The House Crowd Terms & Conditions
The following terms and conditions (“Terms”) explain:
References in these Terms to “we“, “us” and “our” mean The House Crowd. References to “you” and “your” mean a Funder or Lender on the Site. References to “Agreement” mean the agreement between us and the Funder or Lender in relation to the use of the Site constituted by these Terms and Conditions.
If you are using our systems and the services provided via the Site or agreeing to these Terms on behalf of a limited liability partnership (“LLP”), limited company, partnership, public body or other separate entity, you warrant that you are duly authorised to act on its behalf.
1.1 To become a Funder or a Lender on The House Crowd you must register your details on the Site at https://www.thehousecrowd.com/ and:
1.1.1 be an individual, a partnership, a limited company, an LLP, pension scheme, trust or public body; or
1.1.2 where you are investing in your capacity as an individual, be over 18 years old and a permanent resident of the UK (excluding the Channel Islands and the Isle of Man) or where you are an Overseas Resident (as defined in clause 2.1) you agree to comply with the requirements set out in clause 2; or
1.1.3 where you are a limited company or LLP, be registered with Companies House and have a permanent place of business in the UK (excluding the Channel Islands and the Isle of Man) or where you are an Overseas Resident you agree to comply with the requirements set out in clause 2; or
1.1.4 where you are a partnership or a trust, you have a permanent place of business in the UK (excluding the Channel Islands and the Isle of Man) or where you are an Overseas Resident you agree to comply with the requirements set out in clause 2;
1.1.5 where you are a pension scheme, you have an appropriately approved and authorised provider/operator or where you are an Overseas Resident you agree to comply with the requirements set out in clause 2; or
1.1.6 where you are a public body, be registered or formed with the relevant authority in the UK (excluding the Channel Islands and Isle of Man); and
1.1.7 have a valid bank or building society account.
1.2 As part of the registration process to become a Funder, you will be required to electronically complete one of our certificates which certifies that you are (i) a sophisticated investor or (ii) a high net worth investor; or (iii) an advised investor; or (iv) a restricted investor.
1.3 On registering with us, you must provide personal details, a username and email address and enter a secure password. Your email address and password must be used in order to access certain restricted parts of the Site and will be requested each time you access your account. Your username and password are personal to your account and are not transferable. Your username, email address and password are the methods used by us to identify you and you must keep them secure at all times. You are responsible for all information and activity on the Site by anyone using your username and password. If you authorise an employee, sub-contractor, agent or any other person to use your account, you will be responsible for their activity on the Site. Any breach of security, loss, theft or unauthorised use of an email address, username or password must be notified to us immediately using the contact details at clause 16.5 of these Terms. By using the Site, you agree not to adapt or circumvent the systems in place in connection with the Site, nor access the Site other than through normal use of it.
1.4 You must provide us with the account details of the bank account from which you to make and receive payments, your Nominated Account. Your Nominated Account must be in the same name as the person who is registered with us and must be held with a bank within the European Economic Area or such other jurisdiction as is acceptable to us.
1.5 We reserve the right not to act on your instructions where we suspect that the person logged into your account is not you or we suspect illegal or fraudulent activity or unauthorised use. Once you are registered on the Site and have applied to invest though the Site, we will carry out identity and fraud checks on you. We use our own internal guidelines and policies when assessing applications but have complete discretion as to whether to allow you to be a Funder or a Lender on the Platform.
1.7 If your registration is approved by us, we will then set up a House Crowd investor account for you. You can then transfer money into your Investor Account by debit card or bank transfer. Cash deposits are not accepted. It is important that you quote your Investor Account number in the narrative box if you transfer money using a bank transfer. In the case of transfers by debit cards, a transfer will be deemed to be complete as soon as funds are credited to your House Crowd investor account.
1.8 As soon as we receive and allocate funds to your Investor Account you will be entitled to make offers to invest in investment listings (“Investment Listings”) on the Site. We may, however, at our absolute discretion refuse to permit you to invest in any or all Investment Listings on the Site at any time and for any reason. We also reserve the right to withdraw Investment Listings at any time for any reason without any liability to you. We may also apply minimum and maximum amounts that you can invest and will inform you about these changes on the Site.
1.9 You may only invest using your own name and you must ensure that all offers for subscription of shares or loans (as applicable) are made exclusively on your own behalf.
