1. INTRODUCER AGREEMENT

These are the terms and conditions on which the Services provided by Optima Wealth UK (“Optima”, “us” or “we”), a trading name of Property Group Ltd  will provided to you. In accordance with FCA Rules we propose to treat you as a Retail Client. Unless otherwise agreed, the we will communicate with you in English. You may contact us, and we may contact you, by telephone, in writing and by email at the addresses in clause 17 of this Agreement.

1. DEFINITIONS

1.1 The following terms shall have the following meanings in this Agreement:

“Account” means an account with Optima through which you will have access to Investment Opportunities.

“Application Form” the application form which will be completed by you each time you make an investment introduced by Optima

“Conflicts Policy” our policy on managing conflicts of interest;

“FCA” the Financial Conduct Authority (or any successor regulator);

“FCA Rules” all relevant rules and regulations made by the FCA from time to time which affect our performance of this Agreement;

“Introducer” Optima are a contracted introducer for third party Investment Issuers. Optima are purely an introducer and do not act as an agent or representative of the Investment Issuer.

“Investment Sum” the amount of monies that is invested with the Investment Issuer.

“Investment Documentation” means the terms and conditions of each Investment Opportunity, which must be accepted by you before you can invest;

“Investment Issuer” is the company that develops, registers and offers one or more Investment Opportunities.

“Investment Opportunities” are the range of securities that Optima introduce.

“Investors” investors who invest in one or more Investment Opportunities.

“Services” the services provided by Optima in acting as an Introducer of the Investment Opportunities and facilitating an application to invest in an Investment Opportunity;

“Website” means the website www.optimawealthuk.com or such successor website as shall be operated by us.

1.2 Where this Agreement uses and defines a term that is also used in the Investment Documentation, the definition in this Agreement prevails.

1.3 Words and expressions defined in the FCA Rules which are not otherwise defined in the Agreement shall, unless the context otherwise requires, have the same meaning in this Agreement.

1.4 Any reference to a statute, statutory instrument, rules or regulations are taken to refer to such statute, statutory instrument, rules and regulations amended, re-enacted or replaced from time to time and to any codification, consolidation, re-enactment or substitution of them.

2. APPOINTMENT AND SERVICES

2.1 This Agreement comes into force on the date you register for an Account.

2.2 Optima act as an introducer to Investments Issuers and the Investment Opportunities and will facilitate applications made to invest.

3. OPENING AN ACCOUNT

3.1 In order to open an Account you must self-certify as either a Sophisticated Investor or a High Net Worth Investor (as defined in the FCA Rules). Once you have opened an Account, we will contact you to go through an appropriateness questionnaire to assess whether the Investment Opportunities are appropriate for you. Until an appropriateness questionnaire has been completed you will not have access to the Investment Documentation.

3.2 Once you have completed an appropriateness questionnaire, you may register an interest in an Investment Opportunity. Optima will then send you the Investment Documentation and Application Form.

3.3 If you decide to go ahead with an investment, we will facilitate your application.

3.4 We are entitled at our discretion to reject your application in part or in full.

4. INVESTMENT OPPORTUNITIES

4.1 There is no limit to the number of Investment Opportunities that you may invest in under this Agreement but your investment in any one opportunity may not exceed the maximum amount being raised by that Investment Issuer at the time you invest. The minimum amount that may be invested in any Investment Issuer, after deduction of any charges, is £10,000. If you pay the Investment Sum using an electronic money provider, payment will be subject to a separate contract between you and the electronic money provider.

4.2 We shall not, except as expressly provided in this Agreement or unless otherwise authorised, have any authority to act on your behalf or as your agent.

5. CLIENT CATEGORISATION

5.1 We have categorised you as a retail client for FCA Rules purposes and accepted your application to invest in Investment Opportunities on the basis of an assessment of this type of investment as being appropriate for you. That assessment has been conducted through you having provided us with information in an appropriateness questionnaire. We will rely on this information in assessing the appropriateness of the investment for you. You must let us know immediately if your circumstances change and this information is no longer correct.

6. CUSTODY OF DOCUMENTS AND CLIENT MONEY

6.1 Optima do not handle Client Money as defined by the FCA. The Investment Sum will always be paid directly to the Investment Issuer. Any funds received by Optima in error will be immediately returned to you.

6.2 Any certificates or other documents of title will be in your name and will be sent directly to you by the Investment Provider. In the event that Optima receive any certificates, completed Application Forms or other contracts or documents of title, we will forward these to you at the address you have provided to us via post.

7. REPORTS AND INFORMATION

7.1 You will receive regular statements produced by the Investment Issuer in respect of your investment that will be provided to you. Details of the content and frequency of the reports will be set out in the relevant Investment Documentation.

