THIS IS A PROPERTY INVESTMENT FRAMEWORK AGREEMENT BETWEEN USERS OF CROWDLORDS.COM AND CROWDLORDS LIMITED
LEGAL NOTICE: THESE ARE LEGAL DOCUMENTS WHOSE TERMS AND CONDITIONS MUST BE ACCEPTED IF YOU ARE TO USE THIS WEBSITE AND INVEST. YOU ARE INVITED TO SEEK INDEPENDENT LEGAL ADVICE BEFORE REGISTERING AND INVESTING.
This Website is operated by CrowdLords Limited ("CL"), a company limited by shares and incorporated and registered in England and Wales with company number 08868588 whose registered office is at Lance Levy Farmhouse, Wildmoor Lane, Hook, England RG27 0HB.
CL is an appointed representative of Share In Limited whose registration number is 603332 and is authorised and regulated by the Financial Conduct Authority ("FCA"). CL is also registered with the Information Commissioners Officer as a data controller (ZA083196).
This Property Investment Framework Agreement ("Framework Agreement") is entered into between CL and any person who wishes to invest in one or several properties (the "Investor") whether as a Managing Investor ("MI") or a Crowd Investor ("CI"), or both. MIs can only participate in equity investments, whereas CIs can acquire debt or equity investments (or possibly both).
CL provides a web-based crowdfunding platform that brings together people who wish to invest in property-related investments, including shares and bonds issued by companies operating in the real estate sector (“Property Companies”).
MIs will identify one or several suitable properties to be listed for equity investment on the CL Platform and together with CIs, a MI either by himself or with joint MIs will invest through shares issued by a Property Company and become an officer of that Property Company to enable it to discharge its property management role. CIs will be able to invest in Property Companies available on the CL Platform, but will not be involved in the running of the Property Companies they invest in.
The Investor is required in relation to each Investment Opportunity to agree the contractual terms of investment and in addition an MI must enter into a Management Agreement for each Property Company as a condition of investment.
This Framework Agreement will continue to bind Investors in addition to any subsequent Investment Opportunity Contracts, but in the event of conflict, the terms of an Investment Opportunity Contract shall prevail.
Agreed terms
1. INTERPRETATION
The following definitions and rules of interpretation apply in this Framework Agreement and, unless otherwise stated, shall apply to any Investment Opportunity Contract entered into by Investors:
(a) All defined terms used in this Framework Agreement shall have the meaning given to them in Schedule 1;
(b) Clause, schedule and paragraph headings shall not affect the interpretation of the Framework Agreement;
(c) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns;
(d) The schedules form part of this Framework Agreement and shall have effect as if set out in full in the body of this Framework Agreement. Any reference to this Framework Agreement includes the schedules;
(e) A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established;
(f) Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
(g) Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders;
(h) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
(i) A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision;
(j) A reference to writing or written includes e-mail;
(k) Any obligation on a party not to do something includes an obligation not to allow that thing to be done;
(l) A reference to this Framework Agreement or to any other agreement or document referred to in this agreement is a reference to this Framework Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time;
(m) References to clauses and schedules are to the clauses and schedules of this Framework Agreement and references to paragraphs are to paragraphs of the relevant schedule;
(n) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. INCORPORATION OF OTHER TERMS AND ACCESS TO INVESTMENT OPPORTUNITY
2.1 By agreeing to the terms of this Framework Agreement, the Investor acknowledges that he is fully bound by its terms.
2.2 The Investor is bound by CL’s Terms of Website Use; Privacy Policy and Cookie Policy as a condition of using the Website.
2.3 In respect of each and every Investment Opportunity, the Investor will need to enter into the relevant Investment Opportunity Contract and acknowledge the agreed form Articles of Association.
2.4 Your investment subscriptions and any investment returns shall be held by ShareIn in a client bank account. ShareIn is a party to these Terms and Conditions.
2.5 The CL account held by and administered by ShareIn as a client account is maintained separately from ShareIn’s own money in accordance with the rules of the Financial Conduct Authority. ShareIn will make payments to and receive them from Issuers on your behalf. ShareIn maintains records of the individual entitlements of each investor and Issuer for these purposes.