2. OVERSEAS RESIDENTS
Persons who are resident, or citizens or nationals of, jurisdictions outside the United Kingdom or who are nominees of, or custodians, trustees or guardians for, citizens or nationals of such jurisdictions or companies which are incorporated or registered outside the United Kingdom (“Overseas Resident”) may be prohibited from investing in Investment Listings or affected by the laws or regulatory requirements of the relevant overseas jurisdiction in relation to investments in Investment Listings.
2.2 Overseas Residents from the United States of America are not permitted to access the Site. No offer made on the Site is intended or authorised to be made inside or to residents of the United States of America.
2.3 It is the responsibility of any Overseas Resident wishing to invest in an Investment Listing (“Subscription”) to satisfy himself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with the Subscription (and holding of Shares or Loan) and the use of the Site including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes or duties due in any such jurisdiction in respect of the Subscription (or holding of shares and/or loan notes in a Lister). The Overseas Resident agrees to indemnity us (and any person acting on our behalf) against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses suffered or incurred by arising out of or in connection with any breach of this clause 2 by the Overseas Resident).
2.4 An Investment Listing is not deemed to accept any application to subscribe for shares and/or loan notes by an Overseas Resident unless such Overseas Resident confirms in writing that:
2.4.1 he/it has observed the laws of all relevant jurisdictions, has obtained requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes or duties due from him/it, in connection with the investment in the relevant jurisdiction;
2.4.2 he/it has not taken or omitted to take any action which will or may result in us (or any other person acting on our behalf) acting in breach of any legal or regulatory requirements of any jurisdiction in connection with the Subscription and holding of shares and/or loan notes in a Lister;
2.4.3 he/it shall provide valid and up to date proof of his identity (including but not limited to copies of photographic identification and proof of residential address certified as true copies of the originals by a solicitor, notary or legal professional with equivalent standing in the Overseas Resident’s jurisdiction) and such other identification information as we shall require from the Overseas Resident as we may determine in our absolute discretion; and
2.4.4 he/it shall transfer subscription funds in accordance with the provisions set out on this Site and, where relevant, evidence the sources of such funds (including providing additional proof of identity where the transferor is not the Overseas Resident themselves).
3. RISK FACTORS
3.1 You acknowledge that investing in an Investment listing involves risks. You acknowledge that you understand the risk warnings outlined in 3.3 and 3.4 of these terms and conditions.
3.2 We will provide you with certain investment documentation (“Investment Documentation”).We strongly advise that you carry out your own due diligence on the Investment Listings offered through the Site and the proposed Investment Documentation in order to ascertain the risks involved.
3.3. Equity Investments: Risk Warning
An investment in property and unlisted shares contains risks. You may not get the returns expected and your capital is at risk.
Your investment in property and unlisted shares should only be considered as part of a diverse portfolio which contains investments of different kinds and where you do not put too great a proportion of your capital into one particular type of investment.
Estimated returns are subject to risks around timescales, tenant risk and other costs.
Tenants may not pay their rent or properties may be untenanted for periods and such bad debt or void periods would impact on returns.
Purchases that do not complete, fees or other costs (including refurbishment) may be greater than anticipated all of which would impact on returns.
Please note that future performance forecasts are not a reliable indicator of future performance.
The market value of property can go down as well as up and the return of your capital would be dependent on a sale of a property which is not guaranteed.
Costs or tenant risk referred to in the section headed ‘dividend risk’ above could impact on capital returns as well as hidden defects or other unexpected costs relating to a property.
Any further issue of shares by a company (which may be required for further fundraising) would dilute your investment.
The shares are unquoted, and there is no trading platform or quotation for them. You could sell shares, should you find a willing buyer, but such shares may constitute a minority holding in an unquoted company and as such may hold little value until a Property is sold. There is no guarantee that you will find a willing buyer to purchase your share.
Please note that there is a possibility that the investment opportunity advertised will not be fully funded. If this were to occur we may extend the period of time to raise the required loan funds or return your capital.
Financial Services Compensation Scheme
There may be an ability to make a claim under the Financial Services Compensation Scheme established by the Financial Services Authority in the event that any investee company fails. Please contact the Financial Obudsman Service for details.
3.4. Peer 2 Peer Loans: Risk Warning
A loan, even if secured against a property, contains risks. You may not get the returns expected and your capital is at risk.
Any loans made secured against property should only be considered as part of a diverse investment portfolio which contains investments of different kinds and where you do not put too great a proportion of your capital into one particular type of investment.
