Legal Stuff

 

TERMS AND CONDITIONS

SECTION 1. Crowd2Let Capital Ltd CROWDFUNDING AGREEMENT

SECTION 2. General Website TERMS AND CONDITIONS

SECTION 3. MangoPay TERMS AND CONDITIONS

SECTION 1. Crowd2Let Capital Ltd CROWDFUNDING AGREEMENT

These are the terms and conditions on which all your investments in Crowdfunding Companies on the Crowd2Let crowdfunding platform at http://www.crowd2let.com (the “Website”) will be held. The Website is operated by Prosper Capital LLP (the “Operator”). The Operator is authorised and regulated by the Financial Conduct Authority, whose address is 25 The North Colonnade, London E14 5HS. In accordance with FCA Rules the Operator proposes to treat you as a Retail Client. Unless otherwise agreed, the Operator will communicate with you in English. You may contact the Operator, and the Operator may contact you, by telephone, in writing and by email.

1. DEFINITIONS

1.1 The following terms shall have the following meanings in this Agreement:

“Application” the online application form which will be completed by you each time you make an investment in a Crowdfunding Company on the Website;
“Conflicts Policy” our policy on managing conflicts of interest;
“Crowdfunding Company” means a company which you have invested in or which is available for you to invest in through the Website;
“Administrator” Woodside Corporate Services Limited or such other person as is authorised and regulated by the FCA and whom the Operator may appoint to provide receiving agent, custodial or nominee services for the Website;
“FCA” the Financial Conduct Authority (or any successor regulator);
“FCA Rules” all relevant rules and regulations made by the FCA from time to time which affect our performance of this Agreement;
“Investment Documentation” means the terms and conditions of each investment in a Crowdfunding Company, which must be accepted by you on the Website before you can invest;
“Investors” investors who invest in one or more of the Crowdfunding Companies;
“Nominee” WCS Nominees Limited, (an associate of the Administrator) or any other nominee or custodian appointed by the operator;
“Property Manager” means MRA Property or such other property management company as may be appointed by each Crowdfunding Company to manage the property held by it;
“Start Date” the date upon which you first invest in the Website under the terms of this
Agreement;
“Subscription Price” the subscription price to be paid for your Shares under the terms of the Investment Documentation;
“your Account” means the total of:
(a) all shares held by you in Crowdfunding Companies; and
(b) all cash held on your account (after deduction of expenses and charges);
“your Shares” means the shares held by you in each Crowdfunding Company you invest in.

1.2 Where this Agreement uses and defines a term that is also used in the Investment Documentation, the definition in this Agreement prevails.

1.3 Words and expressions defined in the FCA Rules which are not otherwise defined in the Agreement shall, unless the context otherwise requires, have the same meaning in this Agreement.

1.4 Any reference to a statute, statutory instrument, rules or regulations are taken to refer to such statute, statutory instrument, rules and regulations amended, re-enacted or replaced from time to time and to any codification, consolidation, re-enactment or substitution of them.

2. APPOINTMENT

2.1 This Agreement comes into force on the date you electronically sign the Application (or, if later, the date on which we complete any relevant procedures for the verification of your identity etc., in accordance with prevailing anti-money laundering regulations).

2.2 By completing and electronically signing the Application, you:
(a) appoint the Operator as manager of your Account;
(b) appoint the Administrator to act as custodian of investments in your Account; and
(c) agree to the terms of this Agreement.

2.3 Under the FCA rules you have the right to cancel this Agreement for a period of up to 14 days. In this regard, you are advised that:
(a) in order to cancel this Agreement, you must ensure that your written instructions to cancel are dispatched to the Administrator before the expiry of the 14 day cancellation period;
(b) if you cancel in accordance with (a), we will arrange for the return of your Subscription Price (but will deduct bank and transfer chatges (including charges levied by any electronic money provider) together with our expenses incurred in relation to your application to invest. We will use reasonable endeavours to return the balance of your Subscription Price within 30 days of receipt of your written instructions to cancel; and
(c) the cancellation right under this clause 2.3 applies only to any subscription in the 14 days and does not require us to cancel any previous investments which may already have been made for your Account.

2.4 The Operator is entitled at its discretion to reject your application in part or in full.

3. INVESTMENTS

3.1 There is no limit to the number of Crowdfunding Companies that you may invest in under this Agreement but your investment in any one Crowdfunding Company may not exceed the maximum amount being raised by that Crowdfunding Company at the time you invest. The minimum amount that may be invested in any Crowdfunding Company, after deduction of any charges, is £500. If you pay the Subscription Price using an electronic money provider, payment will be subject to a separate contract between you and the electronic money provider.   Any cash amounts paid to a Crowdfunding Company will be held in your Account in the name of the Administrator until it is used to subscribe for shares in a Crowdfunding Company. No interest will be payable to you on any amounts held in your Account.

3.2 Subject to this Agreement (and in particular but without limitation clause 3.4 below) and the Investment Documentation, we will exercise all rights relating to your Shares (including the execution of contracts on your behalf). We shall not, except as expressly provided in this Agreement or unless otherwise authorised, have any authority to act on your behalf or as your agent.

3.3 Subject to 3.4 and 5.6 below, you shall retain the right to exercise or direct the exercise of all voting and other rights attaching to your Shares. If your vote is required in relation to any of your Shares, we will request your guidance as to how you wish your vote to be exercised and shall direct the Nominee to vote in accordance with the wishes of the majority (by investment amount) of those Investors who respond.

3.4 You accept that we shall have the discretion to sell your Shares in a Crowdfunding Company or the property underlying the Crowdfunding Company where we believe that to do so is in the overall best interests of all Investors in that Crowdfunding Company.

3.5 We have categorised you as a retail client for FCA Rules purposes and accepted your application to invest in Crowdfunding Copanies through the Website on the basis of an assessment of this type of investment is suitable for you. That assessment has been conducted through your having provided us with information in the suitability questionnaire you completed when you registered as a user of the Website. We will rely on this information in assessing the suitability of the investment for you. You must let us know immediately if your circumstances change and this information is no longer correct.

4. TRANSACTIONS

4.1 In general, the number of shares in a Crowdfunding Company allocated to you will be calculated with reference to the proportion of money invested by you pro rata to the total amount of money invested by other investors into a particular Crowdfunding Company. Minor variations in the allocation made on behalf of your Account may occur in order to enable Investors to hold whole shares or other securities.

4.2 Crowdfunding Companies are unlisted private companies and it is unlikely that you will be able to sell your Shares until the property is sold and the Crowdfunding Company is wound up.

5. CUSTODY

5.1 By virtue of this Agreement and the Administrator’s Terms of Business, the Administrator will arrange for the safekeeping of investments and cash in your Account from time to time, and for the settlement of transactions, collection of income and the effecting of other administrative actions in relation to your Account. We have assessed the Administrator in accordance with the FCA Rules to ensure that it is an appropriate person to carry out its functions under this Agreement.

5.2 All investments in your Account will be registered in the name of the Nominee. They will therefore be beneficially owned by you at all times, although the Nominee will have the legal title to them and will hold any documents evidencing ownership.

5.3 Neither the Operator nor the Administrator may, subject to clause 5.4, lend your Account’s investments or documents evidencing ownership to a third party or borrow against the security of such investments or documents.

5.4 Individual customer entitlements will not be identifiable by separate certificates or other physical documents or external electronic record. In the event of an irreconcilable shortfall were the Nominee to default, all Investors will share in that shortfall pro-rata to their investments. On occasion, investments may be used to settle another person’s transaction, which will not affect the Administrator’s record of your entitlements. The Administrator may deliver or accept delivery of certificates on behalf of the Nominee. The Administrator accepts responsibility for holdings in the name of the Nominee and for the acts and omissions of the Nominee. The Nominee holds your Shares in a trust under which the interests of all Investors are created or extinguished on the making of acquisitions or disposals in accordance with this Agreement.

5.5 We or the Administrator may realise an investment in your Account in order to discharge any obligation that you may have under the Agreement, for example the payment of fees, costs and expenses.

5.6 You irrevocably empower and authorise us to direct the Administrator to exercise any conversion, subscription, voting or other rights relating to investments in your Account (which we may nevertheless exercise or refrain from exercising, at our discretion). You acknowledge and agree that the Administrator is not obliged to seek or to accept any instruction or direction directly from you to exercise any rights in respect of any investment in your Account.

5.7 Cash received from you or on your behalf will be deposited with an authorised credit institution in the UK in the name of the Administrator and with customer trust status, together with cash balances belonging to deposits held by the Administrator on behalf of third parties. Cash within your Account will be treated as client money (as understood under the FCA Rules), and will be deposited by the Administrator in a client bank account in the name of the Administrator with an authorised credit institution in the UK. No interest will be payable to you on any amounts held within your Account.

6. REPORTS AND INFORMATION

6.1 You will receive half yearly statements produced by the Administrator in respect of your Account for the periods ending on or around 5 April and 5 October.

6.2 Reports on your investments are available in your Crowd2Let dashboard
6.3 Details of dividends which are received in respect of investments in your Account will be provided in respect of each tax year ending 5 April and appropriate statements sent to you in accordance with sections 1105 of the Corporation Taxes Act 2010.

6.4 Contract notes will be provided on the Website for each transaction for your Account.

7. FEES AND EXPENSES

7.1 An initial fee of 5% of your Subscription Price will be payable to us.

7.2 Crowdfunding Companies will generally employ the Property Manager to manage property held by them. The fees of the Property Manager will be set out in the Investment Documentation, 9% of the gross rental yield will be charged by the Property Manager to each Crowdfunding Company.

7.3 An administration and compliance fee of 1% of the gross rental yield will also be charged by the Operator to each Crowdfunding Company. Should we or our associates receive transaction, directors or other fees from Crowdfunding Companies or third parties, we or our associates shall be entitled to retain these fees in full.

7.4 The Operator and the Administrator shall both be entitled to recover reasonable expenses incurred in relation to their respective functions under this Agreement.

7.5 The Administrator may deduct from your Account or the Crowdfunding Companies:
(a) an administration fee at the rate of £50 per annum payable in advance; and
(b) a dealing commission of 0.35% of the value of each transaction made on your behalf.

7.6 All fees, costs and expenses that are subject to VAT or any other taxation will be payable from your Account together with a deduction for VAT or such other taxation.

7.7 If at any time your Account does not have sufficient cash liquidity to pay in full any fees or expenses (plus VAT or other tax where appropriate) as and when these become due, we will carry forward such unpaid amounts and debit them to your Account when dividends are paid or when sufficient cash is generated through realisations of investments. Please note that we will provide for sufficient cash to be retained in your Account following realisations of your Shares to cover fees which we reasonably anticipate to fall due for a rolling 12 month period; this means that not all monies received from realisations in your Account will be available for immediate distribution. We reserve the right to charge interest on outstanding fees and will reflect any such interest actually charged in the periodic statements that you receive.

