- Incorporation of other terms
- Effect of the registration process
- Money laundering
- Client categorisation
- Investment procedure
- Inheritance and insolvency
- Investee articles of association, bond instrument or fund documentation
- Limitation of liability
- Early drawdown of funds
- Complaints and queries
- No partnership or agency
- Assignment and variation
- Governing law and jurisdiction
"Crowdfunds", means UK Crowdfunds Limited (Company Registration Number: 10321263) whose registered office address is at Couching House, Couching Street, Watlington, Oxfordshire, United Kingdom, OX49 5PX and whose correspondence address is at 1 High Street, Watlington, Oxford, OX49 5PH.
"FCA, means the Financial Conduct Authority and any successor body.
“Investment” means the taking by the Investor of the shares, bonds, debt securities or fund units contained in the Investor’s submitted Investment Application relating to an Offer (and “Invest”, “Invested” and “Investing” shall be construed accordingly).
“Investment Application” a revocable (in accordance with clauses 6 or 11) order to subscribe for shares, bonds, debt securities or fund units in an Investee as set out in an Offer.
“Investee” means a company who is seeking investment via Crowdfunds’ platform.
“Investor” means you, being any person who wishes to Invest and who is, at the relevant time, a member of the Crowdfunds platform.
“ Legal Review” means the document(s) entitled “Legal Review” attached to the email sent by Crowdfunds to each Investor pursuant to clause 6.7.
“ Offer”means an investment proposition made by an Investee via the Website or mobile application.
“ Offer Period” the period during which the Investor is entitled as specified in and subject to the terms of an Offer on the Website to make an Investment Application.
“ Services” means the services, in these terms and conditions, agreed to be provided by Crowdfunds in relation to the Investment Application.
“ Warranties” the warranties (if any) set out in the relevant Legal Review.
“ Website” means www.crowdfunds.net.
- These terms and conditions of investment are entered into between Crowdfunds and the Investor.
- Crowdfunds is an Appointed Representative of Share In Ltd, a company registered in Scotland with Company Registration Number SC408803 which is authorised and regulated by the FCA with registration number 603332.
- These terms apply to all Investments through Crowdfunds’ platform via the Website or mobile application from time to time.
- In these terms and conditions, unless the context otherwise requires, one gender shall include any other gender, and the singular shall include the plural and vice versa.
1. Incorporation of other terms and access to investment opportunity
1.1 By agreeing to these terms, the Investor acknowledges and confirms that he has also read, understood and agreed to:
1.1.2 the registration form, accessible online at www.crowdfunds.net;
1.1.4 the risk warnings and disclaimers on all Offer pages both before and after the Registration Process (as outlined in clause 1.3) and also those contained in clause 9 of these terms;
1.1.5 any legal agreement presented in or with an Offer (which agreement shall be between the Investor and the Investee rather than Crowdfunds) specific to a particular Offer that an Investor applies to Invest in;
1.1.6 any applicable prospectus that may be presented to Investors or any applicable fund investment agreement that may be presented in or with an Offer; and
1.1.7 any declaration of trust with a nominee company as may be attached to a particular Offer or otherwise notified to an Investor by Crowdfunds or as part of the Investment Application, or Investment, process(es).
1.2 In the event, and to the extent, of a conflict between these terms and any prospectus or fund investment agreement with an Offer, the prospectus or fund investment agreement shall take priority.
1.3 In order to use Crowdfunds’ platform, the Investor acknowledges that they must register as a member of Crowdfunds and successfully complete Crowdfunds' on-boarding process, including (but not limited to) the Investor Assessment Questionnaire where applicable (“the Registration Process”)
1.4 The Investor agrees that Crowdfunds may rely on responses given by the Investor as part of the Registration Process.
1.5 Crowdfunds will carry out the Services with reasonable care and skill.
1.6 Offers are not open to the general public. An Investors' agreement to these terms signifies their agreement that any Offer is not open to the public and that they are only able to Invest in an Offer after becoming a member of Crowdfunds. Completion of the Registration Process and agreement to these terms allows membership of Crowdfunds. Crowdfunds may terminate such membership if this agreement and/or the terms of membership are breached by the Investor.