The market value of property can go down as well as up and the return of your capital may be dependent upon the Borrower selling a property. This can never be guaranteed.
Loan-based crowdfunding is higher risk than holding money on deposit. You may lose some or all of the money that you invest.
Repayment of loans is not a certainty, and from time to time borrowers may default. THC try to mitigate this risk by having a full due diligence process to assess the project and the borrower before listing the investment on the platform. Unexpected things can happen and the due diligence process does not completely remove the risk inherent in lending. You may not receive all your capital back and the process to repossess and sell a property could alter the time your money is tied in.
A Peer to Peer investment made through this platform is illiquid – there is no ability to transfer the benefit to a third party. Once the loan is made you are committed to it for the period of the loan.
Please note that there is a possibility that the investment opportunity advertised will not be fully funded. If this were to occur we may extend the period of time to raise the required loan funds or return your capital.
Financial Services Compensation Scheme
You will not have access to the Financial Services Compensation Scheme.
4.1 Equity Investments: Every SPV that is funded through the Site is charged a funding fee of 5% (plus VAT)
4.2 Debt Investments: We do not charge the Lenders any fees. We make a margin on top of the amount of the interest payable to the Lenders and will charge the Borrower for any relevant fees.
4.3 You acknowledge that ancillary charges or fees may be payable to third parties in connection with the investment and that you shall pay any such fees and charges and shall indemnify us from any expense, loss, liability, cost arising from the same.
5. INVESTMENT PROCESS
5.1 You can hand-pick the investment opportunities that you are interested in from the Investment Listings on the Site.
5.2 You will be entitled to make an offer to subscribe for shares in a Lister for a period ending on the earlier of:
5.2.1 the Lister reaching its target level (“Target Level”) of investment as set out in the Investment Listing;
5.2.2 the date upon which the Lister terminates the Investment Listing in accordance with its agreement with us, (the “Offer Period“).
5.3 If an Investment Listing is successful (meaning that the offers placed would raise the Target Level specified in the Investment Listing) a contract (“Contract”) will arise between you and the Lister.
5.4 For the avoidance of doubt, if the Investment Listing is not successful, no Contract will arise between you and the Lister.
5.5 You acknowledge that where you become a shareholder in a Lister, you will be subject to the Lister’s articles of association (which constitute an agreement between all of the Lister’s shareholders) which will include certain restrictions on the shares issued and certain rights and obligations will attach to such shares.
5.6 Once the Contract comes into existence with the Lister, you will deal with the Lister directly on such terms as are agreed with the Lister and we shall have no further obligations or involvement in the investment.
5.7 If the Lister ultimately attains less than the Minimum Investment the Contract will be cancelled (unless otherwise agreed in writing between you and the Lister) and the Lister will be required to instruct its nominated law firm to return the Subscription Price to you and you consent to us releasing such information as is reasonably necessary to enable the nominated law firm to do so. We do not accept any responsibility or liability in the unlikely event that the nominated law firm fails to return the Subscription Price to you however we will use our reasonable endeavours to secure the return of your Subscription Price.
5.8 If your application is accepted, you will be able to make subscriptions by logging on to your Online Account. You will be making Subscriptions to help Borrowers raise their Fundraising Target. You must subscribe at least £1000 to each Investment Listing. There is no maximum subscription amount.
5.9 After making your initial Subscription, we will provide you with updates during the Fundraising Period, during which time you may choose to increase your Subscription to the Project. Should you make a Subscription after the Fundraising Target has been reached, you will be placed on a waiting list for the Project. If you have made a Subscription before the Fundraising Target is reached, but notify us that you wish to increase this Subscription after the Fundraising Target was reached, the increased portion of your Subscription will be placed on the waiting list for the Project.
5.10 If you make a Subscription, you will be notified by email once the Project's Fundraising Target has been reached. Loans will be allocated to Lenders on a first come, first served basis, by reference to the order in which the Subscriptions are made. If you submit a valid Subscription before the end of the Fundraising Period, satisfy our identity checks and we accept your Subscription, we will provide you with a Loan Agreement and Lender Fact Sheet setting out the terms on which the Loan will be made to the Lender.
5.11 If the Project does not reach its Fundraising Target before the end of the Fundraising Period, the Project will be withdrawn from the platform and any Subscriptions which you have made will be cancelled.