7.8 On termination, pursuant to clause 14, your liabilities, including fees and expenses, shall be allocated to your Account and, if there is insufficient cash, investments may be retained and/or realised in order to meet such outstanding liabilities.

8. YOUR OBLIGATIONS

8.1 By confirming your agreement to the Application you have made representations which we will rely upon. You must immediately inform us in writing of any material change in circumstance and any change in the information provided in the Application.

8.2 In addition, you must provide us with any information which we or the Administrator may reasonably request for the purposes of administering your Account.

9. DELEGATION AND ASSIGNMENT

9.1 We or the Administrator may engage agents, including associates, to perform any of our respective functions under this Agreement. We or the Administrator (as applicable) will act in good faith and with due diligence in the selection, use and monitoring of these agents. Any such engagement of agents shall not affect our or the Administrator’s respective acknowledgment of liability under this Agreement.

9.2 For the avoidance of doubt, we will not be liable for the acts or omissions of the Administrator or the Nominee and neither the Administrator nor the Nominee will be liable for our acts or omissions.

10. INTERESTS AND DISCLOSURE

10.1 We may provide services to any person, including to the Crowdfunding Companies, and shall not in any circumstances be required to account to you for any profits earned in connection with such services. However, we will use reasonable endeavours to ensure fair treatment as between you and other customers of the Operator in accordance with the FCA Rules and the Conflicts Policy.

10.2 We may promote transactions in which we or any associate of ours may have, directly or indirectly, a material interest or in relation to which we may have a relationship of any description with another party, which may involve a potential conflict with our duty to you. However, our employees are required to comply with the Conflicts Policy and disregard any such interest, relationship or arrangement when managing your Account.

10.3 A copy of the Conflicts Policy is available from us on request.

11. LIABILITY

11.1 Both we and the Administrator will at all times act in good faith and with reasonable care.

11.2 We shall not be liable for any loss to you arising from any decision you make to invest or not to invest in any of the Crowdfunding Companies or for other action taken in accordance with this Agreement, except to the extent that such loss is directly due to our negligence, wilful default or fraud.

11.3 Neither we nor the Administrator shall be liable for any defaults of any counterparty, agent, banker or other person or entity which holds money, investments or documents of title for you or for the Crowdfunding Companies. Notwithstanding this, the Administrator is fully liable for the Nominee.

11.4 In the event of any failure, interruption or delay in the performance of our or the Administrator’s obligations resulting from acts, events or circumstances not reasonably within the relevant party’s control, neither we nor the Administrator shall be liable or have any responsibility of any kind for any loss or damage suffered by you. Such acts shall include: war, riot, fire, civil commotion or acts of terrorism; severe weather conditions; industrial action; acts of governmental or regulatory authorities and breakdown of computer or communications systems.

11.5 Shares in Crowdfunding Companies will generally be unquoted securities. Unquoted securities carry a higher degree of risk than securities quoted on a stock exchange or regulated market. There is a restricted market for such securities and it can be difficult to obtain reliable valuations for them. By signing the Application and entering into this Agreement you confirm:
(a) your understanding that there is no promise as to the performance of any of your Shares; and
(b) that you have properly considered the risk warnings set out in the Investment Documentation or have taken professional advice as to their significance and importance as you judged appropriate.

12. TERMINATION AND EXIT

12.1 Each Crowdfunding Company will generally seek to offer Investors an opportunity to exit around the fifth anniversary of the purchase of the underlying property. However, the property market is cyclical and there may not be an opportunity to exit at a reasonable price or at all at that time. Each Crowdfunding Company will decide, after taking advice from the Property Manager, when it is appropriate to offer Investors an opportunity to exit. At such time, you will be asked to indicate your preference as to whether the underlying property of that Crowdfunding Company should be sold and if the holders of 50% or more of the voting shares in that Crowdfunding Company vote that the underlying property should be sold, then the Property Manager will seek to arrange a sale of the underlying property. On a successful sale of the underlying property the Crowdfunding Company which held it will be wound up and the remaining assets, less costs of sale, tax, expenses, outstanding fees and any other liabilities will be returned to shareholders.

12.2 You may withdraw the uninvested and uncommitted portion of your investment held as cash by the Administrator from your Account prior to termination of your Account by giving written notice to us. Upon receipt of your withdrawal notice we will promptly arrange for the transfer to you of the amount of cash you wish to withdraw. You should note that:
(a) notice of withdrawal, once served, is irrevocable;
(b) notice to withdraw all of the cash value of your Account at a time prior to the making of any investments is the equivalent of notice by you to terminate this Agreement;
(c) if you serve notice to withdraw from your Account money of such amount as would in our opinion make the remainder of your Account uneconomic or impracticable to administer under the terms of this Agreement, we may at our discretion elect to treat that notice as equivalent to a notice to terminate this Agreement (and we will advise you accordingly in writing);
(d) other than in the case of a termination referred to in (c), we are entitled to treat a notice to withdraw as being subject to our right to retain sufficient cash within your Account to meet our fees under clause 7 on the full amount of your investments (as if the withdrawal had not occurred).

12.3 Subject to the provisions of clause 13, you may terminate this Agreement on not less than three months’ written notice to us. Termination shall not require us to procure any purchaser for the Shares in your Account, nor to purchase them for our own account, and accordingly we do not give any commitment in the event of your terminating this Agreement that we will be able to sell your Shares or transfer them to you prior to the date on which your Account is terminated under clause 13.1.

12.4 If we:
(a) give you not less than three months’ written notice of our intention to terminate the Website as a whole, or our role as operator of the Website; or
(b) cease to be appropriately authorised by the FCA or become insolvent; or
(c) are unable to procure an appropriately authorised custodian,

we shall endeavour to make arrangements to transfer the cash and Shares in your Account to another operator or custodian on the basis that the latter shall assume the required role under this Agreement. If, however, in any such circumstances, we are unable to appoint a successor, this Agreement shall at that point terminate and, subject to clause 13, investments in your Account shall be transferred into your name or as you may otherwise direct.

13. CONSEQUENCES OF TERMINATION

13.1 On termination of this Agreement, we will use reasonable endeavours to expeditiously complete all transactions in progress at termination.

13.2 Termination will not affect accrued rights, existing commitments or any contractual provision intended to survive termination and will be without penalty or other additional payments, except that you will pay fees, expenses and costs properly incurred by us up to the date of termination and payable under the terms of this Agreement.

13.3 On termination, we may retain cash and/or realise Shares in your Account as may be required to settle transactions already initiated and to pay your outstanding liabilities, including fees and expenses payable to us and the Administrator under clause 7.

14. CONFIDENTIAL INFORMATION

14.1 The Property Manager, Operator and the Administrator will at all times keep confidential all information acquired in consequence of their respective roles and duties as manager of the properties owned by the Crowdfunding Companies, operator of the Website and custodian of the investments comprised within your Account, except for information in the public domain; or which we, the Property Manager or the Administrator may be entitled or required to disclose by law; or regulation or by the FCA, HMRC or other government agencies; or given by us to professional advisers where reasonably necessary for the performance of their professional services; or which you authorise us, the Property Manager or the Administrator to disclose.

14.2 None of the Property Manager, Operator nor the Administrator shall be obliged to make use of any information which comes to the notice of an employee, officer or agent of theirs or of any respective associate but properly does not come to the actual notice of the personnel whom we or they respectively designate to actually provide services under this Agreement.

15. COMPLAINTS AND COMPENSATION

15.1 We and the Administrator have established procedures in accordance with the FCA Rules for consideration of complaints. Details of these procedures are available on request. Should you have a complaint, you should contact either us or the Administrator, as appropriate. If we or the Administrator cannot resolve the complaint to your satisfaction, you may be entitled to refer it to the Financial Ombudsman Service.

15.2 We and the Administrator participate in the Financial Services Compensation Scheme, established under the Financial Services and Markets Act 2000, which provides compensation to eligible claimants in the event of a firm being unable to meet its customer liabilities. Payments under the protected investment business scheme are limited to a maximum of £50,000 per person. Further information is available from us or the Administrator, and from the FSCS web site www.fscs.org.uk.

16. COMMUNICATIONS

16.1 Notices of instructions to us should be provided electronically through the secure messaging service on the Website.

16.2 We may rely and act on any instruction or communication which purports to have been given by persons authorised to give instructions by you under the Application or subsequently notified by you from time to time and, unless we receive written notice to the contrary, whether or not the authority of such person shall have been terminated.

16.3 All communications which we make with you under this Agreement shall be in English.

16.4 You accept that we may communicate an unsolicited real time financial promotion (e.g. a telephone call promoting investments) to you.

17. GENERAL

17.1 We may amend this Agreement by giving you not less than 10 business days’ written notice by email to the email address provided by you when you first registered with the Website . We may also amend this Agreement by giving you written notice with immediate effect if such amendment is necessary in order to comply with the FCA Rules or other legal requirements.

17.2 All data which you provide to us or the Administrator is held by us or the Administrator subject to the Data Protection Act 1998. You agree that we and the Administrator may pass personal data:
(a) to other persons insofar as is necessary in order to provide services as set in this Agreement;
(b) to the FCA, HMRC and any other governmental or regulatory authority; and
(c) in accordance with all other applicable legal or regulatory requirements.

We will not share data obtained from you with other persons or in other circumstances without your prior consent.

17.3 We may assign this Agreement to any appropriately regulated associate, and will give you notice if we do so. You may not assign this Agreement as it is personal to you.

17.4 This Agreement, together with the Investment Documents, the Application and the Administrator’s Terms of Business, comprises the entire agreement between us, the Administrator and you relating to the administration of your Account.

17.5 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

17.6 If any provision of this Agreement shall be held to be invalid, unlawful or unenforceable to any extent, such provision shall not affect the validity, legality or enforceability of the remainder of this Agreement.

17.7 This Agreement shall be governed by and construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the English Courts.

18. CONFIRMATIONS AND REPRESENTATIONS

18.1 By electronically signing the Application, you confirm each of the following:
(a) you are applying for Shares on your own behalf;
(b) before you invest in any Crowdfunding Company you will read the relevant Investment Documentation and take its provisions into consideration, in particular with regard to the risk factors;
(c) you acknowledge that we will collect any dividends and other entitlements arising on your Shares, and that as the beneficial owner of your Shares you will be liable for all personal taxation in respect of your Account; however, you agree and understand that tax may be deducted from payments due to you if it is due to be deducted under any applicable law and practice.

