1.1 Crowd with Us Limited (firm reference number 707804), is an appointed representative of ShareIn Limited (“ShareIn”) which is authorised and regulated by the Financial Conduct Authority under firm reference number 603332. References in these Terms and Conditions to “Crowd with Us”, "we", "us" and "our" are to Crowd with Us Limited.
1.2 The Crowd with Us service is available to investors that become members through our website www.crowdwithus.london (the “Website”). We provide members with details of potential investments, such as bonds, loan notes and shares issued by companies (“Issuers”) established by property professionals for purposes set out in the relevant Issuer’s Information Memorandum on our Website.
1.3 We offer investments in companies that are connected with property investment. We offer more than one type of investment and you should read and understand the features of each particular investment, as described in the relevant Information Memorandum available on the Website, before deciding whether to invest. Investments may, without limitation, include shares which provide an indirect exposure to the movement of property; and debt instruments, such as bonds and loan notes, which offer a fixed return that is secured by a charge on property.
1.4 Investments are only available to persons who fall within certain categories of investor who are eligible to acquire non-readily realisable securities. For individual investors, this entails making a declaration that the investor is a high net worth individual, is sophisticated in investing, has received advice from an authorised firm, or will observe limits in acquiring non-readily realisable investments. Non-advised investors must demonstrate their understanding of the features and risks of investing. Investors who satisfy these criteria, as set out in more detail on the Website, will be eligible to become “members”. Only members can receive investment offers through the Website.
1.5 If you are eligible for membership, you can invest online and receive online investment reports. Your investment subscriptions and any investment returns shall be held by Leetchi Corp. S.A. (“MangoPay”) in an electronic wallet (e-wallet) pursuant to clause 4 and separate terms and conditions between you and MangoPay.
1.6 We will treat all members as retail clients for the purposes of the Financial Conduct Authority's rules (retail clients receive the highest degree of regulatory protections under those rules).
1.7 As a member of Crowd with Us, you are bound by these Terms and Conditions in relation to your use of our Website and your participation in investment opportunities. Users of the Website who are not members are 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 Privacy and Cookies Policy (available on the Website) each as amended from time to time. If you do not agree to the Terms and Conditions, you must stop using the Website immediately.
3.1 If you wish to subscribe for an investment, you will need to specify the size of the investment you wish to make and place funds in your Crowd with Us account.
3.2 Whether we choose to accept your application to invest will be at our absolute discretion, even if you are a member and satisfy our eligibility criteria, for example, but without limitation, because the offer is over-subscribed or under-subscribed or because of legal or regulatory matters. The allocation policy for each investment is based on a first-come-first-served basis, by reference to the time we receive your subscription payment. If it is not possible to allocate investments to you, we may hold your subscription for participation in a subsequent issue of like investments, although you will be entitled to request to have your unallocated subscription monies returned to you until they have been committed.
3.3 All bonds and loan notes will be governed by the terms of the Bond/Loan Note Instrument; the information you provide to us as part of your investment application (your “Investment Application”); the Information Memorandum; and these Terms and Conditions. All shares will be governed by the terms of the Issuer’s Articles of Association, your Investment Application, the Information Memorandum; and these Terms and Conditions. To the extent that there are any inconsistencies between these documents, the provisions of the Investment Application shall prevail over the Bond or Loan Note Instrument/Articles, which shall prevail over the Information Memorandum, which shall prevail over these Terms and Conditions.
3.4 We do not provide investment advice, legal advice or tax advice. In particular, we will not assess the suitability of an investment in light of your personal circumstances and you are responsible for making your own investment decisions. If you are in any doubt as to your own personal circumstances, you should seek such advice from an appropriately qualified professional.
3.5 We will not facilitate investment where we are aware that it is illegal, although it is your responsibility to ensure that you have complied with any relevant legal or regulatory restrictions that would prohibit you from investing.
3.6 If you wish to hold bonds or loan notes within an Innovative Finance ISA, the holding of those investments will be subject to separate terms and conditions with the ISA manager, in addition to these Terms and Conditions. In the event of conflict, the provisions of the ISA Terms and Conditions will prevail.
4.1 If we accept your application to make an investment, we will provide you with bank account details into which you should transfer your subscription amount (your “Crowd with Us account”). Payment must be made by electronic transfer or credit or debit card payment linked to a bank account in your name whose details you provide to us and which we have accepted (your “Nominated Account”), into your Crowd with Us account, where subscriptions will be held pending investment.