1.7 Notwithstanding anything to the contrary in these terms, where an Offer states that Investments relating to shares in an Investee will be made via a nominee, the subscription for shares shall not be for a subscription as legal owner of such shares and the Investor shall instead be subscribing for a beneficial interest in shares in the Investee to be held on trust for the Investor by a nominee company subject to the terms of the applicable trust agreement between the nominee company and the Investor and the associated company constitutional documents. Any provisions and terms in these terms impacted by such a nominee structure, including without limitation, references to orders, subscription, shares, shareholding and shareholder shall be interpreted accordingly to give effect to the nominee structure. In these circumstances, the nominee company shall be the legal owner of shares in the Investee and entered into the Register of Members of the Investee rather than the Investor.
1.8 Where an Offer states that Investments relate to shares in an Investee, the Investor confirms and agrees that (as far as applicable to the Investment) once the Investment is complete (meaning the date on which they are granted (legally or beneficially) a share/shares in the Investee and not necessarily the date on which the Investor is entered into the Register of Members of the Investee (if applicable)) they will comply with the Investee’s constitutional documents, including (but not limit to) the Investee’s articles of association.
2. Effect of the registration process
2.1 In completing the Registration Process the Investor confirms and agrees that:
2.1.1 they are an individual who is at least 18 years old;
2.1.2 they are a resident of the United Kingdom (or a country where you may legally receive financial promotions of the nature provided by Crowdfunds);
2.1.3 they are legally entitled to Invest in the Offer.
2.1.4 they will Invest, and have Invested (to the extent of any Investments already made) in any Offer:
184.108.40.206 only in a country/countries or jurisdiction(s) where it is lawful to access such Offer and to make Investment Applications; and,
220.127.116.11 in circumstances where it is lawful for the Investor to receive the Offer on www.crowdfunds.com and to make Investments and, where no local or national restrictions exist applicable to the Investor which would make viewing such Offer or Investing unlawful.
2.2 During the Registration Process, the Investor shall provide Crowdfunds, within a reasonable time (whether requested or not), with:
2.2.2 their current address;
2.2.3 their valid and regularly checked email address, which will be verified by means of a verification email as part of the Registration Process. Temporary or spam email addresses may result in the Investor’s account being suspended or terminated, Investment Applications cancelled and forum posts removed; and
2.2.4 any other information requested by Crowdfunds from time to time;and undertakes to keep the same up to date and notify Crowdfunds of any and all changes within a reasonable time of a change.
2.3 As and when providing an email address to Crowdfunds the Investor is and shall be expressly confirming that it may be used for the purpose of receiving notices or communications in relation to an Investment from Crowdfunds and any Investee in electronic form.
2.4 Crowdfunds reserves the right to refuse in its absolute and sole discretion to permit an Investor to Invest.
2.5 In registering on the Website, the Investor gives his consent to his username being publicised as an Investor in the Investee.
2.6 An Investor may only Invest in an Offer on his own behalf and in his own name and shall ensure that all Investment Applications are made exclusively on his own behalf.
3. Money laundering
3.1 The Investor shall comply within a reasonable time with such identification and other anti-money laundering requirements that Crowdfunds may from time to time have. In particular, Crowdfunds may require identification of Investors and information about the sources of funds being provided by the Investor regarding any Offer.
3.2 If an Investor fails to provide documentation which, in Crowdfunds’ opinion, does not comply satisfactorily with money laundering regulations then this may prejudice, delay or prevent the shares, bonds, debt securities or fund units being issued to the Investor.
4. Client categorisation
4.1 Crowdfunds requires Investors, in accordance with the FCA’s Conduct of Business Sourcebook Chapter 4.7 (as amended or replaced from time to time) to classify themselves as either a:
4.1.1 certified ‘high net worth investor’;
4.1.2 certified ‘sophisticated investor’;
4.1.3 self-certified ‘sophisticated investor’; or,
4.1.4 certified restricted investor.
4.2 Crowdfunds classifies all Investors as retail investors for the purposes of the FCA Conduct of Business Rules. If you wish to change your classification you must immediately notify Crowdfunds to request a different classification.