5.12 Once you have made a commitment to a Loan you will not be entitled to withdraw from the Loan until the expiry of the Loan term.
6. DEBT INVESTMENTS - The House Crowd Property Finance Service
6.1 The House Crowd enables you to lend to Borrowers via The House Crowd platform. The money you provide will be used by Borrowers for the purpose stated in the Lender Fact Sheet and you shall be paid the interest rate stated in that Lender Fact Sheet.
6.2 Borrowers may borrow up to 75% of the value of the equity in the Property unless specifically varied in an individual case. Loans are secured by a legal charge over the Property.
6.3 We have strict lending criteria and will carry out extensive due diligence on all Projects before featuring them on The House Crowd platform. We will also obtain an RICS valuation for each Project.
6.4 Via our website you can access a template Loan Agreement setting out the standard terms of the Loans we agree together with a Lender Fact Sheet.
6.5 As part of The House Crowd Property Finance Service, we shall:
(a) carry out due diligence on all Projects prior to uploading their details onto the platform;
(b) provide relevant details of all Projects we offer to you;
(c) House Crowd Finance Co Limited will enter into Loan Agreements with Borrowers as agent on your behalf on the same material terms as the template Loan Agreement provided;
(d) facilitate the payment and collection of sums due under or in connection with the Loan Agreements (including taking certain actions on behalf of Lenders upon a Borrower's default or if the Borrower becomes, or is likely to become, insolvent as set out in these terms and conditions);
(e) in exceptional circumstances only, step into the Project as property developer where it is necessary in order to arrange for the Project to be completed on time and within budget;
(f) if necessary, act as Security Agent in order to take security on the Borrower's assets and attend to the recovery of any debts owing/sell the Project and distribute the proceeds as set out in the Loan Agreement;
(g) arrange for any capital and interest payments due under a Loan to be collected and paid to Borrowers when due; and
(h) report to you in accordance with the Agreement.
6.6 By transferring funds to us, you acknowledge and accept the terms of the Loan Agreement provided to you and consent to The House Crowd entering into the Loan Agreement as agent on your behalf.
6.7 The House Crowd does not provide advice or recommendations to enter into a particular loan.
6.8 We have made appropriate contingency arrangements to ensure the continued administration of Loans in the event of our insolvency. You will be notified of any such arrangements if and when these become relevant to you.
Late payments, security and Borrower default
6.9 You acknowledge that in some circumstances and depending on the type of Loan, it may be necessary for us to step in to protect your interests in relation to the Loan. For example, in respect of a Bridging Loan, in the event that a Borrower is late in completing a Key Stage, it may be necessary for us to take over the development of the Project. In respect of Refinancing Loans and Bridging Loans, where interest or capital payments are not made in time, it may be necessary for us to take steps to enforce provisions of the Loan Agreement on your behalf.
6.10 Due to the rigorous due diligence we carry out on Projects at the outset, we do not anticipate having to step in to many Projects to ensure their completion. However, in the event that we, at our sole discretion, determine that it is necessary for us to become involved in the development of the Project, our costs for doing so will be paid for the Borrower and will be deducted from the sale proceeds of the Property at the end of the Loan term, after the Lenders have been repaid.
6.11 As a result of us stepping in to deliver a development Project, the development may take extra time and you will receive an additional interest per annum for any additional time taken after the expiry of the Maximum Term to complete the Project, (typically an additional 2% pa on top of the agreed rate)
6.12 The Borrower's obligations under the Loan Agreement will be secured by a Legal Charge over the Property. Where we determine if necessary, we may also ask that a personal guarantee be provided by a director of the Borrower. In the event that a Borrower fails to make a payment when due or defaults in meeting any material obligations of the Loan, you grant us authority to act as Security Agent and enforce the security for your benefit acting at our own discretion.
6,13 In the event of missed payments on a loan we, as Security Agent, will generally take the administrative steps set out below on your behalf, although we will determine in our discretion how best to pursue the debt in the circumstances so that we may act outside and/or ahead of the following process to pursue missed payments or loans (whether or not in formal default) where we consider this to be in the best interests of Lenders. We may recover our reasonable costs from any amount recovered.
6.14 If the Borrower misses a payment or only partially pays the amount due to you, on the first such occasion we will generally contact the Borrower to inform them that we will reattempt to collect the outstanding payment on the next working day. If our attempts to collect the payment fail on a second occasion without explanation within 3 working days, the Borrower's account will be treated as being overdue although we will continue to attempt to collect the funds.