4.2 The Crowd with Us account will be held by and administered by an independent regulated electronic payment provider (MangoPay), which will make payments to and receive them from Issuers on your behalf. MangoPay also opens e-wallets in respect of each investor and Issuer for these purposes. MangoPay will pay any fees owing to Crowd with Us and other services providers (if relevant) out of the relevant e-wallet. You are required to enter into terms and conditions directly with MangoPay and Crowd with Us shall not be responsible for the discharge of MangoPay’s obligations under those terms and conditions, beyond having taken reasonable steps to ascertain that it is appropriately authorised to provide the electronic money services. We or another person selected by us may take over control of the Crowd with Us account at any time provided that we or they have appropriate regulatory permissions to hold client money and you authorise MangoPay to transfer any monies it holds for you in the Crowd with Us account to us or to such other person upon our instructions in those circumstances without seeking your express instruction to do so. We will notify you of any such transfer through your dashboard on the Website.
4.3 Your investments will not generally have voting rights attached to them, but you will be entitled to vote on any amendments we may propose to the Bond/Loan Note Instrument or the Articles of Association of the Issuer. Any voting rights you have will be set out in the relevant Information Memorandum.
4.4 You may request any your cash that has not been allocated to an investment, including investment returns, to be paid back into your Nominated Account. If you wish to change your Nominated Account, you may request to do so by email providing us with your proposed alternative account. Any alternative account must be in your name and be held with a bank or credit institution that is acceptable to us.
4.5 Payments to you will be made after deduction of any relevant tax. Regardless of whether we withhold tax, it is your responsibility to account for any taxes that may be payable to the appropriate authorities.
4.6 You can view details of the investments and money in your portfolio through the Website. For reporting purposes, we shall supply the par value and shall not attempt to provide current market valuations.
4.7 If you want us to hold money that has not been allocated in your Crowd with Us account in order to invest in future opportunities, you may do so. No interest is payable on money held in the Crowd with Us account and no fees are charged in respect of establishing the account. Crowd with Us or ShareIn may retain a payment representing interest on the money held in the Crowd with Us account.
4.8 The capital, dividend and interest repayments that are due to you will be received into your Crowd with Us account and will not be paid out to you or re-invested unless you provide us with express instructions. If balances have sat on your account for a long period of time, we may contact you to seek your instructions. We may offer the option to auto-investment or auto-re-investment on the Website in relation to bonds and loan notes. This would permit you to specify criteria against which you wish us to automatically invest cash balances on your Crowd with Us account.
5.1 There is no established secondary market for investments available through the Website and so you should normally expect to hold your investments until the redemption date, or beyond, if there is a significant default on the underlying investments.
5.2 If you find a buyer for your investments, you may sell them through us by providing us with details of the purchaser, the price to be paid and the number of investments to be sold. If the buyer wishes us to account to them for the investment proceeds, they will need to be registered as a Crowd with Us member (although we shall be able to refuse to accept membership applications at our absolute discretion).
5.3 We may (but are not required to) offer a bulletin board on the Website to assist members to buy and sell investments amongst themselves from time to time. Where we offer this service, we will facilitate transactions that a buyer and seller have agreed between themselves and have notified us of through the Website.
5.4 We may charge fees for registering transfers as set out in the Fees Table in the Appendix.
6.1 We do not charge fees to you for arranging for you to invest in newly issued securities, as we get paid by the Issuer. Accordingly, the returns quoted to you are not reduced by our fees.
6.2 We or other persons may, however, charge fees for facilitating the sale of investments before the end of their term or administering investments held in an Innovative Finance ISA.
6.3 Details of the fees we charge to you and to Issuers are set out in the Fees Table on the Website.
6.4 Unless otherwise stated, fees are quoted exclusive of VAT, where applicable.
7.1 If you no longer want to be a member of Crowd with Us, provided you have no investments with us, you can let us know by email and we will end your membership straight away. Termination will not affect the terms of any investment you have entered into.
7.2 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 or account inactivity for a period of 12 months or more. If you hold investments through us, our cancellation of your membership will not affect the charges we will levy to the Issuer and we will continue to maintain your account in accordance with clause 4.
