It is important that you read these Investor Terms carefully and ensure that you understand them before you sign up as a Qardus member or make an investment through Qardus.
Consequently, if there is anything in the Investor Terms or those other documents that you do not understand, you cannot comply with or that you are not comfortable being bound by, you should not agree to the Investor Terms or make any investments through our platform.
You should also read our Risk Warning before deciding whether to invest through Qardus.
1. QARDUS – LEGAL AND REGULATORY DETAILS
Qardus Limited (Qardus, we, us, our) (FCA Firm Reference Number 921442) is an appointed representative of ShareIn Limited (ShareIn) which is authorised and regulated by the Financial Conduct Authority (FCA) under FCA Firm Reference Number 603332. Qardus is registered in England and Wales with company number 12181387 and our registered office is at 60 Brogan House, 9 St. Josephs Street, London SW8 4EU, United Kingdom. You can check the details of Qardus and ShareIn on the FCA Register at https://register.fca.org.uk/.
2. QARDUS – SERVICES OFFERED
2.1 The services offered by Qardus are available to persons that that are members of our website www.qardus.com (the Website). We provide members with details of potential investment opportunities – the type of investment that we offer is described at clause 2.2 below. Each time that Qardus offer an investment opportunity to members via our Website, we will provide more details of that specific investment opportunity. You should read and understand the details of each particular investment opportunity before deciding whether to invest.
2.2 Qardus offers investors the ability to participate in shariah compliant investments by using a musharaka structure to provide funding to SMEs via a commodity murabaha arrangement. Each investment opportunity offered by Qardus will be structured as follows:
- Qardus will identify an opportunity to provide financing to an SME and will carry out due diligence on that opportunity;
- If Qardus considers that the opportunity should be offered to potential investors, it will send details of the opportunity to all members of the Qardus Website;
- If investor(s) decide to invest in the opportunity, those investors will enter into a Musharaka Agreement (a Shareholders' Agreement) with Qardus which documents what is essentially a joint venture arrangement between Qardus and the investors;
- Under the Musharaka Agreement the investors contribute capital to the joint venture and Qardus provide services (by managing the investment detailed below). The investors are issued shares in an SPV that will be formed to provide the onward financing to the SME. The number of shares issued to each investor will depend upon the amount of capital contributed by that investor – all of the investors' shares will carry the same rights;
- Each SPV will only provide finance to one SME in the form of a commodity murabaha agreement entered into between the SPV and the SME. Under the commodity murabaha agreement, the SPV uses the funding provided by the investors to acquire commodities (usually non-precious metals such as tin or steel available from the London Metal Exchange) from the open market which it sells to the SME at cost price plus a profit margin. The payment of the cost of the commodities by the SME to the SPV, and the profit, is deferred, usually by between 3 to 6 months. The SPV, as the SME's agent, then sells the commodities back to the open market on immediate payment terms;
- Consequently, the SME receives an amount of cash equivalent to the cost price of the commodities but has an obligation to pay to the SPV the cost of the commodities plus the agreed profit margin on the deferred payment date. The profit margin represents the investors' return (less any fees and charges). The structure of the repayments made by an SME in each particular case may vary and will be set out in the details of the investment opportunity that we provide to Qardus members.
2.3 The investments that we offer are only available to persons who fall within certain categories of investor – those who are eligible under FCA Rules to acquire "non-readily realisable securities" (as defined by the FCA). For individual investors, this entails making a declaration that the investor is a high net worth individual, is sophisticated in investing, will not invest more than a certain amount in "non-readily realisable securities" or has received advice from an FCA-authorised firm.
2.4 Any investor who is not receiving advice from an FCA-authorised firm must demonstrate their understanding of the features and risks of investing in non-readily realisable securities. Investors who satisfy these criteria, as set out in more detail on the Website, will be eligible to become members. Only members can receive details of investment opportunities through the Website.
2.5 If you are eligible for membership of our Website, you can receive details of investment opportunities, invest online and receive online investment reports. Your investment subscriptions and any investment returns shall be held by ShareIn in a client bank account – details are set out at clause 5 below. ShareIn is a party to these Terms and Conditions and is bound by the terms that apply to the services that ShareIn provides.
2.6 Both Qardus and ShareIn will treat all members as retail clients for the purposes of the FCA's rules (retail clients receive the highest degree of regulatory protections under the FCA's rules).