4.3 The Investor acknowledges and agrees that Crowdfunds will not supply confirmations of any Investments and/or Investment Applications or resulting transactions;
4.4 The Investor acknowledges and agrees that the confirmation email (as outlined in clause 6.7) shall be sufficient and adequate reporting of the reception and transmission of orders and the arranging of resulting transactions, provided by Crowdfunds in accordance with the FCA Handbook, Conduct of Business Rules, Rule 16.1.1.
5.1 Subject to clause 5.2, Crowdfunds does not charge the Investor any remuneration for the provision of the Services by Crowdfunds and Crowdfunds’ remuneration is normally paid by the Investee.
5.2 However, Crowdfunds reserves the right, subject to clauses 5.3 and 5.4, to charge the Investor for providing the Services (“a Fee”).
5.3 If Crowdfunds decides to charge a Fee Crowdfunds will first provide reasonable advance written notice to the Investor by email of the proposed Fee and/or any variation of the same together with a reasonable level of information as to what the Fee relates to.
5.4 If the Investor does not agree with the Fee, the Investor may, by written notice to Crowdfunds, terminate this agreement by giving written notice to Crowdfunds within a reasonable time (and in any event within 4 weeks) of being notified of the Fee in accordance with clause 5.3.
5.5 If the Investor terminates this agreement in accordance with clause 5.4, any outstanding Investment Applications will be cancelled and any money paid by an Investor in connection with those cancelled applications returned to the Investor without interest and at the Investor’s own risk within 20 business days of Crowdfunding receiving the written notice of the termination.
5.6 The Investor acknowledges and agrees that, while Crowdfunds does not currently charge a Fee to Investors, ancillary charges or fees may be payable to third parties in connection with an Investment. The Investor agrees and acknowledges that they are responsible for such charges and fees. The Investor undertakes to Crowdfunds that it shall pay such fees and charges and that it shall indemnify Crowdfunds against any losses, liabilities, costs and expenses resulting from a failure by the Investor to do so when they become due and payable.
6. Investment procedure
6.1 The Investor will be entitled to place Investment Applications during applicable Offer Periods.
6.2 Any Investment Application must be received by Crowdfunding via the Website or mobile application by the date specified by the Investee in the relevant Offer (“the Offer Deadline”).
6.3 Notwithstanding clause 6.2, Crowdfunds reserves the right (in its absolute discretion) to end, withdraw, cancel or revoke any Offer earlier than the end of the Offer Period or to extend the Offer Deadline.
6.4 The Investor acknowledges and agrees that all Investment Applications and consequent agreements are made between the Investor and the Investee, and that Crowdfunds will not be a party to such agreements. Without prejudice to the other provisions on this agreement, the Investee may accept or reject any Investment Application up until expiry of the period set out in the email referred to in clause 6.7.
6.5 The Investor acknowledges and agrees that Crowdfunds is not a party to the Investment between the Investee and the Investor and that Crowdfunds’ function is limited to providing the Services.
6.6 Subject to clause 6.7, the agreement to Invest between the Investor and the Investee is subject to the following pre-conditions:
6.6.1 at least 90% of the initial target investment amount set out in the Offer being received by the Investee from Investors by the Offer Deadline (unless Crowdfunds determines, in its absolute and sole discretion, that the investment amount confirmed or received is adequate in the circumstances);
6.6.2 there being no actual or contemplated material change to the Investee or the investment round, either before or after the expiry of the email set out in clause 6.7 and prior to the issue of shares, bonds, debt securities or fund units to Investors (such material change to be determined, without liability, by Crowdfunds in its absolute and sole discretion);
6.6.3 confirmation of satisfaction of any specific conditions set out in the Legal Review being received by Crowdfunds;
6.6.4 full payment in cleared funds of the amount required in connection with the Investor’s Investment Application (“the Subscription Price”) being received from the Investor by or before the due date set out in the relevant Offer;
6.6.5 full payment in cleared funds of the amount required from all other Investors in relation to an Offer being received by or before the due date set out in the relevant Offer (save to the extent waived by the Investee); and,
6.6.6 full payment in cleared funds of all fees and commissions due from the Investee to Crowdfunds.
