Terms and Conditions

1. INTRODUCTION

1.1  Welcome to Crowd2Fund, which is operated and owned by Crowd2Fund, a limited company incorporated in England with registered number 08472687 and registered address at 242 Acklam Road, London, W10 5JJ (“Crowd2Fund”, “we” and “us”). We may make our services available through a number of channels. Currently our services are available through the Website at www.crowd2fund.com (the “Website”).

• 1.2  Crowd2Fund provides a range of services (the “Services”) including without limitation facilitating:
  • (a) “Equity” whereby a Campaign Creator can communicate an offer via the Website to issue shares in an incorporated entity in exchange for an investment by one or more investors (each an “Investor”) at a pre-agreed valuation set out in the Campaign Description;
  • (b) “Debt” whereby a Campaign Creator can communicate its desire to borrow from one or more lenders (each a “Lender”) on the terms set out in the Campaign Description and Lenders can communicate and offer to lend certain amounts;
  • (c) “Rewards” whereby a Campaign Creator can offer certain unique non-monetary rewards in return for Supporting Contributions to one or more supporters (each a “Supporter”);
  • (d) “Donation” whereby a donor (each a “Donor”) can donate money to a Campaign without any reward or other consideration;
  • (e) “Revenue Loan” whereby a Campaign Creator can offer a percentage of their revenue for a prescribed period in return for Investment Amounts plus a premium.
  • (f) “ISA” whereby a User can apply for an Crowd2Fund ISA held by us.

1.3  Crowd2Fund also provides a range of additional services to help each Campaign Creator build a community of Investors, Lenders, Donors and/or Supporters around his Campaign and to assist the Campaign Creator with managing communications and providing information on an on-going basis to his community.

2. CROWD2FUND’S TERMS OF BUSINESS

2.1  These terms and conditions (the “Website Terms”) set out the terms and conditions on which each User of the Website accesses and uses the Website and the Services provided through the Website. These Website Terms also govern the terms and conditions on which you use the Services and access the Website.

• 2.2  In addition to these Website Terms, Crowd2Fund publishes the following additional documents that govern various aspects of our Services:
  • (a) Privacy Policy which sets out how we collect, store and process personal data provided by our Users;
  • (b) Equity Terms which set out the terms on which we provide our Equity Services and how Users can use such Services;
  • (c) Debt Terms which set out the terms on which we provide our Debt Services and how Users can use such Services (which also include the Loan Conditions and Debenture);
  • (d) Rewards Terms which set out the terms on which we provide our Rewards Services and how Users can use such Services;
  • (e) Donation Terms which set out the terms on which we provide our Donation Services and how Users can use such Services;
  • (f) Revenue Loan Terms which set out the terms on which we provide our Revenue Loan Services and how Users can use such Services.
  • (g) ISA Terms which set out the terms on which we provide our ISA Services and how Users can use such Services.
  • (h) assets and liabilities statement.

2.3  Any capitalised term not defined herein shall have the meaning given in one or more of the documents in paragraph 2.2. Each of the documents set out in paragraph 2.2 above in conjunction with these Website Terms constitute the entire agreement between Crowd2Fund and each User (together the “User Terms”).

2.4  Any use of the Website and/or the Services shall be governed by the User Terms, the Privacy Policy and any of the additional documents detailed in paragraph 2.2 that apply to such usage.

2.5  Please review the User Terms carefully and make sure that you understand them before using the Website. If you do not agree to the User Terms, you must cease use of the Website immediately.

2.6  By using the Website, you agree to be bound by the User Terms. You also agree to the Privacy Policy and agree to Crowd2Fund’s use of cookies set out therein.

2.7  Crowd2Fund may update the User Terms from time to time so please review the relevant pages regularly. Should you object to any term or condition, guideline, or subsequent changes made to the Website then you must immediately cease use of the Website.

3. DEFINITIONS

• 3.1  Capitalised terms used in these Terms shall have the following meanings:
  • Business Wallet: means the Wallet belonging to the Campaign Creator.
  • Campaign: the process by which a Campaign Creator lists a crowdfunding campaign on the Website for the purpose of receiving.
  • (a) Support Contributions in exchange for providing Rewards, or
  • (b) Investment Amounts in exchange for the issue of Shares and/or the grant of the loan (as applicable) on the condition that the Target Amount is reached.
  • Campaign Closing Date: the date set by Crowd2Fund by which the Campaign must reach its Target Amount. Crowd2Fund may extend this date in its sole and absolute discretion.
  • Campaign Creator: the business, whether an incorporated or unincorporated entity, seeking to raise funds via the Website. For the avoidance of doubt, any Campaign Creator operating an Equity Campaign must be a limited company incorporated and registered in England, Wales or Scotland.
  • Campaign Description: the information submitted by the Campaign Creator detailing his Campaign and the terms of the Campaign and subsequently approved by Crowd2Fund for listing on the Website.
  • Certified: means a High Net Worth Individual who has signed the statement in Part 1 of Schedule 5 of the FPO 2005. Commencement Date: the date from which an Investor, Lender, Donor or Supporter (as applicable) can make a pledge in respect of a Campaign.
  • Crowd2Fund Escrow Wallet: the segregated wallet which holds pledged Investment Amounts on behalf of Users until the Campaign Closing Date.
  • Crowd2Fund Fees: the fees payable to Crowd2Fund as detailed in the User Terms and/or on the Fees page of the Website as updated from time to time. FCA: means the Financial Conduct Authority.
  • FPO 2005: means Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
  • High Net Worth Individual: has the meaning given to it under Article 48 of the FPO 2005 and PERG 8.14.22 of the FCA Handbook.
  • Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in 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 (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
  • Investment Amount: amounts equal to, and in excess of, the Minimum Contribution pledged by an Investor to a Campaign.
  • Investor: a registered user of the Website who pledges an Investment Amount in respect of a Campaign.
  • FinBlocks: means the programming interface that tracks the flow of money into and out of the Crowd2Fund segregated client account and monitors transactions to apportion the correct funds to the correct user wallet provided by FinBlocks Limited, a private limited company with a registered office at 28 Ely Place, 3rd Floor, London, United Kingdom, EC1N 6TD and company number 11269670.
  • Minimum Contribution: the minimum amount that an Investor can invest, a Lender lend, a Donor make a donation, or a Supporter pledge (as applicable) in respect of a Campaign.
  • Retail Client: has the meaning given in COBS 3.4.1R of the FCA Handbook.
  • Sophisticated Investor: has the meaning given to it under Article 50A of the FPO 2005 and PERG 8.14.27 of the FCA Handbook. Target Amount: the minimum aggregate amount of Support Contributions or Investment Amounts (as applicable) required to be pledged in order for the Support Contributions or Investment Amounts (as applicable) to be released to the Campaign Creator. This amount will be detailed in the Campaign Description. User: any person or company (whether incorporated or unincorporated) who uses the Website and/or its Services.
  • Wallet: means an Investor’s or Lender’s individual virtual wallet on the Website from which an Investor can add, transfer or withdraw money. The money held in these virtual wallets is physically held by Crowd2Fund.

3.2  A reference to “he”, “him” or “his” shall as applicable include or be treated as a reference to “she”, “her” or “hers”.

4. CREATING AN ACCOUNT

• 4.1  You are free to browse the Website without creating a User account (an “Account”). However, in order to:
  • (a) create a Campaign; and/or
  • (b) make use of the Equity, Debt, Rewards, Donation and/or Revenue Share Services; and/or
  • (c) interact with other Users, you will need to register an Account and become a User.

• 4.2  To be eligible to create an Account, you must:
  • (a) be 18 years of age or older;
  • (b) be a resident of the United Kingdom;
  • (c) have a UK bank account; and
  • (d) provide information to Crowd2Fund as detailed below.

4.3  You can create an Account by entering your name, email address and further information as detailed in the Privacy Policy. Alternatively, you can login to the Website and create an Account through a profile held in your name with a social networking website (an “External Profile”). In the event that you seek to login through an External Profile, Crowd2Fund will use certain information about you contained on such External Profile to populate forms on the Website.

• 4.4  Before finalising the creation of an Account, you must explicitly accept:
  • (a) the User Terms;

4.5  An electronic identity check will be conducted as part of the verification process when you apply to create an Account. This check may leave what is known as a “soft footprint” on your credit file that will only be visible to you and will not affect your credit rating. You hereby consent to Crowd2Fund (or one of its service providers) carrying out an electronic identity check.

4.6  You will be sent a confirmation email that will contain a link for you to confirm your registration and select a password for your Account. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party. If you lose or have your password stolen, you must contact Crowd2Fund either by phone or email. Crowd2Fund will re-issue a password in accordance with their security procedures as updated from time to time.

4.7  Each time you seek to access User-only services on the Website, you will be required to login to your Account. If you use certain Services, you will also be required to complete additional self-certification.

4.8  Crowd2Fund may reject any registration, close any Account and withdraw User access to the Website for any reason, immediately and without notice, at its sole and absolute discretion, including if you provide false or incorrect User Account information, establish multiple accounts or do not notify Crowd2Fund of changes to your User profile information immediately.

• 4.9  Where you have created an Account and decide to use any of the Services, you may be required to provide, to the satisfaction of Crowd2Fund, a copy of one or more of the following:
  • (a) passport;
  • (b) proof of address;
  • (c) articles of association;
  • (d) register/memorandum of association/incorporation;
  • (e) registered address and the legal system governing the company;
  • (f) a declaration form of all shareholders that own more than 10% of the company (signed by all said shareholders) and proof of identification of these shareholders; and/or
  • (g) proof of identification for the director or person authorised to create the Account.

5. YOUR ACCOUNT

5.1  You represent and warrant that all information provided by you when you register an Account is true, complete, current and correct in all material respects.

5.2  You undertake to notify us in the event that any information changes by updating your Account information via your user dashboard.

5.3  You undertake to notify us in the event that any information changes by updating your Account information via your user dashboard.

6. WALLET

6.1  In order to make a payment into the account via debt card, a User will be led directly to JudoPay to enter his debit card details or bank account details to facilitate payment of the amount of the relevant amount in accordance with the provisions of this paragraph.

6.2  By providing his debit card details to JudoPay, the User irrevocably authorises JudoPay (as applicable) to demand, take and authorise payment of the Support Contribution or Investment Amounts.

6.3  In the event that JudoPay is unable to take payment of the relevant amount due to there being insufficient funds in the bank account connected with the debit or on the credit card or the bank account provided to JudoPay or for any other reason, JudoPay shall be permitted to make two further attempts to take such payment.

6.4  Funds held in an shall not accrue interest.

6.5  Funds held by Crowd2Fund on your behalf are held in a segregated client account separate from any funds belonging to Crowd2Fund. Crowd2Fund complies with the client money rules of the FCA and all other applicable UK requirements relating to client money.

6.6  To withdraw funds from an account or Business account, a user must request a withdrawal, after passing ID checks and providing a bank account. The withdrawal request is submitted for our team to review. The withdrawal will be processed after validation with a security code.

6.7  A charge on the transfer of funds to an account or business account from a debit card shall be borne by the respective User. The User shall be informed of this cost prior to making such transfer if any.

6.8  Any taxation on any transaction performed through the Platform is the responsibility of the relevant user. Crowd2Fund suggests that each user contemplating making a transaction to seeks independent professional advice prior to effecting any transaction. In particular, the availability of any tax relief is not guaranteed and may be subject to matters outside of the control of the user.

6.9  If a User believes an unauthorised transaction has occurred, he must notify Crowd2Fund as soon as possible or in any case, no later than 13 months from the date of the transaction. Users who do not notify Crowd2Fund within this timeframe shall automatically waive any right that they have had in relation to the disputed transaction.

• 6.10 After each transaction between an account and the Crowd2Fund client funds bank account, Crowd2Fund shall provide the following information to the User who initiated the transaction:
  • (a) The amount of the transaction and the purpose of the transaction; and
  • (b) The date of receipt of the corresponding order and/or the date that the corresponding amount of money has been transferred.

7. PLEDGING PROCESS

7.1  When a User who creates an Account is an Investor, Lender or Supporter (as the case maybe) and would like to invest in a Campaign, he must transfer at least the requisite Investment Amount into his Wallet in accordance with clause 6.

7.2  When the User makes a pledge, the Investment Amounts shall be transferred to Crowd2Fund Escrow Wallet. The Investment Amounts will remain in the Crowd2Fund Escrow Wallet until the Campaign Closing Date

7.3  If the Campaign has reached its Target Amount before the Campaign Closing Date, the Investment Amount shall be transferred from the Crowd2Fund Escrow Wallet to the Business Wallet.

7.4  If a Campaign has not reached its Target Amount before the Campaign Closing Date, the Investment Amount shall be transferred from the Crowd2Fund Escrow Wallet to the Business wallet, as the Business may still borrow the amount raised, even if it is not the total amount.

7.5  If you make a pledge to a Campaign that reaches the Target Amount, you irrevocably authorise Crowd2Fund to act as your agent to enter into any agreement on your behalf relating to the Campaign in which you have made a pledge.

7.6  You agree that Crowd2Fund shall be permitted to sign in any capacity including, but not limited to, as agent, any document or do any thing required to effect any matter set out in these Website Terms, the User Terms or any other terms applicable to your transaction using the Crowd2Fund platform. This authority shall include without limitation signing any waivers in respect of pre-emption rights, shareholders’ agreements, loan agreements and other documentation with any Campaign Creator.

8. USER CONTENT

8.1  Any content uploaded to the Website including, but not limited to, Campaign content or comments posted by Users in relation to any Campaign is defined herein as “User Content”.

8.2  The User who uploads User Content retains all the rights of ownership owned by him (including any Intellectual Property Rights) in such User Content.

8.3  The User grants an irrevocable, worldwide, transferable, perpetual, royalty-free, sub-licensable, non-exclusive licence to Crowd2Fund to use, modify, publish, distribute, translate and display any or all such User Content whether in public, in any medium and form whether now or hereafter developed, in any jurisdiction now and in the future (the “Crowd2Fund License”). For the avoidance of doubt, the Crowd2Fund License shall extend to User Content which includes any mark, trademark, likeness and/or biographical materials.

8.4  Crowd2Fund shall have no obligation to identify any User or acknowledge his ownership of any User Content but may do so if it wishes.

8.5  Crowd2Fund grants an irrevocable, perpetual, worldwide, royalty-free license to each User to view, download, distribute (subject to the below) and otherwise use any User Content for the purposes of taking advantage of the Services (the “User License”) on condition that the use of such User Content by any User is limited to non-commercial use and any distribution of such User Content contains a clear and unequivocal acknowledges that such User Content is owned by the relevant User and licensed from Crowd2Fund.

• 8.6  Each User hereby represents and warrants to Crowd2Fund that any User Content uploaded by him to the Website and/or transmitted to any User via the Website that:
  • Technical Data from the following parties:
  • (a) such User has the right to publish such User Content (whether by virtue of ownership of the Intellectual Property Rights in such User Content or as a result of the grant to the User of a license to use and publish such User Content);
  • (b) with regards to a Campaign, such User Content uploaded by a Campaign Creator relates solely to the Campaign Creator and does not represent any other business;
  • (c) the publication of such User Content on the Website is not likely to bring the reputation of Crowd2Fund into disrepute;
  • (d) such User Content:
    • is accurate to the best of the User’s knowledge;
    • is not illegal in the UK or in any jurisdiction in which such User Content might reasonably be expected to be viewed and does not promote any illegal activity;
    • does not promote terrorism or assist any person in committing or procuring the commitment of any act of terrorism;
    • does not encourage or promote any political cause or affiliation;
    • is not of a pornographic, sexually explicit, violent, offensive or obscene nature;
    • does not promote racism, bigotry, hatred or physical harm of any kind against any person or group of persons;
    • does not contain libellous or otherwise untrue statements about any person (whether living or dead) and does not harass or advocate the harassment of any person;
    • does not depict any person less than 18 years of age (whether or not decent or indecent), unless it is reflective of the business activities.
    • is not likely to cause offence to any viewer of such User Content;
    • does not promote or relate to any pyramid scheme, contest, lottery, sweepstake, or barter activity; and
    • is not likely to lead a viewer to assume that the User is related to, authorised by or otherwise represents Crowd2Fund.

