PropTech Crowd - Investment Terms and Conditions
These terms and conditions (“Conditions”) apply to each person (an “Investor”) who, either prior to or after registering, uses the ‘PropTech Crowd’ website at www.proptechcrowd.com (the “Platform”) to view investment opportunities and offers or to buy shares in property companies seeking investment that are listed on the Platform (each a “Property Company”).
PropTech Crowd Ltd (Firm Reference Number 772575) is an Appointed Representative of Share In Ltd (Firm Reference Number 603332), which is authorised and regulated by the Financial Conduct Authority.
- 1. Interpretation
Capitalised terms shall bear the meaning given to them in the definitions table at the end of these Conditions. Capitalised terms that are not defined shall, where applicable, bear the meaning ascribed to them in the Financial Services and Markets Act 2000, its subordinate legislation or the Glossary to the Financial Conduct Authority’s Handbook. Forms, documents and webpages available on the Platform shall use the same naming conventions in these Conditions.
- 2. Investor Acknowledgements
The Investor represents and warrants that, as a condition of registering to view investment offers through PropTech Crowd:
- if he is a living person, he is at least 18 years old;
- he has full capacity and authority to accept these Conditions and to carry out his obligations hereunder;
- unless he has obtained PropTech Crowd’s prior consent, he will act only for his own account and will not act as agent for another Investor;
- all Investor Information provided by the Investor (during the registration and/or investment process) is correct and accurate;
- such Investor Information may be used by PropTech Crowd to comply with all applicable legal requirements (eg anti-money laundering checks and compliance);
- such Investor Information may be passed by PropTech Crowd to each Property Company in which the Investor applies to make an investment (to enable the Property Company to carry out its own checks and ensure legal compliance); and
- the Investor shall promptly update, via the Platform, any changes to the Investor Information to ensure that such Investor Information remains correct and accurate.
- 3. Registration
- The general public may view information about investments available through the Platform, but in order to apply to invest in Property Companies or view investment offers, an Investor must register with PropTech Crowd. This entails providing information to PropTech Crowd to enable it to determine whether the Investor is eligible to invest and will typically entail undertaking checks with third party information providers to verify his identity.
- The Platform permits investment into non-readily realisable shares in Property Companies, which means that, although PropTech Crowd will facilitate the transfer of shares between Investors, there is no recognised market for such sales and Investors should be prepared to hold their shares until the investment is complete and profits have been distributed (through a dividend). PropTech Crowd will require Investors to demonstrate that they understand the risks of investment and either have sufficient assets, have investment experience or will not invest too high a proportion of their assets, as a condition to accepting their registration application.
- PropTech Crowd does not provide investment advice, legal advice or tax advice. In particular, it will not assess the suitability of an investment in light of the Investor’s personal circumstances and the Investor is responsible for making his own investment decisions. If the Investor is in any doubt as to his own personal circumstances, he should seek such advice from an appropriately qualified professional.
- PropTech Crowd reserves the right (in its absolute discretion):
- to reject any application by any person to register on the Platform as an Investor for any reason whatsoever; and
- to suspend or de-register the Investor’s account at any time and for any reason, which may result in the Investor not being able to buy new investments.
- Investors will be provided with login details in order to access their personal investment information. It is the responsibility of the Investor to keep these details secure and not to permit anyone else to use them. If an Investor wishes to provide access to his account to another person, he will need to apply to PropTech Crowd and permit it to perform anti-money laundering checks on them.
- 4. Investment
- Each investment that an Investor makes will be governed by the Deal Page on the Platform pertaining to that investment (such as the Offer Document, the articles of association of the Property Company and the terms of the Investment Application the Investor completes). Where there is an inconsistency between these documents, any contents of the Deal Page that are specific to the investment shall prevail over these Terms and Conditions.
- The Property Company will generally be managed by directors that are provided by PropTech Crowd or an associate. The Property Company may invest directly into real estate assets, or it may invest indirectly, such as through another company in which a property developer has an ownership interest. PropTech Crowd will generally be allocated shares in the Property Company in order to receive its Success Fee. The Deal Page shall provide details that are specific to the investment in question.
- The Property Company may either issue new shares to Investors, or Investors may buy shares from existing investors.
- The Investor’s Investment Application will stipulate the size of investment he wishes to make. Even if the Investor is a registered Investor, PropTech Crowd may, at its discretion, not accept any application to invest in a particular investment. This may, without limitation, be because the offer is over-subscribed or under-subscribed or because of legal or regulatory matters. Otherwise than as expressly stipulated, PropTech Crowd allocates shares to Investors on a first-come, first served basis.
- Although PropTech Crowd will not facilitate investment where it is aware that it is illegal, it is the Investor’s responsibility to ensure that he has complied with any relevant legal or regulatory restrictions that would prohibit him from investing.
