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9th October 2017
THE LAND CLUB LTD PLATFORM
The following terms and conditions ("Terms") explain:
how to use the Land Club Ltd ("Land Club") platform (the "Platform");
how to become an Investor ("Investor") in a special purpose vehicle ("SPV") limited company listed on the Platform; and
how you may use the website provided and maintained by Land Club at landclub.co.uk (the "Site").
References in these Terms to "we", "us" and "our" means Land Club. References to "you" and "your" means an Investor on the Site. References to “Agreement” mean the agreement between us and the Investor in relation to the use of the Site in accordance with these Terms.
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. REGISTRATION AS AN INVESTOR
1.1 To become an Investor on the Platform you must register your details on the Site 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; or
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, you will be required to electronically complete one of our certificates which certifies that you are (a) a sophisticated investor or (b) a high net worth investor or (c) a high net worth company.
1.3 On registering with us, you must provide an 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 and up to date 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 4 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 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, you will be asked to upload certain identity documents. This is to enable identity and fraud checks to be carried out on you and where applicable on you as a proprietor, member or director of your business and on other members, or directors of the business. Any such identity and fraud checks will be carried out by Mangopay SA ("Mangopay") pursuant to their terms and conditions mangopay.com/terms/Mangopay_Terms-EN.pdf We use our own internal guidelines and policies when assessing applications but have complete discretion as to whether to allow you to be an Investor on the Platform. We may ask you to submit details of passports or other identification documents, bank details plus a utility bill and anything else we, Mangopay or any of our agents or advisors may reasonably request in order to confirm your identity.
1.6 If your registration is approved by us, you will be entitled to make offers to invest in shares in SPVs ("Investment Listings")listed on the Site (see section 5 for further details). We may, however, at our absolute discretion refuse to permit you to invest in any SPVs 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 stipulate minimum and maximum thresholds for amounts that you can invest and will inform you about any such thresholds in the details provided for an Investment Listing on the Site.
1.7 You may only invest using your own name and you must ensure that all offers for subscription of shares are made exclusively on your own behalf.
2. OVERSEAS RESIDENTS
2.1 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 SPVs or affected by the laws or regulatory requirements of the relevant overseas jurisdiction in relation to investments in the SPVs.
2.2 Overseas Residents from the following jurisdictions are not permitted to invest in SPVs listed on the Platform: Australia, Canada, Japan, the United States of America, China, South Africa and such other countries as we may from time to time notify to prospective Investors ("Excepted Overseas Residents").
2.3 It is the responsibility of any Overseas Resident wishing to subscribe for shares in an SPV ("Subscription") to satisfy themselves as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with the Subscription (and holding of shares) 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). The Overseas Resident agrees to indemnify 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 SPV is not required to accept any application to subscribe for shares by an Overseas Resident unless such Overseas Resident confirms in writing (as part of the registration process) 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 in an SPV;
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
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 SPV involves risks, which can include illiquidity, a potential lack of dividends, loss of investment and dilution, and it should be done only as part of a diversified portfolio. Property prices can go down as well as up and any estimated returns listed on the Site are purely indicative based on our estimations of the market and expected returns. Any estimated returns are not guaranteed by us and are subject to the performance of the property market.
3.2 We strongly advise that you carry out your own due diligence on the Investment Listings offered through the Site and any information provided by us in order to ascertain the risks involved. Any decision to invest in an SPV is solely your own and we do not provide advice on the quality or viability of any property or investment listed.
5.1 You can select the property that you are interested in from the Investment Listings on the Site which will contain details of properties which have been sourced for acquisition. An SPV will have been incorporated for the purposes of acquiring, holding and developing the property.
5.2 You will be entitled to make an offer to subscribe for shares in the relevant SPV for a period ending on the earlier of:
5.2.1 the SPV reaching its target level ("Target Level") of investment (as set out in the Investment Listing or as varied from time to time by the SPV); or
5.2.2 5pm on the date set in the Investment Listing (or as varied from time to time by the SPV) as the final date on which investments can be made,
(the "Offer Period").
