These Terms and Conditions cover the use of the www.energiseafrica.com website and are applicable to all services provided to you through this website by Lendahand Ethex Ltd trading as Energise Africa (further referred to in this document as “Energise Africa”). You will need to accept these Terms & Conditions before registering with www.energiseafrica.com and creating an investment account. Should you place an order to invest via the website, then these Terms & Conditions also contain the Terms & Conditions of the Bond(s) acquired by you, which Hands-On B.V. as administrator of the applicable Collective Depot, holds pursuant to Dutch regulation.
In these Terms and Conditions, various definitions are used. Below, you will find the meaning of these definitions:
a transferable instrument acknowledging indebtedness issued by an Issuer.
the segregated securities account maintained by Hands-On B.V. in respect of each series of Bonds.
a condition from these Terms and Conditions.
The Dutch company who is a joint owner of Energise Africa and provides custody services to Investors in respect of the Bonds.
a party, such as a solar company, that issues Bonds for offer on the Energise Africa Website.
Lendahand Ethex Ltd, trading under the name “Energise Africa”.
Energise Africa Website
the website managed by Energise Africa: www.energiseafrica.com and the Affiliated domain names, the platform on which investors can make their investment.
Payment Service Provider
a party that holds client monies in segregated accounts in connection with investments, including the taking into receipt of the Purchase Price for the Issuer and the receiving and payment of Interest and Redemption to the Investor by the Issuer.
the price to be paid by an Investor to the Issuer
an entire or, if specified, partial repayment on the principal amount of a Bond.
the date on which an Investor receives an entire or, if specified, partial repayment of a Bond.
Terms and Conditions
these General Terms and Conditions.
3. General stipulations
3.1 These Terms and Conditions can be provided in the English language and all communications between you and Energise Africa shall take place in the English language.
3.2 Unless the Terms and Conditions or the parties explicitly determine otherwise, the communication between users of the Energise Africa Website and Energise Africa shall take place in an electronic manner. However, Energise Africa reserves the right to contact a user via telephone or post if necessary.
3.3 At any time point between a Bond being issued to you and its final maturity date, you have the right to receive the Terms and Conditions free of charge on paper or in an electronic manner.
4. User registration and account creation
4.1 In order to use the Energise Africa Website, you must register on the Energise Africa Website and create an account. In order to register yourself, you must provide personal information including (i) you given name(s), (ii) your surname, (iii) your country of residence and (iv) your email address. Registration is subject to the following Terms and Conditions: (a) you are an individual or a legal representative of an organisation; (b) you have a bank account capable of receiving payments in Sterling (GBP); (c) you are over the age of 18 years and legally capable to act/are authorised to act on your own behalf or on behalf of the organisation; (d) you have never been refused access or blocked from using a similar website to Energise Africa Website due to criminal or illegal activity; and (e) you have never been convicted of an offence related to cybercrime, financial crime, or fraud. By completing registration and creating an account on the Lendahand Ethex Website you declare that the information provided by you in connection with the registration is correct and that you comply with the Terms and Conditions as mentioned in this Condition under (a) to (e). If you do not comply with the aforementioned Terms and Conditions then you cannot register an account on the Energise Africa Website. If you do create an account on the Energise Africa Website and are found to be in breach of these Terms and Conditions your account will be immediately terminated. Energise Africa may request additional information about you, and your continued use of the Energise Africa Website will be subject to your co-operation in providing this additional information.
4.2 If at any time during your registration with the Energise Africa Website you cease to comply with the Terms and Conditions set out in Condition 4.1, or should your personal data no longer be up-to-date, you must notify Energise Africa directly in writing either by letter to our registered office or via email communication to firstname.lastname@example.org. Energise Africa can decide, at its discretion, to terminate your registration at any time and for any reason, subject to any rights you may have in respect of existing investments. From the time at which Energise Africa terminates your registration you will not be permitted to make any further investments via the website.
4.3 You are obligated to keep all personal information on your account with us up-to-date.
4.4 Energise Africa reserves the right to change the Terms and Conditions that it sets for registration.
4.5 Your account is accessible with your personal email address in combination with a personal password chosen by you. Energise Africa permits only one account to be opened per individual or organisation.