8.7  Each User acknowledges and agrees that Crowd2Fund may review and approve some or all User Content (at its sole and absolute discretion) uploaded to the Website and/or transmitted by any User to any other User via the Website. Crowd2Fund shall be entitled to remove any User Content without notice and without giving any reason.

8.8  Each User acknowledges and agrees that Crowd2Fund may be required to provide information about the origin of any unlawful User Content published and/or the occurrence of any unlawful activity occurring on the Website to any police or judicial authority in any country in which such User Content has been viewed and is illegal and each User hereby irrevocably authorises Crowd2Fund to provide such information to such persons (on request or in our discretion) without consulting or informing him.

8.9  If you view any User Content on the Website that you believe breaches any of the above restrictions, you undertake and agree to report such User Content to Crowd2Fund as soon as is reasonably possible.

• 8.10  You understand that:
  • (a) all User Content posted on, transmitted through, or linked from the Website, is the sole responsibility of the person from whom such User Content originated;
  • (b) Crowd2Fund does not control and is not responsible for User Content made available through the Website;
  • (c) the Website and User Content available through the Website may contain links to websites, which are completely unrelated to Crowd2Fund. Crowd2Fund makes no representation or guarantee as to the accuracy or authenticity of the information contained in any such website. Linking to any other website is entirely at your own risk;
  • (d) you must evaluate and bear all risks associated with the use of any User Content; and
  • (e) under no circumstances will Crowd2Fund be liable in any way for User Content or for any loss or damage of any kind incurred as a result of the use of any User Content listed, emailed or otherwise made available via the Website.

• 8.11  You have no right to require that Crowd2Fund deletes, amends or removes any User Content once any User Content has been published. Crowd2Fund in its sole and absolute discretion may amend, delete or remove some or all User Content. In the event that Crowd2Fund agrees to remove any User Content relating to any Campaign after such Campaign has been launched and/or has received a pledge or other support of any kind, Crowd2Fund reserves the right in its sole and absolute discretion to:
  • (a) annotate the User Content to make it clear what has been changed and/or removed;
  • (b) email each person who has given a pledge or other support of any kind to notify such person of the change and give such person the right to withdraw his pledge or other support; and/or
  • (c) require that the Campaign is cancelled and relaunched with the amended User Content and that each person who has given a pledge or other support of any kind is given the right to withdraw his pledge or other support.

9. CROWD2FUND CONTENT

9.1  All content contained on the Website or in any communication, or post on any social media platform other than User Content (together “Crowd2Fund Content”) belongs to Crowd2Fund or has been licensed to Crowd2Fund by third parties.

• 9.2  Crowd2Fund grants you a limited, terminable, non-transferable, revocable licence to use, display and save Crowd2Fund Content solely in accordance with the following:
  • (a) other than in respect of a Campaign Creator, for personal non-commercial use;
  • (b) for the purposes of using the Services as contemplated by the User Terms; and
  • (c) by:
    • downloading such Crowd2Fund Content to one computer; and/or
    • printing one copy of such Crowd2Fund Content; and/or
    • viewing any video or image on one computer, in each case on condition that the format and display of any Crowd2Fund Content is not altered and any copyright notice and disclaimer or risk warning notice contained on the version of such Crowd2Fund Content found on the Website remains clear and visible.

10. INFRINGEMENT

• 10.1  By using the Website you acknowledge and agree that Crowd2Fund may preserve or disclose User Content, as well as your information, if required to do so by law or in the good faith belief that such preservation or disclosure is necessary to:
  • (a) identify copyrighted work or other Intellectual Property Rights that you (or any other person) claim has been infringed;
  • (b) identify any User Content that you claim (or any person) claims is infringing, with enough detail so that we may locate it on the Website;
  • (c) confirm a statement by you (or any other person) that User Content displayed is not authorised by the copyright owner, its agent, or the law; and
  • (d) confirm a statement by you (or any other person) declaring (a) the above information is accurate, and (b) that you are (or any other person is) the owner of the copyright interest involved or that is authorised to act on behalf of that owner.

10.2  You may not infringe or try to infringe the privacy or rights of other Website Users. This includes storing or trying to store personal data of other Website Users.

10. INTELLECTUAL PROPERTY

11.1  Crowd2Fund and/or its licensor(s) are the sole owners of the Website, which includes any software, domains, design, text, graphics and all software and source code connected with the Website other than User Content. Crowd2Fund grants you a limited licence to use the Website solely as set out in the User Terms.

11.2  The Website is protected by UK and International copyright, trademark, patent and other intellectual property laws.

11.3  Without limitation, this means that you may not sell, export, license, modify, copy, distribute or transmit the Website (or any part of it) or any material provided through the Website without Crowd2Fund’s prior express written consent.

11.4  Crowd2Fund grants you a limited licence to use the Website and the Services solely as set out in the User Terms. Any unauthorised use of the Website will result in the automatic termination of the limited license granted by us. Crowd2Fund reserves the right to terminate the limited license without notice at any time following an unauthorized use by you of the Website.

11.5  Crowd2Fund and its graphics, logos, icons and service names related to the Website are registered and unregistered trademarks or trade dress of Crowd2Fund. They may not be used without Crowd2Fund’s prior express written permission.

11.6  All other trademarks not owned by Crowd2Fund that appear in connection with the Website are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by Crowd2Fund.

11.7  Crowd2Fund keeps a backup of User Content and data to the extent required by applicable law and regulation. Any User who wishes to be provided with any of their User Content or data backed up by Crowd2Fund should review the Privacy Policy for more details on how to do it.

11.8  If you delete your profile, you will not be able to automatically download the User Content or data that you have uploaded.

12. DISCLAIMER

12.1  Crowd2Fund provides the Website "as is" and without any warranty or condition, whether express, implied or statutory.

12.2  Crowd2Fund specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

13. NO RELIANCE

13.1  The inclusion of a Campaign on the Website does not mean that Crowd2Fund is recommending that you make an investment, donation or lend any money to a Campaign. Further, it does not mean that Crowd2Fund believes that the Campaign will be successful or that the Campaign, any detail contained on the Website in relation to it and/or any person connected with the Campaign is legitimate, accurate or not misleading.

13.2  Any decision to get involved in any Campaign in any way is the decision of the User and the User alone. You are advised to seek independent legal and financial advice prior to getting involved in any Campaign particularly if you have any questions or do not understand the nature of any Campaign or your involvement in it.

13.3  You may not rely on any information other than that which is contained on the Website directly relating to any Campaign in making any decision to become involved in any Campaign in any manner.

13.4  Save for where Crowd2Fund have signified in these User Terms that it shall conduct due diligence on Users, all Users acknowledge and agree that they are responsible for their own due diligence if they are considering making a pledge of an Investment Amount, a Support Contribution or a Donation.

13.5  All Users acknowledge and agree that they shall not disclose any information contained in a Campaign (including the Campaign Description) to any third party without the prior written consent of the owner of such User Content.

14. EXCLUSIONS AND LIMITATION OF LIABILITY

14.1  Crowd2Fund does not seek to exclude liability for death or personal injury caused by any gross negligence, fraud or fraudulent misrepresentation on the part of Crowd2Fund. If any applicable authority holds any portion of this section to be unenforceable, then liability will be limited to the fullest possible extent permitted by applicable law.

• 14.2  Crowd2Fund assumes no liability or responsibility for:
  • (a) any errors or omissions in the Website;
  • (b) any fault relating to any device used to access the Website;
  • (c) any bandwidth restriction that restricts and/or prevents access to the Website;
  • (d) any failures (including without limitation the ability to access the Website), delays or interruptions in the Website;
  • (e) any losses or damages arising from the use of the Website and/or the Services;
  • (f) any conduct by users of the Website;
  • (g) any use of third party software or services including without limitation FinBlocks, JudoPay, Onfido, and GoCardless; or
  • (h) any unauthorised use of any FinBlocks account.

14.3  Crowd2Fund shall not be liable in the event that any defect or otherwise in the Website results in you losing or being unable to access (whether temporarily or permanently) any User Content.

14.4  In no event shall Crowd2Fund, its shareholders, directors, officers, employees or agents be liable (jointly or severally) to you for loss of use or any special, incidental, indirect or consequential damages arising out of or in connection with the Website or these User Terms, on any theory of liability, and whether or not advised of the possibility of damage.

14.5  You acknowledge and agree that Crowd2Fund is not responsible for the accuracy of any information published on the Website by Users and does not warrant that any information appearing on the Website is accurate, true or complete. Crowd2Fund specifically excludes liability for any loss, harm, distress or damage suffered by you or any third party as a result of inaccurate information appearing on the Website.

14.6  The Website and any User Content displayed thereon may contain facts, views, opinions, recommendations and advice. These views, opinions, recommendations and advice are not those of Crowd2Fund and are not endorsed by Crowd2Fund. Crowd2Fund shall not be liable in the event that any User Content is defamatory, misleading, incomplete or incorrect. Similarly Crowd2Fund shall not be liable in the event that any fact is incorrect or misleading.

14.7  You must not rely on any information, article or advice contained on the Website. Any article or information contained on the Website is a generic summary and must not be viewed as specific tailored legal, financial or professional advice.

14.8  Crowd2Fund reserves the right to deliver the Website and the Services in its sole and absolute discretion.

15. INDEMNITY

You agree to indemnify and hold Crowd2Fund and its related companies, and each of their respective shareholders, directors, officers, employees, agents and merchant partners harmless from and against any third-party claim or cause of action, including reasonable attorneys' fees and court costs, arising, directly or indirectly, out of your use of the Website or your violation of any law or the rights of any third party.

16. SECURITY

Whilst Crowd2Fund has implemented commercially reasonable technical and organisational measures to secure your personal information and User Content from unauthorised use, Crowd2Fund cannot guarantee that unauthorised third parties will never be able to defeat those measures. You acknowledge that you provide your personal information and User Content at your own risk.

17. ELECTRONIC COMMUNICATIONS

By downloading and/or using the Website and/or material provided through the Website, you consent to receiving electronic communications and notices from Crowd2Fund. You agree that any notice, agreement, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

18. PRIVACY

You provide us with information when you register on the Website. We also collect information both relating to you (for example on your usage history and your preferences for certain kinds of Service and Campaign) and to Users of the Website in general. Any information that you submit or that we collect when you are using the Website or Services is subject to the Crowd2Fund Privacy Policy, the terms of which are hereby incorporated into the User Terms.

19. USE OF COMMENTS OR IDEAS SUBMITTED

19.1  You agree that Crowd2Fund is free to use any comments or ideas contained in any communication you may send to Crowd2Fund without compensation, acknowledgement or payment to you for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products and services and creating, modifying or improving the Website or other products or services. For the avoidance of doubt, all such information will be deemed by Crowd2Fund to be non-confidential and non-proprietary, and you agree that such information may be used by us without any limitation whatsoever.

19.2  You agree that any information and User Content published by you on the Website may be public information and that other users of the Website will be able to view and comment on such information and User Content.

20. THIRD PARTY SOFTWARE

20.1  You acknowledge that you may need to download and activate certain third party software in order to use certain Crowd2Fund Content provided on the Website. Such third party software will be clearly notified to you.

20.2  In order to use such third party software, you will have to accept the terms of the provider of such third party software. You acknowledge that we have no responsibility or control over such third party software.

21. LINKS

21.1  You acknowledge and agree that the Website may contain links to third party websites. The inclusion of any links on the Website does not constitute a recommendation of such third party website or a warranty that such third party website is free of viruses and safe to use.

21.2  If you decide to visit or access any third party website or services, you do so entirely at your risk.

21.3  Please note that any personal information you provide to a third party website will be processed in accordance with the privacy policy of such website. Please therefore ensure that you have read their privacy policy before disclosing any personal information.

• 21.4  You may link to the Website subject to the following:
  • (a) you do not display any page of the Website in frames or cut or otherwise alter the appearance of the Website; and
  • (b) you do not misrepresent any relationship you have with Crowd2Fund and in particular you do not claim a relationship with us or claim to be endorsed by Crowd2Fund without our prior written consent.

21.5  Crowd2Fund reserves the right to withdraw any consent to link to the Website at any time by notice.

22. COMPLAINTS

22.1  If you have any complaints about the provision of the Services, please contact us using the contact form provided on the Website.

22.2   If you have any complaint about any other User, please contact us using the contact form provided on the Website.

22.1  Depending on the type of Service you are using, you may have additional rights including rights to compensation. If you require any further information relating to this clause, please contact us by phone on 0203 7355 690 or by email at info@crowd2fund.com .

23. DISPUTES

23.1  You agree that the User Terms and any claim, dispute or controversy arising out of in connection with the User Terms or their subject matter or formation (including non-contractual disputes or claims), the Website, Crowd2Fund’s advertising or any related transaction between you and Crowd2Fund shall be governed by and construed in accordance with English law.

23.2  Any dispute or claim arising out of or in connection with such matters (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales.

24. TERMINATION

24.1  Crowd2Fund may change or discontinue the Website and/or any of the Services at any time without prior notice. Crowd2Fund reserves the right to terminate the User Terms (or any part of them) for any reason, without notice. Crowd2Fund shall be permitted in its sole and absolute discretion to terminate the User Terms in the event that you violate any of the User Terms (with prejudice to Crowd2Fund’s accumulated rights against you). In the event of any termination, you will immediately cease use of the Website.

24.2  In the event of termination, Crowd2Fund has no obligation to transfer to you or allow you to view any User Content uploaded by you to the Website.

24.3  In the event of termination, any payments due to be paid by a User to any other User of the Website and its Services shall be enforced in accordance with the relevant document in clause 2.2 that makes up these User Terms.

25. GENERAL

25.1  The Website Terms and Conditions are agreed between you and Crowd2Fund. No person shall have any rights under or connection with the User Terms under the Contracts (Rights of Third Parties) Act 1999.

25.2  If any court or competent authority decides that any term of the User Terms is held to be invalid, unlawful or unenforceable to any extent, such term shall, to that extent only, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by law.

25.3   Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such section.

25.4   Crowd2Fund’s failure to enforce any provision of the User Terms shall not constitute a waiver of that or any other provision and will not relieve you from the obligation to comply with such provision.

25.5   You are not permitted to assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights under the User Terms without Crowd2Fund’s prior express written consent.

25.6   The User Terms set forth the entire understanding and agreement between you and Crowd2Fund with respect to the subject matter hereof.

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Debt Terms and Conditions

1. INTRODUCTION

1.1  These terms and conditions (the “Debt Terms”) set out the terms on which each User of the Debt Services uses such Services.

1.2  These Debt Terms are part of the User Terms and should be read in conjunction with the other applicable documents making up the User Terms in particular the Website Terms and the Privacy Policy.

2. DEFINITIONS AND INTERPRETATION

2.1  Capitalised terms not otherwise defined herein shall have the meaning given in the other documents that make up the User Terms.

• 2.2  The following capitalised terms used herein shall have the following meanings:
  • Charged Assets: all assets listed in the Debenture that are secured against the Loan including but not limited to fixed charges, floating charges and mortgages.
  • Debenture: the security document(s) entered into by the Campaign Creator and each of the Lenders setting out the terms and conditions of the Loan and the assets secured against the Loan.
  • Interest Rate: the gross interest rate per annum that the Lender will receive in return for the Investment Amounts.
  • Lender: a person who pledges an Investment Amount in respect of a Campaign.
  • Loan: the aggregate of the total Investment Amounts and the total interest that is to be paid on said Investment Amounts to the Lenders and Crowd2Fund.
  • Loan Agreement: the aggregate of the total Investment Amounts and the total interest that is to be paid on said Investment Amounts to the Lenders and Crowd2Fund.
  • Personal Guarantee and Indemnity: the document entered into by a party and each of the Lenders whereby that party has agreed to guarantee and indemnify the Campaign Creator for the Loan.
  • Pledge Submission: the act of a Lender making an offer of an Investment Amount in relation to a particular Campaign.

3. CATEGORISATION AND CERTIFICATION OF LENDERS

3.1  In accordance with the Financial Services and Markets Act 2000 (“FSMA”), Crowd2Fund classifies each Lender as a Certified High Net Worth Individual, a Sophisticated Lender or a Retail Client. It is the Lender’s responsibility to self-certify where appropriate and applicable and to do so truthfully and completely.