2.7 As a Qardus member, you are bound by these Terms and Conditions in relation to your use of our Website and any investment that you make in the investment opportunities promoted to members. Any user of the Website who is not a member is also bound by these terms insofar as they are capable of application to non-members. By using the Website, you confirm that you have read, understood, and agree to these Terms and Conditions and our Website Terms, Privacy and Cookies Policy each as amended from time to time. If you do not agree to the Terms and Conditions, you must stop using the Website immediately.
3. MEMBERSHIP OF THE QARDUS WEBSITE
3.1 To become a Qardus member, you will need to apply to join and be approved by us. We may reject any application to become a member 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. Further details of those eligible to be Qardus members are set out at clauses 2.3 and 2.4 above.
3.2 If you apply to become a Qardus member, we are obliged to carry out certain identity and fraud checks on you, and we may use third party agencies to do that. If we cannot get adequate information from the third party agency then we may ask you to send us copies of the relevant identification documents (normally a certified copy of your passport and a utility bill) and any supporting evidence that we may require. If you do not provide all appropriate identification documents you will not be able to become a Qardus member and invest. We may also suspend your membership 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 and Cookies Policy.
3.3 Your application for membership should be completed in the name of the same person that will invest.
3.4 When you register as a member you will need to provide personal details and a password – they will be unique to your individual Qardus membership and are not transferable. We will use your registration details and password to identify you and you must keep them secure at all times.
3.5 You are responsible for all information and activity on the Website by anyone using your membership details as described at clause 3.4 above. If you authorise an agent, family member, employee or sub-contractor to use your Qardus membership, you will be responsible for their activity on the Website. Any breach of security, loss, theft or unauthorised use of your security details must be notified to us immediately. We reserve the right not to act on instructions provided using your membership details where we suspect that the person using your Qardus membership is not you or we suspect illegal or fraudulent activity or unauthorised use.
3.6 You agree not to adapt or circumvent the systems in place in connection with the Website, nor access our systems other than by using the credentials assigned to you and by following the instructions that we have provided for that type of connection.
4.1 If you wish to make an investment, you can do this through your online membership account on the website – you will need to specify the size of the investment you wish to make and place funds in your Qardus account (see section 5 below).
4.2 The decision as to whether to accept an application from you to purchase an investment will be at our absolute discretion. We may decline to accept an application from a member to purchase an investment for any reason, including but not limited to because the offer is over-subscribed or under-subscribed or because of legal or regulatory matters. If we do not accept your application to purchase an investment, but you have already paid money into your online membership account, your money will remain in your online membership account (where they can be used to fund the purchase of any other investments) unless you provide us with instructions to return the monies to you.
4.3 Any investment that you make will be governed by the terms of that particular investment as set out in the Musharaka Agreement/Shareholders Agreement, your Investment Application, any Offer Document and these Terms and Conditions. To the extent that there are any inconsistencies between these documents, the provisions of the Musharaka Agreement shall prevail over the Investment Application, which shall prevail over the Offer Document, which shall prevail over these Terms and Conditions.
4.4 It is important that you understand that we do not provide investment advice, legal advice or tax advice. We will not assess the suitability of any investment that we offer in the context of your personal and financial circumstances - you are responsible for making your own investment decisions. If you have any doubt about the suitability of any investment opportunity for you, we recommend that you seek such advice from an appropriately qualified professional such as an independent financial adviser authorised by the FCA.
4.5 It is also your responsibility, not ours, to ensure that you have complied with any relevant legal or regulatory restrictions that would prohibit you from investing in any investment opportunity that we offer to you.
5. HOW YOUR MONEY AND INVESTMENTS ARE HELD
5.1 If we accept your application to purchase an investment, we will provide you with bank account details into which you must transfer your investment amount (your Qardus account) within 24 hours of receipt of these details unless you notify us otherwise. Any payment into your Qardus account must be made from a bank or building society account in your name whose details you provide to us and which we have accepted (your Nominated Account). Your money will then be held in your Qardus account pending investment.
5.2 Your application will constitute a legal commitment to invest, but you may cancel your application at any time prior to the investment being issued without penalty. If you fail to make payment within 24 hours or the date you have specified, ShareIn may, at its discretion, cancel your subscription. If you make payment after the due date and an allocation is still available, ShareIn will, unless it notifies you to the contrary, continue to process your payment as an indication that you wish to proceed to invest.