4.6 You are responsible and liable for all acts that are executed via your account from the moment of signing in with your email address and password.
4.7 You can terminate your account at any time by notifying Energise Africa in writing. Energise Africa will only be able to terminate your account fully once all investments have been repaid in full.
4.8 The provisions of these Terms and Conditions that are capable of on-going application shall continue to apply to you and us after termination of the account by Energise Africa or by you.
4.9 There are no costs associated with registering with the Energise Africa Website and the ongoing maintenance of your account.
4.10 Receipt of money for your investments (and passing these monies on to any Issuer in which you have chosen to invest) and the receiving of interest and repayment of capital are handled by a third party Payment Service Provider. You agree with the General Terms and Conditions of the Payment Service Provider when you make an investment via the Energise Africa Website. The General Terms and Conditions of the Payment Service Provider can be found here. No interest is payable to you on money held with the Payment Service Provider.
5. Investing via Energise Africa
5.1 Investments take place via the Energise Africa Website by way of a purchase of one or more Bonds. Energise Africa will only list Bonds on the website that are issued by companies (the ‘Issuer’) that comply with its internal due diligence process. Bonds will only be made available for registered users of the website to invest in once the due diligence process on the Issuer has been completed. Investors should be aware that the credit risk of the Bonds listed on the website differ, which is determined by the credit profile of the Issuer. Investors can find further information on the credit profile of an Issuer in the applicable Investment Memorandum for each Bond.
5.2 A Bond offer will be open for investment for a maximum duration as set out in the applicable Investment Memorandum document and the ‘offer close date’ will be indicated on each investment profile. Should an offer to invest reach the total amount of investment required prior to the offer close date, then the Bond offer shall be closed to any further investment from that point. The Bond offer shall not raise more than the total amount of investment required as set out under that particular offer. An investor must pay the Purchase Price for the Bond upon placing the investment order. On the date on which the Payment Institution for the Issuer has received full payment from all Investors, interest will start to accrue on the Bond from the first day of the following month.
5.3 The tenor (or maturity) of a Bond can vary and will be set out in the applicable Investment Memorandum. After the expiry of this term, we shall procure the Issuer to redeem the relevant Bonds by paying to you (via the Payment Service Provider) (i) (a part of) the nominal value of the Bond and (ii) the interest to your account. In discharging our obligations under this Condition, we shall exercise the rights of the Bond holders under the Bonds on the Bondholders’ behalf.
5.4 You will have the option to: a) reinvest monies received under the Bond into other investment opportunities listed on the Energise Africa Website; or (b) withdraw monies to a nominated bank account linked to your investment account. In the case of option (b) the withdrawal of monies from your account to a nominated bank account shall be processed by the Payment Service Provider.
5.5 You can only execute investment orders via the Energise Africa Website if you have registered and opened an account.
5.6 You invest by subscription to a Bond. Subscription means that you purchase one or more Bonds and accept the terms and conditions attached to the Bond(s). Before you accept the Terms and Conditions of a Bond, you can view these on the Energise Africa. Once you have made a subscription to a Bond offer, a copy of the Bond Terms and Conditions will be sent to your registered email address.
5.7 Bonds will be issued to all investors who make a subscription under a Bond offer only upon acceptance of the investors by the Issuer. The Bonds will be delivered by the Issuer to a Collective Depot created in respect of such Bond series which is held by Hands-On BV. A separate Collective Depot will be constituted in respect of each Bond issuance and you agree that Hands-On B.V. is the custodian and administrator of the Collective Depot on your behalf. As a result a legal relationship shall be constituted between yourself (as beneficial owner of Bonds) and Hands-On B.V. (as your custodian). The interest you receive is dependent on the Terms and Conditions of the Bond in which you invest.
5.8 A Bond will be acquired after payment of the Purchase Price. Your subscription to a Bond offer is subject to a 14 day ‘cooling off period’ in which time you can cancel the subscription and monies will be returned to your account in full.
5.9 Energise Africa reserves the right (on behalf of itself or the Issuer), to refuse or not to execute, without statement of reasons, a subscription for Bonds.