6.7 If an Offer is successful (meaning that the minimum level of investment specified in the Offer is received by the end of the Offer Period, the Offer has not been brought to an end, cancelled, revoked or withdrawn (whether in accordance with clause 6.3 or otherwise) and the conditions in clause 6.6 have been met then: the Investee will instruct Crowdfunds to circulate a copy of the Investee's articles of association, bond/debt securities instrument or fund documentation and any other applicable documentation (as relevant) to each successful Investor by email with a request that each Investor inform Crowdfunds by email by a deadline specified in Crowdfunds’ email if he no longer wishes to proceed with the Investment.
6.8 If an Investor no longer wishes to proceed with the Investment then the Investor must inform Crowdfunds by email within the time period specified in the email referred to in clause 6.7, and in the absence of Crowdfunds receiving such email in time as aforesaid the Investor shall be deemed to have confirmed his order in consequence of which a legally binding contract will be formed between the relevant Investee and the Investor and the relevant shares, bonds/debt securities or fund units (as applicable) in the Investee will be issued to the Investor by the Investee.
6.10 Crowdfunds (and not, for the avoidance of doubt, the Investee or Investor) has absolute discretion to determine whether the conditions set out in clause 6.6 are satisfied at any time during the completions process prior to the issue of shares, bonds or fund units to an Investor by an Investee. Provided Crowdfunds makes such determination in good faith such determination shall be without liability on its part. Such determination is additionally subject to the matters set out in clause 9.14. If Crowdfunds determines that a condition is not satisfied, Crowdfunds may in its absolute discretion:
6.10.1 recirculate the email to Investors as set out in clause 6.7 to include (as required by Crowdfunds) the articles of association of the Investee and a disclosure statement detailing the unsatisfied condition. If an Investor no longer wishes to proceed with the Investment then the Investor must inform Crowdfunds by email within the time period specified in the email; or,
6.10.2 determine that the Offer is brought to an end, cancelled, withdrawn or revoked, either before or after the expiry of the time period in the confirmation email or the Offer Deadline. In these circumstances, if the time period set out in the confirmation email to Investors has expired, the contract to Invest between the Investee and Investor shall not complete and there shall be no legally binding contract between the Investee and Investor. Clause 6.11 shall apply in these circumstances.
6.11 If the Offer is unsuccessful (meaning that the minimum level of investment specified in the Offer is not received by the Offer Deadline, the Offer has been brought to an end, cancelled, revoked or withdrawn (whether in accordance with clause 6.3 or otherwise), any of the conditions in clause 6.6 have not been met) or the Investment Application is not completed for any other reason, the Investor's Investment Application will not be transferred to another Offer or Investee, and no substitute service will be provided.
6.12 The Investor confirms that, if an Investee does not reach the stated desired target level of investment as set out in its Offer (for any reason) neither the Investee nor Crowdfunds is required to inform the Investor of this failure. If this occurs the Investor agrees and acknowledges that they may still be required to purchase the shares, bonds or fund units stated in the relevant Investment Application, provided that the conditions in clause 6.6 are satisfied. If the conditions in clause 6.6 are not satisfied for any reason:
6.12.1 the agreement for investment between the Investor and Investee will not complete;
6.12.2 Crowdfunds will use its reasonable endeavours to arrange for the Investee to cancel the Investment made by the Investor; and,
6.12.3 if payment has already been made, Crowdfunds will use its reasonable endeavours to arrange the Investee to return the amount paid by the Investor, to the Investor.
6.13 The Investor consents to Crowdfunds releasing such information as is reasonably necessary to the Investee to allow the return of the amount paid, and the Investor undertakes to co-operate with Crowdfunds and the Investee, including in relation to any transaction fees or charges, to facilitate the cancellation of the Investment and the return of the amount paid.
6.14 The terms relating to the provision of any rewards for investment advertised with the Offer shall constitute part of the agreement formed between the Investor and the Investee pursuant to clause 6.7. Crowdfunds shall not be responsible for the provision of such rewards and shall not be liable for any delay or failure of the Investee in the provision of such rewards.
6.15 The Warranties are given by the Investee to the Investor. Crowdfunds accepts no responsibility for the accuracy or enforceability of any of the Warranties. Any Investor who seeks to enforce any of the Warranties shall bear all costs incurred in connection with such enforcement.