2.6 ShareIn shall arrange for your investments to be issued to you by paying the subscription amount from your CL account to the Issuer and the corresponding investments shall be registered in your name. Any of your subscription which is not allocated to investments will be kept in your CL account pending your instructions.
2.7 ShareIn will pay any fees owing to CL, itself and other services providers (if any) out of the relevant account. CL shall not be responsible for the discharge of ShareIn’s obligations in respect of holding client money under these Terms and Conditions.
2.8 We or another person selected by us may take over control of the CL account at any time provided that we or they have appropriate regulatory permissions to hold client money and you authorise ShareIn to transfer any monies it holds for you in the CL account to us or to such other person upon our instructions in those circumstances without seeking your express instruction to do so. We will notify you of any such transfer through your dashboard on the Website.
2.9 Property Companies will issue securities directly to Investors. CL may act as registrar for the Property Company and, where it does so, the records of investor entitlements it holds for the Property Company shall demonstrate ownership in the absence of manifest error.
2.10 In respect of debt securities (including bonds), CL shall be responsible for ensuring that payments due to and from Investors and the Property Companies shall be effected pursuant to clause 2.6 and CL shall procure that the rights of Investors under the debt instrument are enforced and it shall take steps to procure the payment of any debt due to Investors.
2.11 The Investor acknowledges that in the event of him transferring investments, accepting transfer of investments or of an allotment of new investments by a Property Company, he will be required to execute further contractual documentation to effect the relevant transaction.
2.12 The Investor acknowledges that in order to use CL's Platform he has to pass CL's Vetting Process including identity and money laundering checks and that as such he becomes a member of CL and eligible to receive investment offers. Successful registration and agreement of these terms and conditions will qualify an Investor for membership which CL may refuse or terminate at any time at its discretion, provided that termination shall not affect a CI’s rights in respect of existing investments he holds.
3. REGISTRATION PROCESS
3.1 By completing and submitting the Registration Form at www.crowdlords.com the Investor confirms and warrants to CL:
(a) That it is a company incorporated and domiciled in England and Wales or in a territory where it is lawful to undertake the investment activities offered on the CL Platform which, for the avoidance of doubt excludes the United States of America; or
(b) An individual resident in the UK or in a territory where it is lawful to undertake the investment activities offered on the CL Platform which, for the avoidance of doubt excludes the United States of America;
(c) If an individual that he is at least 18 years old;
(d) He is legally capable of entering into binding contracts in his own capacity and no other authorisation or permission is required to enable him to do so;
(e) Is not an undischarged bankrupt; and
(f) If a MI, he has not been disqualified from becoming a company director or has ever been convicted of any offence relating to dishonesty, such as fraud or financial crime.
3.2 The Investor must provide CL and the Investor undertakes to keep the information up-to-date and to notify CL in writing immediately of any changes to the information they have supplied, including:
(a) name and address;
(b) email address;
(c) If a company, the removal of any named directors.
3.3 By providing an email address the Investor is deemed to have given express confirmation in writing to CL that the email address (as updated from time-to-time) he has provided may be used for the purpose of receiving notices or communications from CL and other persons relating to existing investments acquired through CL.
3.4 By registering the Investor gives his consent to CL to process any information which may be considered sensitive personal data for purposes of the Data Protection Act 1998.
3.5 Under the FCA’s rules, CL is required to allocate and notify Investors of their client classification. CL has classified the Investor as a retail client unless otherwise notified to the Investor in writing by CL. Retail clients receive the highest level of regulatory protections under the FCA’s rules. Investors may classify themselves as professional clients for the purposes of receiving marketing material, but benefit from retail client protections for other purposes. An Investor who would ordinarily constitute a Professional Client will not have rights to refer any complaints to the Financial Ombudsman Service even if we treat him as a retail client in our dealings with him,
3.6 Investors acknowledge that CL will not necessarily supply confirmations of any orders and or resulting transactions and that the 5 working day confirmation email as described in clause 4.8 of this Framework Agreement shall be sufficient and adequate reporting of the service of arranging the reception and transmission of orders and arranging of resulting transactions provided by CL in accordance with the FCA Handbook, Conduct of Business Rules, Rule 16.1.1 and hereby consent to the same.