SECTION 2. General Crowd2Let Website TERMS AND CONDITIONS

Introduction

These terms and conditions govern your use of this website; by using this website, you accept these terms and conditions in full. If you disagree with these terms and conditions or any part of these terms and conditions, you must not use this website.

You must be at least  18  years of age to use this website. By using this website  and by agreeing to these terms and conditions  you warrant and represent that you are at least  18  years of age.

This website uses cookies. By using this website and agreeing to these terms and conditions, you consent to our Crowd2Let.com use of cookies in accordance with the terms of Crowd2Let.com  privacy policy / cookies policy .

License to use website

Unless otherwise stated, Crowd2Let.com and/or its licensors own the intellectual property rights in the website and material on the website. Subject to the license below, all these intellectual property rights are reserved.

You may view, download for caching purposes only, and print pages  or  OTHER CONTENT   from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms and conditions.

You must not:

• republish material from this website (including republication on another website);

• sell, rent or sub-license material from the website;

• show any material from the website in public;

• reproduce, duplicate, copy or otherwise exploit material on this website for a commercial purpose;

  • edit or otherwise modify any material on the website; or
  • redistribute material from this website  except for content specifically and expressly made available for redistribution .

Where content is specifically made available for redistribution, it may only be redistributed within your organisation .

Acceptable use

You must not use this website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

You must not use this website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.

You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to this website without Crowd2Let.com express written consent.

You must not use this website to transmit or send unsolicited commercial communications.

You must not use this website for any purposes related to marketing without Crowd2Let.com express written consent.

Restricted access

Access to certain areas of this website is restricted.  Crowd2Let.com reserves the right to restrict access to  other  areas of this website, or indeed this entire website, at Crowd2Let.com discretion.

If Crowd2Let.com provides you with a user ID and password to enable you to access restricted areas of this website or other content or services, you must ensure that the user ID and password are kept confidential.

Crowd2Let.com may disable your user ID and password in Crowd2Let.com sole discretion without notice or explanation.

User content

In these terms and conditions, “your user content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to this website, for whatever purpose.

You grant to Crowd2Let.com a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media. You also grant to Crowd2Let.com the right to sub-license these rights, and the right to bring an action for infringement of these rights.

Your user content must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or Crowd2Let.com or a third party (in each case under any applicable law).

You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

Crowd2Let.com reserves the right to edit or remove any material submitted to this website, or stored on Crowd2Let.com servers, or hosted or published upon this website.

Notwithstanding Crowd2Let.com rights under these terms and conditions in relation to user content, Crowd2Let.com does not undertake to monitor the submission of such content to, or the publication of such content on, this website.

No warranties

This website is provided “as is” without any representations or warranties, express or implied. Crowd2Let.com makes no representations or warranties in relation to this website or the information and materials provided on this website.

Without prejudice to the generality of the foregoing paragraph, Crowd2Let.com does not warrant that:

this website will be constantly available, or available at all; or

the information on this website is complete, true, accurate or non-misleading.

Nothing on this website constitutes, or is meant to constitute, advice of any kind.  If you require advice in relation to any  legal, financial or medical  matter you should consult an appropriate professional.

Limitations of liability

Crowd2Let.com will not be liable to you (whether under the law of contact, the law of torts or otherwise) in relation to the contents of, or use of, or otherwise in connection with, this website:

to the extent that the website is provided free-of-charge, for any direct loss;

for any indirect, special or consequential loss; or

for any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss or corruption of information or data.´ü¼

These limitations of liability apply even if Crowd2Let.com has been expressly advised of the potential loss.

Exceptions

Nothing in this website disclaimer will exclude or limit any warranty implied by law that it would be unlawful to exclude or limit; and nothing in this website disclaimer will exclude or limit Crowd2Let.com liability in respect of any:

death or personal injury caused by Crowd2Let.com negligence;

fraud or fraudulent misrepresentation on the part of Crowd2Let.com; or

matter which it would be illegal or unlawful for Crowd2Let.com to exclude or limit, or to attempt or purport to exclude or limit, its liability.

Reasonableness

By using this website, you agree that the exclusions and limitations of liability set out in this website disclaimer are reasonable.

If you do not think they are reasonable, you must not use this website.

Other parties

You accept that, as a limited liability entity, Crowd2Let.com has an interest in limiting the personal liability of its officers and employees. You agree that you will not bring any claim personally against Crowd2Let.com officers or employees in respect of any losses you suffer in connection with the website.

Without prejudice to the foregoing paragraph,  you agree that the limitations of warranties and liability set out in this website disclaimer will protect Crowd2Let.com officers, employees, agents, subsidiaries, successors, assigns and sub-contractors as well as Crowd2Let.com.

Unenforceable provisions

If any provision of this website disclaimer is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of this website disclaimer.

Indemnity

You hereby indemnify Crowd2Let.com and undertake to keep Crowd2Let.com indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by Crowd2Let.com to a third party in settlement of a claim or dispute on the advice of Crowd2Let.com legal advisers) incurred or suffered by Crowd2Let.com arising out of any breach by you of any provision of these terms and conditions , or arising out of any claim that you have breached any provision of these terms and conditions .

Breaches of these terms and conditions

Without prejudice to Crowd2Let.com other rights under these terms and conditions, if you breach these terms and conditions in any way, Crowd2Let.com may take such action as Crowd2Let.com deems appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.

Variation

Crowd2Let.com may revise these terms and conditions from time-to-time. Revised terms and conditions will apply to the use of this website from the date of the publication of the revised terms and conditions on this website. Please check this page regularly to ensure you are familiar with the current version.

Assignment

Crowd2Let.com may transfer, sub-contract or otherwise deal with Crowd2Let.com rights and/or obligations under these terms and conditions without notifying you or obtaining your consent.

You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms and conditions.

Severability

If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

Entire agreement

These terms and conditions constitute the entire agreement between you and Crowd2Let.com in relation to your use of this website, and supersede all previous agreements in respect of your use of this website.

Law and jurisdiction

These terms and conditions will be governed by and construed in accordance with  GOVERNING LAW , and any disputes relating to these terms and conditions will be subject to the  non- exclusive jurisdiction of the courts of  JURISDICTION .

SECTION 3. MangoPay TERMS AND CONDITIONS

MANGOPAY Electronic Money

This agreement is important and you should read it carefully. It creates a legally binding agreement between you (hereinafter referred to as “You” or the “User”) and Leetchi Corp. S.A. (hereinafter referred to as the “Issuer”) relating to the use of Electronic Money issued by Leetchi Corp S.A. as a means of payment on the Website.

Leetchi Corp. S.A. is a public limited liability company incorporated under Luxembourg law, with a share capital of 500,000 euros. The Issuer is listed under number B173459 in the Luxembourg Trade and Companies Register. The Issuer is authorised to conduct its business in certain European Member States under the freedom of establishment, as an electronic money institution approved by the Luxembourg Financial Sector Supervisory Commission, whose address is at 110 route d’Arlon L-1150 Luxembourg and whose website is at: www.cssf.lu.

You can contact the Issuer at its registered offices, which are at 59 Boulevard Royal, L-2449 Luxembourg, or by email at: contact@leetchi-corp.com.

References hereinafter to the “Parties” are a reference to you and the Issuer.

Warning

Please carefully read these General Terms and Conditions for the Use of Electronic Money and the Financial Conditions communicated to you on the Website before accepting them.

The Framework Contract is concluded in English and all communication between the Issuer and You will be in English.

1. Definitions

For the purposes hereof, the words hereafter are defined as follows:

Account: Means an internal reference allowing the Issuer (i) to identify in its records each transaction involving the purchase, use and reimbursement of Electronic Money carried out on behalf of a User, and (ii) to determine the amount of Electronic Money available to the User at any time. The Account may under no circumstances be compared to a deposit account, a current account or a payment account.

Banks: Credit institutions that hold funds collected by the Issuer corresponding to the Electronic Money in circulation. The institutions selected are currently Barclays, Crédit Mutuel Arkéa and ING Luxembourg. The Issuer reserves the right to select any other credit institution based in a European Union Member State or in a State party to the agreement on the European Economic Area. The current list of the selected credit institutions is available upon request at Leetchi Corp S.A.

Business Day: Means between the hours of 9am and 7pm on any calendar day, apart from Saturdays, Sundays and public holidays, in France, Luxembourg and in the host country indicated in the Special Conditions, on which the payment infrastructures of all these countries and the Banks are open for business.

Card: The bank, payment or credit card used by the User to pay to the Issuer the purchase price of the Electronic Money. This card belongs to one of the following networks: Visa, MasterCard, CB, Amex.

Distributor: Means the entity whose contact information is stated in the Special Conditions and who operates the Website. The Distributor prepares, facilitates and advises its customers, for the purpose of concluding the Framework Contract through the Website. It assists the customers for the duration of their relationship with the Issuer within the context of carrying out Payment Transactions, including Purchases and Reimbursements of Electronic Money. To this end, the Distributor provides each User with a dedicated user service for Payment Transactions carried out hereunder. The Distributor does not collect funds apart from those agreed in the Financial Conditions.

Electronic Money: Means the monetary value available at any given time that represents a debt payable by the Issuer to the User. Electronic Money is issued by the Issuer in exchange for the User’s delivery of the corresponding funds and constitutes a means of payment exclusively accepted by the Recipients. The Issuer stores the Electronic Money on its server in an Account opened for this purpose.

Financial Conditions: Means the document comprising all the fees paid by the User for the purchase, use and management of Electronic Money, as provided in the Special Conditions of Use.

Framework Contract: Means the General Conditions for the Use of Electronic Money and the Special Conditions for the Use of Electronic Money.

General Conditions of Use of Electronic Money: Means the present document.

General Conditions of the Website: Means the general conditions of use of the Website concluded between the User acting as a customer of the Website and the Distributor, including those conditions governing access to the Website.

Issuer: Means Leetchi Corp. SA, an issuer of Electronic Money licensed in Luxembourg by the Financial Sector Supervisory Commission under reference n°3812 and entitled to conduct business in the host country indicated in the Special Conditions. The Issuer is on the list of electronic money institutions available at www.cssf.lu/surveillance/ep-eme/listes-officielles/.

Login: Means the data required for the Issuer to identify a User in order to carry out a Payment Transaction, consisting of a user name (valid email address).

Order: Means the instruction given by the User to the Issuer in accordance with the procedure specified in the Framework Contract, for the purpose of carrying out a Payment Transaction and/or Reimbursement.

Payment Page: Means the secure page provided by the Issuer’s electronic banking provider.

Payment Transaction: Means the transfer of Electronic Money to the User’s designated Recipient on the Website.