5.10 In respect of an issuance, all Bonds are subject to the same terms and Bondholders rank equally in terms of preference. Unless otherwise stated, each Bond ranks equally with all present and future creditors of the respective Issuer, except for preferred creditors and excepting any local rules that apply to the Issuer concerned. Exceptions (where a Bond differs in seniority to other obligations of the Issuer) to this will be clearly set out in the appropriate Investment Memorandum.
5.11 The Bonds are transferable in compliance with the stipulations in this Condition. It may be possible to transfer Bonds within the Collective Depot administered by Hands-On BV. The Bonds can only be transferred to existing bondholders and therefore the possibility of transferring depends on the demand that exists for acquiring your Bonds from other existing Investors. Energise Africa will aim to facilitate the transfer of Bonds by contacting other investors on your behalf upon receipt of your written instruction to list your Bonds for sale. No fees will be applicable to the buyer or seller of Bonds for this service.
5.12 When a subscription to a Bond is made, the subscription will show in the Investor’s account on the Energise Africa Website. If an Investor wishes to exercise their right to cancel the subscription during the 14 day cooling off period (14 days from the date on which the investor applies to subscribe for Bonds) then the Investment will be removed from the investor account on the Energise Africa Website and if the Purchase Price has already been paid for the subscription the account will be recredited with the Purchase Price in full. In the event that a subscription to a Bond offer is made, but the Bond offer does not meet its minimum funding target by the offer close date, the investment will be removed from the investor account on the Energise Africa Website and the account will be recredited with the Purchase Price in full. In these scenarios, it is the investor’s responsibility to either reinvest this money on their account or withdraw it to their nominated bank account.
5.13 The investments executed by you on the Energise Africa Website are made solely on your behalf (or on behalf of an organisation for which you act as Legal Representative) and at your own risk. Your capital is at risk and you may not get back the full amount invested. Your investment does not grant you any form of control in the Issuer.
5.14 There is no guarantee that you will achieve any financial benefit from investments made via the Energise Africa Website. The Bond products made available via the Energise Africa Website should be considered high risk. The risks of these products is outlined in full in the Risks section of our website as well as in the individual Investment Memorandum document related to each Bond offer.
6. The role of Energise Africa and Hands-on BV in your investments
6.1 Energise Africa manages the Energise Africa Website and makes it possible for its registered users to invest in Bonds via the Energise Africa Website.
6.2 Hands-On BV is responsible for the administration and maintenance of the Collective Depot for investor’s Bonds.
6.3 Lendahand Ethex Ltd trading as Energise Africa (Firm Reference Number 776908) is an appointed representative of ShareIn Limited (Firm Reference Number 603332), which is authorised and regulated by the Financial Conduct Authority. Energise Africa is appointed for the following activities only: (i) for arranging deals in investments; (ii) for making arrangement with a view to transactions in investments; and (iii) for agreeing to carry on a regulated activity. Energise Africa gives no investment advice and does not publish investment recommendations.
6.4 You can contact the Financial Conduct Authority at www.fca.org.uk.
6.5 Hands-On BV holds a licence from The Netherlands Authority for the Financial Markets (AFM) for the following activities: (i) Reception and transmission of orders in relation to one or more financial instruments; (ii) Placing of financial instruments without a firm commitment basis; (iii) Safekeeping and administration of financial instruments for the account of clients, including custodianship and related services such as cash/collateral management.
6.6 You can contact the AFM at www.afm.nl/en
6.7 Energise Africa receives a fee from the Issuer for its services provided to the Issuer. The fee charged to an Issuer by Energise Africa shall not exceed 4% of total monies raised under a bond offer.
6.8 Hands-On BV does not receive a fee in relation to custodial services provided to Bondholders.
7. Costs, taxes and levies
7.1 All interest payments from your investments are made net of any applicable withholding tax at the rate applicable in the country in which the Investee company is based. It is your own responsibility to ensure that you pay the correct taxes on investment income. The amount of tax due will depend on your personal circumstances and Energise Africa is not responsible for ensuring you pay the correct amount of tax on any interest earned. Where withholding tax is deducted by an Investee not based in the UK and where that investment is held in a Energise Africa IF ISA account the Investee will ‘make-whole’ any interest payment so that you receive the advertised rate as if the withholding tax had not been deducted.
