Client agreement – Execution Only Service

If you have a question or concern about any aspect of our services, please contact us at:

• Telephone: 0161 711 0759
• Email: contact@boardwalkac.com
• Website: www.boardwalkac.com
• In writing:
  The Alternatives Proposition Officer,
  2nd Floor, The Boardwalk,
  21 Little Peter Street,
  Manchester,
  M15 4PS.

This agreement sets out our respective obligations and explains about our Investor Portal powered by GrowthInvest. It explains what we do and how we charge.

Section 10 (useful information about our services) includes details of the protections available to you under UK financial services regulation. The services we have agreed to provide are shown in section 3 (our service) & section 4 (our investor portal & GrowthInvest). The cost for those services are shown in section 7 (our charges).

1. What we do - our Execution Only service

Boardwalk Alternative Capital Limited (‘Boardwalk’) acts in a capacity of intermediary and arranger, providing the following service:

1. We will introduce you to, promote and provide pitch information on the following ‘Investments’ - Private Equity funds and partnerships, Venture Capital funds and partnerships, private equity shares (including start up and early stage businesses), private company debt & bonds, Venture Capital Trusts (VCTs), Enterprise Investment Schemes (EIS), Seed Enterprise Investment Schemes (SEIS), Inheritance Tax Products (IHT), discretionary management services, Business Relief products or other products made available on the platform;


2. Access to pitch information on investments for experienced investors to assess and make your own informed decisions about whether to invest in such opportunities. ‘Pitch’ information includes private placement documents, fund prospectus documents, key information documents, information memorandum and other material produced by third parties to promote their investment opportunities;


3. Information will only be made available to investors who register for our Investor Portal found at https://boardwalkac.growthinvest.com/Login/. By registering for our Investor Portal, you consent to these terms and consent to have information provided in this way. The Investor Portal is powered by GrowthInvest. By registering for our Investor Portal, you also register to use the GrowthInvest platform. GrowthInvest’s terms and conditions can be found at www.growthinvest.com/investor-terms-conditions


4. We will assist you with applying for and arranging (on your behalf) investments. Should you decide to proceed with an investment we will facilitate the processing of the application for you.


5. We provide an Execution Only service where we do not provide any advice or exercise any judgement as to the merits or suitability of the transaction for you. Any decision to invest is your own.

The Investments and the service we provide may not be suitable for all investors and the promotion of such investments is restricted to specific types of investor. You will be required to declare the basis on which you are able to receive such promotions during the account opening process and annually thereafter.

Appropriate advice, such as financial, legal and tax, should be sought in respect of any proposed course of action before making an investment decision. If you require financial advice before making an investment decision, this may be provided by Artorius Wealth Management Limited (www.artorius.com), our associated company, subject to their agreement with you.

2. Our obligations

Our Execution Only service

Under this agreement we will not provide any advice or exercise any judgement as to the merits or suitability of the transaction for you the client. We’ll instead arrange the Investment transactions on your behalf on an execution only basis.

Some products promoted to you may be ‘complex’. Complex products include those promoted by Boardwalk, such as unregulated collective investment schemes and non-readily realisable securities which are infrequently traded or in which there is no market. We’ll inform you in each promotion for an investment if it is considered to be complex.

Where your instructions relate to a complex product, it may be necessary for us to obtain further information from you to determine whether the transaction is appropriate. For clients of Artorius Wealth Management Limited (‘Artorius’), our associated company, you CONSENT to Boardwalk obtaining relevant information from Artorius and you AGREE that Artorius can provide such information in order to assess the appropriateness of the investment. If, having obtained this information, we conclude that the transaction would not be appropriate, we shall warn you of this fact and we’ll then need to agree between us whether or not to proceed.

• The services we have agreed to provide are shown in section 3 (our services) and section 4 (our investor portal and Growth Invest. Our charges are shown in section 7 (our charges).

