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 may also be required to enter into a legal contract with the Custodian (see clause 12 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 contact@octopusenergycollective.com.

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 may engage from time to time for the purpose of holding your Investments.

"Custodian Agreement" means the Custodian Terms and Conditions and the "Beneficial Owner Undertaking", between you and the Custodian, a copy of which is in Annex 1 to this Agreement, which will apply unless you have agreed that the Investments will be issued to you directly.

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

"Octopus Energy Account" means your account with Octopus Energy Ltd, into which dividends or interest repayments arising from your Investments may be made, as outlined in clause 11.2 below.

"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, or any other entity we engage from time to time for the purpose of providing the same or similar services to you.

"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 Unless we have agreed that the Investments will be issued to you directly, any Investments that you make through the Website will be held by the Custodian, with the first custodian being Woodside Corporate Service Limited. Woodside Corporate Service Limited is authorised and regulated by the Financial Conduct Authority to provide custody services under firm reference number 467652. You can check the Custodian's authorisation status on the Financial Services Register at https://register.fca.org.uk. By entering into this agreement, you agree that we are authorised to enter into the Custodian Agreement, acting as your agent, as further outlined in clause 12 below.

2.5 All Members are bound by these Terms and Conditions and the Custodian Agreement in relation to their use of the Website and Account, unless we agree that the Investments will be issued to you directly. 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.

2.6 By using the Website, you confirm that you have read, understood, and agree to these Terms and Conditions, the Custodian Agreement (where relevant), 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:

1. you are a high net worth individual;
2. you are sophisticated in investing;
3. 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, you provide us with the details for your Nominated Bank Account and any information that we may reasonably request in connection with our Account opening procedures. 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, whether you may have low financial resilience (such as inadequate or erratic income, or recurring debts or liabilities, which would put you at risk if you sustained financial losses that you were not able to absorb), and your capacity to be bound by these Terms and Conditions, and without being required to provide you with any reason and without any liability to you. 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:

1. in a country or jurisdiction where it is lawful to access or receive Investment offers and to make Investments; and
2. in circumstances where it is lawful for you to receive the offers for investment on the Collective and to make Investments; and
3. 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. If you suspect that your Account details or password have been lost, stolen, misused, altered without your consent, or accessed without your knowledge or authorisation, you must notify us immediately, take all reasonable measures to secure your Account, and prevent any further compromise or breach of your Account.

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. We may treat any instruction submitted through the Website as having been given by you personally, and we are not obliged to verify or confirm its validity if it originates from your Account, unless we know or reasonably should know that your Account may have 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 Website, you should read the Investment Offer Document, understand the risks involved and assess whether the relevant 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. These funds are held in your Account, reserved for that Pledge, until either the Investment is issued or the Pledge is cancelled in accordance with clause 8.3 below.

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 funds held in your Account reserved for that Pledge will be released in 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/or 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. If that happens, we will notify you via email of the available allocation and provide you with a timeline within which you may request to take up the allocation.

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 take all sufficient steps to obtain the best possible outcome for you when we place or transmit investment orders on your behalf. This duty is often referred to as "best execution". When you apply through the Collective to buy new shares or new bonds, your application to invest is submitted to the Issuer as part of a new fundraising offer. These offers are not traded on an exchange and the price and terms are set by the Issuer. Applications are accepted on a first-come, first-served basis, and when the offer closes and the fundraising conditions are met, the Issuer will issue the new shares or bonds directly to investors who have applied. We follow our Order Transmission and Execution Policy whenever we handle your application to invest, which explains how we take all sufficient steps to achieve the best possible result for you given the nature of new share and bond issues. You can request a copy of this policy at any time.

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 complete and/or 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. If we have not notified you that we have cancelled your Unfunded Pledge and you subsequently make the relevant payment your payment will be returned to you.

9.3 Your investment monies will be debited from your Account:

1. if you have selected to use existing funds in your Account to fund your Pledge, then immediately upon making the Pledge; or
2. 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 that the minimum fundraising target has not been met, the corresponding Investments shall be registered directly in your Custodian's Nominee name or, if no Custodian has been appointed, 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 Once the Offer closes, we will send you an email notifying you that you have fourteen (14) days within which you may decide to cancel your Pledge. Within five (5) days of the expiry of the cancellation period, we will notify you of the expected 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 ShareIn 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 Where we appoint a Custodian to hold your Investments, 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 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 This clause 12 applies only where we appoint a Custodian to hold your Investments.

12.2 Where we appoint a Custodian to hold your Investments, subject to the Custodian Terms, you agree that:

1. you appoint us to enter into the Custodian Agreement and to make a "Beneficial Owner Undertaking", with the Custodian on your behalf, for the purpose of holding each of your Investments (the "Custodian Agreement"). The Custodian Agreement is set out in Annex 1 of this Agreement;
2. we may share information about you with the Custodian and the Custodian is entitled to rely on any such information without further enquiry;
3. we are authorised to give instructions (as provided for in Custodian Agreement) and the Custodian is entitled to rely on any such instructions without further enquiry;
4. the Custodian and Nominee will be able to send any communications to you through the Collective;
5. we are not responsible for the Custodian's actions, omissions or any obligation they may owe you under the Custodian Agreement; and
6. we can only deliver our Services to you under this Agreement if you have contractual arrangements in place with the Custodian.

In appointing the Custodian and entering into the Custodian Agreement, you will have a direct relationship with the Custodian in relation to the custody of your Investments. We are not responsible for the custody of your Investments. You undertake to instruct your Custodian, where relevant, to:

12.2.1 comply with any instructions which are transmitted by us in respect of any Investments held by you with the Custodian;

12.2.2 provide us with such information (including periodic statements and valuations) as we may reasonably request in connection with this Agreement;

12.2.3 pay any fees and charges payable under this Agreement from the Investments in accordance with any payment

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 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.

12.5 In the future, we may replace the Custodian that we partner with an alternative FCA authorised custodian. By entering into this Agreement, you consent to us arranging for an alternative custodian to provide execution, clearing, settlement, custody, and related services for your Investments, and to enter into agreements, acting as your agent, to implement such arrangements. We will act in good faith when selecting any alternative custodian and ensure that the custodian is competent to perform its duties and responsibilities. You will receive at least fourteen (14) days' notice of any such change and the applicable terms and conditions, unless the change is required to comply with applicable law.

