“Claim” means claims, demands, actions, costs and expenses (including but not limited to legal costs and disbursements on a solicitor and own client basis), losses and damages.
“Completion” means the successful raising of money for a Property Company via the Crowd with Us Website or Offline.
“Contract” means a contract between the Developer and Crowd with Us and, on each occasion when a Property Company accedes to these Conditions, that Property Company, based on and incorporating all of the Conditions set out herein.
“Crowd with Us” means Crowd with Us Limited and all associated companies. Crowd with Us is a trading name for Crowd with Us Limited. Crowd with Us Limited, a private company limited by shares incorporated in England and Wales with company registration number 09243491 and registered office at 3rd Floor, 207 Regent St, London, W1B 3HH.
“Deed of Adherence” means the deed of adherence set out in the Appendix through which each Property Company accedes to these Conditions.
“Escrow Account” means, an account set up and maintained by the Payment Firm for the benefit of a Property Company, which is separate from the money of Crowd with Us and the Payment Firm.
“FCA and Related Rules” means the Financial Services and Markets Act 2000, the Companies Act 2006 and from time to time any amendments, extensions, applications or re-enactments and including any subordinate legislation made under them (including without limitation the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005).
“Fundraise” means where a Property Company issues bonds or shares via the Crowd with Us Website or Offline.
“Information” means all information provided by the Developer to Crowd with Us and their officers and members as part of the application by the Developer to raise funds for a Property Company via the Crowd with Us Website or Offline for the Offer (including without limitation any business plan, investment information memorandum (“Information Memorandum”), financial forecasts, accounts and other information about the Developer, a Property Company or their respective officers and/or shareholders).
“Investment” refer to definition of Investors.
“Investors” means any investor(s) who, via the Crowd with Us Website or Offline make an investment in a Property Company; via bonds or shares or any other form of security or financial instrument (an “Investment”). Subject to these Conditions and any other terms of the Crowd with Us Website (including any associated financial instruments), Investors may include Crowd with Us itself or its associates.
“Loss” means loss and/or damage (including costs and expenses relating to or arising out of such loss or damage) whether arising from contract, tort (including negligence) or otherwise.
“Offer” an offer to subscribe for bonds or shares or any other securities in a Property Company made via the Crowd with Us Website or Offline.
“Offline” denotes the promotion of the Offer other than via the Crowd with Us Website, in circumstances where Crowd with Us raises money for a Property Company or any other associate of the Developer through its contacts rather than through persons who register on the Website, or the Property Company, the Developer or any associated person transacts directly with investors in circumstances in which a fee is payable pursuant to clause 9.
“Payment Firm” means such appropriately authorised person as Crowd with Us may from time to time appoint to discharge the payment functions described in these Conditions, which may be Crowd with Us itself, and which, at the time of this Contract means Leetchi Corp. S.A. incorporated in Luxembourg with company number B173459, authorised as a financial institution by the CSSF under number W00000005 and operating in the UK under the business name “MangoPay”.
“Property Company” means the property investment company or companies that issue Investments in connection with each underlying Property Project, with each such company acceding to these Conditions through the Deed of Adherence and references to “a Property Company” including each such company, where more than one.
“Property Project” means the particular property project or projects in respect of which the Developer wishes to raise funds from time to time, details of which are promoted via the Crowd with Us Website, and in respect of which a Property Company is issuing Investments.
These Conditions prevail over any inconsistent terms or conditions contained, or referred to, in any correspondence between the Developer and Crowd with Us, on the Crowd with Us Website, or implied by law, trade custom, practice or course of dealing. No terms or conditions endorsed upon, delivered with or contained in any Developer’s correspondence with Crowd with Us shall form part of the Contract and the Developer waives any right which it otherwise might have to rely on such terms and conditions. The headings in bold in these Conditions shall not form part of the Contract, are for convenience only and shall not affect their interpretation.
These Conditions create legally binding obligations, which once accepted by the Developer and each Property Company, form a Contract, which can be relied upon and enforced by Crowd with Us. For the avoidance of doubt, it shall not be necessary for any Property Company to accede to these Conditions for them to be binding upon the Developer and Crowd with Us as between themselves. Where the Developer raises funds for a Property Company from investors via the Crowd with Us Website, then the investors shall also be entitled to rely on these Conditions and enforce the rights of Crowd with Us as if they were a party to the Contract. The Contract is binding upon the Developer, each Property Company and each of their successors and assignees. The Developer and each Property Company agrees that the opportunity to raise funds via the Crowd with Us Website is adequate consideration for this Contract.
The Developer and each Property Company represents and warrants that:
it has full capacity and authority to accept these Conditions and enter into the Contract (without the need for Crowd with Us to make any further enquiries) and that the signatory or signatories to these Conditions have capacity to bind them,
it has full power and authority to carry out the actions contemplated under the Contract,
it will perform its obligations under the Contract exercising all reasonable care and skill, and
it shall use the Crowd with Us Website only for legitimate and lawful activities and not as part of (directly or indirectly) any unlawful activities.