Recipient: Means the recipient of Electronic Money, being any natural or legal person acting on their own behalf, selected by the User from among the clients of the Website, who receives Electronic Money as part of a Payment Transaction. Any Recipient can also become a User upon acceptance of the Framework Contract, subject to the Issuer’s prior approval. In certain cases, the Recipient may also be the Distributor, in accordance with the Special Conditions.

Reimbursement: Means the transfer by the Issuer upon an Order from the User, of cashless payments corresponding to all or part of the available Electronic Money held by him/her, less any costs due.

Special Conditions of Use of Electronic Money: Means the form to be filled out by the User on the Website containing his/her personal data and the applicable Financial Conditions for Electronic Money.

User: Any natural or legal person acting on their own behalf and holding Electronic Money registered in an Account opened in their name, in order to carry out one or more Payment Transactions.

Website: Means the website operated by the Distributor with the aim of selling goods or services to

Users or to establish links between Recipients and Users. The address of the relevant Website is indicated in the Special Conditions.

2. Purpose

These General Conditions of Use of Electronic Money set out the conditions under which the Issuer will provide You with a means to pay the Recipients that you choose through the Website.

The proposed means of payment must be consistently prepaid by the User and will not be subject to any advance, credit or discount. It is based on the Electronic Money issued and managed by the Issuer.

The Issuer has authorised the Distributor to offer this means of payment to customers of the Website, to facilitate the conclusion thereof and to assist the Users for the duration of their relationship with the Issuer.

These General and Special Conditions of Use of Electronic Money constitute the whole Framework Contract entered into between the Parties regarding the issue, use and management of the Electronic Money issued by the Issuer. The User can, at all times and without any supplemental fees, obtain a copy of these documents on the Website. Only the Framework Contract shall be valid in case of any dispute between the parties.

3.User Registration

3.1Necessary preconditions for User registration

Any natural person of at least 18 (eighteen) years of age, with capacity to enter into legally binding contracts, as well as any legal person, resident of or registered in a European Union Member State or in a State party to the agreement on the European Economic Area or an equivalent third country that imposes the equivalent requirements regarding money laundering and the financing of terrorism, can request to open an Account, provided that they are a customer of the Website.

The User, a natural person, will be deemed to be acting exclusively for non-professional purposes.

3.2 Registration procedure and procedure for opening an Account

You must provide the Distributor with:

your surname, name, email address, date of birth and nationality (for natural persons); or

the name, corporate form, capital, head office address, business description, identities of associates and executives, as well as a list of beneficial owners as defined by the regulations (for legal persons),

if the Distributor is not already in possession of this information.

You must indicate a Login, consisting of a User name and a password, or connect via your Facebook account. You are solely responsible for the use of your Login and maintaining the confidentiality of your Login. You agree not to use the Account, name or Login of another User at any time, or to disclose Your Login to a third party.

You must protect the secrecy of your Login and password at all times and never disclose it to another person. You must take reasonable steps to keep Your Login and password safe and prevent fraudulent use of Your Account. For example, You should keep information relating to Your Account in a safe place, You should not write down your Login and password and You should take care to ensure that other people do not oversee or hear you using your Login and password.

You agree to immediately inform the Distributor in the event that You suspect any unauthorised use of

Your Account or Login.

The Issue reserves the right to immediately suspend or withdraw Your right to make Payment Transactions where: the Issuer has reasonable grounds to believe that there may be a breach in the security of your Account, the Issuer suspects unauthorised or fraudulent use of Your Account or the Issuer is required by law. If the Issuer decides to take such action, the Issuer will notify You in advance, except where this is not possible, in which case the Issuer will inform You at the earliest opportunity. The Issuer will not inform You if it would compromise its reasonable security measures or is otherwise unlawful. If the reasons for the Issuer’s actions cease to exist, the Issuer will reinstate Your Account or issue You with new account details as soon as practicable.

After carefully reading the Framework Contract, You must accept it in accordance with the terms specified on the Website and must provide all information and relevant documents requested by the Distributor. By accepting the terms of the Framework Contract, You agree that the Distributor may transmit Your application to register as a User to the Issuer, together with all supporting documents received.

Only the Issuer can accept the Your registration as a User and open an Account in Your name. The Distributor will notify You if the Issuer accepts Your registration in accordance with the terms specified on the Website.

The Issuer may, without stating reasons and with no right to compensation to You, refuse an application to register as a User and to open an Account. You will be notified of this refusal by the Distributor in accordance with the terms specified on the Website.

In addition, the Issuer reserves the right to ask You, before any registration and at any point in the duration of the Framework Contract, for supplementary information and identification data for the purposes of identity checks, as well as any supporting documents that the Issuer may deem necessary.

You confirm upon submission of Your request to register to the Distributor and throughout the duration of the Framework Contract that:

(a)(if You are a natural person) You are at least 18 (eighteen) years old;

(b)You are legally competent to enter into this agreement;

(c)You are acting on your own behalf and not for any other person; and

(d) all information that You provided during registration is true, accurate and up-to-date.

3.3 Account use limitations

At the Issuer’s discretion, a User who has not provided all the required documents as listed below may be expressly authorised by the Issuer to use his/her Account for the purchase of goods or services up to a limit of 2,500 Euros of Electronic Money held by a User within the same year, provided that this Electronic Money has not been subject to requests for reimbursement exceeding 1,000 Euros per year.

Upon receipt of all the documents listed below and provided that they are deemed satisfactory by the Issuer, the User may initiate reimbursements exceeding 1,000 Euros per year and hold an amount of Electronic Money exceeding 2,500 Euros per year. These Reimbursements will only be granted if the purchase or Reimbursement of Electronic Money is carried out to or from an account opened in the User’s name with a payment services provider established in a European Union Member State or in a state party to the agreement on the European Economic Area or in a third country that imposes equivalent requirements regarding money laundering and the financing of terrorism.

The documents required for any User who is a natural person in accordance with the above are as follows:

A copy of an official and valid identity document (e.g. identity card, driving licence, or a passport for nationals of a country outside the European Union); and

And, on request, a proof of residence which is less than 3 months old.

The documents required for any User who is a legal person in accordance with the above are as follows:

An original or copy of an extract of the official register, less than three months old and stating the name, legal form, head office address and the identities of associates and executives;

A certified copy of the statutes and any decisions appointing the legal representative; and

where requested by the Issuer, a copy of the legal representative’s identity card or passport and, where appropriate, of any beneficial owner.

It is expressly provided that the Issuer retains the right to request at any time additional documents regarding the User, the Recipient, the beneficial owner or any Payment Transaction or Reimbursement.

The Recipient is considered to be the recipient of the funds that have been transmitted by the User. Where appropriate, the Recipient agrees to provide his/her email address, date of birth and nationality, as well as the postal address of the person to whom the Recipient will pay the funds.

3.4 Communication between us

The Issuer will contact You using the contact details You provided when You opened Your Account, or any updated contact details You have provided to the Issuer. It is Your responsibility to update the Issuer with any new contact information, including a change in address. The Issuer will send any correspondence to most recent email address or postal address You have provided to the Issuer for Your Account. You must advise the Issuer promptly of any change to Your contact details in the interests of security (including name or address) and provide appropriate supporting evidence required by the Issuer.

You can contact the Issuer by telephone call to the customer service department of the Distributor at the number indicated in the Special Conditions. All contact should initially be directed through the Distributor. If You wish to contact the Issuer directly, please email contact@leetchi-corp.com.

4.Operation of the Account

4.1Purchase of Electronic Money

Electronic Money can be purchased by Card (or any other means accepted by the Issuer), in one or more instalments.

To carry out such a transaction, You must Login to the Website and place a money transfer order via the dedicated Payment Page. For any payment, You may be asked to enter a single-use code on the Payment Page, which You will receive on Your mobile phone. By using the Payment Page and, where applicable, entering the single-use code, You are giving Your consent to the Payment Transaction.

The Issuer may refuse any payment at its sole discretion and without giving rise to any right to compensation. The transaction is carried out by Your Card issuer. Any dispute concerning such transfer must be notified to Your Card issuer. The Issuer is not entitled to cancel such a transfer. Notwithstanding the foregoing, You may receive a Reimbursement of Electronic Money in accordance with article 4.4.

The registration of Electronic Money in the User’s name is subject to the actual receipt of funds by the Issuer less the costs agreed in the Financial Conditions.

In the event that the transfer of funds is cancelled by the Card issuer following a dispute, for whatever reason, the Issuer may, upon receipt of the information, suspend or cancel any Payment Transaction, close the Account concerned, debit, at any time, the Account for the amount of Electronic Money corresponding to the funds of the cancelled transfer and recover the amount due from the User by any means.

4.2 Functioning of the Account

The Electronic Money is stored for an indefinite duration on the User’s Account by the Issuer under the agreed Financial Conditions.

The Electronic Money purchased is credited to the User’s Account, following the receipt of the funds transferred by Card (or any other means accepted by the Issuer). The amount to be credited is equal to such funds less the corresponding costs as provided in the Financial Conditions.

Upon the User’s Order, the Electronic Money corresponding to the amount of the Payment Transaction or Reimbursement is debited from its Account and the related costs, as provided in the Financial Conditions.

The Issuer is entitled, at any time, to reimburse an amount of available Electronic Money on the Account equal to the charges due and payable, as provided in the Financial Conditions.

The amount of Electronic Money available on the Account is automatically adjusted based on the Orders transmitted to the Issuer (or in the process of being transmitted), the Electronic Money issued, any charges due and payable and any cancellation of one of the aforementioned transactions hereunder.

4.3 The use of Electronic Money to carry out a payment Transaction

Before transmitting an Order, the User must be sure to have a sufficient amount of Electronic Money available to cover the Payment Transaction amount and the related costs as agreed in the Financial Conditions.

Where appropriate, the User must acquire a sufficient amount of Electronic Money in accordance with article 4.1 before an Order can be legitimately transmitted to the Issuer for execution. The Electronic Money may be issued and stored by the User, provided that the corresponding funds are duly received by the Issuer. The Electronic Money may in no way be issued on the basis of a credit granted to the User.

As such, if the amount of available Electronic Money, at the date of execution of the Order by the Issuer, is lower than the amount of the Payment Transaction (fees included), the Order is automatically refused by the Issuer. The information about this refusal is made available to the User on the Website. This refusal may give rise to additional fees in accordance with the Financial Conditions.

The transmission terms of an Order by the User are as follows:

When carrying out a Payment Transaction, the User logs on to the Website by entering his/her Login and password or by connecting through his/her Facebook account. The User completes the relevant form on the Payment Page and, where appropriate, provides the supporting documents requested by the Issuer. The form should include the following components: the Payment Transaction amount; the currency, which may only be the currency of the Electronic Money; the details required to identify the Recipient; the date of execution of the Order; and any other required information. The User then gives his/her consent to the Order and the Order becomes irrevocable when the User clicks on the validation tab on the form. The User then receives a confirmation email on a date referred as the ‘Date of Receipt’.