3.2  Every Lender will be required to fill out a risk understanding questionnaire before creating an Account. Based on the answers given in this questionnaire it may be necessary in some cases to exclude one or more Retail Investors from access to some or all of the Debt Services.

3.3  In respect of its regulated activities, Crowd2Fund is authorised and regulated by the FCA (Under reference number 623683).

4. THE WALLET

4.1  In order to make a pledge in a Campaign, a Lender must ensure that its Wallet contains funds at least equal to the Investment Amount.

4.2  When a Lender makes a pledge to a Campaign, the Investment Amount shall be deducted from the available funds in its Wallet and transferred to the Crowd2Fund Escrow Wallet.

4.3  In the event that the Target Amount is met, the Investment Amount shall be transferred from the Crowd2Fund Escrow Wallet to the Campaign Creator’s Wallet.

• 4.4  In the event that
  • (a) the Target Amount is not met prior to the Long-Stop Date; or
  • (b) any of the events in clause 6.5 occur, the Investment Amount shall be credited from the Crowd2Fund Escrow Wallet to the Lender’s Wallet.

5. LENDING PROCESS

5.1  All Users acknowledge, agree and undertake to represent only themselves or the company that they represent.

5.2  After completing the registration process and creating an Account, a Campaign Creator who is looking to create a Debt Campaign must complete the business profile and business plan sections of their dashboard on the Website before submitting a Campaign Description to Crowd2Fund.

• 5.3  To submit a Campaign Description, the Campaign Creator shall supply as a minimum:
  • (a) the amount that the Campaign Creator wishes to raise;
  • (b) the term of the Loan;
  • (c) whether the Loan will be guaranteed and if so, details of the guarantor including but not limited to:
    • driving licence number; and
    • address history;
  • (d) whether the Loan will be secured and if so, what the security will be;
  • (e) information relating to any existing loans or credit agreements that the Campaign Creator and its guarantor (if applicable) currently has;
  • (f) its bank sort code;
  • (g) any details needed to set up a direct debit; and
  • (h) any other information that is reasonably required by Crowd2Fund to enable them to approve a Campaign Description.

5.4  A Campaign Creator may request when submitting a Campaign Description that the Campaign can be overfunded. If Crowd2Fund accepts this request, Crowd2Fund shall display a prominent disclaimer notice on the Campaign Description at the start of and throughout the Campaign. Neither Crowd2Fund nor the Campaign Creator shall be liable for any damages or loss incurred relating to this clause or for any overfunded Campaign.

5.5  After the Campaign Description has been submitted by the Campaign Creator, Crowd2Fund will review the information provided and, in its sole and absolute discretion, will either decide to approve, amend or reject the Campaign Creator’s Campaign Description for publication on the Website.

• 5.6  A Campaign will only be eligible for approval if the following requirements are satisfied:
  • (a) the Campaign Creator is a company limited by shares, a public limited company, a limited liability partnership, a sole trader or an (unlimited) partnership;
  • (b) the Campaign Creator has a UK bank account to facilitate payments;
  • (c) the business of the Campaign Creator does not involve lending money or leasing assets held on its own balance sheet;
  • (d) the Campaign Creator is in business with the intention of making a profit and is not a not-for-profit or charitable business; and
  • (e) the Campaign Creator has actively traded consistently for the period of two years prior to the date of submission of the Campaign Description and is not currently dormant.

5.7  Campaign Creators agree to use their best endeavours to run their business in accordance with what has been submitted in the Campaign Description.

5.8  If the Campaign Description is approved by Crowd2Fund, the Campaign shall start on the date of approval and Lenders may start making Pledge Submissions. By making Pledge Submissions, each Lender irrevocably agrees to enter into the Loan Agreement.

5.9  The Campaign shall end on the Campaign Closing Date whereupon the Campaign Creator shall have the option, if the Target Amount has been reached, to accept some or all of the Pledge Submissions made by Lenders and complete the investment in accordance with clause 5.10. For the avoidance of doubt and subject to the rest of the User Terms, nothing in these Debt Terms shall prevent a Campaign Creator from cancelling a Campaign at any time prior to the Campaign Closing Date.

• 5.10  If the Campaign reaches the Target Amount prior to the Campaign Closing Date and the Campaign Creator accepts the aggregated Pledge Submissions:
  • (a) a binding agreement in respect of each Pledge Submission shall be executed by each of the relevant Lenders and the Campaign Creator (the “Loan Agreement”). The Loan Agreement shall take the form as set out in Schedule 1 save for any amendments that are stated in the Campaign Description. In addition to the rights granted to Crowd2Fund pursuant to clause 7.6 of the Outline Terms, each Lender and the Campaign Creator authorises Crowd2Fund to act as an agent for them to execute the Loan Agreement on their behalf. Pursuant to the Loan Agreement, the Lender shall lend to the Campaign Creator and the Campaign Creator shall borrow on the terms of the Loan Agreement the amount of the relevant Pledge Submission;
  • (b) where applicable, the Debenture and/or the Personal Guarantee and Indemnity shall be signed by the relevant parties;
  • (c) the Investment Amounts shall be transferred from the Crowd2Fund Escrow Wallet to the Business Wallet pursuant to clause 4.3; and
  • (d) the Campaign Creator shall procure that all relevant administration is completed and that (if applicable in respect of secured debt) all necessary forms and resolutions are filed at Companies House. Crowd2Fund may also make the relevant filings at Companies House and the Campaign Creator expressly acknowledges and agrees that by entering into the Loan Agreement, it gives Crowd2Fund irrevocable consent to make such filings. For the avoidance of doubt, Crowd2Fund shall not be liable if the filings are not made at Companies House in accordance with the Companies Act 2006 and all liability shall rest with the Campaign Creator.

6. LENDER

6.1  Lenders acknowledge that when Crowd2Fund approves a Campaign Description, it does so in its capacity of operating an electronic system in relation to lending. Lenders both acknowledge and agree that Crowd2Fund’s approval of a Campaign Description is not an approval of the Campaign Description in general, and that no inference shall be made to the same.

6.2  Lenders can view current Campaigns by navigating to the “Opportunities” page of the Website when they are logged in to the Website.

6.3  If a Lender decides to make a pledge to a Campaign, it must already have transferred sufficient funds into its Wallet before pledging the Investment Amount. By making a Pledge Submission, the Lender irrevocably agrees that (in the event that the pledge is accepted by the Campaign Creator as detailed herein) any Loan created shall be on the terms of the Loan Agreement which shall be binding in its entirety on the Lender.

6.4  When a Lender has made a Pledge Submission to a live Campaign, it may make further Pledge Submissions. A Lender cannot decrease any Investment Amount already pledged. If a Lender chooses make further Pledge Submissions, it shall repeat the pledge process.

• 6.5  After a Lender has made a Pledge Submission to a Campaign, it will be non-refundable save for when:
  • (a) the Campaign is unsuccessful by reason of not meeting the Target Amount; or
  • (b) the Campaign Creator, in its sole and absolute discretion, rejects the entirety of the Pledge Submissions made by all Lenders;
  • (c) Crowd2Fund cancels the Campaign or the Investment Amount, in which case the Lender’s funds will be transferred back to the Lender’s Wallet from the Crowd2Fund Escrow Wallet.

6.6  If the Campaign reaches the Target Amount and the Campaign Creator accepts all of the Pledge Submissions, the aggregate Investment Amounts shall be transferred to the Campaign Creator’s Wallet on or around the date that the Loan Agreement is executed.

6.7  Any third party charges (including without limitation, the FinBlocks fee for any funds transferred into or out of a Wallet) or transaction fees will be charged to the Lender in addition to any Investment Amounts pledged. Any credit card fee incurred for transferring funds to a Wallet shall be incurred immediately upon the money being credited to the Wallet and the Lender shall be notified of these charges before making such transfer.

6.8  A Campaign Creator cannot, at any time it has a Crowd2Fund Account, be a Lender.

7. REPAYMENT

7.1   The Campaign Creator agrees to repay the Loan in accordance with the Loan Agreement.

• 7.2  The Campaign Creator acknowledges and agrees that failure to maintain the repayments on the Loan may result in:
  • (a) the total cost of the debt increasing;
  • (b) default charges or extra interest being levied against the Campaign Creator;
  • (c) impaired credit ratings; and/or
  • (d) legal proceedings and the associated costs of such proceedings being brought against the Campaign Creator.

7.3   The Campaign Creator may if it so chooses, repay all (but not part) of the Loan back to the Lenders at an earlier date than prescribed in the Loan Agreement. If the Campaign Creator elects to pay the Loan back early, it will not be subject to an early repayment administration charge but must pay a full month’s interest for the month in which it decides to repay all of the Loan.

8. DEFAULT AND TERMINATION

• 8.1  If any one of the below events occur at any time, the Loan Agreement relating to the Debt Campaign shall immediately terminate and the remaining amounts outstanding on the Loan shall become immediately payable to the Lenders and/or Crowd2Fund (acting as agent on behalf of all the lenders):
  • (a) The Campaign Creator or its guarantor (if applicable) fails to pay the Lender and/or Crowd2Fund any payment or repayment 90 days after that payment or repayment has become due;
  • (b) The Campaign Creator has defaulted on a separate loan that was financed through the Crowd2Fund platform;
  • (c) The Campaign Creator’s Account with Crowd2Fund has been terminated for any reason;
  • (d) An order has been made to wind up the Campaign Creator;
  • (e) The Campaign Creator has a liquidator, administrator, receiver or trustee appointed to it;
  • (f) The Campaign Creator states in writing that it is unable to pay its debts as it falls due; or
  • (g) The Campaign Creator enters into a compromise, arrangement or assignment with its creditors generally.

9. SECURITY

9.1   If the Loan has been secured as a charge against the Campaign Creator’s Charged Assets, that charge shall crystallise upon any of the events in clause 8.1 occurring or otherwise in accordance with the Debenture.

9.2   Upon the successful completion of any Debt Campaign, all Charged Assets shall be registered at Companies House by the Campaign Creator within the relevant timeframes prescribed by the Companies Act 2006. Crowd2Fund (or its nominee) may also register the Charged Assets at Companies House and the Campaign Creator expressly acknowledges and agrees that by entering into the Loan Agreement, it gives Crowd2Fund (or its nominee) irrevocable consent to file such Charged Assets. For the avoidance of doubt, Crowd2Fund (or its nominee) shall not be liable if the Charged Assets are not registered at Companies House in accordance with the Companies Act 2006 and all liability shall rest with the Campaign Creator.

9.3   All Charged Assets shall be registered in the name of [C2F Securities Ltd or Crowd2Fund Ltd], who shall hold the Charged Assets on trust for the Lenders. Each Lender acknowledges and agrees that if it invests in a successful secured Debt Campaign that it shall sign a power of attorney in favour of [C2F Securities Ltd or Crowd2Fund Ltd] to manage the Charged Assets.

9.4   If any of the crystallisation events in the Debenture or clause 8.1 occur, [C2F Securities Ltd or Crowd2Fund Ltd] shall have the right, but not the obligation, to sell or assign the Charged Assets to a third party and distribute the proceeds to the Lenders pro-rata as against the amount of the Loan that they are due.

9.5   If for any reason [C2F Securities Ltd or Crowd2Fund Ltd] cannot enforce the Loan Agreement and/or Debenture (either as trustee or agent for each Lender), each Lender shall have an equal right upon any default of the Campaign Creator to enforce the Debenture against any amount owing to him (pro-rated as against other Lenders).

• 9.6  If a Campaign Creator decides to use an individual’s home as a Charged Asset, both the Campaign Creator and the individual having its home secured against the Loan shall take note of the following statements:
  • (a) CHECK THAT A MORTGAGE WILL MEET YOUR NEEDS IF YOU WANT TO MOVE OR SELL YOUR HOME OR YOU WANT YOUR FAMILY TO INHERIT IT. IF YOU ARE IN DOUBT, SEEK INDEPENDENT ADVICE;
  • (b) YOUR HOME IS AT RISK IF YOU DO NOT KEEP UP REPAYMENTS ON A MORTGAGE OR OTHER LOAN SECURED ON IT; and
  • (c) (IF THE LOAN IS BEING REPAID IN A CURRENCY OTHER THAN STERLING) THE STERLING EQUIVALENT OF YOUR LIABILITY UNDER A FOREIGN CURRENCY MORTGAGE MAY BE INCREASED BY EXCHANGE RATE MOVEMENT.

10. LOAN TRANSFER AND NOVATION

10.1   If the Campaign Creator defaults on the Loan, all the rights and obligations under the Loan Agreement shall automatically transfer by novation, to the extent that the Loan contains only unsecured debt, to C2F Securities Ltd or Crowd2Fund Ltd (unless the Lender notifies Crowd2Fund otherwise).

10.2   The Campaign Creator shall not be entitled to transfer any of its rights and obligations under the Loan Agreement.

10.3   Each Lender may transfer by novation his or her right, title and interest in any Loan Agreement and all associated rights to any other eligible member that holds an Account with Crowd2Fund (who is the “New Lender”) and each Campaign Creator grants advance consent to the novation of any Loan pursuant to a Loan Agreement.

10.4   The Campaign Creator’s rights and obligations under a Loan Agreement that has been transferred shall not be adversely affected in any way whatsoever.

10.6   In addition to the rights granted to Crowd2Fund under clause 7.6 of the Outline Terms, both the Novation Notice and the Novation Agreement may be executed by Crowd2Fund, acting as agent on behalf of the Campaign Creator, the Lender and the New Lender and this will have the same effect as if the Novation Notice and the Novation Agreement was signed by all parties in a hard single copy.

• 10.5  A transfer by novation shall be effected by:
  • (a) the Lender giving written notice to Crowd2Fund that it wishes to novate its rights under a Loan Agreement to a New Lender. This is done by requesting a trade through the Exchange page on the Crowd2Fund site;
  • (b) a novation notice substantially in the form as set out in Schedule 2 (the “Novation Notice”) being served on the Campaign Creator by Crowd2Fund; and
  • (c) the Campaign Creator, the Lender and the New Lender entering into a novation agreement substantially in the form as set out Schedule 3 (the “Novation Agreement”).

10.7   Crowd2Fund charges Lenders a fee of 1% of the sale price upon the execution of the Novation Notice and the Novation Agreement.

11. CROWD2FUND FEES

11.1   Crowd2Fund charge Campaign Creators of all successful Debt Campaigns that reach at least the Target Amount:

11.12   Crowd2Fund will charge an annualised intermediary fee of 1% of the outstanding principal {and interest} (the "Intermediary Services Fee"), which is payable monthly. Accordingly, the monthly rate charged will be:

• The fee is 1% of the value of the repayment which includes capital and interest as defined on the fees.

12. TAXATION AND INTEREST

12.1   For all repayments made in accordance with a Loan Agreement, the Campaign Creator shall, where applicable, deduct any and all relevant tax on interest at source and account for this to the relevant tax authority before making a repayment.

12.2   The Lender acknowledges and agrees that the gross taxable income received from each repayment pursuant to a Loan Agreement must be declared to the relevant tax authorities. For the avoidance of doubt, although Crowd2Fund processes each repayment so that the Lender receives the repayment less the Intermediary Services Fee and any other tax deducted at source, the Lender will, where applicable, have to declare the gross taxable income from each repayment as though no Intermediary Services Fee or other tax had been deducted.

12.3   The Interest Rate shall be the gross rate of interest on which tax is payable by the Lender when each repayment is made, subject to any deductions made in accordance with any tax legislation or tax authority.

12.4   Crowd2Fund shall provide each Lender who has entered into at least one Loan Agreement an annual statement that details the amount of taxable income earned in the prior year and the remaining amount of taxable income that is due to it in relation to each Loan Agreement entered into.

12.5  The Lender acknowledges and agrees that by entering into a Loan Agreement, it understands the inherent risks that arise from various taxation rules and legislation. A non-exhaustive list of the taxation risks of entering into a Loan Agreement can be found on Crowd2Fund’s FAQ page at www.crowd2fund.com/help.

13. ANTI-MONEY LAUNDERING

13.1   Crowd2Fund shall perform credit checks, ICO and ID verifications (via third party suppliers) on all Campaign Creators and Lenders who invest more than £2,000. Campaign Creators shall not receive any funds until all anti-money laundering checks have been performed on each Campaign.