7.2 No platform charges will be incurred by investors relating to their use of the site.
7.3 Lendahand Ethex Ltd reserve the right to introduce fees in the future where they believe it is reasonable to do so.
7.4 Lendahand Ethex Ltd will give you at least 30 days' written notice of the introduction of any fees affecting your Energise Africa account.
8.1 The content of the pages of this website is for your general information and use only. It is subject to change without notice.
8.2 We have made all reasonable endeavours to ensure that the content of the website is accurate and up to date. Parts of the website content is provided by third parties. We try to ensure that our sources of information are reputable and we take due care in preparing the information. We are not responsible for any information on the website or any site linked to the website which is being marketed by a third party. Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
8.3 We will take all reasonable steps to ensure that the website is available for all services at all times but we do not promise that access to the website will always be available or that access will be uninterrupted, that there will be no delays or failures, errors or omissions or that it will meet your requirements. We will not be responsible for any losses or expenses you incur resulting from events which are beyond our control or for any other losses or expenses which may result from your inability to access the website.
8.4 Energise Africa assumes no responsibility for the content of the linked websites.
8.5 Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. Although we shall assess the appropriateness of Bonds for you in light of your investment understanding, it shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements in light of your personal and financial circumstances and that you have taken full account of the risk warnings provided on the site.
8.6 You should not rely solely on the information provided on this website when making an investment but should also consider any further information supplied to you by the business concerned.
8.7 Energise Africa has taken measures to ensure that you can pay safely via the Energise Africa Website. This concerns a service that will be executed by a third party Payment Service Provider. Energise Africa bears no responsibility for the performance of the Payment Service Provider beyond reasonable due diligence in its selection.
8.8 The limitations of the liability of Energise Africa included in this Condition do not apply if there is an instance of wilful intent or conscious recklessness on the side of Energise Africa or its directors.
8.9 Nothing in these Terms and Conditions shall restrict or exclude any liability we may owe to you under the regulatory system, including our responsibility to ensure that financial promotions on the Energise Africa Website are clear, fair and not misleading.
9. Force Majeure
9.1 In case of Force Majeure which prevents it from complying with its obligations to you, Energise Africa is relieved from such obligations towards you as an Investor to the extent that it has not contributed towards the same. All of its obligations with regard to you as an Investor shall be suspended for the duration of the Force Majeure.
10. Dissolution and termination
10.1 Energise Africa is authorised to dissolve the agreement(s) with immediate effect and without notification of default in writing and/or to suspend the obligations of Energise Africa and/or to exclude you as investor permanently from the services and/or products of Energise Africa and/or to remove expressions placed by you as an investor on the Energise Africa Website without prior notification or at least make inaccessible, if: a) you do not, not completely or not timely comply with obligations from the Terms and Conditions, or if you act in violation of these Terms and Conditions , also if this is a consequence of Force Majeure as referred to in Article 9; b) circumstances come to the knowledge after the acceptance of these Terms and Conditions give Energise Africa grounds to believe that you shall not comply with your obligations; c) or if you as an investor will be declared in a state of bankruptcy or your bankruptcy has been filed for; d) you have or Energise Africa has terminated your account; e) circumstances occur which are of such nature, that these make compliance with the Terms and Conditions impossible or unchanged maintaining of the agreement(s) in reasonableness cannot be required of Energise Africa.
10.2 If Energise Africa proceeds, on the grounds as described in Condition 10.1, to one of the measures mentioned in that Condition, then Energise Africa is on that basis in no manner whatsoever required to pay any damages or costs to an Investor. Energise Africa can however recover the damage suffered by itself, that is imputable to you, from you.
10.3 The agreement(s) will be terminated if one or more of the following circumstances occurs: (i) Energise Africa ceases its activities, (ii) Energise Africa will be dissolved, (iii) Energise Africa will be declared in a state of bankruptcy, or its bankruptcy has been filed for, or (iv) Energise Africa has filed for suspension of payment or is in suspension of payment. In this case, the termination of the agreement(s) has however no consequences for the Bond(s) that you hold and the Collective Depot shall be processed. Only the services that Energise Africa provided in the framework of the agreement(s) shall in that case become forfeit.