5.3 Your Qardus account is held by and administered by ShareIn as a client account (under FCA Rules). This means that your Qardus account is maintained separately from ShareIn’s own money in accordance with the rules of the FCA. ShareIn will make payments to and receive payments from the SPV in which you have invested, on your behalf. ShareIn maintains records of the individual entitlements of each investor and SPV for these purposes and will pay fees owing to Qardus, itself and other service providers (if any) out of the relevant Qardus account.
5.4 Please note that Qardus is not responsible for the discharge of ShareIn’s obligations in respect of holding client money and operating the Qardus account under these Terms and Conditions.
5.5 By entering into these Terms and Conditions you give Qardus the authority to take over control itself, or pass control to a third party, of the Qardus account from ShareIn at any time provided that Qardus, or any third party nominated by Qardus, have appropriate regulatory permissions from the FCA to hold client money. Accordingly, by entering into these Terms and Conditions you also authorise ShareIn to transfer any monies it holds for you in the Qardus account to us or a third party nominated by us upon our instructions in those circumstances without seeking your further instruction to do so. We will notify you of any such transfer by email.
5.6 In respect of any particular investment opportunity that we communicate to Qardus members, if the fundraising target is met and we are able to proceed with the investment into the SPV, SPV shares will be allocated to you of a value equal to the entire amount of your proposed investment or of a fraction of the investment amount that you requested. ShareIn shall arrange for your shares to be issued to you by paying your investment amount from your Qardus account to the SPV and the SPV shares shall be registered in your name. Any portion of your investment amount that is not used to purchase SPV shares will be kept in your Qardus account pending your instructions.
5.7 SPV shares will not generally have voting rights attached to them – details of the rights attaching to the SPV shares will be set out in the Musharaka Agreement and/or on our website when we communicate the investment opportunity to you.
5.8 Where all of the amount that you proposed to invest has not been used to purchase SPV shares and a balance remains on your Qardus account after you have purchased SPV shares, you may request that this balance is paid back into your Nominated Account. The same applies to any returns on your SPV shares that are paid into your Qardus account. If you wish to change your Nominated Account, you may request to do so by email providing us with your proposed alternative account details. Any alternative account must be in your name and be held with a bank or credit institution that is acceptable to us.
5.9 Any payments made to your Nominated Account from your Qardus account will be made after deduction of any relevant tax that we are required by law to deduct. However, regardless of whether we or ShareIn withhold tax, please note that it is your responsibility to account for any taxes that may be payable to the appropriate authorities.
5.10 You can view details of all investments that you have made through Qardus, and money in your Qardus account, through the Website. The value of your investments in SPV shares will always be stated as the purchase value – we shall not attempt to provide current market valuations.
5.11 If you want ShareIn to hold money that has not been allocated in your Qardus account in order to invest in future opportunities, you may do so. No interest is payable on money held in the Qardus account and no fees are charged in respect of establishing the account. Qardus or ShareIn may retain a payment representing interest on the money held in the Qardus account.
5.12 Any returns on your SPV shares that are due to you will be received into your Qardus account and will not be paid out to your Nominated Account unless you provide us with express instructions. We may contact you to seek those instructions but are not obliged to do so.
6. SELLING INVESTMENTS
6.1 It is important that you understand that there is no established secondary market for SPV shares available through the Website. Consequently, if you purchase SPV shares then you should expect to hold those SPV shares until the redemption date stated at the time of your investment, or beyond if there is a significant default under the commodity murabaha agreement entered into between the SPV and the SME.
6.2 If you find a buyer for your SPV shares, then, subject to the terms of the Musharaka Agreement, you may sell them through us at par value only by providing us with details of the purchaser, the price to be paid and the number of SPV shares to be sold. If the buyer wishes us to pay them directly any returns on the SPV shares, then the buyer will need to be registered as a Qardus member and in accordance with these Terms and Conditions we have complete discretion over whether to accept a membership application from any buyer.
6.3 We are not required offer a facility on the Website to assist Qardus members to buy and sell SPV shares amongst themselves from time to time, subject to the terms of the Musharaka Agreement. Any private sale of shares will be off platform and the terms agreed between the parties themselves, the transfer of the shares will have to be notified to us through the Website, as stated at clause 6.2 above.