- If PropTech Crowd accepts an Investment Subscription, it will provide the Investor with account details into which he should transfer the subscription amount. Payment must be made by electronic transfer from an account in the Investor’s name with a bank or credit institution that is acceptable to PropTech Crowd (the Investor’s “Nominated Account”). The Investor’s money will be held in his PropTech Crowd Account in accordance with condition 6 below.
- If the investment proceeds, the Investor will be awarded an allocation, which may be all or a fraction of the subscription amount he specified. The allocation shall be paid from the Investor’s PropTech Crowd Account to the Property Company, which shall issue shares in the Investor’s name. Rights attaching to the shares will be set out on the Deal Page. Investor’s voting rights are typically limited to the ability to appoint alternative directors to manage the Property Company.
- Any subscription that is not allocated will be returned to the Investor’s Nominated Account. If the Investor requires payment to be made to an account other than the Nominated Account, he must contact PropTech Crowd by email to make the request and provide a reason why the payment cannot be made into the Nominated Account. The different account must be in the Investor’s name and be held with a bank or credit institution. PropTech Crowd will not, in any event, be obliged to pay money to an account other than the Nominated Account.
- Distributions and sale proceeds will be paid into the Nominated Account. Where payment is made subject to withholding tax, it is the Investor’s responsibility to claim back any tax due and account for any taxes that may be payable to the appropriate authorities.
- Investors can monitor the investments and money in their portfolio through the Platform. PropTech Crowd will post relevant accounts and reports it receives from the Property Company.
- Investors can sell or transfer shares to other persons and PropTech Crowd will register the new ownership provided that: (i) PropTech Crowd is capable of identifying the transferee so as to discharge its anti-money laundering and other regulatory obligations; and (ii) it will charge a fee in accordance with condition 5.
- 5. PropTech Crowd fees and sums payable by the Property Company
- PropTech Crowd shall charge fees to the Property Company that are published on the Investment Application for each investment. These will typically include an Initial Fee, which is based on the percentage of funds raised for the Property Company, and a Success Fee, which is based on a percentage of the net profits distributable to Investors. The Success Fee will generally be represented by shares issued to PropTech Crowd by the Property Company, so that PropTech Crowd would receive a dividend on distributable profit on substantially similar terms to the dividends payable to Investors.
- Initial Fees shall become payable upon the raising of share capital for the Property Company and PropTech Crowd may retain them even if the Property Company subsequently has to return all or any of these proceeds of issue as a result of a legal claim against the Property Company by any Investor(s).
- If an Investor wishes to transfer his shares to another person, PropTech Crowd will charge £50 plus VAT registering the transfer.
- The Property Company may invest in companies owned by property developers, which results in the property developers and their associates having an interest in the revenue generated by the property. Details of the investment structure will be provided in the Offer Document for each Property Company.
- 6. Handling Investor money
PropTech Crowd arranges for an independent regulated electronic payment provider (MangoPay) to accept payments from Property Companies and Investors. MangoPay also opens electronic wallets in respect of each Investor (the Investor’s “PropTech Crowd Account”), which are used to receive Investor commitments prior to payment to the Property Company (less deductions of fees owing by the Property Company to PropTech Crowd, MangoPay or any other professional fees) and to receive sums due from the Property Company to the Investor (such as dividends or refunds). The Investor authorises PropTech Crowd to manage its electronic wallet as described above. Each Investor will be required to enter into terms and conditions directly with MangoPay and PropTech Crowd 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.
- 7. Liability
- Neither party (including, for the purposes of this Condition, their respective principal, officers, members or advisers) shall, notwithstanding any implied term of these Conditions, be liable to the other for the following loss whether or not the other party has been advised of the possibility of such loss: (i) any indirect or consequential loss; (ii) loss of revenue, business, profits, opportunity, interest or anticipated savings; (iii) increased costs of working; (iv) loss of goodwill and reputation; or (v) claims by third parties (including without limitation by any Property Company). Noting in these Conditions shall operate so as to exclude or limit PropTech Crowd’s liability in respect of its obligations under the UK regulatory system, fraudulent misrepresentation, or any other liability which by law it cannot limit or exclude.
- The Platform may not always be available on a permanent and continuous basis.
- To the fullest extent permitted by law, PropTech Crowd and its officers and owners will not be liable for any delay by PropTech Crowd in performing or for failure by PropTech Crowd to perform its obligations hereunder 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 an Investor or any breach or non-performance of the Property Company Terms and Conditions by a Property Company.
- 8. Confidentiality
- PropTech Crowd will handle all personal data provided by the Investor in accordance with its Privacy and Cookies Policy, which is available on the Platform. By accepting these Conditions the Investor acknowledges that he agrees to the Privacy and Cookies Policy.