The obligations of Crowd with Us under this Contract shall terminate automatically when the Developer ceases to be registered on the Crowd with Us Website to raise funds (for any reason). Crowd with Us reserves the right to de-register (or procure the de-registration of) the Developer from the Crowd with Us Website at any time and for any reason (where no compensation shall be payable to the Developer). Notwithstanding such termination of Contract these Conditions shall remain enforceable against the Developer and each Property Company by Crowd with Us, its advisers and/or Investors, at any time when a Property Company has not discharged its obligations to investors in full and termination shall not affect obligations that have already been incurred prior to termination including, without limitation, the obligation of the Developer and each Property Company to pay on-going fees in accordance with clauses 8 and 9.
The Developer and each Property Company shall ensure and hereby warrants and represents that all Information provided by or on behalf of the Developer and each Property Company to Crowd with Us (and as a consequence to Investors and potential investors who review such Information or any part of it) is true and accurate, shall comply with English Law and shall not be misleading.
Crowd with Us reserves the right
not to accept any application by the Developer, a Property Company or their associates to register on the Crowd with Us Website to raise funds where it is not satisfied with any of the Information provided, and
to de-register (or procure the de-registration) of the Developer, any Property Company and their associates from the Crowd with Us Website at any time, for any reason whatsoever. The Developer acknowledges and agrees that Crowd with Us is not responsible for reviewing the Information or giving any advice to the Developer in relation to its proposed promotion of any deals and any fund-raising activities via the Crowd with Us Website and that where any information is provided by Crowd with Us, then the Developer is responsible for taking its own professional advice and that it shall not rely on such information without first taking its own professional advice in relation to such information.
Crowd with Us shall charge the Developer and each Property Company fees in accordance with a separate fee letter. Such fees shall normally include, but not be limited to, listing fees, fundraising fees, exit management fees, management and monitoring fees and security enforcement costs. The Developer must pay the relevant listing fee to Crowd with Us before a Property Project can appear on the Crowd with Us Website unless otherwise agreed in writing between Crowd with Us and the Developer. If a fundraise is not successful for reasons beyond the control of the Developer and Property Company, then Crowd with Us shall refund any portion of the Listing Fee that was referable to its own costs, but not any portion referable to third party costs (such as a solicitor). Crowd with Us shall determine whether any unsuccessful raise was contributed to by the Developer or Property Company at its discretion, acting reasonably. The Developer and the relevant Property Company shall be jointly and severally liable in respect of all fees payable in respect of a particular Property Project.
the Developer and the investor knew each other in an investment context prior to dealing with each other through Crowd with Us; and
Crowd with Us has specified in writing that a fee shall not be due.
The Payment Firm makes payments to and from the Developer, Property Company and Investors via the Crowd with Us Website through client accounts it establishes for each party. Each Property Company opens an Escrow Account with the Payment Firm, which entails entering a direct relationship with the Payment Firm. Each Property Company authorises Crowd with Us to manage this Escrow Account on its behalf to deduct all fees due to Crowd with Us or third parties (including the Payment Firm) from the Developer and/or Property Company. The Developer and each Property Company authorise Crowd with Us to appoint a new Payment Firm from time to time and authorise the Payment Firm to accept Crowd with Us’s instructions to pay balances to any new Payment Firm without seeking their further consent. The Payment Firm may rely on the provisions of this clause as if it were a party to the Contract.
No guarantee is given by Crowd with Us or its respective officers or members that any Property Company will be successful in raising funds via the Crowd with Us Website. Further, no guarantee is given that the members of Crowd with Us who have access to the Information will keep it confidential or make comments (online or otherwise) about the Information or the Developer generally, and the Developer acknowledges that it is not the responsibility of Crowd with Us to monitor or control any such actions by affiliated persons of Crowd with Us. No guarantee is given by Crowd with Us that the Crowd with Us Website will always be live. To the fullest extent permitted by law, Crowd with Us will not be liable for any delay or failure made by Crowd with Us performing its obligations herein if the delay or failure results from any cause or circumstance whatsoever beyond its reasonable control, including any breach or non- performance of these Conditions by the Developer or a Property Company or any breach or non-performance by any prospective Investor(s) in relation to any terms and conditions as set out on the Crowd with Us Website.
The Developer (to the extent that it controls the Property Company) and each Property Company acknowledges and agrees that the Property Company shall not directly or indirectly offer any of its shares, bonds or other securities to persons who are not registered as prospective Investors on the Crowd with Us Website or otherwise permit such persons from engaging in any investment activity in or with the Property Company, in each case unless it does strictly in accordance with the law and all FCA and Related Rules.