14. DISCLAIMER AND LIABILITY

14.1   Crowd2Fund does not accept any responsibility for any return on investment stated by a Campaign Creator, whether in the Campaign Description or otherwise. In the event that a Campaign Description submitted by a Campaign Creator is deliberately misleading or unlawful, that Campaign shall be cancelled and any money pledged shall be immediately transferred from the Crowd2Fund Escrow Wallet back to the Lender’s respective Wallets.

14.2   Crowd2Fund’s due diligence into a Campaign Creator is limited only to the Campaign Description and ensuring that the company is in existence and registered at Companies House (if applicable). Crowd2Fund makes no warranty or representation and assumes no liability in respect of the Campaign Creator or the content of any Campaign Description and Lenders both acknowledge and agree that Crowd2Fund’s approval of a Campaign Description as a financial promotion is not an approval of the Campaign Description in general, and that no inference shall be made to the same.

14.3   Lenders acknowledge and agree that Crowd2Fund does not provide any advice or recommendations in relation to investments or loans.

14.4   Crowd2Fund is not liable for any damages or loss incurred relating to Campaigns. Both Campaign Creators and Lenders acknowledge and agree to release Crowd2Fund, its officers, employees, agents and successors from any legal claim, whether known or unknown, arising out of their use of the Website or any Campaign.

14.5   All dealings are solely between Campaign Creators and Lenders. Although Crowd2Fund is granted the authority to act as agent on behalf both Campaign Creators and Lenders, it is not obligated to get involved with any dispute between a Campaign Creator and Lenders in any and all circumstances.

Schedule 1 – Loan Agreement

1. INTRODUCTION

1.1   This Loan Agreement sets out the terms on which a Lender lends an Investment Amount to a Campaign Creator in accordance with the Debt Terms.

1.2   Pursuant to clause 5.7 of the Debt Terms, when a Lender makes a Pledge Submission, he simultaneously irrevocably agrees to be bound by this Loan Agreement.

1.3   Specific terms relating to repayment details and other information that was included in the Campaign Description and is to be incorporated into this Loan Agreement are set out in Appendix 2.

2. DEFINITIONS AND INTERPRETATION

2.1   Capitalised terms not otherwise defined herein shall have the meaning given in the other documents that make up the User Terms.

2.2   Definitions

The following definitions apply in this Loan Agreement.

• Borrowed Money: any Indebtedness the Campaign Creator owes as a result of:
  • (a) borrowing or raising money (with or without security), including any premium and any capitalised interest on that money;
  • (b) any interest-only, note, loan stock, debenture, commercial paper or similar instrument;
  • (c) any acceptance credit facility or dematerialised equivalent, bill-discounting, note purchase or documentary credit facilities; (d) monies raised by selling, assigning or discounting receivables or other financial assets on terms that recourse may be had to the Campaign Creator if those receivables or financial assets are not paid when due;
  • (d) monies raised by selling, assigning or discounting receivables or other financial assets on terms that recourse may be had to the Campaign Creator if those receivables or financial assets are not paid when due;
  • (e) any deferred payment for assets or services acquired, other than trade credit that is given in the ordinary course of trading and which does not involve any deferred payment of any amount for more than 60 days;
  • (f) any rental or hire charges under finance leases (whether for land, machinery, equipment or otherwise);
  • (g) any counter-indemnity obligation in respect of any guarantee, interest-only, indemnity, standby letter of credit or other instrument issued by a third party in connection with the Campaign Creator's performance of contracts;
  • (h) any other transaction that has the commercial effect of borrowing (including any forward sale or purchase agreement and any liabilities which are not shown as borrowed money on the Campaign Creator's balance sheet because they are contingent, conditional or otherwise);
  • (i) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and when calculating the value of any derivative transaction, only the mark to market value shall be taken into account); and
  • (j) any guarantee, counter-indemnity or other assurances against financial loss that the Campaign Creator has given for any of the items referred to in paragraphs (a) to (i) of this definition incurred by any person.

When calculating Borrowed Money, no liability shall be taken into account more than once.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Crowd2Fund: means Crowd2Fund Limited, a private company limited by shares registered in England and Wales under registration number 08472687 and whose registered address is at 242 Acklam Road, London, W10 5JJ.

Event of Default: any event or circumstance listed in clause 12.1 to clause 12.15.

Facility: the loan monies made available under the Loan Agreement.

Finance Document: the Loan Agreement and, where applicable, the Security Document and/or the Personal Guarantee and Indemnity.

Indebtedness: any obligation to pay or repay money, present or future, whether actual or contingent, sole or joint and any guarantee or indemnity of any of those obligations.

Loan: the principal amount of the loan made or to be made by the Lender to the Campaign Creator under the Loan Agreement or (as the context requires) the principal amount outstanding for the time being of that loan.

Potential Event of Default: any event or circumstance specified in clause 12.1 to clause 12.15 that would, on the giving of notice, expiry of any grace period or making of any determination under the Finance Documents, or satisfaction of any other condition (or any combination thereof), become an Event of Default.

Repayment Instalment: each scheduled instalment for the repayment of the Loan(s) pursuant to the Repayment Table.

Repayment Table: the schedule of payments as set out in Appendix 2.

Security: any mortgage, charge (whether fixed or floating, legal or equitable), pledge, lien, assignment by way of security or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

Security Document: the Debenture in the agreed form, executed or to be executed by the Campaign Creator and C2F Securities Ltd or Crowd2Fund Ltd.

Sterling and £: the lawful currency of the UK.

User Terms: the terms and conditions (including, but not limited to, the privacy, equity, debt, rewards, donation, revenue share and website terms) of Crowd2Fund Limited, a private company limited by shares registered in England and Wales under registration number 08472687 and whose registered address is at 242 Acklam Road, London, W10 5JJ.

2.3   Interpretation

• In this Loan Agreement:
  • (a) clause, Appendix and paragraph headings shall not affect the interpretation of this Loan Agreement;
  • (b) a reference to a person shall include a reference to an individual, firm, company, corporation, partnership, unincorporated body of persons, government, state or agency of a state or any association, trust, joint venture or consortium (whether or not having separate legal personality) and that person's personal representatives, successors, permitted assigns and permitted transferees;
  • (c) unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
  • (d) unless the context otherwise requires, a reference to one gender shall include a reference to the other genders;
  • (e) a reference to a party shall include that party's successors, permitted assigns and permitted transferees;
  • (f) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
  • (g) a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision;
  • (h) a reference to a time of day is to London time;
  • (i) a reference to writing or written includes fax and e-mail;
  • (j) an obligation on a party not to do something includes an obligation not to allow that thing to be done;
  • (k) a reference to a Finance Document (or any provision of it) or to any other agreement or document referred to in any Finance Document is a reference to that Finance Document, that provision or such other agreement or document as amended (in each case, other than in breach of the provisions of the Loan Agreement) from time to time;
  • (l) unless the context otherwise requires, a reference to a clause or Appendix is to a clause of, or Appendix to, this Loan Agreement and a reference to a paragraph is to a paragraph of the relevant Appendix;
  • (m) 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;
  • (n) a reference to an amendment includes a novation, re-enactment, supplement or variation (and amended shall be construed accordingly);
  • (o) a reference to assets includes present and future properties, undertakings, revenues, rights and benefits of every description;
  • (p) a reference to an authorisation includes an approval, authorisation, consent, exemption, filing, licence, notarisation, registration and resolution;
  • (q) a reference to a certified copy of a document means a copy certified to be a true, complete and up-to-date copy of the original document, in writing and signed by a director or the secretary of the party delivering the document;
  • (r) a reference to continuing in relation to an Event of Default means an Event of Default that has not been waived;
  • (s) a reference to determines or determined means, unless the contrary is indicated, a determination made at the discretion of the person making it;
  • (t) a reference to a disposal of any asset, undertaking or business includes a sale, lease, licence, transfer, loan or other disposal by a person of that asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions); and
  • (u) a reference to a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation.

2.4   The Appendices forms part of the Loan Agreement and shall have effect as if set out in full in the body of the Loan Agreement. Any reference to the Loan Agreement includes the Appendices.

2.5   Capitalised terms not otherwise defined herein shall have the meaning given in the User Terms.

3. PURPOSE

3.1   The Campaign Creator shall use all money borrowed under this Loan Agreement for the purpose as set out in the Campaign Creator’s Campaign Description.

3.2   The Lender is not obliged to monitor or verify how any amount advanced under this Loan Agreement is used.

4. DRAWING

4.1   Subject to clause 5, the Campaign Creator shall utilise the Facility on or around the execution of the Loan Agreement. The Loan shall be transferred to the Campaign Creator’s Business Wallet from the Crowd2Fund Escrow Wallet on or around the date of the execution of the Loan Agreement.

5. CONDITIONS PRECEDENT

5.1   This clause 5 is inserted solely for the benefit of the Lender.

5.2   Save for where Crowd2Fund waives the requirement by giving written notice to the Campaign Creator, the Campaign Creator may not transfer the Loan from its Business Wallet to its bank account unless Crowd2Fund has received all the documents and evidence specified in Appendix 1.

• 5.3  The Lender's obligation to make the Loan is subject to the further conditions precedent that, on the date of the execution of this Loan Agreement:
  • (a) the representations and warranties in clause 10 are true and correct in all material respects and will be true and correct in all material respects immediately after the Lender has made the proposed Loan; and
  • (b) no Event of Default or Potential Event of Default is continuing or would result from the proposed Loan.

6. INTEREST

6.1   The Campaign Creator shall pay interest on the Loan at the rate stated in Appendix 2.

6.2   Interest shall accrue daily and shall be payable with each Repayment Instalment.

6.3   If the Campaign Creator does not pay a Repayment Instalment on or before the relevant repayment date as set out in the Repayment Table, it may be subject to a late repayment charge of 15% of that Repayment Instalment.

7. COSTS

7.1   The Crowd2Fund Fees shall be deducted automatically upon the execution of the Loan Agreement.

7.2   The Campaign Creator shall pay any stamp, documentary and other similar duties and taxes to which the Finance Documents may be subject, or give rise and shall indemnify the Lender against any losses or liabilities that it may incur as a result of any delay or omission by the Campaign Creator in paying any such duties or taxes.

8. REPAYMENT

8.1   The Campaign Creator shall repay the Loan in full in the timeframe as set out in the Repayment Table and shall set up a direct debit to transfer the repayments to its Business Wallet.

8.2   If one of the Events of Default in clause 12 occur, the guarantor (where applicable) shall become jointly and severally liable with the Campaign Creator for the repayment of the Loan.

9. REPAYMENT

9.1   All payments made by the Campaign Creator under the Finance Documents shall be in Sterling and made by transferring to its Business Wallet the requisite funds via direct debit. The payment itself will automatically be taken, transferred and credited to the Lender’s Wallet on the dates specified in the Repayment Table.

9.2   If any payment becomes due on a day that is not a Business Day, the due date of such payment will be extended to the next succeeding Business Day, or, if that Business Day falls in the following calendar month, such due date shall be the immediately preceding Business Day.

• 9.3   All payments made by the Campaign Creator under the Finance Documents shall be made in full, without set-off, counterclaim or condition, and free and clear of, and without any deduction or withholding, provided that, if the Campaign Creator is required by law or regulation to make such deduction or withholding, it shall:
  • (a) ensure that the deduction or withholding does not exceed the minimum amount legally required;
  • (b) pay to the relevant taxation or other authorities, as appropriate, the full amount of the deduction or withholding;
  • (c) furnish to the Lender, within the period for payment permitted by the relevant law, either:
    • (i) an official receipt of the relevant taxation authorities concerned on payment to them of amounts so deducted or withheld; or
    • (ii) if such receipts are not issued by the taxation authorities concerned on payment to them of amounts so deducted or withheld, a certificate of deduction or equivalent evidence of the relevant deduction or withholding; and
  • (d) pay to the Lender such additional amount as is necessary to ensure that the net full amount received by the Lender after the required deduction or withholding is equal to the amount that the Lender would have received had no such deduction or withholding been made.

10. REPRESENTATIONS AND WARRANTIES

Save for where disclosed in the Campaign Description, the Campaign Creator represents and warrants to the Lender on the date of this Loan Agreement:

• 10.1   It:
  • (a) is a duly incorporated limited liability company validly existing under the laws of its jurisdiction of incorporation; and
  • (b) has the power to own its assets and carry on its business as it is being conducted.

10.2   It has the power and authority to enter into, deliver and perform, and has taken all necessary action to authorise its entry into, deliver and perform the obligations set out in the Finance Documents and the transactions contemplated by them. No limit on its powers will be exceeded as a result of the borrowing or grant of the Security (if applicable) contemplated by the Finance Documents.

• 10.3   The entry into and performance by it of, and the transactions contemplated by the Finance Documents, do not and will not contravene or conflict with:
  • (a) its constitutional documents;
  • (b) any agreement or instrument binding on it or its assets or constitute a default or termination event (however described) under any such agreement or instrument; or
  • (c) any law or regulation or judicial or official order, applicable to it.

10.4   It has obtained all required authorisations to enable it to enter into, exercise its rights and comply with its obligations in the Finance Documents and to make them admissible in evidence in its jurisdiction of incorporation. All such authorisations are in full force and effect.

10.5   Its obligations under Finance Documents are legal, valid, binding and enforceable in accordance with their terms.

10.6   It is not necessary to file, record or enroll any Finance Document (other than the registration of the Security Document under the Companies Act 2006 (if applicable) and, in the case of real property registration at HM Land Registry with any court or other authority or pay any stamp, registration or similar taxes relating to any Finance Document or the transactions contemplated by any Finance Document.

10.7   No Event of Default or Potential Event of Default has occurred or is continuing, or is reasonably likely to result from making the Loan or the entry into, the performance of, or any transaction contemplated by the Finance Documents.

10.8   No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination thereof, would constitute) a default or termination event (howsoever described) under any other agreement or instrument which is binding on the Campaign Creator or to which any of its assets is subject which has or is reasonably likely to have a material adverse effect on its business, assets or condition or ability to perform its obligations under the Finance Documents.

10.9   No litigation, arbitration or administrative proceedings are taking place, pending or, to the Campaign Creator's knowledge, threatened against it, any of its directors or any of its assets, which might reasonably be expected to have a material adverse effect on its business, assets or condition, or its ability to perform its obligations under the Finance Documents.

10.10   If applicable, its audited financial statements for its year end have been prepared in accordance with consistently applied accounting principles, standards and practices generally accepted in the UK and present a true and fair view of its financial condition and operations during the relevant accounting period and were approved by the Campaign Creator's directors in compliance with section 393 of the Companies Act 2006.

• 10.11   The information, in written or electronic format, supplied by, or on its behalf, to the Lender (including, without limitation, the Campaign Description) in connection with the Facility and the Finance Documents was, at the time it was supplied or at the date it was stated to be given (as the case may be):
  • (a) if it was factual information, complete, true and accurate in all material respects;
  • (b) if it was a financial projection or forecast, prepared on the basis of recent historical information and on the basis of reasonable assumptions and was fair and made on reasonable grounds; and
  • (c) if it was an opinion or intention, made after careful consideration and was fair and made on reasonable grounds; and
  • (d) not misleading in any material respect, nor rendered misleading by a failure to disclose other information,

except to the extent that it was amended, superseded or updated by more recent information supplied by, or on behalf of, the Campaign Creator to the Lender prior to the execution of the Loan Agreement.

• 10.12   If applicable, the Security Document creates (or once entered into, will create):
  • (a) valid, legally binding and enforceable Security for the obligations expressed to be secured by it; and
  • (b) subject to registration under section 859A of the Companies Act 2006 and, in the case of real property registration at HM Land Registry, perfected Security over the assets expressed to be subject to security in it,

in favour of C2F Securities Ltd or Crowd2Fund Ltd as nominee for the each of the Lenders, having the priority and ranking expressed to be created in the Security Document and ranking ahead of all (if any) Security and rights of third parties except those preferred by law.