FINANCIAL CRIME

• We are obliged to put in place controls to prevent our business from being used for money laundering and other forms of financial crime.
• We’ll verify your identity before undertaking any business with you. To do this we may use electronic identity verification systems and we may conduct these checks from time to time throughout our relationship, not just at the beginning. The check may leave a ‘footprint’ on your credit file, but it will not affect your credit rating.

BEST EXECUTION

• Where we send investment applications on your behalf to third parties (e.g. to put an investment into force), we’ll take all sufficient steps to ensure that we obtain the best possible result for you. This is referred to as best execution.
• We have a best execution policy. If you want to see a copy of it, please ask us.

CONFLICT OF INTERESTS

• Although we’ll always try to act in your best interests there may be situations where we or one of our other clients has some form of interest in the business being transacted for you. Where we are aware of a conflict, we will fully disclose this conflict when promoting the investment to you. If during the process of you making your investment, we subsequently become aware that our interests or those of one of our other clients conflict with your own interests, we’ll write to you and ask for your consent to proceed before we carry out any business for you. We’ll also let you know the steps we’ll take to make sure you are treated fairly.
• A director of Boardwalk Alternative Capital Ltd has a shareholding of less than 1% in EIS Platforms Ltd which trades as ‘GrowthInvest’ providing digital administration services.
• We have a conflicts of interest policy. If you want to see a copy of it, please ask us.

PROTECTING PERSONAL INFORMATION

• To provide our services properly we’ll need to collect information on your personal and financial circumstances. We take your privacy seriously and will only use personal information to deliver our services. For further details on how we process personal data, please refer to our privacy policy, found at https://www.boardwalkac.com/privacy-policy.php

COMMUNICATING WITH YOU

• Our normal ways of communicating with you are by email, telephone, post, SMS text message, via our Client Portal or in person.
• Our communications will be in English.
• We may ask you to confirm your instructions to us in writing as this helps to avoid any future misunderstandings. ‘In writing’ includes email.

RECORDING TELEPHONE CALLS

• To ensure we carry out your instructions accurately, to help us to continually improve our service and in the interests of security, we’ll record and may monitor your telephone communications or conversations with us.
 

3. Our Service

• We provide an execution only service. This means we do not provide advice on any investment opportunity promoted. You acknowledge by accepting these terms that Boardwalk approves each Pitch as a financial promotion but does not provide advice or any form of recommendation regarding the suitability or quality of the Investment.
• We will make available to you Pitch information on Investments for experienced investors to assess and make your own informed decision about whether to invest in such opportunities.
• Pitch information we promote is published solely for information purposes and does not constitute an offer, investment, legal, tax or other advice nor is it to be relied upon in making an investment decision. Information provided has been considered by us to be reliable, but we give no warranty that such information is accurate or complete. We will not be responsible for any loss or damage of any kind which arises, directly or indirectly, and is caused by the use of any part of the information provided.
• Please note that the valuations and documentation provided by the Investments have not been independently verified unless stated otherwise. Likewise, Boardwalk does not verify the valuations of the Investments promoted. You acknowledge that we make no representation, warranty or undertaking relating the information provided by the Investment.
• With the Investments we promote, an investor may not get back the amount invested. An investor may not receive any income distributions such as dividends. Many of the investment opportunities are illiquid and involve long term investment horizons.
• You must make your own assessment of the viability, accuracy and prospects of the Investments, their Pitches, and any relevant investment propositions and should consult your professional advisers should you require any assistance in making such an assessment. In particular, your attention is drawn to the disclaimers, risk warnings and regulatory notice on each Pitch.

TAX STATUS OF INVESTMENTS

• You acknowledge that we make no representation, warranty or undertaking relating to any claims made by Investments, including, without limitation, that the Investment will qualify for or be subject to any tax benefits such as EIS and SEIS or that these tax benefit are pending approval of HMRC. You acknowledge and agree that tax benefits may change or be disqualified and shall not hold us liable for any loss arising as a result of a tax benefit (including, without limitation EIS or SEIS) not applying to an Investment, including without limitation in circumstances where tax has been ‘clawed back’ from an Investor by HMRC.
  You acknowledge that tax treatment depends on the individual circumstances of each Investor and may be subject to change in future.