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

16.1 We do not charge a platform fee for arranging your Investments. Other fees and charges that may be imposed on you under this Agreement will be set out in the Collective Fees and Charges Schedule and may include:

16.1.1 any costs incurred under this Agreement, including transfer fees, registration fees, exchange fees, settlement fees, and stamp duty, tax or other fiscal liabilities; and

16.1.2 any costs or charges incurred by ShareIn or the Custodian (where relevant) that are due and payable by us.

16.2 You authorise us to instruct ShareIn and/or the Custodian (where relevant) to:

16.2.1 deduct our fees and any costs and expenses payable and properly incurred under this Agreement from any account maintained by ShareIn and/or the Custodian in or by reference to your name and pay these sums to us;

16.2.2 retain any funds or transfer cash from your Account that would otherwise be paid into your Nominated Account, or any other account requested by you.

16.3 We may receive a fee from the Issuer for listing their Investments on the Website.

16.4 If we are required to pay taxes or other charges on your behalf that are not imposed by us, we reserve the right to deduct these amounts from your cash or Investments held by ShareIn or the Custodian (where relevant). Where there are insufficient funds in your cash or Investments, we may seek payment in accordance with clause 16.2 or otherwise require you to pay or reimburse us for these amounts.

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:

1. you are in breach of these Terms and Conditions or applicable law; or
2. we believe (acting reasonably) that you are no longer eligible to be a Member; or
3. 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
4. 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/or the Custodian, shall continue to maintain your Account in relation to your existing Investments in accordance with these Terms and Conditions and/or the Custody Agreement (as applicable and where relevant) until such Investment is redeemed or transferred. You will not be allowed to make any additional Investments through the Website.

17.5 If your Membership is terminated following a Pledge but prior to the Investment being issued to you, we and ShareIn 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 instruct ShareIn to 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 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:

1. Octopus Energy Group companies may provide directors and advisory, management or ancillary services to the Issuer to help manage renewable energy projects;
2. Octopus Energy Group companies may co-invest in Issuers alongside Members;
3. Issuers may also be Octopus Energy Group companies;
4. Octopus Energy Group companies may manage funds that are co-invested into renewable projects alongside Members;
5. We receive part of our revenue from the Issuer;
6. Octopus Energy Group may acquire the energy generated by projects owned by the Issuer; and
7. 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:

1. for complaints regarding the Collective's service you should contact us by email at contact@octopusenergycollective.com. For further details on our complaints process, please see the Complaints Policy; and
2. 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 If you are not happy with the resolution of your complaint, you may be entitled to refer it to the UK Financial Ombudsman Service. Further information can be found at www.financial-ombudsman.org.uk or by calling 0800 023 4567.

20.3 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.

20.4 If you are not happy with the services provided by the Custodian under the Custody Agreement, you must send your complaint to the Custodian at the address set out in the Custody Agreement.

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:

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
2. nothing in these Terms and Conditions shall limit any liability of us or ShareIn to the extent that liability may not be excluded or limited by any applicable law or regulation.

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. Events beyond our control

22.1 Neither party will be responsible for any loss caused by events outside its reasonable control. These events include, but are not limited to, natural disasters, government restrictions, market or exchange rulings, changes to trading hours, national emergencies, wars, riots, terrorism, industrial disputes, actions by authorities, or failures in telecommunications or computer systems.

22.2 The affected party must promptly notify the other party in writing of the events outside its reasonable control and its expected duration, and use reasonable efforts to mitigate its impact and resume performance as soon as practicable.

23. Intellectual property

23.1 Subject to clause 23.3 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.

23.2 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.

23.3 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.

24. Contacting us

24.1 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

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

24.3 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.

25. Amendments to these Terms and Conditions

25.1 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.

25.2 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 visit the Website and/or log into your Account.

25.3 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.

25.4 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 25.3 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).

26. General

26.1 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.

26.2 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.

26.3 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.

26.4 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.

26.5 This Agreement represents the entire understanding between us regarding the matters it covers and replaces any previous agreements, whether written or verbal, on those matters. Except where required by law, no additional terms will be implied into this Agreement.

26.6 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.

Investing on the Collective platform involves risks to your capital. Our investments are illiquid, which means they can't be easily bought or sold as there is no market available. It's important that you're comfortable holding your investment for the full term. If you're unsure you should speak with a financial advisor or qualified professional for advice. For more in-depth information, head over to our risks page. You'll also find specific risks for each investment outlined in their respective offer documents.

Octopus Energy Collective Limited registered office: UK House, 5th Floor, 164-182 Oxford Street, London, United Kingdom, W1D 1NN. Registered in England and Wales No. 14036581. Authorised and regulated by the Financial Conduct Authority (FRN 997572).

ANNEX 1 – CUSTODIAN AGREEMENT

WOODSIDE CORPORATE SERVICES LIMITED – TERMS AND CONDITIONS

1. These terms

1.1 These are the terms and conditions (the "Terms") on which we provide our Custodian Services, Receiving Agent Services and/or Nominee Services. They have been provided to you by us, or by Octopus Energy Collective Limited, which for the purposes of these Terms shall be referred to as the "Investment Firm", or, in the case of the Nominee Services, the Investee company, to explain to you who we are, how we will provide our Services to you, how you and we may change or end this agreement, what to do if there is a problem and other important information. At the end of these Terms you will find a "Definitions" section which explains the meaning of any capitalised terms used in this document, for example what we mean by referring to "Services", "Investment", "Instructions" etc. Please contact us if you are not clear about any of the provisions of these Terms. For the purposes of these Terms, references to "we", "us" or "our" are references to Woodside Corporate Services Limited and references to "you" or "your" refer to you, the investor, unless otherwise stated.

1.2 A legally binding agreement will come into existence between us and you for the provision of our Receiving Agent Services, Custodian Services and/or Nominee Services (as applicable) when we accept your, your Investment Firm or the Investee's (as applicable) request to provide our Services in connection with your Investment(s).