4. INVESTMENT PROCESS FOR AN MI
4.1 In order to apply to have an Investment Opportunity marketed through the Website, an Investor should register as an MI and complete a Financial Proposal, which will entail providing information about the Investment Opportunity, warranting the accuracy of the information provided and that necessary consents have been acquired to market the property.
4.2 If in its absolute discretion, CL accepts the proposed Financial Proposal, the MI will:
(a) Make the offer to purchase the Target Property if he has not already done so;
(b) Use CL's Nominated Conveyancers and Nominated Surveyors to conduct the usual and necessary processes involved in property transactions;
(c) Be liable for the Due Diligence Costs for the Target Property including in the event that if the purchase of the Target Property does not complete, including but not limited to:
(i) The legal costs associated with the Nominated Conveyancer's due diligence checks on the Target Property; and
(ii) The costs associated with a surveyor's report to be procured from the Nominated Surveyor.
(iii) The costs associated with appointing an agent to sell the Target Property where instructed to do so by CL
(d) Not undertake any act or omission which has the effect of bringing CL into disrepute;
(e) Invest the Agreed Capital Investment in each Investment Opportunity (if there are more than one); and
(f) Pay the associated costs in dissolving the Property Company if for whatever reason the purchase of the Target Property does not complete.
4.3 If CL in its absolute discretion is satisfied with the results of the due diligence referred to in clause 4.2, the Target Property will be listed on the CL Platform.
4.4 Each MI acknowledges that, in preparing the Investment Opportunity Contracts, CL will impose requirements upon the MI as a condition to listing the Investment Opportunity on the Website. CL shall have complete discretion as to what requirements it may impose, both in terms of the resources CL requires to offer the Investment Opportunity, the resources the MI is required to provide and the protections that CIs will receive. The MI’s obligation to pay the Listing Fee will arise prior to CL completing its due diligence. The Listing Fee shall not be refundable, even if the Investment Opportunity is not listed or is withdrawn from the Website for any reason.
4.5 Where the MI and CL agree as part of the Financial Proposal, the MI will inject equity into the Property Company in order to cover initial costs and expenses in advance of the Property Company becoming listed on the Website. This may, for example, relate to a deposit or reservation fee in respect of exchange of contracts for purchase of a Target Property, part of the acquisition cost or associated expenses. This money will be held to CL’s order. If the purchase of the subscription process is successful, then the Property Company may redeem the proportion of MI’s equity that has been subsequently raised from the CIs. The success of the subscription and the purchase of the Target Property is at the MI’s risk and the MI may lose all of the capital invested.
4.6 MIs and CIs may have different rights to returns pursuant to different classes of investment in order to reflect the different contributions they bring to the Property Company. These rights will be set out in the Investment Opportunity Contracts.
4.7 On the completion of a purchase of each Target Property, MI will manage the Target Property in accordance with the Management Agreement.
5. INVESTMENT PROCESS FOR A CI
5.1 In order to apply to subscribe to invest in a Property Company as a CI, an Investor should register as a CI and enter into the terms of the relevant Investment Opportunity Contracts. Investment will be subject to any stated minimum subscription amount.
5.2 CL reserves the right to remove any Investment Opportunity from the Website at any time in its absolute discretion. CIs will receive interest equivalent to 3% per annum on all committed funds from the day of investment until: the property is purchased (for equity investments); the securities are issued (for debt investments); or the funds are released to the CI if the transaction falls through. These returns will be paid out on the completion of the property purchase. Once a CI has subscribed for investments and the Property Company has committed to deploy the subscription proceeds or the securities have been issued, the subscription cannot be cancelled by the CI.
5.3 If requisite funds are raised in respect of an Investment Opportunity by the Closing Date, CL will circulate an email to relevant Investors giving at least 5 days' notice that the purchase of the Target Property will be going ahead via the CL Platform.