10.4 Upon termination of the agreement(s) or termination of your account, you remain at all times bound to what is established in these Terms and Conditions, as well as to the stipulations of which in the agreement(s) is established that you remain at all times bound thereto.
11. Recourse and complaint
11.1 If you wish to make a complaint about Energise Africa, you should address it to ShareIn Limited: email@example.com. You can request a copy of our Complaints Handling Procedures at any time. If we are unable to resolve your complaint, you may have rights to refer it to the Financial Ombudsman Service. Further information, including information on the eligibility of complainants, is available from the Financial Ombudsman Service at www.fos.org.uk. Questions and complaints related to custodial services provided by Hands-On BV can be addressed to firstname.lastname@example.org.
11.2 Our full complaints procedure is available here.
11.3 The inability of an Issuer to redeem Bonds is not covered by the Financial Services Compensation Scheme (FSCS) or any other guarantee. Users of the Energise Africa Website may be eligible to claim compensation under the FSCS up to a maximum of £50,000 in the event of a default by Energise Africa itself. Further information, including information on the eligibility criteria, are available from the FSCS at www.fscs.org.uk. There is no compensation arrangement for investors in respect to custodial services provided by Hands-On BV. Client assets are legally segregated from those of Hands-On BV in separate Collective Depots, and will remain the property of investors in the event of default or bankruptcy of Hands-On BV.
11.4 Our Conflicts of Interest Policy is available here.
12. Governing Law and Jurisdiction
12.1 These Terms and Conditions are governed by English law and the courts of England and Wales shall have non-exclusive jurisdiction in relation to disputes arising hereunder.
12.2 The parties to these Terms and Conditions are Energise Africa, Hands-On BV and each Investor. ShareIn Limited may enforce these terms on behalf of or against Energise Africa. No person who is not a party to these Terms and Conditions, other than ShareIn Limited, may enforce the provisions of these Terms and Conditions pursuant to the Contracts (Rights of Third Parties) Act 1999.
13. Website Conditions of Use / Legal Notices
The Energise Africa website is controlled by Lendahand Ethex Ltd trading as Energise Africa with its registered office at The Old Music Hall, 106-108 Cowley Road, Oxford, United Kingdom, OX4 1JE (hereinafter referred to as "Energise Africa", "we" or "us"). The use of this site is subject to the following conditions.
Please read the undernoted conditions carefully before you use this site. By using any part of this site you will be held to have accepted that you will be bound by these conditions. Energise Africa may change these conditions at any time by posting new or amended conditions on this site. Your continued use of this site after any changes are posted means that you are held to have accepted that you are bound by the new or amended conditions. Please therefore check our conditions regularly.
13.1 FSMA / Investor disclaimers
13.1.1 Investment whether in new or existing businesses carries high risks as well as the possibility of high rewards. It is consequently very speculative and potential investors should be aware that no established market exists for the trading of bonds in private companies, and such bonds are not easily realisable. It must be appreciated that there could be difficulty in selling such investments at a reasonable price and, in some circumstances, it may be difficult to sell them at any price. Accordingly you should consider very carefully whether such investments are suitable in the light of your circumstances and commitments and the financial resources available to you. Engaging in any investment activity may expose you to a significant risk of losing all of your investment.
13.1.2 Any business plans and financial projections posted on this website for "investors" are posted only for the personal use by registered investors. It does not purport to contain all the information that a prospective investor may require. All such information is confidential and by gaining access to such information you agree to keep it confidential at all times.
13.1.3 Each investor who uses this website acknowledges that a decision to invest in a company is a personal decision and that no responsibility for the consequences of that decision is accepted by Energise Africa or by any of its directors, employees, consultants or other members.
13.1.4 Each investor who uses this website is required to acknowledge and agree to these conditions, the Investor Terms and Conditions, the Privacy, Cookie and Data Use Policy and the Risk Warning Notice. These should be read carefully and if an investor is in any doubt then they should take professional advice.