1.3 In respect of the Receiving Agent Services and/or the Custodian Services (if applicable):

1. you hereby confirm that the Investment Firm and/or Investee is authorised by you to give us Instructions on your behalf in respect of your Cash and Investments; and
2. you acknowledge and agree that we are not a party to your contract with your Investment Firm and/or Investee and so we are not responsible for any services and/or advice provided by your Investment Firm and/or Investee.

1.4 We reserve the right to reject an Application Form and/or we may refuse to provide our Services at our discretion and will not be required to provide a reason for such refusal. We will have no liability to you, your Investment Firm and/or the Investee for any loss suffered as a result of our refusal to provide our Services.

1.5 In some areas you will have different rights under these Terms depending on whether you are a business or a consumer. You are a consumer if:

• you are an individual; and
• the Services provided by us will be received by you wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).

2. Who we are and how to contact us

2.1 We are Woodside Corporate Services Limited, a company registered in England and Wales. Our company registration number is 06171085 and our registered office is at 1st Floor, 12-14 Mason's Avenue, London, EC2V 5BT. Our VAT number is 927 2216 33.

2.2 We are authorised and regulated by the FCA with reference number 467652. The FCA can be contacted on +44 (0)800 111 6768.

2.3 You can contact us by telephone on +44 (0)203 216 2000 or by writing to us at info@woodsidesecretaries.co.uk or at our address provided in clause 2.1. All communications with us will be in English language.

2.4 When we use the words "writing" or "written" in these Terms, this includes emails.

3. Your status

3.1 We have categorised you as a "retail client" for the purposes of the FCA Rules. This gives you the highest level of protection under the FCA Rules. You agree to such categorisation and to being treated as a retail client for the purposes of the FCA Rules and under and in accordance with the provisions of these Terms.

3.2 You have the right to request to be re-categorised as a "professional client" for the purposes of the FCA Rules. If you wish to make such a request, please contact us or, if applicable, your Investment Firm, who will submit your request to us on your behalf. We will consider your request but we are under no obligation to accept it and re-categorise you as a professional client.

4. Your right to cancel this agreement

4.1 If you are a consumer, you may have the right to cancel this agreement, normally within 14 days from the date when this agreement becomes binding. This may be the case for example if this agreement is concluded at a distance (i.e. without your and your Investment Firm's physical presence at the same time and in the same place). If our Services have been procured for you by your Investment Firm, you should refer to your agreement with the Investment Firm for more details about your cancellation rights.

4.2 To cancel your agreement with us under clause 4.1 you will need to send us a notice in writing, prior to the expiry of the 14 calendar days' cancellation period. If you have an Investment Firm, you should submit such notice to your Investment Firm. Your notice does not need to give us any reasons for your cancellation.

4.3 You may also be entitled to cancel your contract with the Investment Firm and if you exercise your right to do so, such cancellation will extend to the cancellation of our Services under these Terms.

4.4 If you cancel this agreement in accordance with this clause 4, we will return all your un-invested Cash and/or re-register any Investments in your own name (as applicable) promptly, and not later than within 30 calendar days from the receipt of your notice of cancellation. However, if we received Instructions to carry out and complete a Transaction before the end of the 14 calendar days cancellation period, we will be entitled to retain such Cash and/or Investments as may be required to settle any outstanding Transactions.

4.5 If you do not cancel this agreement within the 14 calendar days' cancellation period, you will lose your right to cancel under this clause 4. However, you will still be entitled to terminate this agreement under clause 19 (Termination).

5. Identification and verification checks

5.1 We are required to comply with our own identification and verification procedures, referred to in these Terms as "know your customer" checks for the purpose of anti-money laundering law, sanctions and other laws and regulations. If the necessary information is not already available to us, we have the right to ask you or your financial adviser or any intermediary named in your Application Form to provide any information and documentation to us that is necessary to comply with all applicable laws and regulations. You agree to provide any reasonably requested information and documentation to us promptly. If you do not provide any requested information and/or documentation to us within 5 calendar days from our request, we will have the right to terminate this agreement in accordance with clause 19.1.2.

5.2 We have the right to engage a third party to conduct the "know your customer" checks on our behalf and you agree that we can use credit reference agencies in the performance of this function, which may leave a record.

5.3 If our "know your customer" checks are not completed, we have the right to refuse to accept any Instructions, unless and until such checks have been completed to our satisfaction.

5.4 You agree that you will notify us promptly (via your Investment Firm, if applicable) of any changes to your name, residential address, email address, telephone number, tax residency and your country of residence, and any other information or documentation provided to us under this clause 5.

6. Giving of Instructions

6.1 If you have an Investment Firm:

6.1.1 you acknowledge and agree that the Investment Firm is appointed and has sole authority to give us Instructions, which means that we may refuse to accept Instructions received directly from you or from a third party, unless you have notified us of the cancellation of your Investment Firm's authority in accordance with clause 6.1.2;

6.1.2 if you wish to change your Investment Firm or withdraw your Investment Firm's appointment to give us Instructions, you must give us a notice in writing and provide proof of your new Investment Firm's (if any) authority to act on your behalf as we may reasonably require. We reserve the right, at our discretion, to refuse to accept your request to change your Investment Firm or withdrawal of your current Investment Firm's authority to give us Instructions, in which case we have the right to terminate our agreement with you under clause 19.1.3;

6.1.3 we will not be bound by your notification of appointment of a new Investment Firm or withdrawal of your current Investment Firm's authority under clause 6.1.2 until we notify you in writing of our acceptance of your request.

6.2 We can rely on any Instruction which we reasonably believe has been given by you or by your Investment Firm (if applicable) on your behalf, by whatever means, and which is given to us, but shall not be obliged to act in accordance with such Instruction and shall not incur any liability to you for failing to act, delay in acting or error in the carrying out of any Instruction which does not comply with these provisions.