• 10.13   Each of the representations and warranties in this clause 10 is deemed to be repeated by the Campaign Creator on:
  • (a) the date of the execution of the Loan Agreement;
  • (b) the date that the Loan is actually transferred from the Business Wallet to the Campaign Creator’s bank account; and
  • (c) each date immediately succeeding the date on which interest is paid under the Loan Agreement,

by reference to the facts and circumstances existing on each such date.

11. COVENANTS

The Campaign Creator covenants with the Lender that, as from the date of this Loan Agreement until all its liabilities under the Finance Documents have been discharged:

11.1   It will deliver to the Crowd2Fund all the information required by the User Terms.

11.2   It will promptly, after becoming aware of them, notify Crowd2Fund of any litigation, arbitration or administrative proceedings or claim of the kind described in clause 10.9. Crowd2Fund will then notify the Lender(s).

11.3   It will promptly obtain all consents or authorisations necessary (and do all that is needed to maintain them in full force and effect) under any law or regulation to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability and admissibility in evidence of the Finance Documents in its jurisdiction of incorporation.

11.4   It will procure that any of its unsecured and unsubordinated obligations and liabilities under the Finance Documents rank, and will rank, at least pari passu in right and priority of payments with all its other unsecured and unsubordinated obligations and liabilities, present or future, actual or contingent, except for those obligations and liabilities mandatorily preferred by law of general application to companies.

11.5   It will comply, in all respect, with all laws, if failure to do so has or is likely to have a material adverse effect on its business, assets or condition, or its ability to perform its obligations under the Loan Agreement.

11.6   It will notify the Crowd2Fund of any Potential Event of Default or Event of Default (and the steps, if any, being taken to remedy it) promptly on becoming aware of its occurrence. Crowd2Fund shall then notify the Lender(s).

11.7   It will carry on and conduct its business in a proper and efficient manner and will not make any substantial change to the general nature or scope of its business as carried on at the date of the Loan Agreement or as detailed in the Campaign Description.

• 11.8   It will not:
  • (a) create, or permit to subsist, any Security on or over any of its assets other than Security created pursuant to the Security Document;
  • (b) sell, transfer or otherwise dispose of any of its assets on terms whereby such assets are or may be leased to or re-acquired or acquired by it; or
  • (c) sell, transfer or otherwise dispose of any of its receivables on recourse terms; or
  • (d) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
  • (e) enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Borrowed Money or of financing the acquisition of an asset.

• 11.9   It will not sell, assign, lease, transfer or otherwise dispose of in any manner (or purport to do so) all or any part of, or any interest in, its assets other than:
  • (a) trading stock in the ordinary course of its business; and
  • (b) assets exchanged for other assets comparable or superior as to type, value and quality.

11.10   It will not incur or permit to subsist, any obligation for Borrowed Money.

12. EVENTS OF DEFAULT

Each of the events or circumstances set out in this clause 12 (other than clause 12.17) is an Event of Default.

12.1   The Campaign Creator fails to pay within 90 days of a Repayment Date any sum payable by it under any Finance Document, unless its failure to pay is caused solely by an administrative error or technical problem and payment is made within five (5) Business Days of its due date.

• 12.2   The Campaign Creator fails (other than by failing to pay), to comply with any provision of any Finance Document and such default is not remedied within five (5) Business Days of the earlier of:
  • (a) the Lender and/or Crowd2Fund notifying the Campaign Creator of the default and the remedy required;
  • (b) the Campaign Creator becoming aware of the default.

12.3   Any representation, warranty or statement made, repeated or deemed made by the Campaign Creator in, or pursuant to any Finance Document is (or proves to have been) incomplete, untrue, incorrect or misleading in any material respect when made, repeated or deemed made.

• 12.4   If:
  • (a) any Borrowed Money is not paid either when due or if later, within any originally applicable grace period (for the avoidance of doubt, this includes any loans that the Campaign Creator has made through the Crowd2Fund Website); or
  • (b) any Borrowed Money becomes due, or capable or being declared due and payable prior to its stated maturity by reason of an event of default (howsoever described);
  • (c) any commitment for Borrowed Money is cancelled or suspended by a creditor of the Campaign Creator by reason of an event of default (howsoever described); or
  • (d) any creditor of the Campaign Creator becomes entitled to declare any Borrowed Money due and payable prior to its stated maturity by reason of an event of default (howsoever described).

12.5   The Campaign Creator stops or suspends payment of any of its debts, or is unable to, or admits in writing its inability to, pay its debts as they fall due.

12.6   The value of the Campaign Creator's assets is less than its liabilities (taking into account contingent and prospective liabilities).

12.7   A moratorium is declared in respect of any Indebtedness of the Campaign Creator.

• 12.8   Any action, proceedings, procedure or step is taken for:
  • (a) the suspension of payments, a moratorium of any Indebtedness, winding up, dissolution, administration or reorganisation (using a voluntary arrangement, scheme of arrangement or otherwise) of the Campaign Creator; or
  • (b) the composition, compromise, assignment or arrangement with any creditor; or
  • (c) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of the Campaign Creator or any of its assets; or
  • (d) the enforcement of any Security over any assets of the Campaign Creator.

12.9   The Campaign Creator commences negotiations, or enters into any composition, compromise, assignment or arrangement, with one or more of its creditors with a view to rescheduling any of its Indebtedness (because of actual or anticipated financial difficulties).

12.10   Any event occurs in relation to the Campaign Creator similar to those in clause 12.6 to clause 12.9 (inclusive) under the laws of any applicable jurisdiction.

12.11   A distress, attachment, execution, expropriation, sequestration or another analogous legal process is levied, enforced or sued on, or against, the Campaign Creator's assets.

12.12   Any provision of any Finance Document is or becomes, for any reason, invalid, unlawful, unenforceable, terminated, disputed or ceases to be effective or to have full force and effect due to the fault of the Campaign Creator.

12.13   The Campaign Creator repudiates or evidences an intention to repudiate any Finance Document.

12.14   The Campaign Creator suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a substantial part of its business.

12.15   Any event occurs (or circumstances exist) which, in the reasonable opinion of the Crowd2Fund, has or is likely to materially and adversely affect the Campaign Creator's ability to perform all or any of its obligations under, or otherwise comply with the terms of, any Finance Document.

12.16   The Campaign Creator’s Account with Crowd2Fund is terminated for any reason.

• 12.17   At any time after an Event of Default has occurred which is continuing, the Lender and/or Crowd2Fund (acting as agent under the authority of each of the Lenders) may, by notice to the Campaign Creator:
  • (a) cancel all outstanding obligations of the Lender under the Loan Agreement whereupon they shall immediately be cancelled; and/or
  • (b) declare that the Loan (and all accrued interest and all other amounts outstanding under the Finance Documents) is immediately due and payable, whereupon they shall become immediately due and payable; and/or
  • (c) declare that the Loan be payable on demand, whereupon it shall become immediately payable on a written demand given by the Lender and/or Crowd2Fund;
  • (d) automatically transfer (unless the Lender notifies Crowd2Fund otherwise), by novation, all the rights and obligations under the Loan Agreement, to the extent that the Loan contains only unsecured debt, to C2F Securities Ltd; and/or
  • (e) declare the Security Document to be enforceable.

13. CALCULATIONS, ACCOUNTS AND CERTIFICATES

13.1   Any interest, commission or fee under any Finance Document shall accrue on a day-to-day basis, calculated according to the number of actual days elapsed and a year of 365 days.

13.2   The Lender shall maintain accounts evidencing the amounts owed to it by the Campaign Creator, in accordance with its usual practice. Entries in those accounts shall be prima facie evidence of the existence and amount of the Campaign Creator's obligations as recorded in them.

14. AMENDMENTS, WAIVERS AND CONSENTS AND REMEDIES

14.1   No amendment of any Finance Document shall be effective unless it is in writing and signed by, or on behalf of, each party to it (or its authorised representative or agent (including Crowd2Fund)).

14.2   A waiver of any right or remedy under any Finance Document or by law, or any consent given under any Finance Document, is only effective if given in writing by the waiving or consenting party and shall not be deemed a waiver of any other breach or default. It only applies in the circumstances for which it is given and shall not prevent the party giving it from subsequently relying on the relevant provision.

14.3   A failure or delay by a party to exercise any right or remedy provided under any Finance Document or by law shall not constitute a waiver of that or any other right or remedy, prevent or restrict any further exercise of that or any other right or remedy or constitute an election to affirm any Finance Document. No single or partial exercise of any right or remedy provided under any Finance Document or by law shall prevent or restrict the further exercise of that or any other right or remedy. No election to affirm any Finance Document by the Lender shall be effective unless it is in writing.

14.4   The rights and remedies provided under the Finance Documents are cumulative and are in addition to, and not exclusive of, any rights and remedies provided by law.

15. SEVERANCE

If any provision (or part of a provision) of any Finance Document 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 of a provision) shall be deemed deleted. Any modification to or deletion of a provision (or part of a provision) under this clause shall not affect the legality, validity and enforceability of the rest of the Finance Documents.

16. COUNTERPARTS

16.1   Each Finance Document may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute one agreement.

16.2   No counterpart shall be effective until each party has executed at least one counterpart.

17. THIRD PARTY RIGHTS

17.1   Save for Crowd2Fund (where it has been duly authorised in whatever capacity), a person who is not a party to the Loan Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of the Loan Agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

18. NOTICES

• 18.1   Any notice or other communication given to a party under or in connection with any Finance Document shall be:
  • (a) in writing;
  • (b) delivered by hand, by pre-paid first-class post or other next working day delivery service or sent by fax or email; and
  • (c) sent to an address, fax number or email address as notified between the Campaign Creator and the Lender(s) from time to time.

• 18.2   Any notice or other communication that the Lender gives to the Campaign Creator under or in connection with, any Finance Document shall be deemed to have been received:
  • (a) if delivered by hand, at the time it is left at the relevant address;
  • (b) if posted by pre-paid first-class post or other next working day delivery service, on the second Business Day after posting;
  • (c) if sent by fax, when received in legible form; and
  • (d) if sent by email, at the time of transmission.

18.3   A notice or other communication given as described in clause 18.2(a), 18.2(c) or 18.2(d) on a day that is not a Business Day, or after normal business hours, in the place it is received, shall be deemed to have been received on the next Business Day.

18.4   Any notice or other communication given to the Lender shall be deemed to have been received only on actual receipt.

19. GOVERNING LAW AND JURISDICTION

19.1   The Loan 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.

19.2   Each party irrevocably agrees that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim that arises out of, or in connection with the Loan Agreement or its subject matter or formation (including non-contractual disputes or claims).

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Donation Terms

1. INTRODUCTION

1.1   These terms and conditions (the “Donation Terms”) set out the terms on which each User of the Donation Services uses such Services.

1.1   These Donation Terms are part of the User Terms and should be read in conjunction with the other applicable documents making up the User Terms in particular the Website Terms and the Privacy Policy.

2. DEFINITIONS

2.1   Capitalised terms not otherwise defined herein shall have the meaning given in the other documents that make up the User Terms.

• 2.2   The following capitalised terms used herein shall have the following meanings:
  • Campaign Closing Date: the date set by C2F by which the campaign must reach the Target Amount. C2F may extend this date in its sole and absolute discretion.
  • Donation: a Support Contribution given by a Donor to a Campaign Creator in relation to a Campaign.
  • Donor: a person who wishes to make a Support Contribution to a Campaign.
  • Support Contribution: a pledge of money or services to the Campaign Creator by a Donor.

3. DONATING TO A CAMPAIGN

• 3.1   If a Donor wishes to make a Donation to a Campaign, it may make a Donation
  • (a) where no mandatory amount for any Donation is set out in the Campaign Description, in any amount in excess of the Minimum Contribution; or
  • (b) where a mandatory amount for any Donation is set out in the Campaign Description, in any amount which is an exact multiple of such mandatory amount.

3.2   In order to make a Donation, the Donor must ensure that its Wallet contains funds at least equal to the Support Contribution.

3.3   When the Donor makes a Donation, the Support Contribution shall be transferred from the available funds in its Wallet to the Crowd2Fund Escrow Wallet.

3.4   In the event that the Target Amount has been met or exceeded by the Campaign Closing Date, the Support Contribution shall be credited from the Crowd2Fund Escrow Wallet to the Campaign Creator’s Wallet.

3.5   In the event that the Target Amount is not met prior to the Campaign Closing Date, the Support Contribution shall be transferred from the Crowd2Fund Escrow Wallet back to the Donor’s Wallet.

3.6   Making a Donation to a Campaign does not grant any Donor any rights, title or interest in any Campaign or any Campaign Creator. For the avoidance of doubt, this means that a Donor does not become entitled to any share or profit share in any Campaign and is not granted any right to use, exploit or licence any Intellectual Property Rights owned by the Campaign Creator or any third party in the Campaign.

4. CROWD2FUND FEES

4.1   Crowd2Fund shall be permitted to deduct from the aggregate Support Contributions remitted to the Campaign Creator in accordance with clause 3 above, the Crowd2Fund Fees.

4.2   Crowd2Fund shall be permitted to deduct any VAT and/or other applicable sales taxes chargeable in respect of the Crowd2Fund Fees.

5. ANTI-MONEY LAUNDERING

5.1   Crowd2Fund shall perform credit checks, ICO and ID verifications (via third party suppliers) on all Campaign Creators and Donors. Campaign Creators shall not receive any funds until all anti-money laundering checks have been performed on each Campaign.

6. DISCLAIMER AND LIABILITY

6.1   Crowd2Fund does not accept any responsibility for anything stated by a Campaign Creator, whether in the Campaign Description or otherwise. In the event that a Campaign Description submitted by a Campaign Creator is deliberately misleading or unlawful, that Campaign shall be cancelled and any money pledged shall be immediately transferred from the Crowd2Fund Escrow Wallet back to the Donor’s respective Wallets.

6.2   Crowd2Fund’s due diligence into a Campaign Creator is limited only to the Campaign Description and ensuring that the company is in existence and registered at Companies House. Crowd2Fund makes no warranty or representation and assumes no liability in respect of the Campaign Creator or the content of any Campaign Description.

6.3   Donors acknowledge and agree that Crowd2Fund does not provide any advice or recommendations in relation to Donations.

6.4   Crowd2Fund is not liable for any damages or loss incurred relating to Campaigns. Both Campaign Creators and Donors acknowledge and agree to release Crowd2Fund, its officers, employees, agents and successors from any legal claim, whether known or unknown, arising out of their use of the Website or any Campaign.

6.5   All dealings are solely between Campaign Creators and Donors. Crowd2Fund is not obligated to get involved with any dispute between a Campaign Creator and Donors in any and all circumstances.

7. GENERAL

7.1   Campaign Creators are advised not to take any action in reliance on a Campaign reaching the Target Amount until they have the ability to draw the funds from their Business Wallet.

7.2   Crowd2Fund reserves the right to cancel/reject a Donation from a Donor for any reason and at any time.

7.3   Crowd2Fund reserves the right to cancel, interrupt, suspend and remove a Campaign for any reason and at any time. Crowd2Fund shall not be liable for any damages as a result of any action taken under this clause.

7.4   Nothing in these Donation Terms is intended to or shall be deemed to, establish any partnership or joint venture between any of the parties or constitute any party the agent of another party.

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Revenue Loan Terms and Conditions

1. INTRODUCTION

1.1   These terms and conditions (the “Revenue Loan Terms”) set out the terms on which each User of the Revenue Loan Services uses such Services.

1.2   These Revenue Loan Terms are part of the User Terms and should be read in conjunction with the other applicable documents making up the User Terms in particular the Website Terms and the Privacy Policy.

2. DEFINITIONS AND INTERPRETATION

2.1   Capitalised terms not otherwise defined herein shall have the meaning given in the other documents that make up the User Terms.

• 2.2   The following capitalised terms used herein shall have the following meanings:
  • Charged Assets: all assets listed in the Debenture that are secured against the Revenue Loan including but not limited to fixed charges, floating charges and mortgages.
  • Debenture: the security document(s) entered into by the Campaign Creator and each of the Lenders setting out the terms and conditions of the Revenue Loan and the assets secured against the Revenue Loan.
  • Interest Rate: the gross interest rate per annum that the Lender will receive in return for the Investment Amounts.
  • Lender: a person who pledges an Investment Amount in respect of a Campaign.
  • Personal Guarantee and Indemnity: the document entered into by a party and each of the Lenders whereby that party has agreed to guarantee and indemnify the Campaign Creator for the Revenue Loan.
  • Pledge Submission: the act of a Lender making an offer of an Investment Amount in relation to a particular Campaign.
  • Revenue Loan: the aggregate of the total Investment Amounts and the total interest that is to be paid on said Investment Amounts to the Lenders and Crowd2Fund.
  • Revenue Loan Agreement: means that loan agreement to be entered into pursuant to clause 5.10(a) and in the form as set out in the Schedule.