13.2 General Website Disclaimers & Terms
13.2.1 This site content is provided for information only without any warranty, express or implied, that the content is accurate, current or complete, fit for a particular purpose or free from any computer viruses or defects. We will not be liable for any loss or damage caused by a virus or denial of service that may infect your computer hardware or programs, data or other proprietary material due to your use of this site and/or your downloading of any material posted on it (whether belonging to Energise Africa or not).
13.2.2 Commentary by Energise Africa and other materials posted by Energise Africa on this site are not intended to amount to advice by Energise Africa or by any of its directors, agents, employees or members. We are not liable or responsible for any reliance placed on such materials by you or anyone who you may inform of any of its contents.
13.2.3 Energise Africa will not be liable for any damages of any kind resulting from the use of or inability to use this site or its content. No guarantee is given that this site will always be available 24/7.
13.2.4 This site may contain links to other websites. Energise Africa does not approve or endorse and accepts no liability for the content of any third party websites which may be accessed via, or linked to, this site. The existence of a link to another website is not an authorisation by Energise Africa to you to access content or material from that other website.
All rights, including copyright and database rights, in this site belong to or are licensed to Energise Africa in the United Kingdom and international copyright and database right laws and treaties protect this site and all content on this site. © Copyright 2018 Lendahand Ethex Ltd. All rights reserved.
"Energise Africa" is the trade mark of Lendahand Ethex Ltd trading as Energise Africa in the United Kingdom. Other product and company names and logos mentioned on this site may be the trade marks or registered trade marks of their respective owners.
You may not copy any part of this site, or carry out any other act which is protected by copyright or extract or re-utilise the whole or any substantive part (evaluated quantitatively and/or qualitatively) of the content of this site other than: -
- Printing in hard copy form portions of the content of this site for personal use;
- Downloading any page from this site for personal use only;
- Storing pages from this site in a cache or other temporary retrieval system for the sole purpose of personal viewing off-line.
These consents do not permit you to modify any of this site’s content or to use it in any commercial material without our prior written consent.
You may, subject to the following conditions, provide a link to the Home page of this site:
- The right to link to this site is revocable by us and we reserve the right to prohibit any link and to employ measures, including technical measures, to remove any link;
- Any link to this site must not be misleading or give the impression that we are associated with you or have approved or endorsed any internet site or equivalent entity from which such link is made;
- Any such link must indicate www.energiseafrica.com as the destination of the link and must not use any Energise Africa or ShareIn logo or other proprietary graphic or trade mark without our prior written consent; and
- You may not use framing or deep linking to this site without our prior written consent.
13.5 Use and Indemnity
- Energise Africa expressly prohibits the use of this site by you for any purpose which may be unlawful in the United Kingdom.
- You agree to keep Energise Africa indemnified against any claim, loss, liability, damages or expenses on a full and unqualified indemnity basis arising out of any misuse by you of any part of this site or any information embodied in it.
13.6 Waiver and Enforcement
- Failure by us to take action in respect of a breach by you of these conditions shall not prevent us from taking future action in respect of the same breach or any other breach by you of these conditions, unless we agree to the contrary in writing.
- If any of these conditions is held to be unenforceable it will not affect the validity and enforceability of the remaining conditions.
13.7 Energise Africa Details
- The service provided through this website is provided by Energise Africa which is the trading name of Lendahand Ethex Ltd.
- Lendahand Ethex Ltd’s registered address is The Old Music Hall, 106-108 Cowley Road, Oxford, United Kingdom, OX4 1JE
- Lendahand Ethex Ltd’s registered company number is 10529133
- Lendahand Ethex Ltd can be contacted via email at email@example.com and via telephone at +44 (0) 203 559 0559.
- Lendahand Ethex Ltd (FRN 776908) is an Authorised Representative of Share In Ltd. Share In Ltd is authorised and regulated by the Financial Conduct Authority (FRN 603332)
13.8 Governing Law
These conditions of use are governed by the Law of England and the English Courts shall have non-exclusive jurisdiction in any disputes between you and us.