6.3 Instructions shall be sent to us by email to info@woodsidesecretaries.co.uk, or by original message delivered by hand or by first class post and shall comply with the following requirements:

6.3.1 any written Instructions (whether original or sent by email) must be signed by your Investment Firm and must be sent on the Investment Firm's letter heading;

6.3.2 any written Instructions sent by email must be sent from the Investment Firm's official email address provided in your Application Form, or as otherwise notified to us;

6.3.3 if, in exceptional circumstances, we accept Instructions directly from you, they must be signed by you or must be sent from your email address provided in your Application Form, or as otherwise notified to us from time to time.

6.4 Any Instructions which comply or purport to comply with the above requirements shall be deemed to be valid Instructions and we can rely on them without being required to verify that any signature or purported signature is genuine or whether the author or purported author had actual authority to give such Instructions or whether any such authority had been withdrawn.

6.5 We have the right, in our sole discretion, to refuse to act on an Instruction if: (i) we consider any part of it to be unclear or ambiguous; (ii) it does not contain all information which we reasonably require in order to carry out such Instruction; (iii) we are in any doubt as to the authenticity of the Instruction; and/or (iv) we do not hold sufficient Cash and/or Investments (as applicable) to carry out such Instruction.

6.6 Any validly given Instructions are irrevocable and cannot be withdrawn or amended unless we, in our sole discretion, agree to such withdrawal or amendment.

6.7 Any Instructions must be received by us during normal working hours and in sufficient time prior to the settlement of the Transaction to which they relate. You acknowledge and agree that failure to deliver Instructions in a timely manner may result in a delay in us acting on them.

6.8 You must ensure that all your Instructions are correct, complete and sufficient to settle the relevant Transactions. We will not be liable for any errors resulting out of incorrect, incomplete or insufficient Instructions.

7. Custodian Services and Receiving Agent Services

7.1 This clause 7 applies in the event we have been engaged to provide Receiving Agent Services and/or Custodian Services in respect of your Investments.

7.2 We will follow Instructions to settle Transactions in accordance with these Terms.

7.3 We will be responsible for the safekeeping of your Cash and/or Investments (as applicable) in accordance with these Terms. We will use the same reasonable standard of care with respect to the safekeeping of Cash and/or Investments (as applicable) held on your behalf, and collections of funds or other property paid or distributed in respect of such Cash and/or Investments (as applicable), as we use in respect of similar property of our own.

7.4 We may be asked by the Investment Firm to:

1. process your Application Form(s); and/or
2. record your subscriptions for Investments.

7.5 To the extent our Services involve the safekeeping of Cash:

7.5.1 Your Cash will be held by us as "client money" for the purposes of the FCA Rules, which means that your Cash will be:

1. held in our client bank account which is set up as a statutory trust account. This means that your Cash will be held by us as trust assets in your favour and not as our own property;
2. segregated from our own money;
3. held together with money from our other clients;
4. identifiable from other client's funds for the purpose of recording your holding of and entitlement to your Cash;
5. unavailable to our creditors in the event of our failure, for example our insolvency; and
6. shared among all our clients whose money is held in such client account in the event of our insolvency in proportion to their entitlement to such money (determined in accordance with the FCA Rules), if there is a shortfall in our client money account.

7.5.2 Your Cash will be held in our client bank account with a banking institution of our choice, based in the United Kingdom, European Economic Area state or other jurisdiction as required from time to time. We will exercise due skill, care and diligence in accordance with the FCA Rules when selecting a banking institution for this purpose and will review our selection periodically to ensure that the banking institution is appropriate and adequate to hold client money.

7.5.3 In the event the banking institution of our choice becomes insolvent and there is a shortfall in such client money account, you will share proportionally with other creditors of the banking institution, in proportion to your Cash held in such client money account. Please note that the rules could be different if the banking institution where we hold our client money account is not based in the UK.

7.5.4 Where we have not heard from you or your Investment Firm for a period of six (6) years in respect of your Cash, we will have the right to pay or transfer your Cash to a registered charity of our choice. Before we make such payment or transfer, we will take reasonable steps to contact you either by telephone, post or email at least three times (with at least 28 days breaks between each communication attempt). If, after we have transferred or paid your Cash to a registered charity in accordance with this clause 7.5.4, you make a valid claim in respect of such Cash, we will promptly return the value of this Cash to you.

7.6 To the extent our Services involve the safekeeping of Investments:

7.6.1 Investments will, unless otherwise agreed in writing, be registered:

1. in the name of the Nominee Company; or
2. upon your prior written approval, in our name. Investments will only be registered in our name where, due to the nature of the law or market practice of the overseas jurisdiction, it is, in our reasonable opinion, in your best interests, or it is not feasible to do otherwise. In such circumstances, your Investments may not be segregated from our Investments and, in the event of our default, you may not be as well protected as if the Investments were segregated.

7.6.2 Your Investments will always be identifiable as your Investments in our books, even if they are held in the name of the Nominee Company.

7.6.3 Where there have been no Instructions from you or on your behalf in respect of an Investment for a period of twelve (12) consecutive years, we will have the right to liquidate the Investment at market value and pay the proceeds to a registered charity of our choice or transfer the Investment to such a registered charity. Before we make such payment or transfer, we will take reasonable steps to contact you either by telephone, post or email at least three times (with at least 28 days breaks between each communication attempt). If, after we have transferred or paid away your Investment to a registered charity in accordance with this clause 7.6.3, you make a valid claim in respect of such Investment, we will promptly return the value of this Investment to you.