5.4 The Property Company will use the money for the purposes stated on the Website.
5.5 Subject to clause 5.6, if the Minimum Subscription Amount is not reached in respect of an Investment Opportunity or upon earlier termination of the listing at the discretion of CL, the listing will terminate and the funds will be returned in full together with interest pursuant to clause 5.2 within 14 days.
5.6 If the Minimum Subscription Amount is not reached but the sellers of the Target Property accept a lower offer for the Target Property the Investor may still be required to invest the Agreed Capital Investment.
6. COSTS, CHARGES AND EXPENSES
6.1 CL will be entitled to the following fees payable by the Investor:
(a) A Listing Fee of £1,000+VAT in respect of each Target Property listed by CL as an Investment Opportunity, whether or not such a property is ultimately approved or purchased and such fee shall fall due from the MI to CL before CL starts to prepare the Financial Proposal and will not be reimbursed;
(b) A Success Fee of between 5% and 10% of the total amount of Investment Capital raised through CL's platform for equity investments; and between 2% and 5% of the total amount of debt raised through the platform for debt instruments; the precise percentage being stated in the Financial Proposal and the Investment Opportunity listing on the Website; and paid by the Property Company to CL at or around the time the Property Company draws down CI subscriptions;
(c) A Handling Fee of 1% of all income paid out to Investors, payable to CL by the Property Company at or around the time of payment of the income to Investors;
(d) An Annual Management Fee of between 2% and 6% of the value of debt instruments issued via the platform; the precise percentage being stated in the Financial Proposal and the Investment Opportunity listing on the Website and payable in arrears by the Property Company to CL, the first such payment becoming due on the first anniversary of issuance of the debt instruments;
(e) A Growth Fee for equity investments of between 5% and 10% of the Capital Gain of the Target Property being sold, as calculated by the Nominated Accountants; the precise percentage being stated in the Financial Proposal and the Investment Opportunity listing on the Website and payable by the Property Company to CL at or around the time of distribution of capital to Investors.
6.2 CL reserves the right to review its fees or charges for its services from time to time by providing three months' advance written notice by email of the proposed amendments, provided that such amendment shall not affect existing transactions, if detrimental to Investors.
7. COMMENCEMENT AND TERM
This Framework Agreement shall commence on the Framework Agreement Commencement Date and shall continue, unless terminated earlier in accordance with its terms.
8. LIABILITY
8.1 Nothing in this Framework Agreement shall limit or exclude either party's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
(d) any other liability which cannot be limited or excluded by applicable law, including liability for responsibilities owed by CL under the UK financial services regulatory regime.
8.2 Investing in property carries certain risks and the Investors have satisfied themselves that this risk is acceptable. CL offers no guarantees or assurances to any financial gain whatsoever through the Investment Opportunities, including fixed returns Property Companies undertake to provide to Investors, and property prices can go down as well as up.
8.3 Whilst CL will take reasonable steps to ensure that the information contained on the Website is clear, fair and not misleading, any information supplied by third parties, indications, estimations or any other material contained on the Website are not intended to be advice or representations of fact. The Investor is solely responsible for seeking his own independent legal and professional advice and satisfying himself with his own due diligence before investing through the Website.
9. TERMINATION
9.1 Without affecting any other right or remedy available to it, CL may terminate this Framework Agreement with immediate effect by giving Notice to the Investor if any or a combination of the following events occur:
(a) the Investor commits a material breach of any term of this Framework Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(b) the Investor repeatedly breaches any of the terms of this Framework Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Framework Agreement;
(c) the Investor suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; (d) the Investor commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the bankruptcy or winding up of an Investor (other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party);
(f) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed, of an Investor;
(g) the Investor is the subject of a bankruptcy petition or order;
(h) CL suspends or ceases carrying on all or a substantial part of its business or considers that it does not or may not hold appropriate regulatory permissions to continue to provide its services.
(i) Failure to exchange contracts or complete the purchase of the Target Property for any reason whatsoever and / or failure to register the purchase of the Target Property at the Land Registry in the name of the Property Company.