INVESTMENTS MADE BY EMPLOYEES OF BOARDWALK OR THE ARTORIUS GROUP

• You acknowledge that Boardwalk’s affiliates, and/or the proprietors, officers or employees of Boardwalk and/or such affiliates may consider expressing interest or subscribing for an Investment. If you become aware of this, you agree not to rely upon the same in making a decision whether to invest in an Investment, and confirm that any decision by you to invest is not based upon any representation, information, action, omission or otherwise of Boardwalk, its subsidiaries or affiliates or the proprietors or employees of Boardwalk or its affiliates.

4. Our Investor Portal and GrowthInvest

We have partnered with GrowthInvest to deliver our Investor Portal. GrowthInvest is a tradename of EIS Platforms Limited (FRN: 694945), an appointed representative of Sapphire Capital Partners LLP (FRN:565716) which is authorised and regulated by the Financial Conduct Authority in the UK.

The Client Portal, powered by GrowthInvest provides the following services:

• (i) a portal via which we can promote investment opportunities we have sourced to you;
• (ii) a document library for all documentation relevant to the investments you make via Boardwalk. Such documents can include subscription documents, partnership agreements, notifications for tax returns, distribution and dividend payment notifications.
  
  In addition, GrowthInvest will generally arrange the custody of your assets making valuation and reporting of your investments simpler and ease administration. In registering for the Investor Portal, you must also agree to GrowthInvest’s terms and conditions and you will become a client of GrowthInvest. The portal will provide the following:
• (iii) the ability to consolidate the alternative assets you hold onto the GrowthInvest platform through GrowthInvest’s custodians for the purposes of administration and management;
• (iv) a portal where, subject to the investment type (e.g. EIS, VCT, SEIS and IHT products), you can acquire and dispose of such investments (in accordance with the terms and conditions set out by GrowthInvest);
• (v) provide a service to you where realisations, distributions and dividends paid by investments can be paid to, received and accounted for in one nominee bank account.

In selecting GrowthInvest to provide the Investor Portal and its services direct to you, we have exercised due skill, care and diligence in their selection. Boardwalk is not responsible for liabilities, losses, costs or expenses suffered by you for the service provided by GrowthInvest and its appointed custodians.

5. Risks

• Investments promoted by Boardwalk are high or very high risk investments; you could lose all or some of your money. They should only be considered as a small part of a diversified portfolio.
• The promoted Investments are all considered long term investments, with minimum terms ranging between 3 and twelve years or more. You must be prepared to invest for the full period or longer. For those investments with shorter minimum terms, for example, VCTs with a 5-year holding term and EIS with 3 years, these terms often relate to the period required to ensure tax reliefs are received. The investments should be considered as longer-term investments than the period required for tax reliefs.
• The Investments are illiquid. This means that even where they can be sold, the price obtained on sale may not reflect the underlying value of the Investment. For those Investments that are listed either on the main market or AIM, the prices quoted are highly volatile and the difference between the buying and selling price could be significant; often a buyer will need to be identified before a sale can be made. For Private companies, there would likely need to be a liquidity event, such as an IPO or trade sale before any proceeds could be received. The value of investments may depend on fluctuations in the financial markets, or other economic factors, which are outside our control.
• Past performance is not a guide to future returns.
• Specific warnings relevant to the Investments are provided in the Pitch information provided to you; you must ensure you understand the risks of any Investment before investing.

6. Your Obligations

This section sets out your obligations in agreeing to receive our services.

PROVIDING INFORMATION

• Execution only transactions will only be carried out on receipt of instructions from you via the Investor Portal.
• If at any point you are unsure about the suitability of the transaction you are strongly recommended to seek advice.