7.7 In respect of any Transactions:

7.7.1 you acknowledge and agree that we settle Transactions based on Instructions given by your Investment Firm on your behalf. We do not provide any advice as to the merits of any Transaction and we do not assess whether any such Transaction is appropriate for you;

7.7.2 we will use our reasonable efforts to settle the Transactions in accordance with the Instructions, provided that:

1. we hold, receive or have credited to our order all necessary documents (for example board minutes from an Investee company under the Transaction) or Cash in advance of the contractual settlement date and in accordance with our directions; and
2. we receive comprehensive, correct and timely Instructions, in accordance with the provisions of these Terms;

7.7.3 in the event we make a payment to any third party pursuant to a valid Instruction and we have not received an appropriate amount of Cash from you (for example, but without limitation, if a cheque is dishonoured, a card payment is reversed or cancelled), you will pay us on demand, by such payment method as we may specify, the shortfall together with any additional costs and/or expenses we may incur;

7.7.4 delivery or payment to the other party to a Transaction shall be at your risk. We will not make delivery of Investment and/or payment of Cash (as applicable) to a third party, other than a party to a Transaction, unless specifically Instructed in accordance with these Terms;

7.7.5 when a Transaction requires settlement in a currency other than pounds Sterling, we will be entitled to convert the Cash into or out of the relevant currency, at a prevailing rate in the market as chosen by us;

7.7.6 you acknowledge and agree that it may take up to three (3) Business Days for payments and delivery of Cash to clear into a UK based account, and it may take longer to clear into an overseas account;

7.7.7 if we, in our discretion, settle a Transaction before receiving or having credited to our order any necessary documents or Cash, then pending such receipt or credit, we shall, notwithstanding any entry made in our books, have no obligation to account to you for the relevant Cash and/or Investments (as applicable). If you do not provide the necessary Cash or documents promptly, we may, at our discretion:

1. settle the Transaction on its contractual settlement date and charge you and/or the Investment Firm for any costs incurred in doing so;
2. settle the Transaction late and charge you and/or the Investment Firm for any costs incurred as a result of late or failed settlement; or
3. reverse any entry in our books and fail to complete the Transaction;

7.7.8 unless we in our discretion decide otherwise, we shall generally operate a settlement system under which your Cash is debited with the purchase cost as of the actual date of settlement with the counterparty or agent concerned, or credited with the proceeds of sale on the actual date of receipt of cleared funds or, if later, after any currency conversion, (irrespective of the contractual date of settlement) and your Investment is credited or debited accordingly; and

7.7.9 notwithstanding anything in these Terms to the contrary, any Transaction may be settled in accordance with the customary procedures for such Transaction in the market in which such Transaction occurs, including, without limitation, delivering Investments before payment and paying for Investments before delivery.

7.8 Statements

7.8.1 Unless we are instructed by your Investment Firm to send such confirmation details or statements directly to you, we will send to your Investment Firm a confirmation setting out the details of any Transaction carried out on your behalf and/or statement of the Investments and/or any Cash (as applicable) held on your behalf, at such frequency as shall be agreed from time to time, and at least once every twelve (12) months but you can instruct the Investment Firm to contact us anytime to ask for such a statement, which we will provide within five (5) Business Days following receipt of such request.

8. Nominee Services

8.1 This clause 8 applies to the provision of our Nominee Services and/or in relation to the safekeeping of Investments as part of our Custodian Services.

8.2 In the event your Investments are registered in the name of the Nominee Company (or in our name), they will be held by the Nominee Company (or by us) in trust for you. You will remain the beneficial owner of your Investments, which means that the Investments will belong to you, whilst we or the Nominee Company, as the case may be, will hold the legal title to your Investments on your behalf. We will issue a declaration of trust confirming your rights to the Investments.

8.3 You agree to provide promptly and not later than within ten (10) Business Days, any information requested by the Investee(s) that the Investee(s) is legally entitled to request, for example to comply with its regulatory obligations. This may include declarations as to your nationality or beneficial ownership declarations.

8.4 We will:

1. receive all interest, dividends and other payments or distributions in respect of Investments and all sale proceeds, redemption money and capital sums in respect thereof, and shall promptly account to the Investment Firm (or directly to you, if applicable), after deducting any taxes, duties or other sums payable if applicable;
2. surrender Investments against money payable at maturity, disposal, close of the fund or on redemption (as the case may be), in accordance with the Instructions; and
3. use reasonable endeavours to deliver to the Investment Firm all notices and documentation actually received by us and/or the Nominee Company relating to the Investments.

8.5 Where you do not have an Investment Firm, we will notify you, on behalf of the Nominee Company, of any meetings of the Investee(s). In the event you wish to Instruct the Nominee Company to attend any meetings of the Investee(s) of your Investments, exercise any voting rights attaching to your Investments on your behalf, or carry out any other activity outside the scope of the Nominee Services set out in these Terms, you will notify us in writing in reasonable time (as we may direct). You acknowledge and agree that we may require payment from you or your Investment Firm (if applicable), as we may elect, of a reasonable fee plus reasonable expenses before carrying out any such Instructions.

8.6 If we receive any Instructions in respect of any action to be carried out on your behalf (including, but not limited to, exercising voting rights and attending meetings) in our or the Nominee Company's capacity as a nominee, we shall use reasonable efforts to take all steps necessary to comply with such Instructions, provided that such Instructions are received by us in accordance with these Terms. If we receive no Instructions within the appropriate time we (through the Nominee Company) reserve the right to take such actions as the Nominee Company may have offered to take in the absence of such instructions, or if no such action was offered, to act (or refrain from acting) as we and/or the Nominee Company deem fit.

8.7 If you wish to transfer your Investments to a third party or into your own name or that of another third-party nominee, we will procure that the Nominee Company takes all reasonable steps necessary to effect the transfer and re-registration in a prompt and timely manner, subject to the receipt of the prior written consent of the relevant Investee (if such consent is required to effect the transfer).

9. Protection of Investments

We will not borrow or lend Investments held for you as custodian or nominee, or enter into sale and repurchase transactions, or use any Investments for our own account, or hold Investments as collateral for other Transactions or for the account of any other client, without your written consent and on terms to be separately agreed.

10. Further provisions

To enable us to perform our obligations under these Terms, we may, without further authority from you or your Investment Firm:

10.1 deduct from Cash, for ourselves and others, ordinary expenses due to third parties for handling Investments and other similar items relating to our duties under these Terms, provided that such payments are accounted for to you (via your Investment Firm, if applicable);

10.2 in general, and unless Instructed otherwise, do all such things and perform all such administrative duties on our own behalf or on your (or your Investment Firm's) behalf as may be necessary in connection with any transfer or other dealing with your Investments or otherwise to effect the purposes of these Terms, and you agree to execute such further documents or powers of attorney as may be necessary to give us the powers required by this clause 10.2 or to give effect to those powers; and

10.3 take any action permitted or allowed under these Terms notwithstanding that we, or our Affiliate, may act as principal in any Transaction or otherwise have a material interest in any Transaction or a conflict of interest or be in possession of information relevant to any Transaction.