5.3 Upon making an offer to subscribe for shares within the Offer Period, you will be requested by us to transfer the subscription price for the relevant number of shares (the "Subscription Price") within 14 days (of making your offer) in accordance with clause 7. Should you fail to transfer the Subscription Price within 14 days of making the offer, your pledge will be cancelled. Shares in the SPV will be issued to you (and a contract ("Contract") will arise between you and the SPV) once the Offer Period has expired subject to (i) receipt of the Subscription Price being confirmed to us and the SPV (ii) the minimum investment (the "Minimum Investment") required by the SPV (as set out in the Investment Listing) being raised and (iii) a contract for the purchase of the relevant property being exchanged with the relevant property vendor, pursuant to which the property will be purchased at a certain future date.
5.4 For the avoidance of doubt, if the Investment Listing is not successful (for example, if the Minimum Investment is not raised within the Offer Period), no Contract will arise between you and the SPV. In the event that you have transferred the Subscription Price (in accordance with clause 7) and the Investment Listing is not successful, the Subscription Price will be returned promptly to your account.
5.5 You acknowledge that where you become a shareholder in an SPV, you will be subject to the SPV’s articles of association which will detail the rights, obligations and restrictions attaching to the shares together with how returns will be distributed.
5.6 In circumstances where an Investment Listing is oversubscribed (in that offers to invest exceed the Target Level required) we will create a reserve list of potential Investors (the "Reserve List"). We will contact potential Investors who we have deemed (in our absolute discretion) may be placed on this Reserve List and invite them to transfer their proposed Subscription Price in accordance with clause 7. Investors will only be placed on the Reserve List once we have confirmed receipt of their Subscription Price. Should any opportunities to invest in the particular Investment Listing materialise (for example, due to an Investor not transferring the Subscription Price in accordance with these terms) we will contact prospective Investors on the Reserve List (who we will choose at our absolute discretion) and confirm to them that their offer for subscription has been accepted.
6. WARRANTIES AND UNDERTAKINGS
You warrant to us that all information provided by you to us in the course of the registration and investment process is true and accurate in all respects and that you will update us promptly if any of the information you provide to us changes.
7. PAYMENT OF THE SUBSCRIPTION PRICE
7.1 When making a Subscription, Investors will be required to transfer the Subscription Price to an "e-wallet" ("Wallet") in the name of the relevant SPV which is held securely and administered by Mangopay mangopay.com/terms/Mangopay_Terms-EN.pdf for the duration of the Offer Period. Prospective Investors who are placed on a Reserve List will also be required to transfer the Subscription Price to the Wallet.
7.2 If an Investment Listing is successful (meaning that the offers placed would raise the Target Level specified in the Investment Listing within the Offer Period), the sums contained within the Wallet will be released by Mangopay to the SPV who will be able to draw down (or direct the transfer of) such sums required by it (or its agents or advisors) for the acquisition and development of the property. A certain proportion of the funds will be directed to the SPV’s client account with its nominated law firm who will carry out the conveyancing in respect of the acquisition of the property.
7.3 If an Investment Listing is not successful, the sums contained within the Wallet will be returned promptly to the Investors.
8. THE ROLE OF LAND CLUB
We perform an administrative role in managing the Platform and updating the Investment Listings. We also facilitate the investment in SPVs by providing the relevant documentation to Investors. We also assist the SPVs with the sourcing, management, disposal and financing of properties pursuant to the terms of a management services agreement which we will enter into with each SPV.
9. TERMINATING YOUR MEMBERSHIP OF THE LAND CLUB PLATFORM
9.1 You are entitled to terminate your membership on the Platform on 7 days' written notice to us unless you have any outstanding or incomplete offers for investment in any Investment Listing in which case you may only terminate your membership if you have withdrawn your offer.
9.2 We may terminate your membership on the Platform at any time and for any reason, including but not limited to if:
9.2.1 you breach these Terms; or
9.2.2 you are in breach of the articles of association of an SPV; or
9.2.3 we suspect that you have committed fraud, been involved in money laundering, other criminal activities or any other improper activities; or
9.2.4 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
9.2.5 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;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;
(c) 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
9.25 there is no activity in respect of your membership within a 12 month period.