PAYMENT FOR SERVICES

• Boardwalk will not charge for access to the Boardwalk Investor Portal, or for making Pitch Information available to you. Boardwalk will only be remunerated when you choose to invest via the Investor Portal.
• By agreeing to these terms, you are agreeing to pay the charges for our services as set out in section 7 (our charges). The payment method is also confirmed in section 7. We’ll tell you if any payments are subject to VAT.
• When promoting an Investment too you, we will fully disclose to you the basis of remuneration we have agreed with that Investment.
• There is a charge for using the GrowthInvest platform. Details of GrowthInvest’s charges will have already been made available to you. Please contact us if you require a further copy of their fee information.

LEGAL AND ACCOUNTING ADVICE

• We are not qualified to provide legal or accounting advice or to prepare any legal or accounting documents. This means that the onus is on you to refer any point of law or accountancy that may arise to a solicitor or accountant.

7. Our Charges

Charges for our Execution Only services are as follows:

Boardwalk will not charge for access to the Boardwalk Investor Portal, or for making Pitch Information available to you.

In most cases, for promoting investments to you, we will be paid (a commission) by the party seeking to raise investment. Typically, this will be a one-off charge, paid as a percentage of the assets you invest, and ranges from 1% to 6%. For example, for a £100,000 investment, we may receive a payment ranging from £1,000 to £6,000. A £500,000 investment into a company, we may receive a payment from the company ranging from £5,000 up to £30,000.

Although you may pay nothing to us upfront, that does not mean our service is free. You still pay us indirectly through these commissions. Commissions may or may not reduce the amount left for investment and this would be fully explained at the outset. For example, your proportional ownership or share allocation into a private company would be unaffected however the value of that investment would be proportionally reduced by the reduction in the cash amount paid for commissions.

On occasions the Investment may request, and we may agree to being paid to an equivalent amount due by way of allocating shares in the Investment rather than receive cash. In such scenarios, we will full assess any conflicts of interest and disclose such payment to you.

Prior to you investing in a promoted Investment, we will fully disclose to you the basis of remuneration we have agreed with that Investment.

Any payment we receive from an investment will result in no further fee being due from you and you will not be due to pay any VAT.

• Where an Investment is not able remunerate Boardwalk for promoting it, we will charge you a fee for the execution service. This execution fee will be up to 3% of the assets you invest in the promoted company or fund. The execution fee may be subject to VAT. Where VAT is payable, for a £500,000 investment, we would charge £15,000 plus VAT of £3,000 making a total of £18,000
  
  Where an execution fee will be due on an Investment, this will be fully disclosed to you, along with the VAT treatment, prior to your investment.
  
  The execution fee would be collected from your cash balance held on the Investor Portal with your custodian.
• We do not have a minimum fee.

OTHER CHARGES

Depending on the services we provide, there may be costs and charges (including taxes), not charged by us, but related to the Investments we arrange for you. These charges may be one-off charges (payable up front) or charges payable on an ongoing basis. For example:

• Investment costs: Investments in products such as VCTs and EISs may be subject to initial, ongoing and performance related fees charge by the investment manager. Venture Capital and Private Equity funds and partnerships are likely to be subject to partner fees including annual fees and performance or carry fees.
• Service costs: GrowthInvest will charge you fees for their service.
• We’ll always disclose any third-party costs when promoting any Investment to you.

8. Cancellation & Amendments

Ending this agreement

• We may terminate this agreement by giving you at least 20 business days’ written notice.
• You may terminate this agreement at any time, without penalty. Notice of termination must be given in writing, which includes email, and will take effect from the date of receipt.
• Any transactions already initiated will be completed according to this agreement unless otherwise agreed in writing.
• You will be liable to pay for any services we have provided before cancellation and any outstanding fees, if applicable.

AMENDMENTS

• From time to time it may be necessary to amend the terms set out in this agreement where it’s not necessary to issue a new agreement. If this is the case, we’ll email you with details of the changes at least twenty-eight business days before they are due to take effect.