11. Fees, charges, expenses and interest

11.1 If our Services in respect of your Investments have been procured by your Investment Firm or, in the case of Nominee Services, an Investee, such Investment Firm or Investee (as applicable) will pay our fees to provide our Services to you. We reserve the right to charge our fees to you in the event your Investment Firm or the Investee (as applicable) fails to pay our fees properly due in respect of our Services.

11.2 If you have procured our Services directly from us, we will notify you of our fees payable in respect of the Services requested by you. Any such fees shall be payable in accordance with the terms set out on our invoice(s).

11.3 In connection with clause 11.2, if you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 3% a year above the base lending rate of Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.

11.4 We will not, unless otherwise agreed, pay interest on any Cash which we hold for you.

12. Appointment of agents

We (and the Nominee Company) may use agents, including Affiliates, to carry out our (and/or the Nominee Company's) obligations under these Terms. Save as otherwise provided in these Terms, we will be liable for any acts or omissions of such agents as if they were the acts or omissions of us or the Nominee Company as appropriate.

13. Potential conflicts of interest and disclosures

13.1 We, and any Affiliate of ours, may, without prior reference to you provide Services in circumstances where we or our Affiliate has, directly or indirectly, a material interest or a relationship of any description with another party which may involve a potential conflict with our duty to you. Neither we nor any of our Affiliates shall be liable to account to you for any profit, commission, remuneration made or received from or by reason of such transactions or any connected transactions.

13.2 We maintain a conflicts of interest policy with a view to taking all reasonable steps to prevent a conflict of interest constituting or giving rise to a material risk of damage to the interests of our clients.

13.3 We take conflicts of interest very seriously. We will take reasonable steps to ensure that any potential or existing conflict of interest between you and us or you and any other investor or third party in connection with our Services does not affect our Services or your Transactions in any material way.

14. Your warranties

14.1 You represent and warrant, on a continuing basis, that:

14.1.1 you have full power to appoint us on the terms set out in these Terms;

14.1.2 in respect of Custodian Services and/or Receiving Agent Services (as applicable) your Investment Firm and/or Investee has proper authority to enter into these Terms on your behalf and submit your Instructions to us on your behalf;

14.1.3 you are aged 18 or over;

14.1.4 the Investments and/or Cash (as applicable) are/is free from any third party rights to take possession of Cash and/or Investments such as liens, charges or other encumbrances and that no such right shall arise from your acts or omissions; and

14.1.5 any information which you have provided to us is complete and accurate and you agree to provide any further information properly required by any competent authority. You will notify us (via your Investment Firm, if applicable) forthwith if there is any material change in any such information provided.

14.2 You will promptly give (via your Investment Firm, if applicable) to us such information as we may require to enable us to comply with all applicable disclosure obligations or requirements from time to time under the FCA Rules and the laws, rules or regulations of any relevant jurisdiction, exchange, market or regulatory authority in each case to the extent applicable from time to time which apply in respect of us, you and/or the Cash or the Investments.

14.3 You agree and acknowledge that any breach of any of the representations and warranties given by you under this clause 14 and any breach of any of the provisions of these Terms by you (including any failure to provide information to us as provided for under this clause 14) may adversely affect your Investments and/or Cash (as applicable) and the provision of Services by us to you under these Terms.

15. Exclusion and restriction of liability

15.1 If a Nominee Company is a branch or Affiliate of ours and it fails to account to us for any Transactions or Investments for any reason or otherwise fails to deliver up any Investments or the proceeds of sale of any Investments, or otherwise to perform its obligations, we accept liability for any acts or omissions of such Nominee Company. In respect of all other Nominee Companies, we shall, in the absence of our own fraud, wilful default or negligence, have no liability arising out of the actions, omissions or default of any such Nominee Company, but shall take such steps as may reasonably be requested by you to pursue and enforce such remedies as you may have against any such Nominee Company, subject to you accepting liability for and providing adequate security in respect of our costs properly incurred in connection therewith.

15.2 We will not be liable for:

15.2.1 failing to carry out any Instruction or to do anything where the carrying out of such Instruction or the doing of such thing would be in breach of the rules of the Bank of England, the FCA or any other relevant regulatory or supervisory authority or the rules and regulations, operating procedure or market practice of any exchange, clearing house, depository or settlement system; and/or

15.2.2 any default by any banking institution, intermediate broker, investment exchange, clearing house or market depository, provided that we take such steps as you may reasonably request to pursue such remedies as you may have against any such third party, or any such banking institution, intermediate broker, investment exchange, clearing house or market depository subject to you accepting liability for and providing adequate security for our costs.

15.3 Our liability in respect of loss of Cash shall be limited to the value of the Cash.

15.4 Our or the Nominee Company's liability in respect of any claim relating to your Investments shall in no event exceed the value of such Investments to which the claim relates on the date when the claim arose.

15.5 Nothing in these Terms will exclude or limit our duty and/or liability:

15.5.1 for death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);

15.5.2 fraud or fraudulent misrepresentation;

15.5.3 any matter in respect of which it would be unlawful for us to exclude or restrict our liability, including, but not limited to, in respect of any rights that you may have under the regulatory system, including but not limited to the FCA Rules, to the extent that such rights may not be excluded or limited.

15.6 If you are a consumer:

15.6.1 subject to clause 15.5, if we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaching these Terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us or your Investment Firm during the sales process;

15.6.2 we only supply the Services to you in relation to your personal portfolio Investments. If you use our Services for any commercial or business purpose our liability to you will be limited as set out in clause 15.7.

15.7 If you are a business, subject to clause 15.5:

15.7.1 neither us nor any director, officer or employee of ours shall be liable for any claim, loss, damage or expense suffered by you under or in connection with these Terms unless caused by our or their negligence, wilful default, fraud or breach of the FCA Rules; and

15.7.2 without prejudice to the generality of clause 15.7.1, in no event shall we or the Nominee Company, any third party who acts on our behalf (whether our Affiliate or not), or the directors, officers or employees of ours or of any such third party be liable for:

1. loss of business, profits, goodwill or data;
2. any consequential, indirect, special, incidental, punitive or exemplary damages (whether foreseeable or not), or unforeseeable damages, however caused; and
3. your own acts or omissions or the acts or omissions of your Investment Firm.