6.16 At any time prior to the expiry of the period specified in the email sent by Crowdfunds pursuant to clause 6.7, Crowdfunds may cancel any Investment Application made by the Investor that Crowdfunds deems, in its absolute discretion, to be malicious or otherwise detrimental to the Investee or Crowdfunds. This includes, without limitation, Investment Applications made for the purpose of disrupting or causing the closure of an Offer where the Investor has no intention of paying the amount required by its Investment Application. The Investor shall indemnify Crowdfunds for any losses, liabilities, costs or expenses incurred by Crowdfunds in connection with the removal of an Investment pursuant to this clause.
6.17 In the event that the Investor is connected with the Investee, they shall be deemed to have waived any right they may have to cancel their Investment pursuant to clauses 6.8 or 6.10.1. In this clause 6.17, “connected with” means being:
6.17.1 a director of the Investee
6.17.2 a person named in the “Team” section of the relevant Offer;
6.17.3 a spouse, civil partner, parent, child, sibling of any person included in the categories set out at clauses 6.17.1 or 6.17.2.
6.18 If an Offer is oversubscribed then the relevant Offer document(s) will detail how Crowdfunds and/or the Investee will deal with that situation, which might be bringing an end to, revoking, cancelling or withdrawing an Offer or widening the amount of shares, bonds or fund units available or a different resolution.
6.19 The Investor shall ensure that the relevant Subscription Price is paid in accordance with the Offer, and if appropriate shall agree to a payment service provider’s terms and conditions or otherwise provide satisfactory evidence of payment to Crowdfunds. It is the Investor’s responsibility to ensure that any such payment arrangements are established and maintained and that monies are transferred in accordance with the Investment Application and the Offer.
7. Inheritance and insolvency
7.1 Investors are encouraged to ensure that their personal representatives (in the case of death) are notified about any relevant Investment Applications.
7.2 Investors should make arrangements to enable the Investor's Investment Application(s) to be withdrawn on the occurrence of the Investor's death, insolvency or incapacity before it is converted to an irrevocable Investment. Crowdfunds accepts no responsibility or liability for Investment Application(s) not being withdrawn before being converted to an irrevocable Investment.
7.3 Investors, or in accordance with clause 7.1, their personal representatives, are entitled to withdraw their Investment Application(s) at any time prior to it becoming an irrevocable Investment upon the expiry of the confirmation email as set out in clause 6.7.
8. Investee articles of association, bond instrument or fund documentation
8.1 the Investor acknowledges that, as a consequence of them Investing, they shall be subject to the provisions of the Investee's articles of association, bond instrument or fund investment agreement or other relevant documents (in each case, as applicable to their Investment). The Investor acknowledges and agrees that the articles of association, bond instrument, fund investment agreement or other investment document may include certain restrictions on the shares, bonds, debt securities or fund units issued and certain rights and obligations will attach to such shares, bonds or fund units.
8.2 The articles of association will be in the form notified to the Investor by Crowdfunds in the confirmation email referred to in clause 6.7 and/or as set out with the Offer and may be subject to other documentation or disclosures.
All investment products carry risks. The documents accompanying each Offer will cover risks specific to that individual Offer. Please carefully and fully read the following general risks involved when investing through Crowdfunds.
9.1 Personal Decision to Invest
A decision to invest in an Investee is a personal decision by you and no responsibility for the consequences of that decision is accepted by Crowdfunds or by any of its partners, directors, agents, employees or other members. To invest through Crowdfunds you need to take responsibility to ensure that you understand the risks.
9.2 Selling an Investment
There is unlikely to be an active secondary market available through which you may sell your Investments. In particular, some shares, bond or debt securities Investments may severely restrict your ability to transfer them. You should be prepared to hold your Investment for the full term without recourse to your capital. As an investor you should be aware that no established market exists for the investments shown on this investment platform, and such investments 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.
9.3 Loss of Investment
You can lose your Investment completely. Investments, whether in new or existing businesses, carry high risks as well as the possibility of higher returns. Accordingly, each Investor should consider very carefully whether each Offer is suitable in the light of their own personal circumstances, commitments and available financial resources. Engaging in any Investment may expose you to a significant risk of losing all of your Investment. If an Investee fails/becomes insolvent, it is likely that you may lose all, or part, of your Investment and receive no outstanding or future interest payments and neither the Investee or Crowdfunds will pay you back your Investment.
