Terms and Conditions for Investment in Imperial Corporate Capital Holdings Ltd

 

1. Introduction

 

This Agreement (“Agreement”) governs the terms under which you (“the Applicant”) apply to invest in Debt offered by Imperial Corporate Capital Holdings Ltd (“the Company”). By completing the Application Form (“Application”), you agree to be bound by this Agreement and all other Investor Documentation as defined herein.

 

2. Definitions

 

All capitalised terms not explicitly defined in this Agreement shall possess the meanings assigned to them in the Information Memorandum (“IM”).

 

3. Acceptance of Application

 

The Company shall accept or reject your Application at its sole discretion, subject to satisfactory due diligence, know-your-client (“KYC”) checks, and any additional procedures mandated by the Company.

 

4. Payments

 

All payments for the Debt must be made in cleared funds to the designated Receiving Agent.

 

5. Segregation of Funds

 

Funds received for the purchase of Debt will be kept in a segregated client account until the Company is ready to issue the Debt.

 

6. Investment Term

 

Your investment is subject to the specific term as outlined in the IM, upon expiry of which the invested capital shall be returned to you, subject to the terms herein.

 

7. Rate of Return

 

The rate of return on your investment shall be as specified in the IM or as otherwise agreed between the parties.

 

8. Investment Risks

 

The Applicant acknowledges that investment in Debt involves various risks, including the potential loss of capital, as further outlined in the IM.

 

9. Binding Documentation

 

By submitting the Application, you agree to be legally bound by the Investor Documentation, which includes but is not limited to the IM, the Trust Deed, and the Debenture.

 

10. Right of Withdrawal

 

Applicants have a 14-day cooling-off period from the date of completing the Application Form during which the Application cannot be revoked.

 

11. Payment Delays

 

The Company reserves the right to delay the distribution of any payments for a period not exceeding 90 days if deemed necessary. Additionally, payments may be delayed if such action is considered to be materially detrimental to the Company’s financial health.

 

12. Fees and Charges

 

The Company may levy fees and charges associated with the management and administration of the Debt, as outlined in the IM.

 

13. Notices

 

All notices must be in writing and sent to the respective addresses mentioned in the Application or as otherwise notified.

 

14. Amendments

 

The Company reserves the right to amend the terms of this Agreement with prior written notice to the Applicant.

15. Confidentiality

Both parties agree to maintain confidentiality regarding all non-public information obtained during the investment process.

 

16. Data Protection

 

The Company will handle all personal data in compliance with applicable Data Protection laws.

 

17. Anti-Money Laundering

 

Both parties shall comply with all anti-money laundering (“AML”) laws and regulations, including, but not limited to, the Money Laundering Regulations 2017.

 

18. Third-Party Rights

 

Pursuant to the Contracts (Rights of Third Parties) Act 1999, certain third parties may be entitled to enforce terms of this Agreement.

 

19. Force Majeure

 

Neither party shall be liable for delays or failures in performance resulting from acts beyond their control, as per standard force majeure clauses.

 

20. Governing Law

 

This Agreement is governed by the laws of England and Wales, and parties submit to the exclusive jurisdiction of the courts therein.

 

21. Dispute Resolution

 

Any dispute arising from this Agreement will first be attempted to be resolved through amicable negotiation, failing which it shall be referred to arbitration in accordance with the Arbitration Act 1996.

 

22. Severability

 

Should any provision of this Agreement be found unenforceable, it will be severed from this Agreement and the remaining provisions will continue in effect.