The Developer and each Property Company acknowledges and agrees that to comply with FCA and Related Rules (and specifically the requirement set out in section 85(1) of the Financial and Services and Markets Act 2002) as part of the raising of funds by the Property Company via the Crowd with Us Website, it shall restrict any Fundraise via the Crowd with Us Website so that it is either exempt from the requirement to prepare a prospectus that has been approved by the UK Listing Authority, or that Crowd with Us has agreed to assist with the preparation of such a prospectus.
ensure that the subscription monies of the Investors may only be used by the Developer for the purposes set out in the Information Memorandum for the Property Project,
ensure that the Property Company enters into such documentation as may be required by Crowd with Us as a condition of the Fundraise; and
otherwise comply fully with the terms of any other documents it issues or enters into in connection with investors, whether or not Crowd with Us is a party to such documents.
Crowd with Us shall not be liable to the Developer or any Property Company or its directors and/or shareholders for the following Loss whether or not the other party has been advised of the possibility of such Loss with regard to:
any indirect or consequential loss;
loss of revenue, business, profits, opportunity, interest or anticipated savings;
increased costs of working;
breach by the Developer, Property Company or Investors of applicable legal requirements;
loss of goodwill and reputation; or
claims by third parties (including without limitation by prospective investors or active Investors).
The aggregate liability of Crowd with Us to the Developer and the Property Companies (or their directors or shareholders) shall be limited to 100% of the fees paid by the Developer and/or Property Companies to Crowd with Us in connection with the Contract.
With respect to Crowd with Us, nothing in these Conditions excludes or limits any liability which it may have to the Developer and/or a Property Company in accordance with FCA Rules.
Crowd with Us may delegate the performance of functions under these Conditions to third parties that it considers are suitably skilled or qualified to perform those functions. Provided that Crowd with Us has selected these delegates with appropriate care and has periodically reviewed their appointment, Crowd with Us is not liable to you for any loss or damage sustained on account of the wrongful or negligent acts or omissions of any such delegate.
Nothing in these Conditions precludes the liability of Crowd with Us from losses a Developer and/or Property Company may sustain as a result of death or personal injury occasioned by their fraud or negligence or that of their directors, agents, servants or delegates.
Crowd with Us places reliance on the Information the Developer gives when registering with Crowd with Us on the Crowd with Us Website. In the event that the Developer provides false information, Crowd with Us will look to the Developer to indemnify it against any losses it may sustain or costs or expenses it may incur as a result.
Please note that any claim the Developer or Property Company may have under these Conditions can only be brought against Crowd with Us. No officer or affiliate of Crowd with Us or any other person shall be responsible for discharging the obligations of Crowd with Us under this Contract or otherwise have any liability with regard to such obligations.
Any obligations owed to Crowd with Us by the Developer and a Property Company shall be joint and several, provided that Crowd with Us shall not be able to recover any monetary amounts more than once.
Any monetary obligations owed to the Developer and a Property Company by Crowd with Us can only be recovered once and cannot be recovered separately by each party. In the event of conflict, the claims of a Property Company shall take precedence over the claims of the Developer.
These Conditions may be amended from time to time only with the prior agreement with the Developer in writing or email by a director or other duly authorised signatory of Crowd with Us.
No delay or failure by Crowd with Us in exercising or enforcing any of its rights or remedies under the Contract will prejudice or restrict its rights, nor will any waiver of rights by Crowd with Us operate as a waiver of subsequent rights.
If any of the Conditions or other provisions of the Contract are found by any court of competent jurisdiction to be void, illegal or unenforceable, such provision shall be deemed to be deleted from the Contract but the remaining provisions of the Contract shall continue in full force and effect insofar as they are not affected by any such deletion.
The Contract is personal to the Developer and each Property Company. Neither the Developer nor any Property Company shall assign, novate or otherwise dispose of the Contract or any part thereof, or purport to do so, without the prior consent in writing from Crowd with Us. Crowd with Us shall be entitled to assign, novate or otherwise dispose of its rights under the Contract or any part thereof to any third party by giving the Developer prior written notice of such assignment, novation or other disposal.
The Developer and each Property Company shall indemnify Crowd with Us, its officers and respective members and advisers and keep each of them indemnified against all Claims incurred by any of them, finally awarded against any of them or agreed by any of them as payable in any compromise or settlement agreement arising out of or caused by any of them suffering Loss, in each case as a result of the breach by the Developer or any Property Company of these Conditions. Crowd with Us shall not be entitled to be indemnified more than once in respect of the same amount and each Property Company’s indemnity is limited to the Property Project to which it is devoted.
This Contract is subject to English law, and all parties agree that the English courts have exclusive jurisdiction in respect of all matters (contractual or otherwise) arising from this Contract and its performance.