9.4 Diversify Investments
It is highly recommended that Investors maintain a balanced portfolio. Diversification by spreading your money across different types of Investments may reduce your overall risk. Investors should only invest a proportion of their available funds via Crowdfunds’ platform due to the higher risks involved.
9.5 Past Performance
Past performance is not a reliable indicator of future performance. You should not rely on any past performance as a guarantee of future investment performance. The value of Investments may go up and/or they may go down.
9.6 Shares/Equity Investments
It is unlikely that the Investees displayed on the platform will pay dividends. Therefore, assuming the Investee is successful, you may not receive any return on your Investment until the shares are sold.
General Risk Comments
9.7 The Investor acknowledges and agrees that Crowdfunds' affiliates, and/or the proprietors, officers or employees of Crowdfunds and/or such affiliates may consider expressing interest or subscribing for shares, bonds or fund units in an Investee. The Investor agrees that they have not relied on the same in making a decision of whether or not to Invest and further confirms that any decision by them to Invest in an Investee is not based upon any representation, information, action, omission or otherwise of Crowdfunds, its subsidiaries or affiliates or the proprietors or employees of Crowdfunds, its subsidiaries or its affiliates.
9.8 The Investor agrees and acknowledges that Crowdfunds approves each Offer as a financial promotion but does not provide advice or any form or recommendation regarding the suitability or quality of the Investment. The Investor agrees and acknowledges that the approval of the Offer as a financial promotion by Crowdfunds, or the investment in an Investee by any person referred to in clause 9.7 is not an indication of approval of the Offer generally, and the Investor confirms that it shall take no inference from or make any reference to the same in reaching the decision of whether or not to Invest.
9.9 The Investor agrees and acknowledges that the Website includes a forum which is an integral part of an Investee's Offer which is intended as a service to Investees to put them in contact with Investors, and thus that Crowdfunds' investigation of the Investees and the content of their Offers is limited. Accordingly, Crowdfunds gives no confirmation, warranty or representation and assumes no liability in respect of the Investees or the content of their Offers.
9.10 The Investor must make their own assessment of the viability, accuracy and prospects of the Investees, their Offers and any relevant investment propositions and should consult their professional advisers should they require any assistance in making such an assessment or should the Investor require any services whatsoever in connection with Crowdfunds. In particular, the attention of the Investors is drawn to the disclaimer, risk warning and regulatory notice on or with each Offer.
9.11 The Investor warrants and undertakes to Crowdfunds that:
9.11.1 the Investor has categorised themselves correctly under clause 4.1;
9.11.2 they shall comply with any terms and conditions associated with the use of the forums on the Website, and in particular undertakes not to post any illegal, defamatory or inappropriate material or advice to Invest; and
9.12 The Investor agrees and acknowledges that Crowdfunds will in its absolute discretion have the power to determine whether posts by Investors breach clause 9.11 or are otherwise inappropriate. If so, the posts may be removed by Crowdfunds.
9.13 The Investor acknowledges that Crowdfunds does not provide the Investor with any advice or recommendations in relation to Offers. Nevertheless, it is typically considered prudent for Investors to consider spreading their risk over multiple Offers and Crowdfunds encourages this approach.
9.14 The Investor agrees and acknowledges that in approving the Offer as a financial promotion, Crowdfunds has concluded that the Offer, taken as a whole in the context of the above, is fair, clear and not misleading. The Investor acknowledges that Crowdfunds has reviewed any factual statements included within the Offer and obtained evidence of their accuracy from the Investee. However, the Investor's attention is drawn to the fact that this evidence is obtained from the Investee itself and has not been audited by Crowdfunds, which means that it may contain inaccuracies, be incomplete or fraudulent.
9.15 The Investor agrees and acknowledges that Crowdfunds has checked that aspirational statements contained within the Offer are phrased appropriately in light of their speculative nature. However, the Investor acknowledges that the Investee is likely to be a start-up company and as such may have high ambitions which may be unachievable and exaggerated. The Investor acknowledges that Crowdfunds may approve statements that convey those ambitions even where it does not believe, or does not have a view on whether it is likely, that they will be fully realised and the Investor acknowledges that Crowdfunds encourages Investors to consider the information provided in the context in which it is being provided.