6.15 if the Borrower fails to pay or only partially pays or if, in our reasonable opinion, the Borrower materially breaches any conditions of the Loan Agreement, we may place the loan into default and as Security Agent, attempt to collect the total Loan amount outstanding immediately.
6.16 As Security Agent, we will deduct up to 10% of the amount we recover from the Borrower to cover our costs and the remaining proceeds will be distributed to Lenders in proportion to their Loan Commitments. Where possible the Security Agent's charge will be added to the Loan amount outstanding so as not to reduce the amount Lenders receive. The existence of the Legal Charge should not be considered to be an absolute guarantee of certain repayment in the event of failure by the Borrower in meeting its payment obligations.
6.17 As Security Agent, if we are unable to collect the debt and the security held in respect of the Borrower is not sufficient to recover all of the debt, we will notify you that all of t h e outstanding Loan parts will be novated to us. This gives us the standing to take legal proceedings against the Borrower as Security Agent. We will then investigate the amount of debt that is likely to be successfully recovered through the courts. As Security Agent we will have authority to instruct third parties, such as solicitors, in order to pursue the debt. We will pay back to Lenders their proportionate share of any funds successfully recovered, less our costs incurred during that recovery. We will attempt to achieve maximum recovery for all affected Lenders, but may make such commercial judgements as it sees fit to represent those interests, including accepting reduced payments, extending payment terms or selling the debt to a third party.
6.18 Where we have been provided with information about the assets of a Borrower, we may pass that information to you. This information may include indicative valuations and we will not be responsible for any discrepancy with the actual values which we are able to realize as Security Agent.
6.19 We may refer the missed payment(s) to a debt collections agency, who will attempt to collect the money on your and any other lenders’ behalf and you authorise us to use such debt collections agency on your behalf.
6.20 We will keep you up to date with the progress of efforts to collect missed payments and to recover defaulted debt.
7. YOUR MONEY
7.1 Payments are accepted by debit or credit card in British Pounds.
7.2 Any investment funds transferred in respect of an Investment Listing will be held in a segregated account (“Investment Listings Account”) held with Mango Pay. Mango Pay Terms and Conditions can be viewed here https://www.mangopay.com/terms/Mangopay_Terms-EN.pdf
7.3 Upon an Investment Listing reaching its Funding Target any funds held in the Investment Listings Account will be transferred to the relevant solicitors acting on behalf of the SPV or House Crowd Finance Co Limited. If the Investment Listing is an equity project, any remaining sums will be transferred to the SPV account and used for costs and expenses associated with the property or SPV.
7.4 You acknowledge that no interest will be paid on any sums in the Investment Listing Account. To avoid any bank charges being passed on to the SPVs, The House Crowd may from time to time receive interest payments in respect of the Investment Listing Account and you agree and undertake that The House Crowd shall be under no obligation to pass on such interest payments to you.
7.5 All payments made to you from time to time will be made to your House Crowd Online account and such sums shall be held in the Client Account on your behalf until you either (i) reinvest the monies, or (ii) withdraw the money to your nominated bank account via electronic bank transfer.
You provide specific consent for your money to be transferred to a third party, namely Mango Pay.
7. WARRANTIES AND UNDERTAKINGS
7.1 You warrant to us that all information provided to us in the course of the registration and investment process is true and accurate in all respects and that you will update us if any of the information you provide to us changes.
8. THE ROLE OF THE HOUSE CROWD
We perform an administrative role in operating a platform that facilitates individuals (including corporate entities) to become Funders and Lendersto invest in Investment Listings and distributing documentation and information between such parties. For the avoidance of doubt, we are not a party to any Contract and we do not accept receipt of any completion monies from Funders, which are payable to the law firm nominated by the Lister in the Investment Listing.
9. TERMINATING YOUR MEMBERSHIP OF THE HOUSE CROWD
9.1 You are entitled to terminate this Agreement and your membership with us on 7 days’ written notice to us unless you have any outstanding or incomplete offers for investment in any Lister in which case you shall only be entitled to terminate your membership at the end of the period specified in clause 5.2 (and without prejudice to the accrued rights and liabilities as at the date thereof including for the avoidance of doubt, any and all obligations under the Contract).