In certain cases, the User may fill in a single form containing the purchase of Electronic Money as provided in article 4.1 and an Order in compliance with the previous paragraph.

Execution of the Order

The Electronic Money is debited from the User Account to be credited to the Recipient Account, following the User instructions. As such, the Recipient may open an Account in accordance with article 3.2 in order to receive the Electronic Money if he/she is not already a User. Where appropriate, the funds corresponding to the Electronic Money transferred to the Recipient can be directly reimbursed to a bank account or a payment account opened in the name of the Recipient upon the receipt by the Issuer of the relevant account details. For this purpose, the Recipient must provide the IBAN number and SWIFT code of his/her bank or payment account as well as his/her address. This account must be opened by a bank or a payment institution, based in a European Union Member State or in a State party to the agreement on the European Economic Area.

It is agreed between the Parties that the Payment Transaction will be executed, at the latest, on the next Business Day following the Date of Receipt if the Recipient has an Account. If the Recipient does not have an Account, the Payment Transaction will be executed as soon as an Account is opened or on the date the Issuer receives the bank or payment account details of the Recipient to whom the funds are due.

If the Date of Receipt is not a Business Day, the Issuer will be deemed to have received the Order on the following Business Day.

4.4 Transmission and execution of an Order for Reimbursement

When the User wishes to transmit an Order for Reimbursement, the User identifies him/herself on the Website by indicating his/her Login and password or by connecting through his/her Facebook account. The User completes the relevant form on the Payment Page and, where appropriate, provides the supporting documents requested by the Issuer. The form must contain the following components: the Reimbursement amount, the currency, which may only be the currency of the Electronic Money, the date of execution of the Order and any other required information. The User then gives his/her consent to the Order and the Order becomes irrevocable when the User clicks on the validation tab on the form. The User then receives a confirmation email on a date referred as the ‘Date of Receipt’.

The Reimbursement of electronic money purchased by Card by a User will occur by crediting the Card used by the User to purchase such Electronic Money.

Where applicable, the Reimbursement will be carried out by money transfer to the bank account or payment account of the User (using the details for the relevant bank account or payment account already provided by the User to the Issuer (‘Date of Notification’). It is agreed between the Parties that the

Reimbursement will be carried out, at the latest, on the next Business Days following the Date of Receipt or the Date of Notification as appropriate.

If the Date of Receipt is not a Business Day, the Issuer will be deemed to have received the Order on the following Business Day.

4.5 Withdrawal of an Order

An Order may not be withdrawn by the User after the date on which it is deemed irrevocable as indicated above.

5.Login objection, Transaction dispute and Reporting

5.1Login objection

The User must inform the Distributor of the loss or theft of his/her Login, or misuse or unauthorised use of his/her Login or data as soon as he/she becomes aware of this fact in order to request that the Login be blocked. Such a declaration should be made:

– by telephone call to the customer service of the Distributor at the number indicated in the Special Conditions;

or

– directly by email through the contact form available on the Website.

On receipt of the notification, the Issuer, through the Distributor, will immediately block Your Account. The event will be recorded and time stamped. A time stamped objection number will be communicated to the User. A written confirmation that Your Account has been blocked will be sent to You by the Distributor by email. The Issuer is responsible for the file at an administrative level and retains all the data for 18 (eighteen) months. Upon written request by the User and before expiration of such a deadline, the Issuer will communicate a copy of this objection.

The Issuer and Distributor shall not be held liable for the consequences of any request to block Your account that is made by a person who is not the User.

An objection request is deemed to be made at the date and hour of its actual receipt by the Distributor. In case of theft or fraudulent use of the Login, the Issuer is entitled to request, through the Distributor, [a receipt or a copy of the complaint] [information about the circumstances leading to the alleged theft or fraudulent use from the User who undertakes to respond as soon as possible.

5.2 Transaction Dispute

For any claim concerning Payment Transactions or Reimbursements executed hereunder by the Issuer, the User is advised to consult the customer service department of the Distributor or the address indicated for this purpose in the General Conditions of the Website.

If You notify the Issuer that the Issuer has incorrectly executed an Order, the Issuer will refund the amount of the incorrectly executed Payment Transaction and the Account will be restored to its former state before the receipt of the Order without undue delay. The Order is then resubmitted correctly.

A User who wishes to dispute a Payment Transaction not authorised by him/her shall contact the customer service department of the Distributor by telephone (contact details shown on the Website) as soon as possible after becoming aware of the anomaly and within 13 months of the date of the Account registering the Payment Transaction. After validation of the legitimacy of the request, the Issuer will immediately arrange for the refund of the amount of the unauthorised Payment Transaction and restore the Account to the amount it would contain if the disputed transaction had never been executed, including any interest and related charges.

In the event of loss or theft of Your security information (Login and password), or where You have failed to keep your security information safe, You may be responsible for unauthorised transactions carried out before notification of the dispute, up to a maximum of 50£. However, You may be responsible for a greater amount if You have acted fraudulently, have not used your Account in accordance with the Framework Contract or otherwise through Your fault. Except where You have acted fraudulently, You will not be responsible for any losses incurred in respect of unauthorised Payment Transactions arising after you have notified the Issuer of the lost, theft, misappropriation or authorised use of your Account details.

The User may dispute an authorised transaction whose exact amount is undefined or those whose final amount is not that which he/she could have reasonably expected taking into account his/her profile, previous expenditures and the Framework Contract conditions. This request must be submitted to the Issuer within 8 weeks of the execution of the Order on the Account. The Issuer must reimburse the User within a period of 10 Business Days after receipt of the request, if the latter proves justified, taking into account applicable laws, and whether the request consists of all the components necessary for examination by the Issuer. The Issuer reserves the right to refuse such a reimbursement, which will be explained and notified to the User. The latter will provide the necessary information in order to determine the circumstances of the Payment Transaction. The Issuer reserves the right not to reimburse the fees resulting from the Payment Transactions concerned. The fees indicated in the Special Conditions may be collected in the case of a non-justified Payment Transaction dispute.

5.3 Reporting

The User may access, at any time, on its personal page on the Website, the indicative amount of Electronic Money available on his/her Account.

The User has, on his/her personal page on the Website, a statement of Payment Transactions carried out on the Account. The User is advised to pay careful attention to the list of these Transactions.

The Issuer shall make available to the User upon written request a monthly statement of the Account, covering the 13 previous months.

6. Amendment of the Contract

The Issuer reserves the right, at any time, to amend the General Conditions of Use of Electronic Money. Such amendments will be sent by email to all Users at least two (2) months’ before they take effect.

If You are not happy with any amendments that the Issuer plans to make to the General Conditions of Use of Electronic Money, You can terminate the General Conditions of Use of Electronic Money immediately and without paying a charge. If You do not end the General Conditions of Use of Electronic Money before the proposed amendments take effect, the Issuer will consider that You have agreed to the amendments. The relationship between the Parties after the date the amendments come into force shall be governed by the new version of the General Conditions of Use of Electronic Money.

It is therefore important that the User reads his/her emails and regularly reads the General Conditions of Use of Electronic Money available on the Website at any time.

7. Security

The Issuer undertakes to provide its services in accordance with the applicable and professional laws and regulations. In particular, the Issuer will make every effort to ensure the security and confidentiality of the User’s data, in compliance with current regulations in force.

The Issuer reserves the right to temporarily suspend access to the Account on line for technical, security or maintenance reasons, without these operations being eligible for any compensation. The Issuer will limit this type of interruption to a necessary minimum.

The Issuer cannot, however, be held liable to the User for possible errors, omissions, interruptions or delays produced by the Website resulting in an unauthorised access to the latter. Nor can the Issuer be held liable for thefts, destruction or unauthorised communications of data arising from unauthorised access to the Website. In addition, the Issuer will not be involved in the existing legal relationship between the User and the Recipient of the Payment Transaction. The Issuer cannot be held liable for faults, wilful default or negligence of the User or Recipient towards each other.

The Distributor is solely responsible for the security and confidentiality of the data exchanged within the framework of the use of the Website, in accordance with the General Conditions of the Website. The Issuer is responsible for the security and confidentiality of the data that it exchanges with the User within the context of these General Conditions of Use of Electronic Money in respect of the creation and management of the Account, as well as the Payment Transactions associated with the Account.

8. Limitation of Issuer liability

The Issuer will not intervene in any way in the legal and commercial relationships and any litigation arising between the Recipient and the User. The Issuer has no control over the compliance, security, legality, characteristics and appropriateness of the products subject to a Payment Transaction. In this respect, it is up to the User to obtain all useful information before proceeding to the purchase of a product or service, the collection of funds or any other transaction, in full knowledge of all the considerations involved. Any transaction carried out by the User gives rise to a contract directly formed between him/her and the Recipient(s) with whom the Issuer has no contact. The Issuer cannot, under any circumstances, be held liable for the non-performance or poor execution of obligations that may result, or possible damages caused to the User in this respect.

If the Issuer fails to comply with the Framework Contact, the Issuer is responsible for any loss or damage You suffer that is a foreseeable result of the Issuer breaching this contract or failing to use reasonable care and skill when providing its services under the Framework Contract, but the Issuer is not responsible for any loss or damage that is not foreseeable or which is not caused by its failures. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both the Issuer and You knew it might happen.

You acknowledge and agree that the Issuer will not be responsible to You for any loss or damage You suffer in connection with the use of the Issuer’s service where such loss or damage is caused by Your acts or omissions or by those of a third party including, but not limited to:

(a)Your failure to provide the Issuer with accurate, complete and up to date information; or

(b)You losing or allowing third parties to gain access to your Login and password.

The Issuer will take reasonable care to ensure that any data it holds in relation to You and Your Accounts is secure. However, You acknowledge and agree that a service provided via the internet cannot be completely secure and the Issuer will only be responsible to You for loss or damage to Your data to the extent that it is caused by the Issuer’s failure to take such reasonable care.

Whilst the Issuer will use its reasonable efforts to make sure that its service is available to You when You want to use it, the Issuer makes no promise or guarantee that its service will be uninterrupted or error free and the Issuer will not be responsible to You for such errors or interruptions.

The Issue will not be responsible to You for any loss of profit, loss of business, business interruption or loss of business opportunity.

9. User Commitments

The User guarantees that no part of its profile on the Website will harm the rights of third parties or is contrary to the law, to public order or to accepted principles of morality.

The User undertakes not to:

Execute the Framework Contract in an illegal manner or in conditions that are likely to damage, deactivate, overload or impair the Website;

Assume the identity of another person or entity, falsify or conceal his/her identity or age, or create any false identity; or

Disseminate personal data or information concerning a third party, such as postal addresses, telephone numbers, email addresses, bank card numbers etc.

