Investor Terms and Conditions

1. About

Overton’s International is registered and incorporated in Belize with registration number 141790.

  1. Overton’s International has a UK registered subsidiary operating out of London, with the registered address as 70 Gracechurch Street, London EC3V 0HR. This subsidiary has an incorporation number 11518764.
  2. Overton’s International provides corporate finance solutions and management services to international companies, along with investment solutions for sophisticated and professional investors..
  3. Our service is available to qualifying corporations and private individuals that become clients through our website. As an institution we do not work with retail investors.
  4. You may access information about the investments we offer through our website. Use of the website, by clients and non-clients, is subject to our Website Terms of Use, Privacy Policy and Acceptable Use Policy, which you must accept as a condition of becoming a client.

2. Becoming a client

  1. In order to become a client of Overton’s International, you will need to apply to become approved by us. We reserve the right to reject applications on such grounds as we see fit, including, without limitation, your knowledge and understanding of investing, your financial status, your capacity to be bound by these Terms and Conditions or the jurisdiction in which you live or are a citizen.
  2. If you apply to become a client, we or a third party will carry out identity and fraud checks on you, using external agencies. If you do not provide any identification documents requested as part of this process, you will not be able to invest. We may also suspend your access to the website at any time if we believe it is appropriate in order to comply with our legal obligations. For more details about how we use your information, please refer to our Privacy Policy.
  3. Provided that we accept your application to become a client, you will then be able to view the investment offers available through the website.
  4. Only clients can invest, so your application to invest should be completed in the name of the same person that will invest.

3. Making investments through the platform

  1. If you wish to subscribe for an investment, you will need to specify the size of the investment you wish to make and place funds in the applicable account.
  2. Whether we choose to accept your application to invest will be at our discretion, even if you are a client and satisfy our eligibility criteria, for example, because the offer is over- subscribed or under-subscribed or because of legal or regulatory matters. The allocation policy for each investment is based on a first-come-first-served basis, by reference to the time your subscription payment is received.
  3. All investments will be governed by the terms of the investment instrument (if any) and offering document (including the application form); the Issuer’s Constitutional Documentation; and these Terms and Conditions. To the extent that there are any inconsistencies between these documents, the provisions of the investment instrument and offering document shall prevail over the Issuer’s articles of association, which shall prevail over these Terms and Conditions. We shall use all reasonable endeavours to ensure the information provided by us on the Website is accurate and gives rise to enforceable rights against the Issuer.
  4. We do not provide investment advice, legal advice or tax advice. In particular, we will not assess the suitability of an investment in light of your personal circumstances and you are responsible for making your own investment decisions. If you are in any doubt as to your own personal circumstances, you should seek such advice from an appropriately qualified professional.
  5. We will not facilitate an investment where we believe that it is illegal, although it is your responsibility to ensure that you have complied with any relevant legal or regulatory restrictions that would prohibit you from investing.

4. Your money and investments

  1. If we accept your application to make an investment, we will provide you with bank account details into which you should transfer your subscription amount. Payment must be made in accordance with the terms of the Application Form.The bank account into which you will pay your subscription is a client money account held and administered by the appropriate product provider, which makes the payment arrangements related to the issue and repayment of your investment.
  2. Once your subscription has been accepted, your money shall be paid to the Issuer or to a third party on the Issuer’s instructions within 14 days after receipt of your completed application. The corresponding securities shall be issued on the first working day of the month following receipt of your completed application. Securities will be registered in your name and a certificate will be emailed to you upon request.
  3. The funds raised through the investment issued by the Issuer will be deployed by it in accordance with the relevant offering document.
  4. Any of your subscription which is not allocated to investments will be returned to the account whose details you provide on the Application Form (your “Nominated Account”), which should be an account in your name with a UK bank or building society and the same account you have paid for the subscription from. For non UK clients we are able to accept overseas accounts within the EEA. For all applications outside of the EEA we will take each application on merit. We will pass the details of your Nominated Account to the Issuer. If you wish to request that the funds be returned to an account other than your Nominated Account, you must contact the Issuer by email to make the request and provide a reason why the payment cannot be made into your Nominated Account. The Issuer will not be obliged to pay money to an account other than your Nominated Account.

5. Fees and charges

  1. Overton’s International subscribes to clear and transparent charges. We will provide clients with a breakdown of charges before we execute any buy or sell or any corporate services.

6. Ending your relationship with us

  1. If you no longer want to be a client of Overton’s International, provided you have no investments with us, you can let us know by email and we will close your online account straight away. Termination will not affect the terms of any investment you have entered into.
  2. We may cease to provide you information about, or enable your participation in, new investments at any time and for any reason, including but not limited to breach of these Terms and Conditions, applicable law, misuse of our website or account inactivity for a number of reasons.

7. Complaints and Compensation

  1. We have established procedures in place for the effective consideration of complaints. Please contact us to request a copy of our complaint handling policy. If you are unhappy with the outcome of a complaint that we have handled, please contact compliance on Telephone +44 (0) 203 968 7745 or email compliance@overtonsinternational.com.
  2. For detailed information on compensation contact your account manager as each product varies and has differing levels of protection.

8. Liability

  1. You shall be liable to us for any loss or damage suffered by us as a result of any breach of these Terms and Conditions or the terms of any investment you make through our platform.
  2. We shall not be liable to you for any loss or damage which you may suffer as a result of being a client of Overton’s International, except where such loss or damage arises from our breach of these Terms and Conditions or was caused by our negligence, wilful default or fraud. We are not responsible for any breach of these Terms and Conditions arising from circumstances outside our reasonable control. Our total liability to you in connection with these Terms and Conditions, your Overton’s International online account and your use of the services provided via the platform shall not exceed the amount of money you have invested giving rise to the liability.
  3. Nothing in these Terms and Conditions shall limit our liability for personal injury or death, fraud, nor for any other liability; the exclusion or limitation of which is not permitted by applicable law or regulation.

9. Changes to our Terms and Conditions

  1. We may need to update or amend these Terms and Conditions from time to time to comply with our legal and regulatory requirements or to meet our changing business requirements. We may make such changes without your specific agreement where those updates are, in our reasonable opinion, of an immaterial and routine nature and may not always be able to give you an advanced notice of such updates or amendments but we will always post them on our website.

 

  1. General
  1. These Terms and Conditions are governed by, and are to be construed in accordance with English law. In the event of any matter or dispute arising out of or in connection with these Terms and Conditions, you and we shall submit to the non-exclusive jurisdiction of the English courts.
  2. If any of these Terms and Conditions is found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the remainder shall, so far as possible, continue in full force and effect.
  3. No single or partial exercise, or failure or delay in exercising any right, power or remedy by us shall constitute a waiver by us of, or impair or preclude any further exercise of, this or any right, power or remedy arising under these Terms and Conditions or otherwise.
  4. We and any relevant Issuer may exercise any of our rights or discharge our obligations under these Terms and Conditions in the relevant person’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 any relevant Issuer, which shall be entitled to exercise rights under these Terms and Conditions, no other person shall have rights to enforce terms under the Contracts (Rights of Third Parties) Act 1999.