time to time to comply with laws and regulations or to meet our changing business requirements.

24.2 We can make such changes to the Terms and Conditions without prior notice to you where the updates are, in our reasonable opinion, required to comply with law and regulation, or are to your advantage, or are otherwise of an immaterial and routine nature. We will always post these changes on our Website so you will be able to see them the next time you log into your Account.

24.3 In all other cases (for example, if we introduce a new fee or make a material change to our service), we will provide you with at least one (1) month's notice before the amendments take effect.

24.4 In the event of any amendment, you will be able terminate your Membership immediately in accordance with clause 17. If you are unable to terminate your Membership because you continue to hold Investments through your Account, any amendments that fall within the scope of clause 24.3 will not apply to those Investments (unless the amendment is to give effect to clause 10.7 and a change to the person holding your Account balances, or it is necessary to reflect operational changes to our business).

25. General

25.1 These Terms and Conditions are governed by the laws of England and Wales. Any claim brought under these Terms and Conditions shall be heard in the courts of England and Wales.

25.2 If any part of these Terms and Conditions is found to be illegal, invalid, or unenforceable by any court, then the remainder shall, so far as possible, continue in full force and effect.

25.3 No single or partial exercise, or failure or delay in exercising any right, power, or remedy by us or ShareIn shall constitute a waiver by us or ShareIn of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these Terms and Conditions or otherwise.

25.4 We and ShareIn can each assign and transfer our rights and obligations under these Terms and Conditions, in whole or in part, to a third party provided this does not result in you receiving a poorer service or prejudice your rights.

25.5 We and ShareIn may exercise any of our rights or discharge our obligations under these Terms and Conditions in our or ShareIn'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 ShareIn, which shall be entitled to exercise rights under these Terms and Conditions as a contract party, no other person shall have rights to enforce terms under the Contracts (Rights of Third Parties) Act 1999.