6.4 If we do agree to facilitate the transfer of SPV shares, we may charge a fee to the buyer and/or seller for doing so. We will provide details of those fees before any transfer is undertaken.
6.5 Any payments due to or from you in respect of transfers of SPV shares should be made through your Qardus account in the same way as when you purchase SPV shares, as set out in clause 4, except that the transaction shall take place between you and another investor, rather than with the SPV.
7.1 We charge an initial fee to the SME [of 2% to 7%] of the drawdown amount – this is deducted from the drawdown amount before it is paid to the SME by the SPV. The prospective returns stated to you in relation to any investment opportunity take this fee into account and are net of this fee i.e. the prospective returns stated are after this fee has been deducted.
7.2 Details of any fees that we charge to you and to the SME in relation to each investment opportunity are set out on the Website.
7.3 Unless otherwise stated, fees are quoted exclusive of VAT, where applicable.
7.4 You may be subject to other taxes or costs relating to the Services that are not imposed by us or paid via us.
8.1 There is no guarantee that an SME will make all of the payments due to the SPV under a commodity murabaha agreement. Consequently, to mitigate that risk we may require directors or shareholders of the SME, or the SME itself, to provide security (e.g. a charge over property or personal guarantees) in respect of the SME's payment obligations under the commodity murabaha agreement. Security will not however be requested in every case - the details of each investment opportunity provided on the Qardus website will indicate if Qardus intend to seek security and, if so, the type of security that will be sought.
8.2 Where security is provided, the type of security will be described on the Website and we will act on your behalf as security trustee. We will deal directly with the persons providing the security and you are not required to take any action.
8.3 We will hold the security upon trust for all investors holding SPV shares (including you) and for ourselves (in respect of any amounts due to us). All costs incurred by us associated with the recovery (including the costs of third parties we instruct in connection with the recovery) will be deducted from any amounts recovered from persons providing the security before the monies are paid to investors. It is possible that the available proceeds will not be sufficient to discharge all obligations owed by the SME to the SPV. If that is the case, then the investors in SPV shares shall only be entitled to recover their proportionate share of such recoveries made by the SPV. In addition, it is possible that there may be other creditors of the SME or persons giving the security that have claims that may be recovered in priority to those pursued by us, so the existence of such security should not be considered to be a guarantee of certain repayment in the event of failure by the SME in meeting its payments due under the commodity murabaha agreement. Enforcement of security is also subject to legal risks, challenges and limitations.
8.4 Any proceeds of recovery will be utilised in the following order:
- (a) First, in payment of the costs of recovery incurred by any third party we instruct;
- (b) Second, in payment of our costs of recovery;
- (c) Third, in payment of sums representing amounts owing to the SPV under the commodity murabaha agreement;
- (d) Fourth, in payment of our outstanding fees that are not associated with recovery;
- (e) Any residual amount will be payable to the SME.
8.5 You agree that we will in our sole discretion and subject to any regulatory obligations we may owe to investors, determine whether to pursue any recovery.
9. CANCELLATION AND TERMINATION
9.1 You have a period of 14 days from opening your Qardus Account with us in which you can exercise your right to cancel that Qardus Account, subject to clause 9.2.
9.2 If within the 14 day cancellation period you choose to purchase SPV shares, you will lose your right to cancel and you will then only be able to close your Qardus Account in accordance with clauses 9.3 or 9.4 below.
9.3 If at any time after the first 14 days you no longer want to be a Qardus member, provided you do not hold any SPV shares, you can let us know by email and we will terminate your membership immediately.
9.4 We may terminate your membership in respect of making new investments at any time and for any reason, including but not limited to breach of these Terms and Conditions, applicable law, mis-use of our Website, account inactivity for a period of 12 months or more or at your request. If, at the date of termination of your Qardus membership for any reason, you hold investments through us, our cancellation of your membership will not affect the charges we will levy to the SME and we will continue to maintain your account in accordance with clause 4.
10. CONFLICTS OF INTEREST
10.1 We receive payment of our fees from SMEs.
10.2 Any other conflicts that are specific to a particular investment shall be disclosed in the relevant information about the investment opportunity on our Website.
