Innovative Finance ISA
Terms and Conditions

Pulford Trading Regular Access Bond

Innovative Finance ISA Terms and Conditions

This website www.downingcrowd.co.uk (Website) is owned and operated by Downing LLP, a limited liability partnership registered in England and Wales under number OC341575 and with our registered office at 5th Floor, Ergon House, Horseferry Road, London SW1P 2AL and VAT number 112 940 149. Downing LLP is authorised and regulated by the Financial Conduct Authority (FCA) with firm reference number 545025.

Any reference to Website includes our funding platform at www.downingcrowd.co.uk (Funding Platform) which is accessible by registered members. Any reference to you or your, means you as a customer of our products and services and/or as a user of our Website. Any reference to we, us, our or Downing is to Downing LLP.

You will need to read and accept these terms and conditions in order to open your Innovative Finance ISA account with us. These terms and conditions are in conjunction with our general terms and conditions for our funding platform (www.downingcrowd.co.uk) which can be found here. Unless the context otherwise requires, the words and phrases used in our general terms and conditions shall also apply in the Innovative Finance ISA terms and conditions.

1 Your Innovative Finance ISA account

1.1 Downing LLP or "us" or "we" will be your ISA manager.

1.2 Your ISA will be an Innovative Finance ISA.

1.3 To open an Innovative Finance ISA account, we must first be in receipt of a validly completed ISA application, together with your payment (which can take the form of a cash deposit or a transfer in from another ISA manager) for any amount between our stated minimum investment up to the maximum annual subscription allowance for an Innovative Finance ISA plus any charges payable to your independent financial adviser. You must also comply with all our relevant terms and conditions. An application may be made on your behalf at our discretion including, for example, where you have granted a lasting power of attorney in respect of your affairs.

1.4 You may subscribe to an ISA in any tax year (i.e. period starting on 6 April of one year and ending 5 April of the following year) for which you are either resident and ordinarily resident in the United Kingdom; or, although non-resident in the United Kingdom, you perform duties of a Crown employee serving overseas and paid out of the public revenue of the United Kingdom, or you are the spouse or civil partner of a person performing such duties.

1.5 When you open an Innovative Finance ISA account, we will ask you to make a declaration in the application form allowing you to subscribe for an Innovative Finance for each subsequent tax year until you notify us otherwise in writing.

1.6 In accordance with the Individual Savings Account Regulations 1998 (as amended or re-enacted from time to time) (ISA Regulations), you are not eligible to apply if you have already subscribed to an Innovative Finance ISA, or have already subscribed the maximum available allowance to a cash and/or stocks and shares ISA, in the same tax year as you are applying for this ISA. However, you will be able to:

1.6.1 transfer an existing Innovative Finance ISA from another ISA provider to this Innovative Finance ISA (in circumstances where this is permitted under the ISA Regulations), or

1.6.2 transfer existing cash and/or stocks and shares ISA to this Innovative Finance ISA.

1.7 ISA investments will be, and must remain in, your beneficial ownership, meaning that you retain ultimate control of them. Your ISA investments must not be used as security for a loan.

1.8 Any documents evidencing your title to Innovative Finance ISA investments will be held by us or as we may direct and can be viewed and downloaded from your Downing Crowd account.

1.9 We will satisfy ourselves that any person to whom we delegate any of our functions or responsibilities under the terms agreed with the investor is competent to carry out those functions and responsibilities. We will not be liable for the negligence or misconduct of such delegate provided always that we do not exclude or restrict liability owed to you under the ISA Regulations.

1.10 We will notify you if, by reason of any failure to satisfy the provisions of the ISA regulations, an ISA has, or will, become void. If the failure cannot be corrected or if you fail to take any action requested by us in writing within a reasonable period of time, we may close your account by written notice.

1.11 If you do not place any money in your account during a tax year, you will need to make a new declaration in a form we approve should you wish to make a subscription to your Innovative Finance ISA managed by us in the following tax year.

1.12 We reserve the right to decline an application to open an account from you or any deposit on any grounds that we consider reasonable including, without limitation, the failure to provide the necessary documents to verify your identity.

1.13 You acknowledge that, in accordance with the Guidance, your Innovative Finance ISA cannot go into cash deficit.

1.14 To the extent that we have separately agreed with you in writing that we will purchase or sell any specific investments into or from your Innovative Finance ISA and such investment changes in value to your detriment where we have defaulted on our obligations, we may be liable to compensate you for any loss suffered. The level of compensation will, in accordance with the Guidance, be the sum required to put you in the position that you would have been in had we not breached our obligations.

1.15 Any cash sums held within the Innovative Finance ISA, whether as a result of a cash subscription or any repayments from Downing Crowd Bonds, shall be held in sterling and will be deposited in an account with Thompson Taraz Depositary Limited, as custodian. This account will be designated as an ISA account and each individual holder of an Innovative Finance ISA's investment will be recorded and accounted for separately.

2 Payments and withdrawals

2.1 Subscriptions can be made into your Innovative Finance ISA account by bank transfer or cheque and other payment methods as we may permit from time to time at our discretion.