9.16 The Investor acknowledges that Crowdfunds gives no confirmation, representation, warranty or undertaking relating to any assertion made by Investees, including, without limitation, that the Investee and the Investment will qualify for or be subject to any tax benefits such as EIS and SEIS or that these tax benefits are pending approval of HMRC. The Investor acknowledges and agrees that tax benefits may change or be disqualified and shall not hold Crowdfunds liable for any loss arising as a result of a tax benefit (including, without limitation, EIS or SEIS) not applying to an Investment, including without limitation in circumstances where tax has been ‘clawed back’ from an Investor by HMRC.
9.17 The Investor acknowledges that tax treatment depends on the individual circumstances of each Investor and may be subject to change in future.
9.18 The Investor acknowledges that he is solely responsible (before making an Investment or an Investment Application) for obtaining his own tax and/or financial advice from his own independent professional advisors, and that no responsibility is accepted or assumed by Crowdfunds in relation to tax and/or the suitability of any of the Investments to the Investor.
9.19 Where an Investor invests via a nominee, the nominee company is responsible for the administration of the nominee and trust agreement in accordance with the relevant trust agreement. Neither Crowdfunds, nor any subsidiary or holding company of Crowdfunds, or any other subsidiary of Crowdfunds’ holding company is a party to, or trustee under, the relevant nominee or trust agreement or otherwise responsible for the Investor’s beneficial shareholding via the nominee company or otherwise and is not liable for the actions or inactions of the nominee company or for loss or damage of any nature arising from an Investors Investment via a nominee.
9.20 Any money or assets held by Crowdfunds (or any subsidiary or holding company of Crowdfunds) for the Investor shall be held in accordance with all applicable rules set out in the FCA Handbook. Crowdfunds’ client money bank account is a non-interest-bearing bank account.
10. Limitation of liability
10.1 Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence or act or omission of either party or their agents or employees nor for fraud by or on behalf of either party.
10.2 Nothing in this Agreement shall limit any liability to the extent that liability may not be excluded or limited by any applicable law or regulation.
10.3 Subject to clauses 10.1 and 10.2, Crowdfunds' liability (and that of their directors and officers) in contract, tort, negligence, pre-contract or other representations or otherwise arising out of this agreement or the performance of its or their obligations under this agreement shall be limited in aggregate to the lesser of: (a) the total amount Invested in the Offer by the Investor on www.crowdfunds.net up to the date of the event leading to the claim, and (b) £1,000.
10.4 Crowdfunds shall not be liable in contract, tort (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise under this Agreement for:
10.4.1 any economic losses (including loss of revenues, profits, contracts, business or anticipated savings); or,
10.4.2 any special, indirect or consequential losses; whether or not such losses were known to the parties at the commencement of this Agreement.
11.1 Subject to clauses 11.2 and 11.3, the Investor may terminate this agreement by giving 14 days' prior notice by email to Crowdfunds from the date on which you submit your Investment Application. Such notice shall not terminate any binding agreement between the Investor and the Investee coming into force prior to the termination of this agreement.
11.2 If an Investor has an outstanding or incomplete Investment Application for Investment which has not been resolved in accordance with clause 6, the Investor may only terminate this agreement if they have:
11.2.1 served written notice by email on Crowdfunds; and,
11.2.2 withdrawn their Investment Application from the ongoing Offer either via the Offer or by responding to the confirmation email confirming their withdrawal in accordance with clause 6.
11.4 Once an Investment has been confirmed in accordance with clause 6, the Investor has entered into a contract with the Investee on such terms as are agreed with the Investee, and Crowdfunds shall have no further obligations or involvement in the Investment unless otherwise notified to the Investor.
11.5 Crowdfunds may terminate this agreement at any time in the event that:
11.5.1 the Investor breaches these terms;
11.5.2 the Investor fails to provide money laundering documentation requested by Crowdfunds in accordance with clause 3; or,
11.5.3 Crowdfunds suspects that the Investor has been involved in any criminal or otherwise improper activities.
11.6 If Crowdfunds terminates this agreement in accordance with clause 11.5 whilst the Investor has an ongoing Investment Application that has not been completed by the issue of shares, bonds or fund units in the relevant Investee, Crowdfunds reserves the right to inform the Investee of the termination and take such steps as are necessary to ensure that the Investor's Investment Application is not completed.