9.2 For the purposes of clause 9.1(a), material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from:
(a) a substantial portion of this Framework Agreement; or
(b) any of the obligations set out in clauses 4 or 5,
over the term of this Framework Agreement. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
9.3 Either party can terminate this Framework Agreement by providing one month's written notice to the other.
10. CONSEQUENCES OF TERMINATION
10.1 Termination of this Framework Agreement, howsoever arising, shall not affect any Investment Opportunity Contract in force at the date of such termination, which shall continue in full force and effect, unless terminated in accordance with its own terms.
10.2 Termination of any Property Investment Contract shall not affect any other Property Investment Contract or this Framework Agreement.
10.3 On termination of the Framework Agreement:
(a) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to fees that have already accrued and the right to claim damages in respect of any breach of the Framework Agreement which existed at or before the date of termination shall not be affected; and
(b) the following clauses shall continue in force: clause 1(Interpretation), clause 4.5 (advance equity injection by MIs), clause 8 (Limitation of liability), clause 10 (Consequences of termination), clause 20 (Governing law), clause 21 (Jurisdiction), Schedule 1 (Definitions).
11. VARIATION
CL may amend this Framework Agreement in the following circumstances:
11.1 the amendment is required by law or is not to the detriment of Investors and CL has provided notice to Investors by email as soon as reasonably practicable after the amendment;
11.2 CL has provided at least 2 months’ written notice of the change to Investors and such change does not affect existing transactions entered into by Investors.
12. WAIVER
12.1 A waiver of any right or remedy under this Framework Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
12.2 A failure or delay by a party to exercise any right or remedy provided under this Framework Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Framework Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
12.3 A party that waives a right or remedy provided under this Framework Agreement or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.
13. RIGHTS AND REMEDIES
Except as expressly provided in this Framework Agreement, the rights and remedies provided under this Framework Agreement are in addition to, and not exclusive of, any rights or remedies provided by law or contained in any Property Investment Contract and any dispute arising between the Parties to this Framework Agreement shall be resolved in accordance with Clause 20.
14. SEVERANCE
14.1 If any provision or part-provision of this Framework Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Framework Agreement.
14.2 If one party gives notice to the other of the possibility that any provision or part- provision of this Framework Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision..
15. ASSIGNMENT AND OTHER DEALINGS
The Investor may not assign, transfer or subcontract any or all of its rights and obligations under this Framework Agreement without the prior consent of CL.
16. NO PARTNERSHIP OR AGENCY
16.1 Nothing in this Framework Agreement 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, or authorise any party to make or enter into any commitments for or on behalf of any other party.
16.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
17. THIRD PARTY RIGHTS
17.1 A person who is not a party to this Framework Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Framework Agreement;
17.2 CL will not be a party to the Investment Opportunity Contracts but will exercise Third Party Rights under the Contracts (Rights of Third Parties) Act 1999 and such subsequent Investment Opportunity Contract shall contain the relevant provisions to give effect to this right.
18. NOTICES
18.1 This clause does not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall include e-mail.
18.2 Any notice or other communication required to be given to a party under or in connection with this Framework Agreement shall be in writing and sent by email to CL using the email address [email protected]
18.3 Any notice or communication shall be deemed to have been received at 9.00am on the next working day after transmission.
19. COMPLAINTS AND COMPENSATION
19.1 CL has established procedures in accordance with the Financial Conduct Authority's rules for the effective consideration of complaints. Investors should contact CL to request a copy of its complaint handling policy. We will refer complaints relating to ShareIn to it on your behalf.
19.2 If an Investor is still unhappy with the outcome of a complaint and is eligible to complain, he can write to the Financial Ombudsman Service at South Quay Plaza, 183 Marsh Wall, London E14 9SR. Telephone 0800 023 4567 or email [email protected]. More information about the eligibility criteria and rules of the Financial Ombudsman Service can be found at www.fos.org.uk.
19.3 ShareIn Limited participates in the Financial Services Compensation Scheme (the "FSCS"). If CL or ShareIn owe you money in connection with the CL service and are unable to pay it, then you may be entitled to compensation from the FSCS, up to a maximum of £85,000.
19.4 For more information, including information about eligibility, you can contact the FSCS in writing at 7th Floor, Lloyds Chambers, Portsoken Street, London, E1 8BN by telephone on 0800 678 1100, by email to [email protected] or by going to www.fscs.org.uk.