2.2 There is no minimum initial subscription amount.

2.3 The maximum you can subscribe to an Innovative Finance ISA is the maximum ISA limit per tax year as prescribed in the ISA Regulations. The current investment limits and permitted combinations of cash ISA, stocks and shares ISA and innovative finance ISA can be found at www.gov.uk/individual-savings-accounts/overview. Exceeding these limits or the permitted combination of ISA types may lead to the subscriptions being invalid.

2.4 If money is subscribed into your Innovative Finance ISA account which exceed the amount prescribed in the ISA Regulations other than as a result of interest on Downing Crowd Bonds into which the Innovative Finance ISA has been invested, then the excess subscription will be transferred to the Client Account.

2.5 You may, on not less than 14 days prior written notice, make withdrawals of any un-invested money from your Innovative Finance ISA account, including interest payments that have not yet been reinvested; however, you cannot withdraw money which is invested in a Downing Crowd Bond until the capital and interest thereunder have been repaid by the borrower, in whole or in part.

2.6 Withdrawals from the Innovative Finance ISA will be made by way of electronic bank transfer.

2.7 Cash withdrawn from the Innovative Finance ISA in error by you or your agent cannot normally be reinstated and benefit from ISA treatment, except (i) where you were attempting to transfer the ISA or (ii) you were incorrectly advised by the outgoing or incoming ISA manager to withdraw the relevant money. With the prior approval of HM Revenue & Customs, it may be possible to reinstate an Innovative Finance ISA that has been closed in error.

3 Cancellation

3.1 If you decide you no longer want an Innovative Finance ISA, you will have the right to cancel your account within 14 calendar days of the date your account is opened. You can do this by emailing us at crowdfunding@downing.co.uk.

3.2 When your account is cancelled, any money credited to your account will be transferred from the ISA account to the standard Client Account and we will notify you of this. Upon such cancellation, you will be treated as having never made a subscription in the Innovative Finance ISA.

4 Account closure

4.1 If you wish to close your Innovative Finance ISA account, you can do so at any time by emailing us at crowdfunding@downing.co.uk.

4.2 If you wish to switch providers, it is important that you transfer your account rather than close it, as otherwise you may lose the ISA status of the contents of your Innovative Finance ISA account. For example, if you have subscribed to your Innovative Finance ISA during a tax year and then close the account, and do not arrange with another ISA provider to transfer the money in your account to them, you will not be able subscribe to another Innovative Finance ISA with another ISA provider in the same tax year.

4.3 If you have subscribed to your Innovative Finance ISA during a tax year and then close the account, you will be able to re-open the account with us during the same tax year.

4.4 We may close your account with immediate written notice to you if we are directed to close it by HM Revenue & Customs, if your account balance (being a combination of cash and investments) falls below £1,000 for a continuous period of 12 months or otherwise in the circumstances referred to in our Website Terms.

4.5 Subject to paragraph 4.6 below, if you or we close your Innovative Finance ISA account, any money credited to your account will be transferred to the standard Client Account. You can then proceed to use the monies within the standard Client Account for investment in Downing Crowd Bonds or withdrawal as per our Website Terms.

4.6 If your Innovative Finance ISA account is closed at your request, you may leave the account open until all tax due in respect of such account is paid or close the account and pay any tax due from your own resources.

5 Death or bankruptcy

5.1 In the event of your death or bankruptcy, ISA tax exemptions may be lost in circumstances set out in the ISA Regulations. Provisions, known as Additional Permitted Subscriptions (APS), can be made for spouses and we may support the setting up of an Innovative Finance ISA based on your APS for your spouse, subject to their being eligible to do so in accordance with these terms and the Website Terms.

5.2 When we receive notification of your death we will close your Innovative Finance ISA and all assets will be transferred to your standard Client Account. The tax benefits of your Innovative Finance ISA cease on your death such that future interest payments will not be exempt from tax.

5.3 Your Innovative Finance ISA account will be valued for probate as at the time of death and dealt with as instructed by your executors.

5.4 We may require a grant of probate or letters of administration before releasing any monies in your account to your executors.

5.5 In the event of your bankruptcy, ISA tax exemptions will no longer apply from the date on which a trustee in bankruptcy is appointed to manage your estate.

5.6 When we receive notification of your bankruptcy we will close your Innovative Finance ISA account and any assets held in it will be transferred to your standard Client Account.

5.7 Whilst you are bankrupt, your trustee will have the authority to request that we sell any Downing Crowd Bonds held by you on the secondary market (if any) and/or send monies in your Innovative Finance ISA account to them. Please note that Downing Crowd Bonds are illiquid and it may not be possible to transfer them for their original investment value or at all.

5.8 To the extent that we have separately agreed with you in writing that we will purchase or sell any specific investments, any sale of assets by us from your Innovative Finance ISA will be at open market price, in accordance with the Guidance and you acknowledge that this is the only basis upon which any sale may be made.

6 Transfers in

6.1 You may transfer money into your Innovative Finance ISA with us from an existing ISA with another provider provided the amount being transferred in is £1,000 or more. An online transfer-in form will need to be completed and then we will send you a transfer authority form to approve and sign. We can then request that the money be transferred to us from your existing ISA provider in accordance with your instructions and the ISA Regulations.