PRODUCT CANCELLATION RIGHTS

• Full details of any financial products we arrange for you will be provided in the relevant Pitch information you will receive. This will include information about any cancellation rights along with any other early termination rights and penalties
• Some Investments promoted by Boardwalk may not qualify for cancellation rights or have a cooling off period. Where cancellation rights do not exist, we will inform you in advance of investing.

9. Your Client Classification

• We will treat you as a Retail Client, unless you opt to be treated as an Elective Professional Client for a particular type of investment. Retail Clients benefit from the highest degree of protection under the Rules.
• In order to access our Services, you must have signed an appropriate self-certification confirming your status as either a self-certified sophisticated investor or high net worth individual (Client Declarations). Alternatively, clients who opt to be treated as an Elective Professional Client can also access our Services. To be classified as self-certificated sophisticated investor, high net worth individual or Elective Profession Client, you must make sure you meet the applicable criteria set out in the FCA’s Conduct of Business Sourcebook Chapter 4.7 (the Rules), details of which are provided in the account opening process. By signing such a statement, you acknowledge that you will not be afforded certain Retail Client protections under the FCA Handbook of rules and guidance.
• Our Service is provided in the UK and is aimed at UK residents. If you are outside of the UK, you are responsible for ensuring that your local regulations permit you to use the service and that you are eligible to invest in the Investments.

10. Useful Information About Our Services

WHO AUTHORISES US?

Boardwalk Alternative Capital Limited is authorised and regulated by the Financial Conduct Authority (FCA), 12 Endeavour Square, Stratford, London, E20 1JN. www.fca.org.uk. Our firm reference number is 914892.

Our permitted business is arranging deals in investments and making arrangements with a view to transactions in investments.

• You can check our details on the Financial Services Register by visiting the FCA’s website www.fca.org.uk/firms/systems-reporting/register or by contacting the FCA on 0800 111 6768.

CONTACTING US

• If you are unhappy with any aspect of our services, we encourage you to contact us as soon as possible. We’ll do our best to resolve your concerns. Our contact details are provided at the start of this document.
• We have a complaints procedure and we can provide further details on request. If you do have a complaint, and you are not happy with our response, the Financial Ombudsman Service (FOS) may be able to help. The FOS settles disputes between financial services business and their clients. Full details are available at www.financial-ombudsman.org.uk.
• Please note that if you have been classified as a professional client you may lose your right of access to the FOS.

ADDITIONAL PEACE OF MIND

• The Financial Services Compensation Scheme (FSCS) is the UK’s statutory compensation fund for customers of authorised financial services firms who are unable to pay claims against them, usually because they have gone out of business.
• You may be able to claim compensation from the FSCS if we can’t meet our obligations. The amount of compensation available will depend on the type of business and the circumstances of the claim. We can provide more specific information on request, but as a guide:
  
  • Investments – eligible claims related to most types of investment business are covered for 100% of a claim up to a maximum of £85,000 per person per firm.
    
  • Insurance – In the majority of cases, eligible claims related to the advising and arranging of protection products are covered for 90% of the claim, without any upper limit.
• Further information is available from the FSCS at www.fscs.org.uk.

Please note that if you have been classified as a professional client you may lose your right of FSCS protection.

The majority of Investments promoted by Boardwalk are not themselves covered by the FSCS.

CLIENT MONEY & ASSETS

• Boardwalk does not hold client money or assets. Any custody services would be provided by GrowthInvest’s custodians and be subject to their respective terms and conditions.

BENEFITS WE MAY RECEIVE

• As outlined in the section describing our Fees, we are typically remunerated by the Investments we promote you and therefore typically do not charge any additional fee to you. The remuneration we receive enables us to provide our service to you.
• Under the rules of our regulator, the FCA, we can’t accept other payments or benefits from other firms unless it’s designed to enhance the quality of service we provide and it doesn’t conflict with our duty to act in our clients’ best interests.
• From time to time we may attend training events funded and /or delivered by Investments. These events are designed to enhance our knowledge and ultimately therefore enhance the quality of service we provide to our clients. Please ask us if you want further details.