3. CATEGORISATION AND CERTIFICATION OF LENDERS

3.1   In accordance with the Financial Services and Markets Act 2000 (“FSMA”), Crowd2Fund classifies each Lender as a Certified High Net Worth Individual, a Sophisticated Lender or a Retail Client. It is the Lender’s responsibility to self-certify where appropriate and applicable and to do so truthfully and completely.

3.2   Every Lender will be required to fill out a risk understanding questionnaire before creating an Account. Based on the answers given in this questionnaire it may be necessary in some cases to exclude one or more Retail Investors from access to some or all of the Revenue Loan Services.

3.3   In respect of its regulated activities, Crowd2Fund is authorised and regulated by the FCA (Under reference number 623683).

4. THE WALLET

4.1   In order to make a pledge in a Campaign, a Lender must ensure that its Wallet contains funds at least equal to the Investment Amount.

4.2   When a Lender makes a pledge to a Campaign, the Investment Amount shall be deducted from the available funds in its Wallet and transferred to the Crowd2Fund Escrow Wallet.

4.3   In the event that the Target Amount is met, the Investment Amount shall be transferred from the Crowd2Fund Escrow Wallet to the Campaign Creator’s Wallet in accordance with clause 5.

• 4.4   In the event that:
  • (a) the Target Amount is not met prior to the Long-Stop Date; or
  • (b) any of the events in clause 6.5 occur, the Investment Amount shall be transferred from the Crowd2Fund Escrow Wallet back to the Lender’s Wallet.

5. LENDING PROCESS

5.1   All Users acknowledge, agree and undertake to represent only themselves or the company that they represent.

5.2   After completing the registration process and creating an Account, a Campaign Creator who is looking to create a Revenue Loan Campaign must complete the business profile and business plan sections of their dashboard on the Website before submitting a Campaign Description to Crowd2Fund.

• 5.3   To submit a Campaign Description, the Campaign Creator shall supply as a minimum:
  • (a) the amount that the Campaign Creator wishes to raise;
  • (b) the proposed term of the Revenue Loan;
  • (c) whether the Revenue Loan will be guaranteed and if so, details of the guarantor including but not limited to:
    • ID documentation, for example driving licence or passport; and
    • address history;
  • (d) whether the Revenue Loan will be secured and if so, what the security will be;
  • (e) information relating to any existing loans or credit agreements that the Campaign Creator and its guarantor (if applicable) currently has;
  • (f) its bank sort code;
  • (g) any details needed to set up a direct debit; and
  • (h) any other information that is reasonably required by Crowd2Fund to enable them to approve a Campaign Description.

5.4   A Campaign Creator may request when submitting a Campaign Description that the Campaign can be overfunded. If Crowd2Fund accepts this request, Crowd2Fund shall display a prominent disclaimer notice on the Campaign Description at the start of and throughout the Campaign. Neither Crowd2Fund nor the Campaign Creator shall be liable for any damages or loss incurred relating to this clause or for any overfunded Campaign.

5.5   After the Campaign Description has been submitted by the Campaign Creator, Crowd2Fund will review the information provided and, in its sole and absolute discretion, will either decide to approve, amend or reject the Campaign Creator’s Campaign Description for publication on the Website.

• 5.6   A Campaign will only be eligible for approval if the following requirements are satisfied:
  • (a) the Campaign Creator is a company limited by shares, a public limited company, a limited liability partnership, a sole trader or an (unlimited) partnership;
  • (b) the Campaign Creator has a UK bank account to facilitate payments;
  • (c) the business of the Campaign Creator does not involve lending money or leasing assets held on its own balance sheet; and
  • (d) the Campaign Creator is in business with the intention of making a profit and is not a not-for-profit or charitable business.

5.7   Campaign Creators agree to use their best endeavours to run their business in accordance with what has been submitted in the Campaign Description.

5.8   If the Campaign Description is approved by Crowd2Fund, the Campaign shall start on the date of approval and Lenders may start making Pledge Submissions. By making Pledge Submissions, each Lender irrevocably agrees to enter into the Revenue Loan Agreement.

5.9   The Campaign shall end on the Campaign Closing Date whereupon the Campaign Creator shall have the option, if the Target Amount has been reached, to accept some or all of the Pledge Submissions made by Lenders and complete the investment in accordance with clause 5.10. For the avoidance of doubt and subject to the rest of the User Terms, nothing in these Revenue Loan Terms shall prevent a Campaign Creator from cancelling a Campaign at any time prior to the Campaign Closing Date.

• 5.10   If the Campaign reaches the Target Amount prior to the Campaign Closing Date and the Campaign Creator accepts the aggregated Pledge Submissions:
  • (a) a binding agreement in respect of each Pledge Submission shall be executed by each of the relevant Lenders and the Campaign Creator (the “Revenue Loan Agreement”). The Revenue Loan Agreement shall take the form as set out in Schedule 1 save for any amendments that are stated in the Campaign Description. In addition to the rights granted to Crowd2Fund pursuant to clause 7.6 of the Outline Terms, each Lender and the Campaign Creator authorises Crowd2Fund to act as an agent for them to execute the Revenue Loan Agreement on their behalf. Pursuant to the Revenue Loan Agreement, the Lender shall lend to the Campaign Creator and the Campaign Creator shall borrow on the terms of the Revenue Loan Agreement the amount of the relevant Pledge Submission;
  • (b) where applicable, the Debenture and/or the Personal Guarantee and Indemnity shall be signed by the relevant parties;
  • (c) the Investment Amounts shall be transferred from the Crowd2Fund Escrow Wallet to the Business Wallet pursuant to clause 4.3; and
  • (d) the Campaign Creator shall procure that all relevant administration is completed and that (if applicable in respect of secured debt) all necessary forms and resolutions are filed at Companies House. Crowd2Fund may also make the relevant filings at Companies House and the Campaign Creator expressly acknowledges and agrees that by entering into the Revenue Loan Agreement, it gives Crowd2Fund irrevocable consent to make such filings. For the avoidance of doubt, Crowd2Fund shall not be liable if the filings are not made at Companies House in accordance with the Companies Act 2006 and all liability shall rest with the Campaign Creator.

6. LENDER

6.1   Lenders acknowledge that when Crowd2Fund approves a Campaign Description, it does so in its capacity of operating an electronic system in relation to lending. Lenders both acknowledge and agree that Crowd2Fund’s approval of a Campaign Description is not an approval of the Campaign Description in general, and that no inference shall be made to the same.

6.2   Lenders can view current Campaigns by navigating to the “Opportunities” page of the Website when they are logged in to the Website.

6.3   If a Lender decides to make a pledge to a Campaign, it must already have transferred sufficient funds into its Wallet before pledging the Investment Amount. By making a Pledge Submission, the Lender irrevocably agrees that (in the event that the pledge is accepted by the Campaign Creator as detailed herein) any Revenue Loan created shall be on the terms of the Revenue Loan Agreement which shall be binding in its entirety on the Lender.

6.4   When a Lender has made a Pledge Submission to a live Campaign, it may make further Pledge Submissions. A Lender cannot decrease any Investment Amount already pledged. If a Lender chooses make further Pledge Submissions, it shall repeat the pledge process.

• 6.5   After a Lender has made a Pledge Submission to a Campaign, it will be non-refundable save for when:
  • (a) the Campaign is unsuccessful by reason of not meeting the Target Amount; or
  • (b) the Campaign Creator, in its sole and absolute discretion, rejects the entirety of the Pledge Submissions made by all Lenders; or
  • (c) Crowd2Fund cancels the Campaign or the Investment Amount, in which case the Lender’s funds will be transferred back to the Lender’s Wallet from the Crowd2Fund Escrow Wallet.

6.6   If the Campaign reaches the Target Amount and the Campaign Creator accepts all of the Pledge Submissions, the aggregate Investment Amounts shall be transferred to the Campaign Creator’s Wallet on or around the date that the Revenue Loan Agreement is executed.

6.7   Any third party charges or transaction fees will be charged to the Lender in addition to any Investment Amounts pledged. Any credit card fee incurred for transferring funds to a Wallet shall be incurred immediately upon the money being credited to the Wallet and the Lender shall be notified of these charges before making such transfer.

6.8   A Campaign Creator cannot, at any time it has a Crowd2Fund Account, be a Lender.

7. REPAYMENT

7.1   The Campaign Creator agrees to repay the Revenue Loan in accordance with the Revenue Loan Agreement.

• 7.2   The Campaign Creator acknowledges and agrees that failure to maintain the repayments on the Revenue Loan may result in:
  • (a) the total cost of the debt increasing;
  • (b) default charges or extra interest being levied against the Campaign Creator;
  • (c) impaired credit ratings; and/or
  • (d) legal proceedings and the associated costs of such proceedings being brought against the Campaign Creator.

7.3   The Campaign Creator may if it so chooses, repay all (but not part) of the Revenue Loan back to the Lenders at an earlier date than prescribed in the Revenue Loan Agreement. If the Campaign Creator elects to pay the Revenue Loan back early, it will not be subject to an early repayment administration charge but must pay a full month’s interest for the month in which it decides to repay all of the Revenue Loan.

8. DEFAULT AND TERMINATION

• 8.1   If any one of the below events occur at any time, the Revenue Loan Agreement relating to the Revenue Loan Campaign shall immediately terminate and the remaining amounts outstanding on the Revenue Loan shall become immediately payable to the Lenders and/or Crowd2Fund (acting as agent on behalf of all the lenders):
  • (a) The Campaign Creator or its guarantor (if applicable) fails to pay the Lender and/or Crowd2Fund any payment or repayment 90 days after that payment or repayment has become due;
  • (b) The Campaign Creator has defaulted on a separate loan that was financed through the Crowd2Fund platform;
  • (c) The Campaign Creator’s Account with Crowd2Fund has been terminated for any reason;
  • (d) An order has been made to wind up the Campaign Creator;
  • (e) The Campaign Creator has a liquidator, administrator, receiver or trustee appointed to it;
  • (f) The Campaign Creator states in writing that it is unable to pay its debts as it falls due; or
  • (g) The Campaign Creator enters into a compromise, arrangement or assignment with its creditors generally.

9. SECURITY

9.1   If the Revenue Loan has been secured as a charge against the Campaign Creator’s Charged Assets, that charge shall crystallise upon any of the events in clause 8.1 occurring or otherwise in accordance with the Debenture.

9.2   Upon the successful completion of any Revenue Loan Campaign, all Charged Assets shall be registered at Companies House by the Campaign Creator within the relevant timeframes prescribed by the Companies Act 2006. Crowd2Fund (or its nominee) may also register the Charged Assets at Companies House and the Campaign Creator expressly acknowledges and agrees that by entering into the Revenue Loan Agreement, it gives Crowd2Fund (or its nominee) irrevocable consent to file such Charged Assets. For the avoidance of doubt, Crowd2Fund (or its nominee) shall not be liable if the Charged Assets are not registered at Companies House in accordance with the Companies Act 2006 and all liability shall rest with the Campaign Creator.

9.3   All Charged Assets shall be registered in the name of C2F Securities Ltd or Crowd2Fund Ltd, who shall hold the Charged Assets on trust for the Lenders. Each Lender acknowledges and agrees that if it invests in a successful secured Revenue Loan Campaign that it shall sign a power of attorney in favour of C2F Securities Ltd or Crowd2Fund Ltd to manage the Charged Assets.

9.4   If any of the crystallisation events in the Debenture or clause 8.1 occur, C2F Securities Ltd or Crowd2Fund Ltd shall have the right, but not the obligation, to sell or assign the Charged Assets to a third party and distribute the proceeds to the Lenders pro-rata as against the amount of the Revenue Loan that they are due.

9.5   If for any reason C2F Securities Ltd or Crowd2Fund Ltd cannot enforce the Revenue Loan Agreement and/or Debenture (either as trustee or agent for each Lender), each Lender shall have an equal right upon any default of the Campaign Creator to enforce the Debenture against any amount owing to him (pro-rated as against other Lenders).

• 9.6   If a Campaign Creator decides to use an individual’s home as a Charged Asset, both the Campaign Creator and the individual having its home secured against the Revenue Loan shall take note of the following statements:
  • (a) CHECK THAT A MORTGAGE WILL MEET YOUR NEEDS IF YOU WANT TO MOVE OR SELL YOUR HOME OR YOU WANT YOUR FAMILY TO INHERIT IT. IF YOU ARE IN DOUBT, SEEK INDEPENDENT ADVICE;
  • (b) YOUR HOME IS AT RISK IF YOU DO NOT KEEP UP REPAYMENTS ON A MORTGAGE OR OTHER LOAN SECURED ON IT; and
  • (c) (IF THE LOAN IS BEING REPAID IN A CURRENCY OTHER THAN STERLING) THE STERLING EQUIVALENT OF YOUR LIABILITY UNDER A FOREIGN CURRENCY MORTGAGE MAY BE INCREASED BY EXCHANGE RATE MOVEMENT.

10. REVENUE LOAN TRANSFER AND NOVATION

10.1   If the Campaign Creator defaults on the Revenue Loan, all the rights and obligations under the Revenue Loan Agreement shall automatically transfer by novation, to the extent that the Revenue Loan contains only unsecured debt, to C2F Securities Ltd or Crowd2Fund Ltd (unless the Lender notifies Crowd2Fund otherwise).

10.2   The Campaign Creator shall not be entitled to transfer any of its rights and obligations under the Revenue Loan Agreement.

10.3   Each Lender may transfer by novation his or her right, title and interest in any Revenue Loan Agreement and all associated rights to any other eligible member that holds an Account with Crowd2Fund (who is the “New Lender”) and each Campaign Creator grants advance consent to the novation of any Revenue Loan pursuant to a Revenue Loan Agreement.

10.4   The Campaign Creator’s rights and obligations under a Revenue Loan Agreement that has been transferred shall not be adversely affected in any way whatsoever.

• 10.5   A transfer by novation shall be effected by:
  • (a) the Lender giving written notice to Crowd2Fund that it wishes to novate its rights under a Revenue Loan Agreement to a New Lender. This is done by requesting a trade through the Exchange page on the Crowd2Fund site;
  • (b) a novation notice substantially in the form as set out in Schedule 2 (the “Novation Notice”) being served on the Campaign Creator by Crowd2Fund; and
  • (c) the Campaign Creator, the Lender and the New Lender entering into a Novation Agreement substantially in the form as set out Schedule 3 (the “Novation Agreement”).

10.6   In addition to the rights granted to Crowd2Fund under clause 7.6 of the Outline Terms, both the Novation Notice and the Novation Agreement may be executed by Crowd2Fund, acting as agent on behalf of the Campaign Creator, the Lender and the New Lender and this will have the same effect as if the Novation Notice and the Novation Agreement was signed by all parties in a hard single copy.

10.7   Crowd2Fund charges a fee of 1% of the sale price to Lenders upon the execution of the Novation Notice and the Novation Agreement.

11. CROWD2FUND FEES

11.1   Crowd2Fund charge Campaign Creators of all successful Revenue Loan Campaigns that reach at least the Target Amount:

11.2   Crowd2Fund will charge an annualised intermediary fee of 1% of the outstanding principal (the "Intermediary Services Fee"), which is payable monthly. Accordingly, the monthly rate charged will be:

((OP x 0.01) x (0.08333))

OP = the outstanding principal amount of the Revenue Loan from time to time.

The monthly rate of the Intermediary Services Fee will be deducted from the Lender’s Wallet when each monthly repayment is received from the Campaign Creator (each Lender shall therefore receive their monthly repayment net of the Intermediary Services Fee). If a Campaign Creator misses a repayment, the Intermediary Services Fee relating to that repayment will not be deducted from the Lender’s Wallet until that repayment has been received. The Intermediary Services Fee covers our role in providing intermediary services in relation to the introduction between the Lender and the Campaign Creator. This fee does not cover the costs of administrating and facilitating the loan, nor our related credit analysis, which we carry out as part of our underwriting exercise, which are a no-cost added value arrangement only.