9.2 We may end this Agreement and your membership at any time and for any reason, including but not limited to if:
9.2.1 you breach these Terms; or
9.2.2 we suspect that you have committed fraud, been involved in money laundering, other criminal activities or any other improper activities; or
9.2.3 you use the Site or any information accessible on or obtained from it for the purpose of canvassing or soliciting any person or enticing any person away from using the Site; or
9.2.4 you use the Site in any of the following ways:
(a) in any way that causes, or is likely to cause, the Site or access to it to be interrupted or damaged in any way;
(b) for fraudulent purposes, or in connection with a criminal offence;
(c) to send, use or reuse any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing; or in breach of copyright, trademark, confidence, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any “spam”;
(d) to cause annoyance, inconvenience or needless anxiety; or
9.3 Terminating your membership with us will not result in a termination of any Contract or other agreement to which you are a party at that time.
10. GENERAL TERMS
10.1 Only one account per Investor is permitted unless otherwise agreed in writing by us. You must keep your registration information up to date at all times.
10.2 Access to the Site is permitted on a temporary basis. We reserve the right to withdraw or amend the service we provide on the Site without notice. We will endeavour to allow uninterrupted access to the Site, but access may be suspended, restricted or terminated from time to time. We will not be liable to you if for any reason the Site is unavailable at any time or for any period.
10.3 The information provided on the Site is for use solely by persons and organisations that have registered on the Site and have been approved as members by us. You must not distribute any information contained on the Site to any person.
10.4 You are permitted to download and print content from the Site (including these Terms and any other documentation relating to an Investment Listing) solely for your own personal use or in the course of your business to the extent required to use the services provided on the Site. Site content must not be copied or reproduced, modified, redistributed, used or otherwise dealt with for any other reason without our prior express written consent.
10.5 We are not responsible or liable for content or accuracy of any information or material downloaded or posted by Funders or Listers nor will we be obliged to edit content downloaded or posted on the Site however we shall retain the right to remove any material or posting made on the Site at our absolute discretion.
10.6 You agree to use the Site only for lawful purposes and in a way which does not infringe the rights of anyone else or restrict or inhibit anyone else’s use and enjoyment of the Site. You agree not to use the Site or any information accessible on or obtained from it for the purpose of canvassing or soliciting any person or enticing any person away from using the services on our Site.
10.7 You warrant that you have taken all reasonable precautions to ensure that any data you upload or otherwise submit to the Site is free from viruses, Trojans, worms or other material which may have a contaminating or destructive effect on any part of the Site or the Platform.
10.8 The content and material available on the Site is for informational purposes only and should not be regarded as an offer, solicitation, invitation, advice or recommendation to buy or sell investments, securities or any other financial services or banking product. If you are unsure about whether a product is suitable you should contact an independent financial adviser.
10.9 We accept no responsibility or liability for your use of content on the Site and such use is entirely at your own risk. While we take reasonable precautions to prevent the existence of computer viruses or other malicious programs on the Site, we accept no liability for them if they do exist. It is your responsibility to use, update and maintain appropriate antivirus software on your computer.
10.10 Information transmitted via the Site will pass over public telecommunications networks. We accept no liability if communications sent via the Site are intercepted by third parties or incorrectly delivered or not delivered.
10.11 The Site may contain links to other websites. We accept no responsibility or liability for any material supplied by or contained on any third party website which is linked from or to the Site, or any use of personal data by such third party and we reserve the right to withdraw linking permission without notice.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 We are the owner and licensee of all present and future copyright, registered and unregistered trademarks, design rights, unregistered designs, database rights and all other present and future intellectual property rights existing in or in relation to the Site (“Intellectual Property Rights”) and, save as otherwise provided in clause 12.3, the material published on it.
12.2 If and to the extent that any such Intellectual Property Rights vest in you by operation of law or otherwise, you agree to do any and all such acts and execute any and all such documents as we may reasonably request in order to assign such intellectual property rights back to us.
12.3 You shall retain ownership of all copyright in data you upload or submit to the Site. You grant us a worldwide exclusive, royalty-free, non-terminable licence to use, copy, distribute, publish and transmit such data in any manner we decide (in our absolute discretion).
Depending on your individual tax position, you may be liable to pay taxes on any dividends or gains you receive from your investments. Payment of these taxes is entirely your responsibility. You may be eligible for certain tax reliefs on investments you make through the Platform, including under the Enterprise Investment Scheme (EIS) and the Seed Enterprise Investment Scheme (SEIS). Any such availability may be referred to on the Investment Listings.