8.1 Crowd with Us or its associates may provide some or all of the directors for the Issuer to help it comply with its obligations to investors.
8.2 If there is a default on your investment in respect of an Issuer of debt securities in which we have a financial interest, we will seek to procure the appointed independent directors to the Issuer or independent advisers to seek recovery if we deem that our interests conflict with yours. In normal circumstances, we anticipate that our interests will be aligned with the interests of investors in seeking a full recovery and keeping recovery fees to a minimum.
8.3 We may allow developers to take equity in investments that we promote. The developers will often have control over the management of the Issuer and investors having limited voting rights. Unless otherwise stated, we are not responsible for enforcing your rights against Issuers.
8.4 We receive payment of our fees from Issuers.
8.5 We may pay referral fees to persons who introduce an investor or a transaction to us.
8.6 Any other conflicts that are specific to a particular investment shall be disclosed in the relevant Information Memorandum on the Website.
8.7 You may request a copy of our full conflicts of interest policy at any time.
9.1 We and ShareIn have established procedures in accordance with the Financial Conduct Authority's rules for the effective consideration of complaints. Please contact us to request a copy of our complaint handling policy. We will refer complaints relating to ShareIn or MangoPay to the appropriate party on your behalf.
9.2 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 firstname.lastname@example.org. MangoPay is not subject to the jurisdiction of the Financial Ombudsman Service. Further information, including information about eligibility for the Financial Ombudsman Service is available at www.fos.org.uk.
9.3 ShareIn participates in the Financial Services Compensation Scheme (the “FSCS”). If we or ShareIn owe you money in connection with the Crowd with Us service and are unable to pay it, then you may be entitled to compensation from the FSCS, up to a maximum of £50,000.
9.4 If MangoPay becomes insolvent, any obligations it owes you will not be covered by the FSCS. Provided MangoPay has administered your account properly, its creditors should not be able to access money it holds for you in an e-wallet.
9.5 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@example.com or by going to www.fscs.org.uk.
10.1 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 Crowd with Us.
10.2 We shall not be liable to you for any loss or damage which you may suffer as a result of being a member of Crowd with Us or using the Crowd with Us 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 Crowd with Us 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.
10.3 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.
10.4 When we make forward-looking statements, we will base them on reasonable assumptions, but we shall not otherwise be responsible for the achievement of such statements where they are outside of our control.
11.1 Subject to clause 11.3 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.
11.2 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.
11.3 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.
12.1 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 Crowd with Us service, you agree to be bound by the terms of any such updates and amendments.
12.2 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 7. 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.
13.1 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.
13.2 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.
13.3 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.
13.4 In the event of our insolvency, MangoPay will continue to hold your money pending investment, but will not facilitate any new investments. MangoPay will notify you of changes to reporting requirements in such event.
13.5 In the event of ShareIn's or MangoPay’s insolvency, we shall attempt to find an alternative services provider to enable the continued provision of the services to investors.
13.6 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 and MangoPay, which shall be entitled to exercise rights under these Terms and Conditions, no other person shall have rights to enforce terms under the Contracts (Rights of Third Parties) Act 1999.
If you have any questions about these Terms and Conditions, or wish to contact us for any other reason, you can contact us by using any of the contact information details provided on the Website.
Fees charged to the Issuer
We charge fees to the Issuer rather than to investors. Accordingly, these fees do not affect the interest rate due to investors on bonds and loan notes. The following is a summary of the types of fee we charge to issuers:
1. Fundraising Fee
We will generally charge 5% + VAT to the Issuer of funds it raises through us. The exact percentage will be agreed on an investment-by-investment basis, but if it is not 5%, this will be disclosed in the relevant Information Memorandum.
The Fundraising fee will be increased by 25% if the Issuer raises money directly from Crowd with Us members without our consent.
2. Listing Fee
We shall charge a fixed fee to Issuers for listing their securities for investment on the Website.
3. Management and Monitoring Fees
We charge ongoing fees to Issuers in respect of management and monitoring activities we undertake on behalf of investors.
ISA Management Fees
We may introduce investor fees if we offer the ability for them to hold their investments in an Innovative Finance ISA:
Bulletin Board Fees
If we introduce a Bulletin Board to enable investors to buy and sell investments between themselves, we will charge fees to the seller for this service. Details of the fees will be provided if and when we introduce the Bulletin Board.