6.2 The transfer process will begin on the date of the transfer authority form referred to above or the date you stipulate for us to begin the transfer process, whichever is later. We will then send your request for the transfer of money in your existing ISA to your existing ISA provider together with confirmation that we will accept the ISA transfer, within 5 Business Days of receiving your duly completed transfer authority form. The timescale for the transfer process to complete and for money to become available will be partially dependent on your existing ISA provider, and is likely to take 15-30 days.

Internal transfer

6.3 Money in a customer's standard non-ISA account can be transferred into the customer's Innovative Finance ISA account as long as it is held as cash and not currently invested in a Downing Crowd Bond

7 Transfers out

7.1 Bonds within an Innovative Finance ISA must either reach maturity or be sold on our secondary market once launched and subject to liquidity, to then be transferred out. There is no guarantee of liquidity.

7.2 You may transfer out part or all of the money in your account in the current tax year, together with all or parts of any money (together with interest) in your account from previous tax years to another ISA Provider in accordance with the ISA Regulations and these conditions. You will need to contact your other ISA provider in order to arrange a transfer and you can choose the date money is transferred subject to us being allowed a reasonable period to implement that transfer. That reasonable period shall not exceed 30 days and shall be consistent with the requirements of the ISA Regulations.

8 Existing bonds and secondary market

8.1 If you are an existing Downing Crowd customer, you cannot transfer existing bonds from any other type of account you hold with us into your Innovative Finance ISA account as the Guidance prohibits the transfer of assets into the Innovative Finance ISA.

8.2 You may be able to sell existing bonds (once our secondary market is launched and subject to liquidity) and subsequently transfer the proceeds from the sale into your Innovative Finance ISA account as per condition 7.1.

8.3 You may purchase Downing Crowd Bonds for your Innovative Finance ISA on Downing Crowd's secondary market (once launched) provided you have sufficient cash in that account.

8.4 Bonds held within an Innovative Finance ISA can also be sold on Downing Crowd's secondary market once launched, subject always to liquidity. Cash proceeds will be credited to your Innovative Finance ISA client account.

9 Changes to Terms and Conditions

9.1 We may, at any time, change these terms and conditions and any changes we deem to be material, will be both posted on the Website and sent to all registered users by email. Such amendment will take effect on the date specified. For the avoidance of doubt, these changes may impact our fees and charges or the level of service provided. Any amendment that adversely affects you will not apply to sums already invested in Downing Crowd Bonds.

9.2 We may amend these terms and conditions if it believes it necessary in order to respond proportionately to changes in law and regulations.

9.3 We may also amend the terms and conditions to reflect changes to our systems, administrative processes and procedures, market practice or client requirements and to reflect other legitimate cost increases (or reductions) associated with providing your Innovative Finance ISA.

9.4 You will be given at least 30 days' notice in respect of any changes to these terms and conditions unless the specific circumstances require a shorter or longer period. Any amendments will comply with any applicable laws and regulations.

10 ISA Regulations

10.1 The management of your Innovative Finance ISA will be subject to the ISA Regulations.

10.2 We will inform you if your Innovative Finance ISA has or will lose its tax exemption through any failure to meet the ISA Regulations. If an investment which was previously allowed under the ISA Regulations ceases to be allowed, we will notify you and request your instruction to either sell the investment (where possible and subject to liquidity) and reinvest the proceeds in the account, or transfer it out of your Innovative Finance ISA.

10.3 These terms and conditions are based on our understanding of current law and HM Revenue & Customs' practice as at February 2017. These may change in the future and the favourable tax treatment of ISAs may not be maintained.

11 Fees and charges

11.1 Subject to paragraph 11.2 below, any fees that we charge relating to the administration of your Innovative Finance ISA may, if you so wish and we agree, be paid from money held outside of the Innovative Finance ISA.

11.2 Our fees and charges relating to the sale and purchase of investments to or from the Innovative Finance ISA must be met from money held within the Innovative Finance ISA.

11.3 Where any rebate of fees and / or commission is paid other than within the Innovative Finance ISA, such as to you in cash or to another account AND you choose to invest this amount in the Innovative Finance ISA, you acknowledge that this investment would be counted as a new subscription into your Innovative Finance ISA.

Glossary

"We","Us"or "Our" means Downing LLP who own and operate Downing Crowd (www.downingcrowd.co.uk)

"Guidance" the guidance notes for ISA managers issued by HM Revenue & Customs dated April 2016, as amended or superseded from time to time

"ISA" means Individual Savings Account

"IFISA" means Innovative Finance ISA

"Business days" refers to any day other than Saturday, Sunday or a Bank holiday in England and Wales

"ISA Regulations" or "Regulations" means the Individual Savings Account Regulations 1998 (as amended or replaced from time to time)

"Client Account" the client account referred to in our Website Terms

"Website Terms" the conditions of use of our Website, a copy of which can be found at www.downingcrowd.co.uk/home/terms-and-conditions