15.8 You acknowledge and agree that we will not provide you with any recommendation or advice in respect of Investments and that we have no control or influence over any decisions made by you (and/or your Investment Firm, as applicable) in respect of your Investments.

16. Indemnity

16.1 Save as referred to in clause 16.2 you agree to compensate us, our directors, officers, members, employees and agents for any loss, liability or cost (including legal and accountants' fees of ours) which may be properly incurred by any of them directly or indirectly in connection with or as a result of any act or omission undertaken in compliance with any Instruction received by us, which we believe in good faith to have been validly given in accordance with these Terms.

16.2 Nothing in this clause shall serve to compensate any person in respect of:

16.2.1 its own negligence, fraud or wilful default;

16.2.2 anything done by it in contravention of the FCA Rules or the rules and regulations of any other relevant regulatory or supervisory authority; or

16.2.3 any action taken by the FCA against it.

17. Force majeure

17.1 Without prejudice to clause 15, we shall not be liable to you for any delay or failure to perform any of our obligations under these Terms by reason of any cause beyond our reasonable control including, without limitation:

1. any interruption, breakdown, failure or malfunctions of electrical power, or transmission or communication or computer facilities (whether software or hardware);
2. postal or other strikes or similar industrial action;
3. the failure of any relevant exchange, clearing house, market depository and/or broker for any reason to perform its obligations;
4. acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic;
5. the acts of governmental or regulatory authority;
6. terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
7. nuclear, chemical or biological contamination or sonic boom; and
8. collapse of buildings, fire, explosion or accident.

17.2 In the circumstances referred to in the above clause 17.1, we will take reasonable steps, as required by the FCA Rules, to mitigate the effects of such circumstances on our ability to perform our obligations under these Terms.

18. Amendments

18.1 We have the right from time to time to change these Terms, for example to comply with or reflect a change of applicable law, a decision of a court or regulatory authority.

18.2 If we need to change these Terms (for whatever reason), we will notify you or your Investment Firm, in writing at least thirty (30) calendar days prior to such change. If you are unhappy with the changes we propose to make, you can terminate these Terms under clause 19.

18.3 Any amendment proposed by you to these Terms shall take effect only if accepted in writing by us.

19. Termination

19.1 We have the right to terminate our agreement with you:

19.1.1 at any time on 30 calendar days' written notice to you or your Investment Firm (if applicable); or

19.1.2 immediately, if you are in breach of your obligations under clause 5 ("know your customer" checks) or clause 14 (Your Warranties); or

19.1.3 immediately, if you notify us of the cancellation of your Investment Firm's appointment to give us Instructions on your behalf (if applicable).

19.2 Unless our Services have been procured on your behalf by an Investment Firm and/or Investee, you may terminate this agreement with us under these Terms at any time by notice in writing given to us by you or your Investment Firm (if applicable).

19.3 On termination, we will account to you for all Investments and/or Cash (as applicable) which we hold on your behalf, except that we shall be entitled:

19.3.1 to retain such Investments and/or Cash as may be required to settle any outstanding Transactions and to pay any outstanding liabilities in respect of these Terms, including liabilities to us;

19.3.2 to sell any Investments in order to realise Cash to satisfy any outstanding liability; or

19.3.3 to cancel, close out, terminate, reverse, or refuse to settle any Transaction or do anything which has the effect of reducing or eliminating any liability in respect of any Transaction.

19.4 Within one month after termination, for whatever reason, you shall (via your Investment Firm, if applicable) collect or provide delivery Instructions in respect of all Cash and/or Investments held by us under these Terms, failing which we shall deliver such Cash and/or Investments to your Investment Firm or you (if you do not have a validly appointed Investment Firm at that time). The delivery of your Investments to you shall be effected by the transfer of your Investments by the Nominee Company into your name or such other nominee as you may direct. Upon the return by us of the Cash and/or Investments, our obligations and liabilities to you shall cease.

19.5 Any provision which, on its proper construction, is intended to survive termination, shall continue in force after termination, including clauses 6 (Giving of Instructions), 10 (Further Provisions), 11 (Fees, Charges, Expenses and Interest), 14 (Your Warranties), 15 (Exclusion and Restriction of Liability), 16 (Indemnity), 19 (Termination), 20 (Confidentiality and Data Protection), 21 (Retention of Records), 23 (Queries, Complaints and Dispute Resolution), 24 (Miscellaneous) and 25 (Definitions), which will remain in full force and effect.

19.6 Termination of these Terms shall not affect any rights, remedies, obligations or liabilities that we or you have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination.

20. Confidentiality and data protection

20.1 We are not obliged to disclose to you information where the disclosure of it to you would be a breach of duty or confidence to any other person.

20.2 You and we will at all times keep confidential all confidential information acquired in consequence of, or in connection with, these Terms, except for information which we or you are bound to disclose by law or regulation or by request of regulatory or fiscal agencies or courts of competent jurisdiction or to their professional advisers.

20.3 In order to comply with our obligations under these Terms, we will need to process your personal data. In doing so, we will comply with our obligations under the applicable data protection laws (the Data Protection Act 1998 and from 25 May 2018 with the General Data Protection Regulation), as amended, re-enacted or replaced from time to time. Our privacy policy, which has been provided to you with these Terms, and/or which can be obtained from us upon request, contains information about our data processing practices and procedures. Please contact your Investment Firm (if applicable) or email us at info@woodsidesecretaries.co.uk if you wish to receive a copy of our privacy policy.

20.4 In respect of any processing of your personal data carried out by us pursuant to Instructions given by your Investment Firm (if applicable), we will do so as a data processor on behalf of such Investment Firm. Our obligations towards your Investment Firm are governed by our contract with such Investment Firm, and by the applicable data protection laws.

