TERMS OF BUSINESS

  1. 1. Introduction

These terms and conditions (“Terms“) set out the terms of the relationship between (i) Query Ltd (“Query“, “we“, “us“), and (ii) institutional investors and family offices and other entities that qualify as professional investors (“Investor“, “you“) who wish to participate in the fund placement and direct transaction services offered by Query as set out below (“Services“). These Terms shall become effective and binding on you and us as soon as you request and we accept in writing the provision of the Services.

1.1. Interpretation:

  1. A reference to legislation or a legislative provision:
    i) is a reference to it as amended, extended or re-enacted from time to time; and
    ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
  2. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  3. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
  4. A reference to writing or written includes fax and email.
2. About us

2.1. Query Ltd is a private limited company registered in England and Wales with company number 13341520, whose registered office is located at Flat 8-12 Swinton House 89 Gloucester Terrace, London, England, W2 3HB.

2.2. Query is an appointed representative of Alternative St James LLP which is authorised and regulated by the Financial Conduct Authority (“FCA“), with firm reference number 430914 (“ASJ“). Our firm reference number with the FCA is 986045, and our registration details can be accessed via the FCA website or by writing to: The Financial Conduct Authority, 25 The North Colonnade, Canary Wharf, London, E14 5HS.

3. How we act for you

3.1 Query engages in business relationships with various investment management companies and fund managers (jointly “Fund Managers“) as well as with fund placement agents (“FPAs“) both in the UK and abroad. Depending on the scope of the Fund Manager’s or the FPAs authorisation, Query provides the following as part of its Services:

  1. Offers regarding non-UK/EU/EEA licensed funds/Fund Managers.
    In relation to Fund Managers who or whose financial instruments do not have the necessary authorisation for distribution in the UK, EU or the EEA, Query provides contact between the Fund Managers and Investors and general information on the Fund Manager and its model investment terms and conditions.
  2. Quote relating to UK/EU/EEA licensed funds/Fund Managers.
    For Fund Managers whose financial instruments have the required license for sales in the UK, EU and / or EEA, Query will perform the verification activity with respect to Investors concerning specific equity investments, and in some circumstances concerning debt capital (investment brokering).
  3. Quotation when FPAs are involved.
    As part of Query’s cooperation with FPAs, Query provides contact between the Investor and the FPA and, where applicable, provides general information concerning the Fund Manager and its model investment terms and conditions.
4. Introduction process

4.1. Upon confirmation of our engagement, the Fund Managers and / or FPAs we contact, will provide Query with relevant product-related and individual financial instrument information as well as company presentation or due diligence materials such as a pitch deck or financial projections, where available (“Investment Information“). Where appropriate, we may also engage with FPAs to collaborate on fundraising projects, and we shall advise the Investor where such arrangements are in place.

4.2. Upon request, Query will arrange and present the Investment Information to the Investor and establish contact between the Investor and the appropriate Fund Manager or FPA, who can explain the function and mode of operation relevant to such investments. The Fund Manager or FPA can also clarify the opportunities and risks relevant to the Investment Information.

4.3. Under no circumstances will Query provide investment advisory services, nor will it verify or be responsible or liable for the truth or accuracy of, any of the information that the Fund Managers and / or FPAs provide in connection with the Services, including but not limited to any external content. QUERY WILL NOT GIVE RECOMMENDATIONS TO THE INVESTOR BASED ON THEIR PERSONAL CIRCUMSTANCES. CONSEQUENTLY, THE INVESTORS ARE RESPONSIBLE FOR DETERMINING FOR THEMSELVES WHETHER ANY INVESTMENT DECISION MADE PURSUANT TO THE INVESTMENT INFORMATION PROVIDED, IS IN LINE WITH THEIR FINANCIAL CIRCUMSTANCES, THEIR RISK TOLERANCE, THEIR INVESTMENT GOALS, AND THEIR INVESTMENT HORIZON.

4.4. You understand that Query, as part of its Services to distribute applicable Investment Information at its sole discretion, may make such information available to any number of potential investors at the same time as disclosing the information to you. As applicable, Investment Information may be made available on an investor by investor basis, and you must not disclose to any person or otherwise allow any other person to access the applicable Investment Information provided to you.

4.5. If you confirm to Query that you are interested in investing in a financial instrument on the basis of the Investment Information provided, Query will, where required, introduce you to the applicable Fund Manager or FPA. Query will not take instructions regarding the acquisition or disposal of any financial instruments relevant to the Investment Information provided. Investors must place orders directly with the applicable Fund Manager or FPA.

5. Financial Promotions exemption

5.1. The Investment Information described at clause 4 above is provided to you as a part of the Services and will not be approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 (“FSMA“).

5.2. In accepting these Terms and entering into any orders with the applicable Fund Manager or FPA, you, as the Investor, undertake that you are resident in the United Kingdom, and that you fall into one or more of the following categories of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “FPO“):

  1. a ‘certified high net worth individual’ within the meaning of article 48(2) of the FPO, and accordingly you have signed a certificate in the form set out in Part I of Schedule 5 of the FPO within a period of 12 months prior to the date of these Terms; or
  2. a ‘self-certified sophisticated investor’ in article 50(A)(1) of the FPO, and accordingly you have signed a certificate in the form set out in Part II of Schedule 5 of the FPO within a period of 12 months prior to the date of these Terms, or
  3. an ‘investment professional’ in article 19 of the FPO or other person to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated;
  4. you have received sufficient information from the Fund Manager or FPA with respect to all matters you consider material to your investment decision, you have had the opportunity to ask questions of the Fund Manager or FPA in relation to your investment decision and all such questions have been answered to your satisfaction; and
  5. you have sufficient knowledge and expertise in business, tax and financial matters to be able to evaluate the risk and merits of an investment as presented to you by the Fund Manager or FPA, or you have sought such advice as you consider necessary from a professional adviser with such knowledge and expertise.
6. Limitation of Services and liability

6.1. Query will perform its services with the diligence of a prudent businessperson. However, Query will not warrant a specific investment performance, or the correctness and completeness of the Investment Information provided by third parties (for example, Fund Managers) via it to the Investor.