14. YOUR LIABILITY TO US
14.1 You shall be liable to us for any loss or damage suffered by us as a result of any breach of these Terms, or any fraudulent use of the Platform or the Site.
14.2 You agree to indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses suffered or incurred by arising out of or in connection with any breach by you of this agreement.
15. OUR LIABILITY TO YOU
15.1 The material displayed by us on the Site is provided without any guarantees, conditions or warranties as to its accuracy.
15.2 We shall not be liable to you for any loss or damage which you may suffer as a result of being a member of the Platform or using the services provided via the Site, except where such loss or damage arises from our breach of these Terms or was caused by negligence, wilful default or fraud by us or our employees. We are not responsible for any breach of these Terms arising from circumstances outside our reasonable control.
15.3 We make no warranties or representations and assume no liability in respect of the Lister or the content of any Investment Listings or the availability or volume of any Investment Listings on the Site at any time. You must make your own assessment of the viability, accuracy and prospects of the Lister and the investment proposal contained in the Investment Listing and where necessary should consult professional advisers for assistance in making such an assessment. In particular, you should review the contents of the disclaimer, risk warning and regulatory notice on each Investment Listing. You acknowledge that you are investing entirely at your own risk.
15.4 You acknowledge that the investment in a Lister by any company in our group or any person connected or associated with us is not an indication of approval of the Investment Listing generally and you confirm that you shall not rely on or take any inference from any such investment. You acknowledge that evidence is obtained from the Lister itself and has not been audited by us or the appointed authorised persons and that there is the risk that it may contain inaccuracies, be incomplete or be a forgery.
15.5 You acknowledge that we do not provide you with any advice or recommendations in relation to investments.
15.7 Our review of the Investment Listing does not consist of a verification of the information contained in the Investment Listing nor does it consist of a confirmation that the proposed investment structure contained in the Proposal or the contents in respect thereof are in accordance with any or all legal or regulatory obligations applying thereto.
15.8 Notwithstanding the generality of clause 15.1 to 15.7 and to the extent permitted by the law we hereby expressly exclude:
15.8.1 all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity;
15.8.2 any liability for any direct, indirect or consequential loss or damage incurred by you in connection with the Site or in connection with an investment listed on the Site or in connection with the use, inability to use, or results of the use of the Site, any websites linked to it and any materials posted on it, including, without limitation any liability for:
(a) loss of income or revenue;
(b) loss of business;
(c) loss of profits or contracts;
(d) loss of anticipated savings;
(e) loss of data;
(f) loss of goodwill;
(g) wasted management or office time; and
(h) for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.
15.9 Our total liability to you in connection with the breach of these Terms and your membership to the Platform and your use of the services provided via the Site shall not exceed the amount of money you have invested.
15.10 Nothing in these Terms shall limit our liability for personal injury, death, fraud or any other liability which cannot be lawfully excluded.
16. INFORMATION ABOUT US
16.1 The House Crowd is a company incorporated in England and Wales, whose registered number is 07893395 and whose registered office is at 91-95 Hale Road, Hale, Cheshire, WA15 9HW
16.2 The House Crowd is registered with the Information Commissioner with registration number Z3175845.
16.3 The House Crowd Limited has Interim Permission by the Financial Conduct Authority under firm number 665205 for peer to peer lending. The House Crowd is an appointed representative of Prosper Capital LLP (FRN 453007) in respect of equity crowdfunding .
16.4 The House Crowd’s registered VAT number is 130 8231 51.
16.5 The House Crowd’s contact details are as follows:
16.5.1 Email: [email protected]
16.5.2 Address: 91-95 Hale Road, Hale, Cheshire WA15 9HW.
17. VARYING THESE TERMS
17.1 We may update, vary or amend these Terms from time to time to comply with the law or to meet our changing business requirements. Whilst we shall endeavour to give advanced notice of any updates or amendments to these Terms, we cannot guarantee that we will be able to do so however the Terms in force from time to time will be available on the Site at
17.2 By continuing to use the Site, you agree to be bound by these Terms as updated and amended from time to time (and notified on the Site).
18. DATA PROTECTION
18.1 You will be required to provide personal details and a password to register as a Lender. These registration details and password are unique to your individual Online Account and are not transferable.