- Property Companies will provide information to PropTech Crowd that may be shared with the Investor through the Platform. This includes, without limitation, any business plan, investment memorandum, financial forecasts, accounts and other information about the Property Company, its officers and/or shareholders. The Investor agrees to keep such Property Company information confidential and not to pass it or otherwise make it available to any third party who is not a professional adviser of the Investor who is also bound by obligations of confidentiality. This restriction shall not however restrict the Investor from passing such information to other Investors, to PropTech Crowd or to any applicable court or legal officers in connection with any legal proceedings.
- 9. Term and Renewal
These Conditions come into effect when the Investor accesses the Platform and shall continue indefinitely until such time as PropTech Crowd suspends or terminates the Investor’s access.
- 10. Amendments to the Conditions
These Conditions may be amended from time to time only with the prior agreement in writing or email by a director or other duly authorised signatory of PropTech Crowd, provided that such amendment will not affect the Investor adversely in respect of any investment already entered into.
- 11. About these Conditions
- These Conditions create legally binding obligations which, once accepted by the Investor, form a contract, which can be relied upon and enforced by PropTech Crowd and the Investor against each other. The Conditions are binding upon the Investor and his successors and assignees. Share In, the Property Companies and MangoPay may, to the extent they are reliant on the Investor complying with these Conditions, enforce their terms directly against the Investor, but the provisions of the Contracts (Rights of Third Parties) Act 1999 shall otherwise not apply to these Conditions.
- No delay or failure by either party in exercising or enforcing any of its rights or remedies under these Conditions will prejudice or restrict its rights, nor will any waiver of rights by a party operate as a waiver of subsequent rights.
- If any of these Conditions are found by any court of competent jurisdiction to be void, illegal or unenforceable, such provision shall be deemed to be deleted, but the remaining provisions shall continue in full force and effect insofar as they are not affected by any such deletion.
- These Conditions are personal to the Investor. The Investor shall not assign, novate or otherwise dispose of its rights under these Conditions or any part thereof, or purport to do so, without the prior consent in writing of PropTech Crowd. PropTech Crowd shall be entitled to assign, novate or otherwise dispose of its rights under these Conditions or any part thereof to any third party by giving the Investor prior written notice of such assignment, novation or other disposal.
- 12. Regulatory matters and conflicts of interest
By accepting these Conditions and doing business through PropTech Crowd, each Investor will become a retail client of PropTech Crowd for the purposes of the rules of the Financial Conduct Authority. PropTech Crowd will also treat Property Companies, whose interests will often conflict with those of Investors, as its clients. It is PropTech Crowd’s policy to act as a non-advisory intermediary between Investors and Property Companies and to encourage both parties to seek their own advice to extent that their interests conflict on a specific matter (including investment negotiations). PropTech Crowd may receive a listing fee and a success fee from Property Companies in respect of successful investments and it is therefore in PropTech Crowd’s interests for investment transactions to take place, but it is PropTech Crowd’s policy to only encourage transactions where long-term success appears achievable, as its reputation is aligned with the experience of Investors. Investors may request a copy of PropTech Crowd’s conflicts of interest policy at any time upon request.
- 13. Complaints and Compensation
- In the event that an Investor has a complaint about the PropTech Crowd Service, they should address it in writing to firstname.lastname@example.org. If the complaint refers to MangoPay, PropTech Crowd may pass the complaint to MangoPay to deal with the Investor directly. Investors may request a copy of PropTech Crowd’s Complaints Handling Procedures at any time. If PropTech Crowd is unable to resolve the complaint to the Investor’s satisfaction, he may have rights to refer the complaint to the Financial Ombudsman Service. Further information about the Financial Ombudsman Service is available at fos.org.uk.
- In the event of PropTech Crowd’s insolvency, Investors may be eligible for compensation in respect of any sums owing by PropTech Crowd to him from the Financial Services Compensation Scheme. Please note that PropTech Crowd’s insolvency should not affect the obligations that MangoPay (which is resident in Luxembourg) owes Investors under its terms and conditions. Further details of the application of the Financial Services Compensation Scheme are available at www.fscs.org.uk.
- 14. Governing Law and Jurisdiction.These Conditions shall be governed by the laws of England and shall be subject to the non-exclusive jurisdiction of the English Courts, to which jurisdiction the parties irrevocably submit.
means all information provided by the Investor to PropTech Crowd and their officers and members (including without limitation any personal data, investment criteria, confirmation of investment eligibility status (including self-certification and responses to questions about the Investor’s investment understanding) and other information about the Investor) as part of the Investor’s registration or any investment.
Means MANGOPAY SA, a public limited liability company incorporated in Luxembourg, with a capital of 2,000,000 euros and registered offices at 59 Boulevard Royal, L-2449 Luxembourg, listed under Number B173459 on the Luxembourg Trade and Company Register, approved as an electronic money institution by the Financial Sector Regulator (CSSF).
bears the meaning given to it in condition 5.
PropTech Crowd Account:
bears the meaning given to it in condition 6.