10.3 You may request a copy of our full conflicts of interest policy at any time.
11. COMPLAINTS AND COMPENSATION
11.1 We and ShareIn have established procedures in accordance with the Financial Conduct Authority's rules for the effective consideration of complaints. You can find our complaints handling procedures here.
11.2 If you are still unhappy with the outcome of a complaint, you may be able to refer the complaint to the Financial Ombudsman Service at South Quay Plaza, 183 Marsh Wall, London E14 9SR. Telephone 0800 023 4567 or email [email protected]. Further information, including information about eligibility for the Financial Ombudsman Service, is available at www.fos.org.uk.
11.3 ShareIn participates in the Financial Services Compensation Scheme (the “FSCS”). If we or ShareIn owe you money in connection with the Qardus service and are unable to pay it, then you may be entitled to compensation from the FSCS, up to a maximum of £85,000.
11.4 For more information, including information about eligibility, you can contact the FSCS in writing at 7th Floor, Lloyds Chambers, Portsoken Street, London, E1 8BN by telephone on 0800 678 1100, by email to [email protected] or by going to www.fscs.org.uk.
11.5 Please note that neither the FSCS nor the FOS cover any losses that you may suffer as a result of the investment that you make in SPV shares not performing as anticipated at the outset eg due to the SME defaulting on its obligations under the commodity murabaha agreement.
12.1 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 Qardus.
12.2 We shall not be liable to you for any loss or damage which you may suffer as a result of being a member of Qardus or using the Qardus services 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 membership of Qardus and your use of the services provided via the Website shall not exceed the amount of money you have invested giving rise to the liability, subject to clause 12.3 below.
12.3 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.
12.4 When we make forward-looking statements, we will base them on reasonable assumptions, but we shall not otherwise be responsible for the achievement or accuracy of such statements where they are outside of our control.
13. INTELLECTUAL PROPERTY
13.1 Subject to clause 13.3 below, as between you and us, we own all present and future copyright, registered and unregistered trademarks, design rights, unregistered designs, database rights and all other present and future intellectual property rights and rights in the nature of intellectual property rights existing in or in relation to the Website.
13.2 If and to the extent that any such intellectual property rights vest in you by operation of law or otherwise, you agree to do any and all such acts and execute any and all such documents as we may reasonably request in order to assign such intellectual property rights back to us.
13.3 You shall retain ownership of all copyright in data you upload or submit to the Website. You grant us a world-wide exclusive, royalty-free, non-terminable licence to use, copy, distribute, publish and transmit such data in any manner.
14. AMENDMENTS TO THESE TERMS AND CONDITIONS
14.1 We may need to update or amend these Terms and Conditions from time to time to comply with law 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 advanced notice of such updates or amendments but we will always post them on our Website so you can view them when you next log in. By continuing to use the Qardus service, you agree to be bound by the terms of any such updates and amendments.
14.2 Where we make amendments to these Terms and Conditions that are adverse to your interests (such as an increase in, or the introduction of, fees for existing services), we shall, if possible, provide you with one month’s notice by email before such amendments become effective. You shall be entitled to terminate your membership at any time in accordance with clause 9. If you seek to terminate your membership, but continue to hold investments with us, the amendments will not apply to the continued holding of those investments unless the amendments are required by or reasonably necessary as a result of law or regulation.
15.1 These Terms and Conditions are governed by and 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 Condition, you and we shall submit to the non-exclusive jurisdiction of the English courts.
15.2 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.
15.3 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, that or any right, power or remedy arising under these Terms and Conditions or otherwise.
15.4 In the event of our insolvency, ShareIn will continue to hold your money pending investment, but will not facilitate any new investments. ShareIn will notify you of changes to reporting requirements in such event.
15.5 In the event of ShareIn's insolvency, we shall attempt to find an alternative services provider to enable the continued provision of the services to investors.
15.6 We and ShareIn may exercise any of our rights or discharge our obligations under these Terms and Conditions in our or ShareIn'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 ShareIn, which shall be entitled to exercise rights under these Terms and Conditions as a contract party, no other person shall have rights to enforce terms under the Contracts (Rights of Third Parties) Act 1999.
16. CONTACTING US
16.1 If you have any questions about these Terms and Conditions, or wish to contact us for any other reason, you can contact us in writing to: Qardus Limited, 60 Brogan House, 9 St. Josephs Street, London SW8 4EU, United Kingdom or by email to: [email protected]