20.5 In respect of certain processing activities, we may be acting as a data controller, for example, to the extent necessary to comply with our regulatory and legal obligations ("know your customer" checks, client money rules etc.), if (in exceptional circumstances) we take Instructions directly from you, or for our record keeping purposes. More details about our role and obligations as a data controller in respect of your personal data can be found in our privacy policy.

20.6 You agree that we and the Nominee Company and our agents, sub-contractors and Affiliates may process and transfer your personal data to the relevant Investee(s) in connection with performance of our obligations under these Terms.

21. Retention of records

The FCA Rules require us to keep your records for certain minimum periods of time (usually 5 years, but this may vary depending on the purpose of the record). We may also be required by other laws, rules and regulations to keep your records (including personal data) for a longer period of time. We will only retain your records for as long as it is necessary for us in connection with the Services that we provide pursuant to these Terms and to comply with our legal and regulatory obligations.

22. Entire agreement and relationship

22.1 If you are a business customer these Terms constitute the entire agreement between us in relation to our Services, which means that all the terms governing our relationship are set out in these Terms and not any other documents. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these Terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.

23. Queries, complaints and dispute resolution

23.1 If you have any complaints or queries about the Services provided by us or these Terms, you can contact us on +44 (0)20 3216 2000 or by writing at info@woodsidesecretaries.co.uk.

23.2 If you are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider. You can submit a complaint to the UK Financial Ombudsman Service via their website at www.financial-ombudsman.org.uk or by calling 0300 123 9 123 or 0800 023 4567. The Financial Ombudsman Service will not charge you for making a complaint and if you are not satisfied with the outcome you can still bring legal proceedings. In addition, please note that (for agreements entered into online) disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform at: https://consumer-redress.ec.europa.eu/index_en.

23.3 These Terms and any disputes or claims in connection with these Terms are governed by English law. You can bring legal proceedings in respect of the Services only in the courts of England and Wales. However, if you are a consumer and you live in Scotland or Northern Ireland, you can bring legal proceedings in Scotland or Northern Ireland.

23.4 These Terms are also subject to the FCA Rules and in the event of conflict between these Terms and the FCA Rules, the FCA Rules shall prevail.

23.5 As our customer, you may be eligible for compensation out of the Financial Services Compensation Scheme ("FSCS") in the event that we are in default, for example if we stop trading or do not have enough assets to pay claims made against us. The FSCS covers financial loss suffered as a result of business conducted by firms authorised by the FCA. There are certain limits as to the level of compensation that may be received from the FSCS. In respect of investments, the maximum level of compensation that one person can receive in respect of one firm in default is £120,000. More information about the FSCS, the type of cover and eligibility criteria can be obtained on the FSCS website: www.fscs.org.uk.

24. Miscellaneous

24.1 Any notices or communications, other than Instructions, given to us or you under or in connection with these Terms shall be in writing and shall be (i) delivered by hand or pre-paid first-class post or other next working day delivery service at our contact address specified in clause 2.3 (if delivered to us) and at your contact address provided by you or your Investment Firm to us (if delivered to you); or (ii) sent by email to info@woodsidesecretaries.co.uk (if sent to us) or to your contact email address communicated to us by you or your Investment Firm (if sent to you).

24.2 Any notice or communication, shall be deemed to have been received (i) if delivered by hand, on signature of a delivery receipt; (ii) if sent by pre-paid first-class post or other next Business Day delivery service, on the second Business Day after posting or at the time recorded by the delivery service; or (iii) if sent by email, at 9.00 am on the next Business Day after transmission. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

24.3 We have the right to transfer our rights and obligations under these Terms to another organisation, including for example as a result of transfer of our business to another organisation, provided that such organisation will hold appropriate regulatory authorisations. We will always tell you in writing if this happens within at least 7 calendar days from the transfer and we will ensure that the transfer will not affect your rights under these Terms and that your Cash will be held as "client money" by such organisation. If you are unhappy with the transfer you may contact us to end the contract within 10 Business Days of us telling you about it.

24.4 You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing.

24.5 No other person shall have any rights to enforce any of these Terms.

24.6 If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.

24.7 If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this agreement, that will not mean that you do not have to do those things or prevent us taking steps against you at a later date.

24.8 Nothing in these Terms or in the law applicable to our agreement or to acts or omissions under it shall be construed to create any fiduciary, joint venture or partnership relationship between you and us.

25. Definitions

In these Terms, the following words have the meanings:

"Affiliate" means an affiliated company as defined in the FCA Rules, and "Affiliated" shall be construed accordingly.

"Application Form" means an application form signed by an investor in respect of his/her subscription for an Investment.

"Business Day" means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

"Cash" means money or cash funds of any sort and in any currency.

"Custodian Services" means the safeguarding of Investments, including transactional and administrative services in relation to subscriptions in Investments, sale, transfer and/or cancellation of Investments.

"FCA" means the Financial Conduct Authority.

"FCA Rules" means the rules of the FCA.

"Instruction(s)" means any clear and unambiguous instruction, containing all information which we reasonably require in order to carry out such instruction in accordance with the provisions of these Terms, given by you or your Investment Firm (if applicable) to us in respect of Services and "Instruct" and "Instructed" shall be interpreted accordingly.

"Investee" means the issuer of Investments.

"Investment Firm" means Octopus Energy Collective Limited who has instructed us on your behalf to provide our Receiving Agent Services and/or Custodian Services in respect of your Investments.

"Investments" means securities, including stocks, shares, bonds, debentures, notes or other obligations for the payment of money, any other non-Cash asset, and all documents or evidencing of title in respect thereof.

"Nominee Company" means WCS Nominees Limited registered in England and Wales with company number 06002307, which is our Affiliate, and/or any other third party that we may use as a nominee for the purpose of the Nominee Services from time to time.

"Nominee Services" means the Services described in clause 8.

"Receiving Agent Services" means the provision of a service address for the receipt of Application Forms, the processing of Application Forms, the transmission of Cash in respect of subscriptions for Investments, and other related services.

"Services" means the Receiving Agent Services, the Nominee Services and/or Custodian Services provided by us pursuant to these Terms, as procured from us by you or by your Investment Firm or the Investee (as applicable) on your behalf.

"Transaction" means a transaction entered into by you or on your behalf in respect of Investments.