In the event of User default, the Issuer reserves the right to take any appropriate measures in order to stop the relevant actions. The Issuer will also be entitled to suspend and/or block access to the Account.

10. Duration and Termination

The Framework Contract is concluded for an unlimited period. It is applicable from the date of receipt by the User of the email from the [Issuer] confirming his/her registration with the [Issue].

The User can terminate the Framework Contract at any time on 30 (thirty) calendar days’ advance notice to the Issuer. The Issuer can terminate the Framework Contract at any time on two months’ advance notice to the User.

Such termination shall also constitute the termination of the entire Framework Contract and consequently the closure of the Account.

To terminate the Framework Contract, the terminating Party shall transmit a notice of termination to the other Party by registered letter with proof of delivery to the postal address indicated in the Special Conditions.

The User shall indicate his/her bank or payment account details in the termination letter enabling the Issuer to reimburse him/her with the available Electronic Money. In the absence of such information, the Issuer shall follow the Reimbursement instructions entailing the Reimbursement by credit to the Card used for the purchase of Electronic Money. The Issuer has no further obligations after having confirmed with the User the transfer to the bank account indicated or the credit to the Card of the amount of the Electronic Money.

In the event of gross default, fraud or lack of payment on the part of the User, the Issuer reserves the right, without cause or prior notice, to suspend or terminate these conditions by sending an email accompanied by a registered letter with proof of delivery.

In the event that a successor to the Issuer is nominated to issue the Electronic Money distributed on the Website, it is the responsibility of the Distributor to obtain the User’s express written consent to this change, about the amount of Electronic Money available and to indicate the arrangements for the transfer of funds corresponding to the available Electronic Money to the Issuer.

It is envisaged that the Framework Contract will be automatically terminated in the event of new circumstances affecting the ability of one Party to commit to these conditions.

11. Right of Cancellation

The User has a period of 14 (fourteen) calendar days to cancel the Framework Contract, without having to either justify any reason or sustain any penalty. This deadline for cancellation shall start from the day of the User’s registration.

The User must notify its decision to cancel within the prescribed deadline to the Distributor’s customer service department by telephone or email and send a letter of confirmation to the address of the customer service department of the Distributor. In respect of the exercise of a right of withdrawal by the User, the Framework Contract will be cancelled without any fees charged to the User.

In the event that a User has already benefited from the service and is in possession of Electronic Money at the date of the withdrawal, he/she must transmit his/her bank account details to the Distributor in order to allow the Issuer to reimburse the User with Electronic Money.

12. Anti-money laundering and terrorism financing

The Issuer is subject to applicable legislation regarding the combating of money laundering and the financing of terrorism. As a result, the Issuer must obtain information from any User, for any transaction or business relationship, of the origin, purpose and destination of a transaction or opening of an Account. In addition, the Issuer must take all the steps necessary to identify the User and, where appropriate, the Recipient owner of the Account and/or any Payment Transactions linked to the Account.

The User recognises that the Issuer can, at any time, stop or delay the use of a Login, access to an Account or the execution of a Payment Transaction or a Reimbursement in the absence of sufficient information pertaining to its purpose or nature. He/she is informed that a transaction carried out within the framework of these conditions may be subject to the national financial intelligence unit’s right to disclosure.

The User can, in accordance with the legislation, access all of the information disclosed, provided this right to access does not undermine the purpose of the fight against money laundering and terrorism financing of terrorism, where this data concerns the applicant.

No prosecutions or civil liability actions can be brought or any professional sanction taken against the Issuer, its managers or employees who have reported their suspicions in good faith to the national authority.

13. Personal data and professional secrecy

The User’s personal data provided in connection with the opening of the Account, is used by the Issuer for the purposes of managing his/her Account, Payment Transactions and Reimbursements.

The User agrees that his/her contact details and personal information obtained by the Issuer in connection with the Framework Contract may be transmitted to operational providers, with whom the Issuer has a contractual relationship, with the sole purpose of executing Payment Transactions and providing the services under the Framework Contract, provided that these third party recipients of personal data are subject to regulations guaranteeing a sufficient level of protection. The list of the third party recipients of the User’s data is available upon request from the Issuer’s compliance manager at the following address: contact@leetchi-corp.com. This information is stored by the Issuer or by any company authorised to do so in accordance with legal and regulatory rules.

The User will be informed prior to any transfer of his/her personal data outside the European Union. In such a case, the Issuer undertakes to respect the regulations in force and to put in place any measure necessary in order to guarantee the security and confidentiality of data transferred in such a way.

Certain information collected and held by the Issuer thereunder may give rise to the rights of access and correction. Any User may, at any time, obtain a copy of the information pertaining to him/her upon request addressed to the Issuer’s customer correspondent at the following address: contact@leetchi.com. He/she may request the deletion or correction of this information by letter to the Issuer at the address found at the beginning of this document. The User may, at any time, object to receiving commercial solicitations, amend his/her contact details or object to their disclosure by sending a notification by registered mail or e-mail to the customer service address of the Issuer.

The Issuer will store the personal information and data for a maximum legal or regulatory period applicable depending on the purpose of each type of data processing.

The conditions for the collection, possession and access to personal data obtained by the Distributor and under his/her responsibility in terms of accessing the Website, are governed by the General Conditions of the Website as well as the privacy policy, which is available on the Website.

14. Inactive Accounts

Any Account that is inactive for a period of 12 (twelve) months will receive a notification of inactivity by email from the Issuer followed by a reminder a month later.

If there is no response or use of available Electronic Money within this period, or in the event of the death of the User, the Issuer may close the Account and keep it active for the sole purpose of the Reimbursement of Electronic Money. The right of Reimbursement may be subject to time limits pursuant to the law of the residence of the User, with such time limits starting from the last transaction on the Account. In the event of death, the Electronic Money can only be reimbursed to the User’s assignee.

An Account that has been closed will not permit the further use of Electronic Money.

15. Events Outside The Control of a Party

Neither Party will be liable or responsible for any failure to perform, or delay in performance of, any of their obligations under the Framework Contract that is caused by an Event Outside The Control of a Party.

An Event Outside The Control means any act or event beyond a Party’s reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.

16. Independence of contractual provisions

If any of the provisions of the Framework Contract is held invalid or unenforceable, it shall be deemed deleted and will not invalidate the other provisions.

If one or more of the provisions of the Framework Contract lapses or is declared as such under any law or regulation or following a final decision of a court of competent jurisdiction, the other provisions will retain their binding force and scope. The provisions considered null and invalid would then be replaced by provisions closest in scope and meaning to those initially agreed.

17. Protection of funds

The collected funds are protected against any claims from other creditors of the Issuer, including in the event of enforcement proceedings or insolvency proceedings against the institution.

The User’s funds are deposited at the end of each Business Day into an account opened with a Bank and are ring fenced by the Bank.

18. Non-transferability

The Framework Contract cannot be subject to a complete or partial transfer by the User, whether against payment or free of charge. It is therefore forbidden to transfer to a third party any rights or obligations that the User owns hereunder. In the event of breach of this prohibition, in addition to the immediate termination hereof, the User may be held liable by the Issuer.

19. Fees

The services offered hereunder are charged by the Distributor on its behalf and on the behalf of the Issuer in accordance with the Financial Conditions.

The Fees due by a User to the Issuer may be paid with available Electronic Money (stored on the User Account) reimbursed at the Issuer sole discretion.

20. Agreement of proof

All data held in a permanent, reliable and secure manner in the computer database of the Issuer relating, in particular, to Orders and confirmations received by the User, notices sent, access, withdrawal and Reimbursement will prevail between the parties until proven otherwise.

21. Complaints and arbitration

The User is invited to send any complaint to the customer relations service indicated in the Special Conditions and on the Website.

Any complaint other than as provided in article 5.2 concerning the conclusion, execution or termination of the Framework Contract and services for the issue and management of Electronic Money shall be notified by email (and without any failure or undeliverable messages) to the following address: contact@leetchi-corp.com.

If the User believes that the response provided is unsatisfactory, or in the absence of a response within one month after sending the email, he/she may refer the complaint to the Luxembourg Financial Sector Supervisory Commission by post at 110 route d’Arlon L-1150 Luxembourg or by email: direction@cssf.lu.

22. Applicable law and competent jurisdiction

The Framework Contract is governed by the laws of England and Wales. You and the Issue agree to submit to the non-exclusive jurisdiction of the English courts. However, if You are a resident outside England, You may also bring proceedings in Your local courts.