12. TAXATION AND INTEREST

12.1   For all repayments made in accordance with a Revenue Loan Agreement, the Campaign Creator shall, where applicable, deduct any and all relevant tax on interest at source and account for this to the relevant tax authority before making a repayment.

12.2   The Lender acknowledges and agrees that the gross taxable income received from each repayment pursuant to a Revenue Loan Agreement must be declared to the relevant tax authorities. For the avoidance of doubt, although Crowd2Fund processes each repayment so that the Lender receives the repayment less the Intermediary Services Fee and any other tax deducted at source, the Lender will, where applicable, have to declare the gross taxable income from each repayment as though no Intermediary Services Fee or other tax had been deducted.

12.3   The Interest Rate shall be the gross rate of interest on which tax is payable by the Lender when each repayment is made, subject to any deductions made in accordance with any tax legislation or tax authority.

12.4   Crowd2Fund shall provide each Lender who has entered into at least one Revenue Loan Agreement an annual statement that details the amount of taxable income earned in the prior year and the remaining amount of taxable income that is due to it in relation to each Revenue Loan Agreement entered into.

12.4   The Lender acknowledges and agrees that by entering into a Revenue Loan Agreement, it understands the inherent risks that arise from various taxation rules and legislation. A non-exhaustive list of the taxation risks of entering into a Revenue Loan Agreement can be found on Crowd2Fund’s FAQ page at www.crowd2fund.com.

13. ANTI-MONEY LAUNDERING

13.1   Crowd2Fund shall perform credit checks and ID verifications (via third party suppliers) on all Campaign Creators and Lenders who invest more than £2,000. Campaign Creators shall not receive any funds until all anti-money laundering checks have been performed on each Campaign.

14. DISCLAIMER AND LIABILITY

14.1   Crowd2Fund does not accept any responsibility for any return on investment stated by a Campaign Creator, whether in the Campaign Description or otherwise. In the event that a Campaign Description submitted by a Campaign Creator is deliberately misleading or unlawful, that Campaign shall be cancelled and any money pledged shall be immediately transferred from the Crowd2Fund Escrow Wallet back to the Lender’s respective Wallets.

14.2   Crowd2Fund’s due diligence into a Campaign Creator is limited only to the Campaign Description and ensuring that the company is in existence and registered at Companies House (if applicable). Crowd2Fund makes no warranty or representation and assumes no liability in respect of the Campaign Creator or the content of any Campaign Description and Lenders both acknowledge and agree that Crowd2Fund’s approval of a Campaign Description as a financial promotion is not an approval of the Campaign Description in general, and that no inference shall be made to the same.

14.3   Lenders acknowledge and agree that Crowd2Fund does not provide any advice or recommendations in relation to investments or loans.

14.4   Crowd2Fund is not liable for any damages or loss incurred relating to Campaigns. Both Campaign Creators and Lenders acknowledge and agree to release Crowd2Fund, its officers, employees, agents and successors from any legal claim, whether known or unknown, arising out of their use of the Website or any Campaign.

14.5   All dealings are solely between Campaign Creators and Lenders. Although Crowd2Fund is granted the authority to act as agent on behalf both Campaign Creators and Lenders, it is not obligated to get involved with any dispute between a Campaign Creator and Lenders in any and all circumstances.

15. GENERAL

15.1   Campaign Creators are advised not to take any action in reliance of a Campaign reaching the Target Amount until they have the ability to draw the funds from their Wallet.

15.2   Crowd2Fund reserves the right to cancel/reject a Pledge Submission from a Lender for any reason and at any time.

15.3   Crowd2Fund reserves the right to cancel, interrupt, suspend and remove a Campaign for any reason and at any time. Crowd2Fund shall not be liable for any damages as a result of any action taken under this clause.

15.4   Save for as set out in these Revenue Loan Terms, nothing in these Revenue Loan Terms is intended to or shall be deemed to, establish any partnership or joint venture between any party or constitute any party the agent of another party.

15.5   If a Campaign Creator or Lender has any questions regarding a Revenue Loan Campaign, it may view our Frequently Asked Questions page or alternatively contact us on 0203 735 5690 and info@crowd2fund.com.

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Equity Terms and Conditions

1. INTRODUCTION

1.1   These terms and conditions (the “Equity Terms”) set out the terms on which each User of the Equity Services uses such Services.

1.2   These Equity Terms are part of the User Terms and should be read in conjunction with the other applicable documents making up the User Terms in particular the Website Terms and the Privacy Policy.

2. DEFINITIONS AND INTERPRETATION

2.1   Capitalised terms not otherwise defined herein shall have the meaning given in the other documents that make up the User Terms.

3. CATEGORISATION AND CERTIFICATION OF INVESTORS

3.1   In accordance with the Financial Services and Markets Act 2000 (“FSMA”), Crowd2Fund classifies each Investor as a Certified High Net Worth Individual, a Sophisticated Investor or a Retail Investor. It is the Investor’s responsibility to self-certify where appropriate and applicable and to do so truthfully and completely.

3.2   Every Investor will be required to fill out a risk understanding questionnaire before creating an Account. Based on the answers given in this questionnaire it may be necessary in some cases to exclude one or more Retail Investors from access to some or all of the Equity Services.

3.3   In respect of its regulated activities, Crowd2Fund is authorised and regulated by the FCA (under reference number 623683).

4. THE WALLET

4.1   In order to make an investment in a Campaign, an Investor must ensure that its Wallet contains funds at least equal to the Investment Amount.

4.2   When an Investor makes a pledge to a Campaign, the Investment Amount shall be deducted from the available funds in its Wallet. The Investment Amount shall be held in the Crowd2Fund Escrow Wallet.

4.3   Subject to the rest of these Equity Terms, in the event that the Target Amount is met, the Investment Amount shall be credited from the Crowd2Fund Escrow Wallet to the Campaign Creator’s Wallet.

• 4.4   In the event that:
  • (a) the Target Amount is not met prior to the Long-Stop Date; or
  • (b) any of the events in clause 6.5 occur, the Investment Amount shall be transferred from the Crowd2Fund Escrow Wallet back to the Investor’s Wallet.

5. INVESTMENT PROCESS

5.1   After completing the registration process and creating an Account, a Campaign Creator who is looking to create an Equity Campaign must complete the business profile and business plan sections of their dashboard on the Website before submitting a Campaign Description to Crowd2Fund.

• 5.2   To submit a Campaign Description, the Campaign Creator shall supply as a minimum:
  • (a) information on the purpose of the Campaign;
  • (b) the Target Amount;
  • (c) the amount of equity (as a percentage) that will be given in aggregate to the Investors;
  • (d) the Minimum Contribution that an Investor can invest;
  • (e) whether the company qualifies for SEIS and/or EIS relief; and
  • (f) the proposed Commencement Date and Campaign Closing Date of the Campaign.

5.3   After the Campaign Description (including the Target Amount) has been submitted by the Campaign Creator, Crowd2Fund will review the information provided and, in its sole and absolute discretion, will either decide to approve, amend or reject the Campaign Creator’s Campaign Description for publication on the Website.

• 5.4   A Campaign will only be eligible for approval if the following requirements are satisfied:
  • (a) the Campaign Creator is a company limited by shares or a public limited company;
  • (b) the Campaign Creator has a UK bank account to facilitate payments;
  • (c) the business of the Campaign Creator does not involve lending money or leasing assets held on its own balance sheet;
  • (d) the Campaign Creator is in business with the intention of making a profit and is not a not-for-profit or charitable business.

5.5   A Campaign Creator may request when submitting a Campaign Description that the Campaign can be overfunded. If Crowd2Fund accepts this request, Crowd2Fund shall display a prominent disclaimer notice on the Campaign Description at the start of and throughout the Campaign. All Investors acknowledge and agree that if a Campaign is overfunded, the amount of equity they receive may be diluted and/or reduced. Neither Crowd2Fund nor the Campaign Creator shall be liable for any damages or loss incurred relating to this clause or for any overfunded Campaign.

5.6   Campaign Creators agree to use their best endeavours to run their business in accordance with what has been submitted in the Campaign Description.

5.7   If the Campaign Description is approved by Crowd2Fund, the Campaign shall start on the date of approval and Investors may start pledging Investment Amounts in return for the subscription of the stated amount of shares. The Campaign shall end on the Campaign Closing Date.

• 5.8   If the Campaign reaches at least its Target Amount before the Campaign Closing Date:
  • (a) a new set of articles of association shall be adopted by the Campaign Creator The date of adoption of the new articles of association is the “Closing Date”;
  • (b) on or after the Closing Date, the Investment Amounts shall be credited from the Crowd2Fund Escrow Wallet to the Campaign Creator’s Wallet. The Campaign Creator shall then be permitted to transfer the Investment Amounts to the Campaign Creator’s designated bank account;
  • (c) the Campaign Creator shall procure that share certificates are issued to each of the Investors after the date on which the Investment Amounts clear into the Campaign Creator’s bank account; and
  • (d) the Campaign Creator shall procure that all relevant administration is completed and that all necessary forms and resolutions are filed at Companies House.

6. INVESTOR INVESTMENT

6.1   Investors acknowledge that when Crowd2Fund approves a Campaign Description, it does so in its capacity of operating an electronic system in relation to lending. Investors both acknowledge and agree that Crowd2Fund’s approval of a Campaign Description as a financial promotion is not an approval of the Campaign Description in general, and that no inference shall be made to the same.

6.2   Investors can view current Campaigns by navigating to the “Opportunities” page of the Website when they are logged in to the Website.

6.3   If an Investor decides to make an investment in a Campaign, it must already have transferred sufficient funds into its Wallet before pledging the Investment Amount.

6.4   When an Investor has made a pledge to a live Campaign, it can increase its Investment Amount, but not decrease it. If an Investor chooses to increase its Investment Amount, it shall repeat the pledge process.

• 6.5   After an Investor has pledged any Investment Amount to a Campaign, it will be non-refundable save for when:
  • (a) the Campaign is unsuccessful by reason of not meeting the Target Amount; or
  • (b) the Campaign Creator, in its sole and absolute discretion, rejects the Investment Amount from the Investor; or
  • (c) Crowd2Fund cancels the Campaign or any Investment Amount, in which case the Investor’s funds will be transferred from the Crowd2Fund Escrow Wallet to the Investor’s Wallet.

• 6.6   If the Campaign reaches the Target Amount, on or after the Closing Date:
  • (i) the aggregate of the Investment Amounts shall be transferred from the Crowd2Fund Escrow Wallet to the Business Wallet
  • (ii) each Investor may be required to execute a subscription agreement,
  • (iii) the Campaign Creator shall amend its articles of association (if applicable),
  • (iv) the Campaign Creator will as soon as reasonably practicable and in any event within 14 days of the date of the investment, register the share issue at Companies House and provide the Investors with share certificates evidencing their shareholdings.

6.7   Any third party charges or transaction fees will be charged to the Investor in addition to the Investment Amount. These charges shall be displayed to the Investor prior to it making a pledge of an Investment Amount and shall be deducted from its Wallet.

7. SEIS/EIS

7.1   If a Campaign Creator submits a Campaign Description for a Campaign and intends for Investors to receive SEIS relief on their investment (an “SEIS Equity Campaign”), the maximum total amount that the Campaign Creator will be able to raise in any such SEIS Equity Campaign shall be £150,000. No Investor shall be permitted to invest more than £100,000 into an SEIS Equity Campaign in any tax year.

• 7.2   If an SEIS Equity Campaign is successful on the Campaign Closing Date:
  • (a) the Campaign Creator shall represent and warrant to each Investor in the terms of the warranties as set out in Schedule 1; and
  • (b) the Investors (if claiming SEIS relief) shall represent and warrant to the Campaign Creator in the terms of the warranties set out in Schedule 3.

7.3   If a Campaign reaches the Target Amount on an SEIS Equity Campaign, it shall not be able to submit a Campaign Description for a further Campaign in which it intends for Investors to receive EIS relief (an “EIS Equity Campaign”) save for when it has complied with all laws and procedures relating to the spending of funds raised from an SEIS Equity Campaign and can provide proof of this in a Campaign Description for an EIS Equity Campaign. Any EIS Equity Campaign that does not comply with this clause shall be cancelled immediately and any Investment Amounts pledged returned to the Investor’s respective Wallets.

• 7.4   If an EIS Equity Campaign is successful on the Campaign Closing Date:
  • (a) the Campaign Creator shall represent and warrant to each Investor in the terms of the warranties as set out in Schedule 2; and
  • (b) the Investors (if claiming SEIS relief) shall represent and warrant to the Campaign Creator in the terms of the warranties set out in Schedule 3.

7.5   Investors acknowledge and agree that the grant and continued availability of SEIS relief and EIS relief in relation to their subscription for shares is not within the control of Crowd2Fund and that Crowd2Fund shall not be liable in any manner to Investors for any refusal by HMRC to grant relief and/or any withdrawal of relief during or after the end of the relevant periods.

8. CROWD2FUND FEES

8.1   Crowd2Fund charge Campaign Creators of all successful Equity Campaigns that reach at least the Target Amount the following:

8.2   Crowd2Fund shall charge the Campaign Creator standard legal fees of £1,250 (excluding VAT) and an administration fee of £500 (excluding VAT).

8.3   Crowd2Fund shall also charge the Campaign Creator for any additional professional or administrative charges that are necessary for the Equity Campaign to be completed. Any such charges will be notified to the Campaign Creator in advance.

8.4   Crowd2Fund may, in their sole and absolute discretion, waive any of the fees (whether in full or in part) listed in this clause 9.

9. ANTI-MONEY LAUNDERING

9.1   Crowd2Fund shall perform credit and ID verifications (via third party supplier) on all Campaign Creators and Investors who are investing over £2,000. Campaign Creators shall not receive any funds until all anti-money laundering checks have been performed on each Campaign.

10. DISCLAIMER AND LIABILITY

10.1   Crowd2Fund does not accept any responsibility for any return on investment stated by a Campaign Creator, whether in the Campaign Description or otherwise. In the event that a Campaign Description submitted by a Campaign Creator is deliberately misleading or unlawful, that Campaign shall be cancelled and any money pledged shall be immediately credited to the Investor’s respective Wallets.

10.2   Crowd2Fund’s due diligence into a Campaign Creator is limited only to the Campaign Description and ensuring that the company is in existence and registered at Companies House. Crowd2Fund makes no warranty or representation and assumes no liability in respect of the Campaign Creator or the content of any Campaign Description.

10.3   Investors acknowledge and agree that Crowd2Fund does not provide any advice or recommendations in relation to investments.

10.4   Crowd2Fund is not liable for any damages or loss incurred relating to Campaigns. Both Campaign Creators and Investors acknowledge and agree to release Crowd2Fund, its officers, employees, agents and successors from any legal claim, whether known or unknown, arising out of their use of the Website or any Campaign.

10.5   All dealings are solely between Campaign Creators and Investors. Crowd2Fund is not obligated to get involved with any dispute between a Campaign Creator and Investors in any and all circumstances.

11. GENERAL

11.1   Campaign Creators are advised not to take any action in reliance of a Campaign reaching the Target Amount until they have the ability to draw the funds from the Business Wallet.

11.2   Crowd2Fund reserves the right to cancel/reject a pledge from an Investor for any reason and at any time.

11.3   Crowd2Fund reserves the right to extend, cancel, interrupt, suspend and remove a Campaign for any reason and at any time. Crowd2Fund shall not be liable for any damages as a result of any action taken under this clause.

11.4   Nothing in these Equity Terms is intended to or shall be deemed to, establish any partnership or joint venture between any of the Parties or constitute any Party the agent of another Party.

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Rewards Terms

1. INTRODUCTION

1.1   These terms and conditions (the “Rewards Terms”) set out the terms on which each User of the Rewards Services uses such Services.

1.2   These Rewards Terms are part of the User Terms and should be read in conjunction with the other applicable documents making up the User Terms in particular the Website Terms and the Privacy Policy.