6.2. Query is under no obligation to monitor a securities account, portfolio, or individual investments. Query does not provide any asset management or monitoring services.

6.3. Query has no right to obtain ownership or possession over the Investor’s assets. Query does not provide legal or tax advice.

6.4. You acknowledge that, other than introducing you to Fund Managers and / or FPAs, we have no involvement whatsoever in the arrangements between you and any such third party. You hereby release and discharge us from all claims, damages, and causes of action of any kind that may arise as a result of your arrangements with any Fund Managers and / or FPAs. Without prejudice to the foregoing, you undertake to immediately inform us of any complaint, dispute or claim that may arise out of your arrangements with any Fund Managers and / or FPAs.

7. Investor responsibilities

In respect of the Investor information provided to Query, the Investor is obliged to inform Query in the event of any change in the Investor’s circumstances that are relevant to the business relationship between us (such as address, contact information, authorisation to represent the Investor, classification as a professional customer), and the Investor shall notify Query of such change in writing as soon as practicable

8. Fundraising Fees

In consideration of its provision of the Services, Query will charge the Fund Manager and / or FPA, as applicable, a fundraising fee as agreed with those parties. The Investor will not be a charged a fundraising fee by Query.

9. Communications

9.1. Query will enter into communication with you through whatever means are convenient for you and for us, including telephone, email and other acceptable electronic communication methods. We may contact you (unless you state otherwise) from time to time to make you aware of additional products and services that we feel may be of interest to you.

9.2. If Query requests confirmation of receipt or reading from the Investor when supplying information by e-mail, the Investor agrees to comply with this request.

10. Privacy Policy

10.1. We use your personal data as set out in our Privacy Notice.

10.2. How we use any personal data you give us is set out in our Privacy Notice: https://query-capital.com/privacy-notice/.

11. Termination

11.1. We may terminate your use of the Services at any time, for any reason or no reason, by providing written notice, and any such termination shall be effective immediately. You may terminate your use of the Services at any time and notice of this termination must be given in writing and will take effect from the date of receipt.

11.2. Termination is without prejudice to any transactions already initiated which will be completed according to these Terms and terms agreed with the relevant Fund Manager and  / or FPA, unless otherwise agreed in writing.

11.3. If we or you terminate these Terms, you may be liable to pay any outstanding fees for any transactions agreed with a Fund Manager and / or FPA made prior to termination, as applicable, and we will be entitled to collect any fees owed to Query by the Fund Manager and / or FPA in respect of any investments you have already completed.

12. Checking your identity

We are required by the anti-money laundering regulations to verify the identity of our Investors, to obtain information as to the purpose and nature of the business which we conduct on their behalf, and to ensure that the information we hold is up-to-date. For this purpose we may use electronic identity verification systems similar to those used for credit checks and we may conduct these checks from time to time throughout our relationship with you.

13. Complaints

13.1. If you wish to register a complaint, please write to the Compliance Officer, Christopher Vogtherr at Query Limited, at Flat 8-12 Swinton House, 89 Gloucester Terrace, London, England, W2 3HB, or by email at: chris@query-capital.com.

13.2. Where you have a compliant or dispute with us and we are unable to resolve this to your satisfaction then we are obliged to offer you the Financial Ombudsman Service to help resolve this. Please see the following link for further details: http://financial-ombudsman.org.uk/.

14. Financial Services Compensation Scheme (“FSCS”)

Query is covered by the FSCS and you may be entitled to compensation from the scheme if ASJ has gone out of business owing you money. Alternatively, the FSCS can sometimes consider claims against failed appointed representatives, such as Query, if they did something their principal didn’t allow them to do. If the appointed representative has failed but its principal firm hasn’t, you must make a complaint to the principal firm first.

15. General Terms and Conditions

15.1 Entire Agreement.
These Terms contain the entire agreement between you and us, and supersede and replace all previous agreements and understanding between you and us with respect to the matters set out herein. You and we acknowledge that, in agreeing to these Terms, neither party is relying on, and shall have no remedies in respect of, any representation, warranty, pre-contractual statement nor other provision except as expressly provided in these Terms. Without limiting the generality of the foregoing, you shall not have any remedy for innocent or negligent misrepresentation based on any statement made by us in these Terms, and your only remedy is for breach of contract. However, nothing in these Terms shall exclude liability for any fraudulent statement or act.

15.2. No Waiver.
Failure to or any delay in exercising, any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy.

15.3. No Assignment.
Except as otherwise provided in these Terms, no party may assign, sub-contract or deal in any way with, any of its rights obligations under these Terms or any document referred to in it.

15.4. Variation.
From time to time we may update these Terms if there is a valid reason, for example, to reflect changes in the law or changes to our Services. If we update these Terms, we will post a new version on the Query website, and as soon as you use the Services after they are posted, you will be deemed to have agreed to the updated version, but you will still be bound by the terms of any previous versions to which you have agreed or been deemed to agree. If there is a conflict between two versions of the Terms to which you have agreed or been deemed to agree, the more recent version shall take precedence unless it is expressly stated otherwise.

15.5. Governing Law & Jurisdiction.
These Terms shall be governed by the laws of England and Wales, and in the event of dispute related to these Terms, you and we submit to the exclusive courts of England and Wales.