18.2 Your registration details and password are how we identify you and so you must keep them secure at all times. You are responsible for all information and activity on the platform by
18.3 Anyone using your details. If you authorise an agent, family member, employee or sub- contractor to use your Online Account, you will be responsible for their activity on the account. Any breach of security, loss, theft or unauthorised use of your security details must be notified to us immediately. We reserve the right not to act on your instructions where we suspect that the person logged into your Online Account is not you or we suspect illegal or fraudulent activity or unauthorised use.
18.4 You agree not to adapt or circumvent the systems in place in connection with the platform, nor access our systems other than by using the credentials assigned to you and by following the instructions that we have provided for that type of connection.
18.6 We will carry out identity checks on you and by providing us with any personal details or any details of your business, you authorise us to carry out checks using credit reference agencies.
19.1 You have a right to cancel your Agreement with us for a period of 14 days from entry into this Agreement (“Cancellation Period”) without giving us any reason. You may cancel this Agreement by providing us with a clear statement to this effect by email or by post using the contact details listed in clause 16.5. If you do not exercise your right to cancel within the Cancellation Period you will lose your right to cancel.
19.2 In view of the cancellation right detailed in clause 19.1, you will only be permitted to invest during the Cancellation Period where you complete our express consent form (“Express Consent Form”) requesting the ability to invest during the Cancellation Period and acknowledging that where the Agreement between you and us is fully concluded (namely once a Contract has arisen between you and the Lister) that you will lose your right to cancel this Agreement.
20. COMPLAINTS AND COMPENSATION
20.1 We endeavour to deliver a first-class service to our clients, but we recognise that there may be occasions when we fail to meet your expectations. If you have a complaint, then you can contact us by phone on: 0161 667 4264, by post at: 91 - 95 Hale Road, Hale, Altrincham WA 15 9 HW or by email at: [email protected] You may also have rights to refer unresolved complaints to the Financial Ombudsman Service. Further details are available from the Financial Ombudsman Service at www.financial-ombudsman.org.uk. You may request a copy of our complaints-handling procedure at any time.
20.2 The Financial Services Compensation Scheme will not apply to T h e House Crowd as a peer- to-peer lending platform, although your money will be held in bank accounts with external credit institutions and subject to separate protections.
20.3 If the credit institution (e.g. bank or building society) holding your un-committed money in the Solicitor's Client Account becomes insolvent, you may be able to claim compensation from the Financial Services Compensation Scheme. In such an event, we will inform you of the identity of the credit institution to enable you to pursue such claim. Further details are available from the Financial Services Compensation Scheme, whose address is 7th Floor, Lloyds Chambers, Portsoken Street, London, E1 8BN and telephone contact details are 0800 678 1100 or email [email protected] or www.fscs.org.uk.
21. OTHER IMPORTANT TERMS
21.1 If any of these Terms is found to be illegal, invalid or unenforceable by any court of competent jurisdiction, such term or condition will be severed from the remaining terms and the remainder shall continue in full force and effect.
21.2 All disclaimers, indemnities and exclusions in these terms and conditions shall survive termination of the Agreement between us for any reason.
21.3 Any failure by us to exercise any rights or remedies under these Terms will not constitute a waiver of such rights or remedies and will not relieve you from compliance with your obligations under these Terms.
21.4 No single or partial exercise, or failure or delay in exercising any right, power or remedy by us shall constitute a waiver by us of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these Terms.
21.5 These Terms and any document referred to in these Terms and our website terms and conditions https://www.thehousecrowd.com/terms/ set out the entire agreement between you and us with respect to your use of the Site and the services provided via the Site and supersede any and all representations, understandings, arrangements, communications and prior agreements (written or oral) between us.
21.6 We may exercise any of its rights under these Terms by itself or through any company or other legal entity which is under the control or ownership of The House Crowd from time to time.
21.7 If you have accidentally submitted incorrect information to us or an incorrect offer for investment, please contact [email protected]
21.8 The provisions of these Terms shall not be assigned, transferred, mortgaged, charged or otherwise encumbranced without our prior written consent.
21.9 No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
21.10 Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
21.11 These Terms are governed by English law. Any matter or dispute arising out of or in connection with these Terms will be subject to the non-exclusive jurisdiction of the English courts.
21.12 These Terms are drafted in the English language and we will communicate with you at all times in the English language.
21.13 These Terms and conditions were last modified on 14 July 2016.