<p>&nbsp;<strong>1. CROWD2LET CAPITAL LTD CROWDFUNDING AGREEMENT</strong></p><p>These are the terms and conditions on which all your investments in Crowdfunding Companies on the Crowd2Let crowdfunding platform at http://www.crowd2let.com (the &ldquo;Website&rdquo;) will be held. The <strong>Website</strong> is operated by Prosper Capital LLP (the &ldquo;<strong>Operator</strong>&rdquo;). The Operator is authorised and regulated by the Financial Conduct Authority, whose address is 25 The North Colonnade, London E14 5HS. In accordance with FCA Rules the Operator proposes to treat you as a Retail Client. Unless otherwise agreed, the Operator will communicate with you in English. You may contact the Operator, and the Operator may contact you, by telephone, in writing and by email.</p><p>1. DEFINITIONS</p><p>1.1 The following terms shall have the following meanings in this Agreement:</p><p><strong>&ldquo;Application&rdquo;</strong> the online application form which will be completed by you each time you make an investment in a Crowdfunding Company on the Website;<br /><strong>&ldquo;Conflicts Policy&rdquo;</strong> our policy on managing conflicts of interest;<br /><strong>&ldquo;Crowdfunding Company&rdquo;</strong> means a company which you have invested in or which is available for you to invest in through the Website;<br /><strong>&ldquo;Administrator&rdquo;</strong> Woodside Corporate Services Limited or such other person as is authorised and regulated by the FCA and whom the Operator may appoint to provide receiving agent, custodial or&nbsp;nominee services for the Website;<br /><strong>&ldquo;FCA&rdquo;</strong> the Financial Conduct Authority (or any successor regulator);<br /><strong>&ldquo;FCA Rules&rdquo;</strong> all relevant rules and regulations made by the FCA from time to time which affect our performance of this Agreement;<br /><strong>&ldquo;Investment Documentation&rdquo;</strong> means the terms and conditions of each investment in a Crowdfunding Company, which must be accepted by you on the Website before you can invest;<br /><strong>&ldquo;Investors&rdquo;</strong> investors who invest in one or more of the Crowdfunding Companies;<br /><strong>&ldquo;Nominee&rdquo;</strong> WCS Nominees Limited, (an associate of the Administrator) or any other nominee or custodian appointed by the operator;<br /><strong>&ldquo;Property Manager&rdquo;</strong> means MRA Property or such other property management company as may be appointed by each Crowdfunding Company to manage the property held by it;<br /><strong>&ldquo;Start Date&rdquo;</strong> the date upon which you first invest in the Website under the terms of this<br />Agreement;<br /><strong>&ldquo;Subscription Price&rdquo;</strong> the subscription price to be paid for your Shares under the terms of the Investment Documentation;<br /><strong>&ldquo;your Account&rdquo;</strong> means the total of:<br />(a) all shares held by you in Crowdfunding Companies; and<br />(b) all cash held on your account (after deduction of expenses and charges);<br /><strong>&ldquo;your Shares&rdquo;</strong> means the shares held by you in each Crowdfunding Company you invest in.</p><p>1.2 Where this Agreement uses and defines a term that is also used in the Investment Documentation, the definition in this Agreement prevails.</p><p>1.3 Words and expressions defined in the FCA Rules which are not otherwise defined in the Agreement shall, unless the context otherwise requires, have the same meaning in this Agreement.</p><p>1.4 Any reference to a statute, statutory instrument, rules or regulations are taken to refer to such statute, statutory instrument, rules and regulations amended, re-enacted or replaced from time to time and to any codification, consolidation, re-enactment or substitution of them.</p><p><strong>2. APPOINTMENT</strong></p><p>2.1 This Agreement comes into force on the date you electronically sign the Application (or, if later, the date on which we complete any relevant procedures for the verification of your identity etc., in accordance with prevailing anti-money laundering regulations).</p><p>2.2 By completing and electronically signing the Application, you:<br />(a) appoint the Operator as manager of your Account;<br />(b) appoint the Administrator to act as custodian of investments in your Account; and<br />(c) agree to the terms of this Agreement.</p><p>2.3 Under the FCA rules you have the right to cancel this Agreement for a period of up to 14 days. In this regard, you are advised that:<br />(a) in order to cancel this Agreement, you must ensure that your written instructions to cancel are dispatched to the Administrator before the expiry of the 14 day cancellation period;<br />(b) if you cancel in accordance with (a), we will arrange for the return of your Subscription Price&nbsp;(but will&nbsp;deduct bank and transfer chatges (including charges levied by any electronic money provider) together with our expenses&nbsp;incurred in relation to your application to invest. We will use reasonable endeavours to return the balance of your Subscription Price within 30 days of receipt of your written instructions to cancel; and<br />(c) the cancellation right under this clause 2.3 applies only to any subscription in the 14 days and does not require us to cancel any previous investments which may already have been made for your Account.</p><p>2.4 The Operator is entitled at its discretion to reject your application in part or in full.</p><p><strong>3. INVESTMENTS</strong></p><p>3.1 There is no limit to the number of Crowdfunding Companies that you may invest in under this Agreement but your investment in any one Crowdfunding Company may not exceed the maximum amount being raised by that Crowdfunding Company at the time you invest. The minimum amount that may be invested in any Crowdfunding Company, after deduction of any charges, is &pound;500. If you pay the Subscription Price using an electronic money provider, payment will be subject to a separate contract between you and the electronic money provider. &nbsp; Any cash amounts paid to a Crowdfunding Company will be held in your Account in the name of the Administrator until it is used to subscribe for shares in a Crowdfunding Company. No interest will be payable to you on any amounts held in your Account.</p><p>3.2 Subject to this Agreement (and in particular but without limitation clause 3.4 below) and the Investment Documentation, we will exercise all rights relating to your Shares (including the execution of contracts on your behalf). We shall not, except as expressly provided in this Agreement or unless otherwise authorised, have any authority to act on your behalf or as your agent.</p><p>3.3 Subject to 3.4 and 5.6 below, you shall retain the right to exercise or direct the exercise of all voting and other rights attaching to your Shares. If your vote is required in relation to any of your Shares, we will request your guidance as to how you wish your vote to be exercised and shall direct the Nominee to vote in accordance with the wishes of the majority (by investment amount) of those Investors who respond.</p><p>3.4 You accept that we shall have the discretion to sell your Shares in a Crowdfunding Company or the property underlying the Crowdfunding Company where we believe that to do so is in the overall best interests of all Investors in that Crowdfunding Company.</p><p>3.5 We have categorised you as a retail client for FCA Rules purposes and accepted your application to invest in Crowdfunding Copanies through the Website on the basis of an assessment of this type of investment is suitable for you. That assessment has been conducted through your having provided us with information in the suitability questionnaire you completed when you registered as a user of the Website. We will rely on this information in assessing the suitability of the investment for you. You must let us know immediately if your circumstances change and this information is no longer correct.</p><p><strong>4. TRANSACTIONS</strong></p><p>4.1 In general, the number of shares in a Crowdfunding Company allocated to you will be calculated with reference to the proportion of money invested by you pro rata to the total amount of money invested by other investors into a particular Crowdfunding Company. Minor variations in the allocation made on behalf of your Account may occur in order to enable Investors to hold whole shares or other securities.</p><p>4.2 Crowdfunding Companies are unlisted private companies and it is unlikely that you will be able to sell your Shares until the property is sold and the Crowdfunding Company is wound up.</p><p><strong>5. CUSTODY</strong></p><p>5.1 By virtue of this Agreement and the Administrator&rsquo;s Terms of Business, the Administrator will arrange for the safekeeping of investments and cash in your Account from time to time, and for the settlement of transactions, collection of income and the effecting of other administrative actions in relation to your Account. We have assessed the Administrator in accordance with the FCA Rules to ensure that it is an appropriate person to carry out its functions under this Agreement.</p><p>5.2 All investments in your Account will be registered in the name of the Nominee. They will therefore be beneficially owned by you at all times, although the Nominee will have the legal title to them and will hold any documents evidencing ownership.</p><p>5.3 Neither the Operator nor the Administrator may, subject to clause 5.4, lend your Account&rsquo;s investments or documents evidencing ownership to a third party or borrow against the security of such investments or documents.</p><p>5.4 Individual customer entitlements will not be identifiable by separate certificates or other physical documents or external electronic record. In the event of an irreconcilable shortfall were the Nominee to default, all Investors will share in that shortfall pro-rata to their investments. On occasion, investments may be used to settle another person&rsquo;s transaction, which will not affect the Administrator&rsquo;s record of your entitlements. The Administrator may deliver or accept delivery of certificates on behalf of the Nominee. The Administrator accepts responsibility for holdings in the name of the Nominee and for the acts and omissions of the Nominee. The Nominee holds your Shares in a trust under which the interests of all Investors are created or extinguished on the making of acquisitions or disposals in accordance with this Agreement.</p><p>5.5 We or the Administrator may realise an investment in your Account in order to discharge any obligation that you may have under the Agreement, for example the payment of fees, costs and expenses.</p><p>5.6 You irrevocably empower and authorise us to direct the Administrator to exercise any conversion, subscription, voting or other rights relating to investments in your Account (which we may nevertheless exercise or refrain from exercising, at our discretion). You acknowledge and agree that the Administrator is not obliged to seek or to accept any instruction or direction directly from you to exercise any rights in respect of any investment in your Account.</p><p>5.7 Cash received from you or on your behalf will be deposited with an authorised credit institution in the UK in the name of the Administrator and with customer trust status, together with cash balances belonging to deposits held by the Administrator on behalf of third parties. Cash within your Account will be treated as client money (as understood under the FCA Rules), and will be deposited by the Administrator in a client bank account in the name of the Administrator with an authorised credit institution in the UK. No interest will be payable to you on any amounts held within your Account.</p><p><strong>6. REPORTS AND INFORMATION</strong></p><p>6.1 You will receive half yearly statements produced by the Administrator in respect of your Account for the periods ending on or around 5 April and 5 October.</p><p>6.2 Reports on your investments are available in your Crowd2Let dashboard<br />6.3 Details of dividends which are received in respect of investments in your Account will be provided in respect of each tax year ending 5 April and appropriate statements sent to you in accordance with sections 1105 of the Corporation Taxes Act 2010.</p><p>6.4 Contract notes will be provided on the Website for each transaction for your Account.</p><p><strong>7. FEES AND EXPENSES</strong></p><p>7.1 An initial fee of 5% of your Subscription Price&nbsp;will be payable to us.</p><p>7.2 Crowdfunding Companies will generally employ the Property Manager to manage property held by them. The fees of the Property Manager will be set out in the Investment Documentation, 9% of the gross rental yield will be charged by the Property Manager to each Crowdfunding Company.</p><p>7.3 An administration and compliance fee of 1% of the gross rental yield will also be charged by the Operator to each Crowdfunding Company. Should we or our associates receive transaction, directors or other fees from Crowdfunding Companies or third parties, we or our associates shall be entitled to retain these fees in full.</p><p>7.4 The Operator and the Administrator shall both be entitled to recover reasonable expenses incurred in relation to their respective functions under this Agreement.</p><p>7.5 The Administrator may deduct from your Account or the Crowdfunding Companies:<br />(a) an administration fee at the rate of &pound;50 per annum payable in advance; and<br />(b) a dealing commission of 0.35% of the value of each transaction made on your behalf.</p><p>7.6 All fees, costs and expenses that are subject to VAT or any other taxation will be payable from your Account together with a deduction for VAT or such other taxation.</p><p>7.7 If at any time your Account does not have sufficient cash liquidity to pay in full any fees or expenses (plus VAT or other tax where appropriate) as and when these become due, we will carry forward such unpaid amounts and debit them to your Account when dividends are paid or when sufficient cash is generated through realisations of investments. Please note that we will provide for sufficient cash to be retained in your Account following realisations of your Shares to cover fees which we reasonably anticipate to fall due for a rolling 12 month period; this means that not all monies received from realisations in your Account will be available for immediate distribution. We reserve the right to charge interest on outstanding fees and will reflect any such interest actually charged in the periodic statements that you receive.