7.2 Reports on your investments are available from Optima when requested.

7.3 Any contractual agreements between the Investor, the Investment Issuer and/or Optima will be provided to you via email or by post if requested. 

8. FEES AND EXPENSES

8.1 Optima require no fee or sum payable for investing in Investment Opportunities introduced by us. 

8.2 Optima are paid a commission directly from the Investment Issuer. The amount of the commission will vary from Investment Issuer to Investment Issuer. Optima reserves the right to discount any initial rates of commission at its discretion.

8.3 You may be required to pay other fees or charges to the Investment Provider and/or other third parties. Details of all fees and charges and methods of payment will be set out in the relevant Investment Documents and Application Form.

9. YOUR OBLIGATIONS

9.1 By confirming your agreement to this Agreement you have made representations which we will rely upon. You must immediately inform us in writing of any material change in circumstance and any change in the information you provided to Optima.

10. DELEGATION AND ASSIGNMENT

10.1 We may engage agents, including associates, to perform any of our respective functions under this Agreement. We will act in good faith and with due diligence in the selection, use and monitoring of these agents. Any such engagement of agents shall not affect our respective acknowledgment of liability under this Agreement.

10.2 For the avoidance of doubt, we will not be liable for the acts or omissions of the Investment Issuer and/or any security trustee.

11. INTERESTS AND DISCLOSURE

11.1 We may provide services to any person, including to the Investment Issuers, and shall not in any circumstances be required to account to you for any profits earned in connection with such services. However, we will use reasonable endeavours to ensure fair treatment as between you and other customers in accordance with the FCA Rules and the Conflicts Policy.

11.2 We may promote transactions in which we or any associate of ours may have, directly or indirectly, a material interest or in relation to which we may have a relationship of any description with another party, which may involve a potential conflict with our duty to you. However, our employees are required to comply with the Conflicts Policy and disregard any such interest, relationship or arrangement when managing your Account.

11.3 A copy of the Conflicts Policy is available from us on request.

12. LIABILITY

12.1 We will at all times act in good faith and with reasonable care.

12.2 Optima are a contracted introducer for third party Investment Issuers. Optima are purely an introducer. We do not act as an agent or representative of the Investment Issuer.

12.3 We shall not be liable for any loss to you arising from any decision you make to invest or not to invest in any of the Investment Opportunities or for other action taken in accordance with this Agreement, except to the extent that such loss is directly due to our negligence, wilful default or fraud.

12.4 We shall not be liable for any defaults of any counterparty, agent, banker or other person or entity which holds money, investments or documents of title for you or for the Investment Issuers.

12.5 In the event of any failure, interruption or delay in the performance of our obligations resulting from acts, events or circumstances not reasonably within the relevant party’s control, we shall not be liable or have any responsibility of any kind for any loss or damage suffered by you. Such acts shall include: war, riot, fire, civil commotion or acts of terrorism; severe weather conditions; industrial action; acts of governmental or regulatory authorities and breakdown of computer or communications systems.

12.6 Investment Opportunities provided by the Investment Issuers will generally be non-readily realisable securities. Non-readily realisable securities carry a higher degree of risk than securities quoted on a stock exchange or regulated market. There is a restricted market for such securities and it can be difficult to obtain reliable valuations for them. By signing this Agreement you confirm:
(a) your understanding that there is no promise as to the performance of any of your investments; and
(b) that you have properly considered the risk warnings set out in the Investment Documentation or have taken professional advice as to their significance and importance as you judged appropriate.

13. TERMINATION AND EXIT

13.1 You may terminate this Agreement at any time on 14 days’ notice in writing, either by email or by post to the address in clause 17.

13.2 Optima may terminate this Agreement with immediate affect and suspend any applications not already completed if we become aware that you do not satisfy the criteria to be categorised as Sophisticated or High Net Worth, or if any information provided to us as part of the appropriateness questionnaire is false.

13.3 Investment Opportunities provided by the Investment Issuers are non-readily and/or non-transferrable securities; the Investment Opportunities are illiquid. Provisions regarding cancellation of an Investment, if available, and proposed exit of an investment will be set out in the Investment Documentation for each Investment Opportunity. 

14. CONSEQUENCES OF TERMINATION

14.1 On termination of this Agreement (except in relation to any termination pursuant to clause 13.2), we will use reasonable endeavours to expeditiously complete all transactions in progress at termination.

14.2 Termination of this Agreement will not affect any agreement you have with an Investment Issuer.

14.3 Termination will not affect accrued rights, existing commitments or any contractual provision intended to survive termination and will be without penalty or other additional payments, except that you will pay fees, expenses and costs properly incurred by us up to the date of termination and payable under the terms of this Agreement.