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 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 information 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.
10.12 You agree that Land Club makes no warranty or representation as to the ability of any SPV to distribute returns and we are in no way liable for the debts of any SPV. You acknowledge that you are investing entirely at your own risk.
10.13 You agree to keep confidential and not to use, disclose or communicate any and all content of the Site (except in the course of obtaining professional advice in respect of the same or with our written consent or as required by law). This restriction will continue to apply after any termination of membership.
10.14 Calculations we may provide on the website of the likely rate of return on investments are for guidance purposes only and are not guaranteed.
10.15 We make no representation or warranty as to the accuracy of the data displayed on an investment request page, nor whether the information is up to date or error free.
10.16 We do not guarantee that there will be sufficient bids to fully fund an investment in an SPV or that there will be sufficient or appropriate investments for you to invest i
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 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.
12.3You 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.
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
16.1 The material displayed by us on the Site is provided without any guarantees, conditions or warranties as to its accuracy.
16.2 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.
16.3 You must make your own assessment of the viability, accuracy and prospects of the Investment Listings and where necessary should consult professional advisers for assistance in making such an assessment. In particular, you should review the contents of the disclaimers, risk warnings and regulatory notices on the Platform and in respect of each Investment Listing. You acknowledge that you are investing entirely at your own risk.
16.4 You acknowledge that we do not provide you with any advice or recommendations in relation to investments in any SPV nor are we liable for the debts of any SPV or any failure by an SPV to distribute returns in accordance with its articles of association.
16.5 Notwithstanding the generality of clauses 16.1 to 16.4 (inclusive) and to the extent permitted by the law we hereby expressly exclude:
16.5.1 all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity;
16.5.2 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.
16.6 Nothing in these Terms shall limit our liability for personal injury, death, fraud or any other liability which cannot be lawfully excluded.
17. INFORMATION ABOUT US
17.1 Land Club is a company incorporated in England and Wales, whose registered number is 10664020 and whose registered office is at 41-43 Brook Street, London, W1K 4HJ.
17.2 Land Club is registered with the Information Commissioner with registration number ZA244767.
17.3Land Club is an appointed representative of ShareIn Limited a company registered in Scotland under company number SC408803 and authorised and regulated by the FCA with registration number 603332.
18.1 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 landclub.co.uk.
18.2 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).
You have a right to cancel your Agreement with us at any time within a period of 14 days from pledging to make any investment on the Platform (as an Investor) ("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 17.4. If you do not exercise your right to cancel within the Cancellation Period you will lose your right to cancel.
21. CLIENT CATEGORISATION
All Investors will be classified as retail clients (as defined by the FCA in its rules and handbook) and Investors agree to provide any information that we require to enable us to comply with the FCA’s categorisation rules. If an Investor disagrees with this classification they should inform us immediately in writing.
22. OTHER IMPORTANT TERMS
22.1 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.
22.2 All disclaimers, indemnities and exclusions in these terms and conditions shall survive termination of the Agreement between us for any reason.
22.3 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.
22.4 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
22.5 These Terms and any document referred to in these Terms and our website terms and conditions landclub.sharein.com/legal/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.
22.6 We may exercise any of our rights under these Terms directly or through any company or other legal entity which is under the control or ownership of Land Club from time to time.
22.7 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.
22.8 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.
22.9 These Terms are drafted in the English language and we will communicate with you at all times in the English language.
Investing in property developments such as those promoted by Land Club involves risks including loss of capital. This means that there is a risk that you could lose some or all of the money that you put in. There is currently no resale market for property developments promoted by Land Club. This means that you will not be able to easily sell you share of a property development if you need to get your money back quickly. Investments made through Land Club are not covered by the Financial Services Compensation Scheme (FSCS).
Land Club is an appointed representative of Share In Ltd, which is authorised and regulated by the Financial Conduct Authority (603332). Pitches for investment are not offers to the public and investment can only be made by registered investors on the basis of information provided by Land Club.