11.7 Clauses 6, 7, 8, 9 and 10 shall survive termination of this agreement.
11.8 Termination of this agreement by either party shall not affect any rights or liabilities of either party which accrued before the date of termination.
12. Early drawdown of funds
12.1 This clause applies where the Investor has entered into a binding subscription agreement with the Investee and transferred the amount payable ("Pre-Committed Investment") to the Investee prior to the email referred to in clause 6.7 being sent.
12.2 Where this clause applies, the Investor:
12.2.1 agrees that the Investee may draw down and keep, retain or spend (as it thinks fit) the Pre-Committed Investment at any time after the receipt of such Pre-Committed Investment and that there is no guarantee that any further funds will be raised via the Offer;
12.2.2 waives any right he or she may have to cancel, withdraw or revoke the Pre-Committed Investment in accordance with clause 6 or otherwise;
12.2.3 agrees that completion of the Pre-Committed Investment shall not be subject to the conditions set out in clause 6.6 and that the Investor may be subject to additional risks of investment which are outside of Crowdfunds’ control;
12.2.4 agrees that, in the event that the Offer is cancelled, withdrawn or revoked for any reason, the Investee shall be solely responsible for issuing the shares, bonds or fund units (as applicable) in respect of the Pre-Committed Investment; and
12.2.5 acknowledges that the delay between receipt of the Pre-Committed Investment and the issue of shares, bonds or fund units in respect of such Pre-Committed Investment may prejudice any tax relief to which the Investor may otherwise be entitled and agrees to take professional tax advice as required.
13. Complaints and queries
13.1 Should an Investor have any complaints or queries about the Services provided by Crowdfunds or this agreement, they should, in the first instance, contact Crowdfunds on 020 3930 8110 or in writing to Crowdfunds at 1 High Street, Watlington, Oxford, OX49 5PH.
13.2 Complaints may subsequently be addressed directly to the UK Financial Ombudsman Service - contact details: 0300 123 9 123 or 0800 023 4567 FREE.
13.3 Investors are treated as customers of Crowdfunds and may therefore have the potential to be compensated out of the Financial Services Compensation Scheme in the event that Crowdfunds should fail in the conduct of its FCA regulated activities. However, Investors will not be able to claim under the Financial Services Compensation Scheme merely because an Investee fails to, or does not, perform to expectations.
13.4 Communications with, to or from Crowdfunds shall be in the English language.
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
15. No partnership or agency
15.1 Nothing in this agreement is intended to, or shall be deemed to:
15.1.1 create any partnership or joint venture between any of the parties;
15.1.2 constitute any party the agent of another party; or
15.1.3 authorise any party to make or enter into any commitments for or on behalf of any other party.
16. Assignment and variation
16.1 The provisions of this agreement shall not be assigned, transferred, mortgaged, charged or otherwise encumbered by the Investor without the written consent of Crowdfunds.
16.2 Crowdfunds may assign this agreement without restriction subject to compliance with applicable law and regulation save that in doing so Crowdfunds shall ensure that the obligations offered to the Investor by this contract shall not be materially changed to the detriment of the Investor.
16.3 Subject to clause 16.4, no variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). If any clause is deemed invalid or unenforceable, it shall not impact upon the remainder of this agreement which shall remain in force.
16.4 Crowdfunds reserves the right to amend on notice these terms and conditions at any time and upon receipt of such notice, if the Investor does not accept the amendment, the Investor shall have 10 business days to give notice to Crowdfunds to terminate this agreement. If no such notice is served the Investor shall be deemed to have accepted such variation.
17.1 Any notice or other communication required to be given to a party under or in connection with this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or (in any other case) its principal place of business or residential address, or sent by email to the email address notified to the other party in accordance with this agreement from time to time. The email address for the service of notices on Crowdfunds is firstname.lastname@example.org.
17.2 Any notice or communication shall be deemed to have been received if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address, or if sent by email, at 9.00 am on the next working day after transmission, or otherwise at 9.00 am on the second business day after posting or at the time recorded by the delivery service.
18. Governing law and jurisdiction
18.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
18.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).