20. GOVERNING LAW
This Framework Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
21. JURISDICTION
Subject to clause 19, each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Framework Agreement or its subject matter or formation (including non-contractual disputes or claims).
Schedule 1 Definitions
1. Definitions
In this Framework Agreement and each Investment Opportunity, the following definitions apply:
Agreed Capital Investment: the investment made by the Investor in an Investment Opportunity, being a sum agreed in respect of each individual Investment Opportunity
Articles of Association: a constitutional document of the Property Company which set out the basic management and administrative structure of the company. They regulate the internal affairs of the company including, for example, the issue and transfer of investments, board and shareholder meetings, powers and duties of directors, dividends and borrowing powers of the Property Company
Board: a body of elected or appointed directors as constituted from time to time who jointly oversee the activities of the Property Company
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business
Capital Gain: profit that results from the disposition of a Target Property
Closing Date: if applicable, the date when the subscription period in respect of a Target Property closes as specified on the CL Platform as updated from time to time at the sole discretion of CL
CL: CrowdLords Limited
CL Platform: a restricted area of the Website where only approved Members of CL can access and where property details are listed and the Investors can make investments at www.crowdlords.com
Contingency Fund: any fund agreed as part of the Financial Proposal to be used to undertake specified activities in relation to the Target Property and/or to cover any unforeseen liabilities
Crowd Investors: Individual investors who invest money in the Property Companies listed on the CL Platform and who have entered into this Framework Agreement with CL
Due Diligence Costs: costs payable by the MI relating to Target Property particularised in clause 4.2(c)
FCA: the Financial Conduct Authority and its successors, the UK regulator responsible for regulation of the conduct of firms authorised under the Financial Services and Markets Act 2000
Financial Proposal: the financial modelling agreed between the MI or the Property Company and CL in respect of the Investment Opportunity, which may include the distribution of returns that will be paid to Investors, budgets, a Contingency Fund and other information about the target property and which is reflected in the Investment Opportunity listing on the CL Platform
Framework Agreement Commencement Date: the date when the Investor agreed to the terms and conditions set out within the Framework Agreement via the Website
Independent Director: a non-executive director of the Property Company who is independent of all Investors
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world
Investment Capital: the amount of money raised through the CL platform to invest in a particular Investment Opportunity
Investment Opportunity: an opportunity to invest in equity or debt issued by a Property Company
Investment Opportunity Contracts: each contract relating to investment in a Property Company by a CI or an MI
Investor: a person who wishes to invest in Investment Opportunities and can be a Managing Investor, a Crowd Investor or both (but only one in respect of the same Property Company)
Listing Fee: the fee described in clause 6.1(a)
Management Agreement: the agreement entered into by a Property Company issuing equity investments and the MI governing the management and day-to-day running of each property
Managing Investor: one or more investors who identifies a property or properties to list for equity investment on the CL Platform, has entered into the Framework Agreement with CL and will enter into a Management Agreement with a Property Company.
Members: persons who have registered on the Website and who have successfully completed the Vetting Process
Minimum Subscription Amount: the minimum amount of money required to be raised by the Property Company in order to issue securities
Nominated Accountants: accountants nominated by CL and appointed by the Property Company to manage the Property Company accounts and to assist to determine dividend entitlements
Nominated Conveyancer: conveyancers nominated by CL to carry out the sale and purchase of the Target Property on behalf of the Property Company
Nominated Surveyor: chartered surveyors nominated by CL to carry out a report on Target Property
Property Company: a company incorporated to acquire and deal with the Target Property or a company that issues property-related debt instruments
Registration Form: the form accessible at www.crowdlords.com where prospective investors register and provide details for CL's approval
Target Property: the UK property listed on the Website for which the MI or the Property Company is seeking investment
VAT: value added tax
Vetting Process: the review of the information provided by a prospective member of the site in respect of suitability, identity and source of funds
Website: www.crowdlords.com including any current or future version of the website operated by CL and any current or future CL mobile application through which CL's services can be accessed