</p><p>7.8 On termination, pursuant to clause 14, your liabilities, including fees and expenses, shall be allocated to your Account and, if there is insufficient cash, investments may be retained and/or realised in order to meet such outstanding liabilities.</p><p><strong>8. YOUR OBLIGATIONS</strong></p><p>8.1 By confirming your agreement to the Application you have made representations which we will rely upon. You must immediately inform us in writing of any material change in circumstance and any change in the information provided in the Application.</p><p>8.2 In addition, you must provide us with any information which we or the Administrator may reasonably request for the purposes of administering your Account.</p><p><strong>9. DELEGATION AND ASSIGNMENT</strong></p><p>9.1 We or the Administrator may engage agents, including associates, to perform any of our respective functions under this Agreement. We or the Administrator (as applicable) will act in good faith and with due diligence in the selection, use and monitoring of these agents. Any such engagement of agents shall not affect our or the Administrator&rsquo;s respective acknowledgment of liability under this Agreement.</p><p>9.2 For the avoidance of doubt, we will not be liable for the acts or omissions of the Administrator or the Nominee and neither the Administrator nor the Nominee will be liable for our acts or omissions.</p><p><strong>10. INTERESTS AND DISCLOSURE</strong></p><p>10.1 We may provide services to any person, including to the Crowdfunding Companies, and shall not in any circumstances be required to account to you for any profits earned in connection with such services. However, we will use reasonable endeavours to ensure fair treatment as between you and other customers of the Operator in accordance with the FCA Rules and the Conflicts Policy.</p><p>10.2 We may promote transactions in which we or any associate of ours may have, directly or indirectly, a material interest or in relation to which we may have a relationship of any description with another party, which may involve a potential conflict with our duty to you. However, our employees are required to comply with the Conflicts Policy and disregard any such interest, relationship or arrangement when managing your Account.</p><p>10.3 A copy of the Conflicts Policy is available from us on request.</p><p><strong>11. LIABILITY</strong></p><p>11.1 Both we and the Administrator will at all times act in good faith and with reasonable care.</p><p>11.2 We shall not be liable for any loss to you arising from any decision you make to invest or not to invest in any of the Crowdfunding Companies or for other action taken in accordance with this Agreement, except to the extent that such loss is directly due to our negligence, wilful default or fraud.</p><p>11.3 Neither we nor the Administrator shall be liable for any defaults of any counterparty, agent, banker or other person or entity which holds money, investments or documents of title for you or for the Crowdfunding Companies. Notwithstanding this, the Administrator is fully liable for the Nominee.</p><p>11.4 In the event of any failure, interruption or delay in the performance of our or the Administrator&rsquo;s obligations resulting from acts, events or circumstances not reasonably within the relevant party&rsquo;s control, neither we nor the Administrator shall be liable or have any responsibility of any kind for any loss or damage suffered by you. Such acts shall include: war, riot, fire, civil commotion or acts of terrorism; severe weather conditions; industrial action; acts of governmental or regulatory authorities and breakdown of computer or communications systems.</p><p>11.5 Shares in Crowdfunding Companies will generally be unquoted securities. Unquoted securities carry a higher degree of risk than securities quoted on a stock exchange or regulated market. There is a restricted market for such securities and it can be difficult to obtain reliable valuations for them. By signing the Application and entering into this Agreement you confirm:<br />(a) your understanding that there is no promise as to the performance of any of your Shares; and<br />(b) that you have properly considered the risk warnings set out in the Investment Documentation or have taken professional advice as to their significance and importance as you judged appropriate.</p><p><strong>12. TERMINATION AND EXIT</strong></p><p>12.1 Each Crowdfunding Company will generally seek to offer Investors an opportunity to exit around the fifth anniversary of the purchase of the underlying property. However, the property market is cyclical and there may not be an opportunity to exit at a reasonable price or at all at that time. Each Crowdfunding Company will decide, after taking advice from the Property Manager, when it is appropriate to offer Investors an opportunity to exit. At such time, you will be asked to indicate your preference as to whether the underlying property of that Crowdfunding Company should be sold and if the holders of 50% or more of the voting shares in that Crowdfunding Company vote that the underlying property should be sold, then the Property Manager will seek to arrange a sale of the underlying property. On a successful sale of the underlying property the Crowdfunding Company which held it will be wound up and the remaining assets, less costs of sale, tax, expenses, outstanding fees and any other liabilities will be returned to shareholders.</p><p>12.2 You may withdraw the uninvested and uncommitted portion of your investment held as cash by the Administrator from your Account prior to termination of your Account by giving written notice to us. Upon receipt of your withdrawal notice we will promptly arrange for the transfer to you of the amount of cash you wish to withdraw. You should note that:<br />(a) notice of withdrawal, once served, is irrevocable;<br />(b) notice to withdraw all of the cash value of your Account at a time prior to the making of any investments is the equivalent of notice by you to terminate this Agreement;<br />(c) if you serve notice to withdraw from your Account money of such amount as would in our opinion make the remainder of your Account uneconomic or impracticable to administer under the terms of this Agreement, we may at our discretion elect to treat that notice as equivalent to a notice to terminate this Agreement (and we will advise you accordingly in writing);<br />(d) other than in the case of a termination referred to in (c), we are entitled to treat a notice to withdraw as being subject to our right to retain sufficient cash within your Account to meet our fees under clause 7 on the full amount of your investments (as if the withdrawal had not occurred).</p><p>12.3 Subject to the provisions of clause 13, you may terminate this Agreement on not less than three months&rsquo; written notice to us. Termination shall not require us to procure any purchaser for the Shares in your Account, nor to purchase them for our own account, and accordingly we do not give any commitment in the event of your terminating this Agreement that we will be able to sell your Shares or transfer them to you prior to the date on which your Account is terminated under clause 13.1.</p><p>12.4 If we:<br />(a) give you not less than three months&rsquo; written notice of our intention to terminate the Website as a whole, or our role as operator of the Website; or<br />(b) cease to be appropriately authorised by the FCA or become insolvent; or<br />(c) are unable to procure an appropriately authorised custodian,</p><p>we shall endeavour to make arrangements to transfer the cash and Shares in your Account to another operator or custodian on the basis that the latter shall assume the required role under this Agreement. If, however, in any such circumstances, we are unable to appoint a successor, this Agreement shall at that point terminate and, subject to clause 13, investments in your Account shall be transferred into your name or as you may otherwise direct.</p><p><strong>13. CONSEQUENCES OF TERMINATION</strong></p><p>13.1 On termination of this Agreement, we will use reasonable endeavours to expeditiously complete all transactions in progress at termination.</p><p>13.2 Termination will not affect accrued rights, existing commitments or any contractual provision intended to survive termination and will be without penalty or other additional payments, except that you will pay fees, expenses and costs properly incurred by us up to the date of termination and payable under the terms of this Agreement.</p><p>13.3 On termination, we may retain cash and/or realise Shares in your Account as may be required to settle transactions already initiated and to pay your outstanding liabilities, including fees and expenses payable to us and the Administrator under clause 7.</p><p><strong>14. CONFIDENTIAL INFORMATION</strong></p><p>14.1 The Property Manager, Operator and the Administrator will at all times keep confidential all information acquired in consequence of their respective roles and duties as manager of the properties owned by the Crowdfunding Companies, operator of the Website and custodian of the investments comprised within your Account, except for information in the public domain; or which we, the Property Manager or the Administrator may be entitled or required&nbsp;to disclose by&nbsp;law; or regulation or by the FCA, HMRC or other government agencies; or given by us to professional advisers where reasonably necessary for the performance of their professional services; or which you authorise us, the Property Manager or the Administrator to disclose.</p><p>14.2 None of the Property Manager, Operator nor the Administrator shall be obliged to make use of any information which comes to the notice of an employee, officer or agent of theirs or of any respective associate but properly does not come to the actual notice of the personnel whom we or they respectively designate to actually provide services under this Agreement.</p><p><strong>15. COMPLAINTS AND COMPENSATION</strong></p><p>15.1 We and the Administrator have established procedures in accordance with the FCA Rules for consideration of complaints. Details of these procedures are available on request. Should you have a complaint, you should contact either us or the Administrator, as appropriate. If we or the Administrator cannot resolve the complaint to your satisfaction, you may be entitled to refer it to the Financial Ombudsman Service.</p><p>15.2 We and the Administrator participate in the Financial Services Compensation Scheme, established under the Financial Services and Markets Act 2000, which provides compensation to eligible claimants in the event of a firm being unable to meet its customer liabilities. Payments under the protected investment business scheme are limited to a maximum of &pound;50,000 per person. Further information is available from us or the Administrator, and from the FSCS web site <a title=”www.fscs.org.uk” href=”http://www.fscs.org.uk” target=”_blank”>www.fscs.org.uk</a>.</p><p><strong>16. COMMUNICATIONS</strong></p><p>16.1 Notices of instructions to us should be provided electronically through the secure messaging service on the Website.</p><p>16.2 We may rely and act on any instruction or communication which purports to have been given by persons authorised to give instructions by you under the Application or subsequently notified by you from time to time and, unless we receive written notice to the contrary, whether or not the authority of such person shall have been terminated.</p><p>16.3 All communications which we make with you under this Agreement shall be in English.</p><p>16.4 You accept that we may communicate an unsolicited real time financial promotion (e.g. a telephone call promoting investments) to you.</p><p><strong>17. GENERAL</strong></p><p>17.1 We may amend this Agreement by giving you not less than 10 business days&rsquo; written notice by email to the email address provided by you when you first registered with the Website&nbsp;. We may also amend this Agreement by giving you written notice with immediate effect if such amendment is necessary in order to comply with the FCA Rules or other legal requirements.</p><p>17.2 All data which you provide to us or the Administrator is held by us or the Administrator subject to the Data Protection Act 1998. You agree that we and the Administrator may pass personal data:<br />(a) to other persons insofar as is necessary in order to provide services as set in this Agreement;<br />(b) to the FCA, HMRC and any other governmental or&nbsp;regulatory authority; and<br />(c) in accordance with all other applicable legal or regulatory requirements.</p><p>We will not share data obtained from you with other persons or in other circumstances without your prior consent.</p><p>17.3 We may assign this Agreement to any appropriately regulated associate, and will give you notice if we do so. You may not assign this Agreement as it is personal to you.</p><p>17.4 This Agreement, together with the Investment Documents, the Application and the Administrator&rsquo;s Terms of Business, comprises the entire agreement between us, the Administrator and you relating to the administration of your Account.</p><p>17.5 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.</p><p>17.6 If any provision of this Agreement shall be held to be invalid, unlawful or unenforceable to any extent, such provision shall not affect the validity, legality or enforceability of the remainder of this Agreement.</p><p>17.7 This Agreement shall be governed by and construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the English Courts.</p><p><strong>18. CONFIRMATIONS AND REPRESENTATIONS</strong></p><p>18.1 By electronically signing the Application, you confirm each of the following:<br />(a) you are applying for Shares on your own behalf;<br />(b) before you invest in any Crowdfunding Company you will read the relevant Investment Documentation and take its provisions into consideration, in particular with regard to the risk factors;<br />(c) you acknowledge that we will collect any dividends and other entitlements arising on your Shares, and that as the beneficial owner of your Shares you will be liable for all personal taxation in respect of your Account; however, you agree and understand that tax may be deducted from payments due to you if it is due to be deducted under any applicable law and practice.</p>