15. CONFIDENTIAL INFORMATION

15.1 We will at all times keep confidential all information acquired in the provision of the Services and operator of the Website except for information in the public domain; or which we may be entitled or required to disclose by law; or regulation or by the FCA, HMRC or other government agencies; or given by us to professional advisers where reasonably necessary for the performance of their professional services; or which you authorise usto disclose.

15.2 None of Optima shall be obliged to make use of any information which comes to the notice of an employee, officer or agent of theirs or of any respective associate but properly does not come to the actual notice of the personnel whom we or they respectively designate to actually provide services under this Agreement.

16. COMPLAINTS AND COMPENSATION

16.1 We have established procedures in accordance with the FCA Rules for consideration of complaints. Details of these procedures are available on request. Should you have a complaint, you should contact us as appropriate. If we cannot resolve the complaint to your satisfaction, you may be entitled to refer it to the Financial Ombudsman Service.

17. COMMUNICATIONS

17.1 Notices of instructions to us should be provided via email to [email protected] or via post to Oliver Johnson, Optima Property Group, 67 Station Road, Upminster, Essex, RM14 2SU.

17.2 We may rely and act on any instruction or communication which purports to have been given by persons authorised to give instructions by you when registering as user with Optima or subsequently notified by you from time to time and, unless we receive written notice to the contrary, whether or not the authority of such person shall have been terminated.

17.3 All communications which we make with you under this Agreement shall be in English.

17.4 You accept that we may communicate an unsolicited real time financial promotion (e.g. a telephone call promoting investments) to you.

18. PRIVACY POLICY (GENERAL DATA PROTECTION REGULATIONS)

18.1 We only collect the contact information you provide us with to keep in touch with you and we do this with your permission. We will do our best to protect your personal data but cannot guarantee the security of your data. We never share your information with other organisations for marketing, market research or commercial purposes and we do not pass on your personal information to any other website.

18.2 If you have provided us with your postal address and telephone number and you do not want us to contact us in this way, please let us know by email to [email protected]. 

18.3 You have the right to ask us not to process your personal data, to see the information we hold about you and to ask for any inaccuracies to be corrected. If you want to see the information we hold about you, please email us at [email protected]. When we are satisfied of your identity, we will send you a copy of the personal information relating to you that we are legally required to disclose. You can also email us at the same address if you think that the information we hold about you is inaccurate and you want it to be corrected.

18.4 If you believe we hold personal data about you which we no longer have a requirement to hold, then please let us know and we will delete it unless we are under a legal obligation to retain it for a longer period or we have proper and proportionate grounds (which we will explain to you) for continuing to retain it.

19. GENERAL

19.1 We may amend this Agreement by giving you not less than 10 business days’ written notice by email to the email address provided by you when you first registered with Optima. We may also amend this Agreement by giving you written notice with immediate effect if such amendment is necessary in order to comply with the FCA Rules or other legal requirements.

19.2 All data which you provide to us is held by us subject to the General Data Protection Regulations 2017. You agree that we may pass personal data:
(a) to other persons insofar as is necessary in order to provide services as set in this Agreement;
(b) to the FCA, HMRC and any other governmental or regulatory authority; and
(c) in accordance with all other applicable legal or regulatory requirements.

We will not share data obtained from you with other persons or in other circumstances without your prior consent.

19.3 We may assign this Agreement to any appropriately regulated associate, and will give you notice if we do so. You may not assign this Agreement as it is personal to you.

19.4 This Agreement, together with the Investment Documents and the Application Form, comprises the entire agreement between us, the Investment Issuer and you relating to the administration of your investment(s).

19.5 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

19.6 If any provision of this Agreement shall be held to be invalid, unlawful or unenforceable to any extent, such provision shall not affect the validity, legality or enforceability of the remainder of this Agreement.

19.7 This Agreement shall be governed by and construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the English Courts.

19.8 Optima are not an investment advisor, nor do we give any financial advice. That includes advice concerning investment decisions or tax or legal advice. All investors should seek independent professional advice before deciding to invest.

20. CONFIRMATIONS AND REPRESENTATIONS

20.1 By signing this Agreement, you confirm each of the following:
(a) you are investing with the Investment Issuer on your own behalf;
(b) you have correctly identified yourself as either a Sophisticated or High Net Worth;
(c) before you invest in any Investment Opportunities you will read the relevant Investment Documentation and take its provisions into consideration, in particular with regard to the risk factors; all investors should seek financial advice before investing;
(d) you acknowledge that you will be liable for all personal taxation in respect of your investments; however, you agree and understand that tax may be due to be deducted under any applicable law and practice; all investors should seek professional advice.