2. DEFINITIONS

2.1   Capitalised terms not otherwise defined herein shall have the meaning given in the other documents that make up the User Terms.

• 2.2   The following capitalised terms used herein shall have the following meanings:
  • Campaign Closing Date: the date set by Crowd2Fund by which the Campaign must reach the Target Amount. Crowd2Fund may extend this date in its sole and absolute discretion
  • Reward: goods or services that are provided to Supporters in return for Support Contributions to a Campaign. Rewards are offered from the Campaign Creator and are not underwritten, verified or endorsed by Crowd2Fund or any of its staff.
  • Supporter: a person who wishes to make a Support Contribution to a Campaign. Support Contribution: a pledge of money or services to the Campaign Creator by a Supporter.

3. SUPPORTING A CAMPAIGN

• 3.1   If a Supporter wishes to support a Campaign, its may make a Support Contribution:
  • (a) where no mandatory amount for any Support Contribution is set out in the Campaign Description, in any amount in excess of the Minimum Contribution; or
  • (b) where a mandatory amount for any Support Contribution is set out in the Campaign Description, in any amount which is an exact multiple of such mandatory amount.

3.2   In order to make a Support Contribution, the Supporter must ensure that its Wallet contains funds at least equal to the Support Contribution.

3.3   When the Supporter makes a Support Contribution, the Support Contribution shall be transferred from the available funds in its Wallet to the Crowd2Fund Escrow Wallet.

3.4   In the event that the Target Amount is met on or before the Campaign Closing Date, the Support Contribution shall be credited from the Crowd2Fund Escrow Wallet to the Campaign Creator’s Wallet.

3.5   In the event that the Target Amount is not met prior to the Campaign Closing Date, the Support Contribution shall be credited from the Crowd2Fund Escrow Wallet back to the Investor’s Wallet.

3.6   Making a Support Contribution to a Campaign does not grant any Supporter any rights, title or interest in any Campaign or any Campaign Creator. For the avoidance of doubt, this means that a Supporter does not become entitled to any share or profit share in any Campaign and is not granted any right to use, exploit or licence any Intellectual Property Rights owned by the Campaign Creator or any third party in the Campaign.

4. REWARDS

4.1   Campaign Creators offer Rewards to their Supporters.

• 4.2   Campaign Creators are not permitted to offer or provide any of the following as Rewards:
  • (a) any share, security, debenture, loan note or other debt or ownership interest in any company, partnership or other incorporated or unincorporated entity;
  • (b) any money, monetary compensation or item or instrument that can be readily converted into money;
  • (c) any weapon, ammunition or related item;
  • (d) any alcohol, tobacco product or other controlled substance;
  • (e) any illegal drug, substance or drug-related paraphernalia;
  • (f) any pornography, sexually explicit or suggestive item, image of any child aged less than 18 years of age or other similar material which is unlawful or may be considered offensive;
  • (g) any item which is unlawful to possess or distribute in any jurisdiction in which the Campaign Creator are based or in which a Supporter would receive such item;
  • (h) any item which infringes or violates the intellectual property rights of a third person; or
  • (i) any item that is stolen.

4.3   In the event that a Campaign meets the Target Amount, the Campaign Creator undertakes and agrees to provide the Rewards to Supporters of the Campaign in the manner and within the timescale detailed in the Campaign Description.

4.4   Any delivery and distribution costs in relation to the delivery of Rewards shall be the sole responsibility of the Campaign Creator. For the avoidance of doubt, a Supporter shall not be required to make payment of any amount in excess of its Support Contribution.

4.5   Where the Campaign Creator needs further information or in order to deliver any Reward to a Supporter, the Campaign Creator shall contact the Supporter directly using the email address registered by the Supporter with Crowd2Fund. The Supporter undertakes to respond to any such communication and to provide the requested information promptly and accurately.

4.6   The Campaign Creator shall not be required to deliver any Reward to a Supporter who has not responded to any request for further information sent in accordance with clause 4.5 within a reasonable period of time.

4.7   Supporters shall have no right to cancel their Support or request a refund of their Support Contribution in any circumstances. In the event that the Supporter does not receive any Reward in the manner and within the timescale detailed in the Campaign Description, subject to the Supporter having complied with its obligations set out herein, he should email Crowd2Fund at info@crowd2fund.com.

5. SALE OF GOODS WEBSITE DISCLAIMER

5.1   The provision of a Reward does not constitute the sale of goods for the purposes of the Sale of Goods Act 1979. Any Reward is provided for no consideration and a User has no right to a refund or to cancel any Support Contribution made in the event that it does not like any Reward and/or any Reward is defective.

5.2   In many cases, Rewards may be prototypes and may not be fully operational products or services. There may be limitations to functionality and/or usage of any Reward.

6. FORMATION OF CONTRACT

6.1   By posting a Campaign on the Website, the Campaign Creator agrees, if the Target Amount is met before the Campaign Closing Date, to provide a Reward to any Supporter in exchange for a Support Contribution.

6.2   Rewards are offered from the Campaign Creator and are not underwritten, verified or endorsed by Crowd2Fund or any of its staff.

6.3   Crowd2Fund is not a party to the contract between the Campaign Creator and the Supporter.

6.4   Crowd2Fund are not party to, and shall not be held responsible for, transactions, agreements and/or disputes between Supporters and Campaign Creators in connection with the delivery of Rewards.

6.5   The payment processor(s) that Crowd2Fund use are not party to, and shall not be held responsible for any transaction, agreement and/or dispute between Supporters and Campaign Creators in connection with the delivery of Rewards.

6.6   The Campaign Creator will use reasonable endeavours to deliver all Rewards within the period set out in the Campaign Description.

6.7   The Campaign Creator shall keep Crowd2Fund and the Supporters updated on any delays in delivery of the Rewards.

7. CROWD2FUND FEES

7.1   Crowd2Fund shall be permitted to deduct from the aggregate Support Contributions remitted to the Campaign Creator in accordance with paragraph 3 above, the Crowd2Fund Fees.

7.2   Crowd2Fund shall be permitted to deduct any VAT and/or other applicable sales taxes chargeable in respect of the Crowd2Fund Fees.

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Engagement Terms

When signing up to list on the Platform, you are agreeing to the engagement terms detailed below. These terms are binding on you from the date of submitting your campaign to the crowd2fund team on our platform.

1. LEGAL TERMS

1.1   The following terms are intended to be legally binding on you and Crowd2Fund.

2. CONFIDENTIALITY

2.1   Each of you and Crowd2Fund undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by the below.

• 2.2   Each of you and Crowd2Fund may disclose the other party's confidential information:
  • to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement and the legal documentation referred to above. Each of you and Crowd2Fund shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 1; and
  • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

2.3   Neither you nor Crowd2Fund shall use the other party's confidential information for any purpose other than to perform its obligations under this agreement.

3. EXCLUSIVITY

3.1   In consideration for the time, expense and effort being undertaken by Crowd2Fund in investigating your business and reviewing its suitability for listing on the Platform, you undertake during the period from the date when you have submitted your campaign to the date falling 3 months after (the “Exclusivity Period”) you undertake not to list, or submit your business for listing on any other crowdfunding platform during the Exclusivity Period.

3.2   You acknowledge and agree that Crowd2Fund will spend considerable time and money in respect of preparing your business for listing on the Platform. You agree with Crowd2Fund that the approximate cost to Crowd2Fund of this work on arms length commercial terms is £2000 and that this amount represents a reasonable estimate of the cost of performing the work incurred and to be incurred by Crowd2Fund. You agree that Crowd2Fund may in its sole and absolute discretion require payment from you of an amount equal to its costs in preparing your business for listing not to exceed £2000 by way of liquidated damages in the event that you breach the exclusivity described above and fail to complete a campaign on the Platform.

4. ACCURACY OF INFORMATION

4.1   You represent and warrant to Crowd2Fund that you have provided and undertake to provide accurate information at all times to Crowd2Fund and that you have declared all previous investment which has occurred prior to the campaign being listed on the Platform.

4.2   You undertake to provide all information requested by Crowd2Fund in a timely and complete manner.

5. NO GUARANTEE OF SUCCESSFUL LISTING

5.1   You acknowledge and agree that Crowd2Fund must perform certain verifications and checks in order to comply with its regulatory obligations. In very rare circumstances, Crowd2Fund may not be able to proceed with a listing. You agree that Crowd2Fund shall not be liable to you for any loss, damage or costs incurred by you in respect of preparing for any listing on the Platform and/or any loss of profit or any other losses suffered by you by reason of the failure to list your campaign.

6. GOVERNING LAW

6.1   This 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.

6.2   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 agreement or its subject matter or formation (including non-contractual disputes or claims).

7. FEES

7.1   Our fees for listing on the platform are dependent on the amount of total funding raised, and are detailed above under specific product terms.

7.2   These fees apply only if the campaign successfully reaches its target amount, and all fees are deducted from funds at the time of drawing.

8. BREAK FEES

8.1   In the event that you decide not to proceed and list your campaign on the Platform after the date of this letter (in circumstances where you are not in breach of the Exclusivity provision detailed above), we will charge you a break fee of £2,000. [For the avoidance of doubt, payment of the break fee does not terminate the exclusivity detailed above which shall survive termination of this letter.]

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Application terms

1. INTRODUCTION

1.1   Welcome to Crowd2Fund, which is operated and owned by Crowd2Fund, a limited company incorporated in England with registered number 08472687 and registered address at Westbourne Studio, 242 Acklam Road, London W10 5JJ (“Crowd2Fund“, “we“ and “us“). We may make our services available through a number of channels. Currently our services are available through the website at www.crowd2fund.com (the “Website“) and our application available for smart phones and tablet devices (the “Application“).

• 1.2   Crowd2Fund provides a range of services (the “Services“) including without limitation facilitating:
  • (a) “Equity” whereby a Campaign Creator can communicate an offer via the Application to issue shares in an incorporated entity in exchange for an investment by one or more investors (each an “Investor”) at a pre-agreed valuation set out in the Campaign Description;
  • (b) “Debt” whereby a Campaign Creator can communicate its desire to borrow from one or more lenders (each a “Lender”) on the terms set out in the Campaign Description and Lenders can communicate and offer to lend certain amounts;
  • (c) “Rewards” whereby a Campaign Creator can offer certain unique non-monetary rewards in return for Supporting Contributions to one or more supporters (each a “Supporter”); and
  • (d) “Revenue Loan” whereby a Campaign Creator can offer a percentage of their revenue for a prescribed period in return for Investment Amounts plus a premium.

2. CROWD2FUND’S TERMS OF BUSINESS

2.1   These Terms and Conditions (the “App Terms”) set out the terms and conditions on which each User of the Application accesses and uses the Application and the Services provided through the Application. These App Terms also govern the terms and conditions on which you use the Services and access the Application.

• 2.2   In addition to these App Terms, Crowd2Fund publishes the following additional documents which govern various aspects of our Services:
  • (a) Website Terms and Conditions;
  • (b) Privacy Policy which sets out how we collect, store and process personal data provided by our Users;
  • (c) Equity Terms which set out the terms on which we provide our Equity Services and how Users can use such Services;
  • (d) Debt Terms which set out the terms on which we provide our Debt Services and how Users can use such Services (which also include the Loan Conditions and Debenture);
  • (e) Rewards Terms which set out the terms on which we provide our Rewards Services and how Users can use such Services; and
  • (f) Revenue Loan Terms which set out the terms on which we provide our Revenue Loan Services and how Users can use such Services.

2.3   Any capitalised term not defined herein shall have the meaning given in one or more of the documents in paragraph 2.2. Each of the documents set out in paragraph 2.2 above in conjunction with these App Terms constitute the entire agreement between Crowd2Fund and each User (together the “User Terms”).

2.4   Any use of the Application and/or the Services shall be governed by the User Terms, the Privacy Policy and any of the additional documents detailed in paragraph 2.2 which apply to such usage.

2.5   Please review the User Terms carefully and make sure that you understand them before using the Application. If you do not agree to these Terms, you must cease use of the Application immediately.

2.6   By using the Application, you agree to be bound by the User Terms. You also agree to the Privacy Policy and agree to Crowd2Fund’s use of cookies set out therein.

2.7   Crowd2Fund may update the User Terms from time to time so please review the relevant pages regularly. Should you object to any term or condition, guideline, or subsequent changes made to the Application then you must immediately cease use of the Application.

3. DEFINITIONS

• 3.1   Capitalised terms used in these Terms shall have the following meanings:
  • Business Wallet: means the Wallet belonging to the Campaign Creator.
  • Campaign: the process by which a Campaign Creator lists a crowdfunding campaign on the Application for the purpose of receiving:
    • (a) Support Contributions in exchange for providing Rewards, or
    • (b) Investment Amounts in exchange for the issue of Shares and/or the grant of the loan (as applicable) on the condition that the Target Amount is reached.
  • Campaign Closing Date: the date set by Crowd2Fund by which the Campaign must reach its Target Amount. Crowd2Fund may extend this date in its sole and absolute discretion.
  • Campaign Creator: the business, whether an incorporated or unincorporated entity, seeking to raise funds via the Application. For the avoidance of doubt, any Campaign Creator operating an Equity Campaign must be a limited company incorporated and registered in England, Wales or Scotland.
  • Campaign Description: the information submitted by the Campaign Creator detailing his Campaign and the terms of the Campaign and subsequently approved by Crowd2Fund for listing on the Application.
  • Certified: means a High Net Worth Individual who has signed the statement in Part 1 of Schedule 5 of the FPO 2005. Commencement Date: the date from which an Investor, Lender or Supporter (as applicable) can make a pledge in respect of a Campaign.
  • Crowd2Fund Escrow Wallet: the segregated wallet which holds pledged Investment Amounts on behalf of Users until the Campaign Closing Date.
  • Crowd2Fund Fees: the fees payable to Crowd2Fund as detailed in the User Terms and/or on the Fees page of the Website as updated from time to time. FCA: means the Financial Conduct Authority.
  • FPO 2005: means Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
  • High Net Worth Individual: has the meaning given to it under Article 48 of the FPO 2005 and PERG 8.14.22 of the FCA Handbook.
  • Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in 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 (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
  • Investment Amount: amounts equal to, and in excess of, the Minimum Contribution pledged by an Investor to a Campaign.
  • Investor: a registered user of the Application who pledges an Investment Amount in respect of a Campaign.
  • FinBlocks: means the programming interface that tracks the flow of money into and out of the Crowd2Fund segregated client account and monitors transactions to apportion the correct funds to the correct user wallet provided by FinBlocks Limited, a private limited company with a registered office at 28 Ely Place, 3rd Floor, London, United Kingdom, EC1N 6TD and company number 11269670.
  • Minimum Contribution: the minimum amount that an Investor can invest, a Lender lend, or a Supporter pledge (as applicable) in respect of a Campaign.
  • Retail Client: has the meaning given in COBS 3.4.1R of the FCA Handbook.
  • Sophisticated Investor: has the meaning given to it under Article 50A of the FPO 2005 and PERG 8.14.27 of the FCA Handbook. Target Amount: the minimum aggregate amount of Support Contributions or Investment Amounts (as applicable) required to be pledged in order for the Support Contributions or Investment Amounts (as applicable) to be released to the Campaign Creator. This amount will be detailed in the Campaign Description. User: any person or company (whether incorporated or unincorporated) who uses the Application and/or its Services.
  • Wallet: means an Investor’s or Lender’s individual virtual wallet on the Application from which an Investor can add, transfer or withdraw money. The money held in these virtual wallets is physically held by Crowd2Fund.

3.2   A reference to “he”, “him” or “his” shall as applicable include or be treated as a reference to “she”, “her” or “hers”.  

4. CREATING AN ACCOUNT

• 4.1   In order to:
  • (a) make use of the Equity, Debt, Rewards and/or Revenue Share Services; and/or
  • (b) interact with other Users, you will need to register an Account and become a User (an “Account”).

• 4.2   To be eligible to create an Account, you must:
  • (a) be 18 years of age or older;
  • (b) be a resident of the United Kingdom;
  • (c) have a UK bank account; and
  • (d) provide information to Crowd2Fund as detailed below.

4.3   You can create an Account by entering your name, email address and further information as detailed in the Privacy Policy. Alternatively, you can login to the Application and create an Account through a profile held in your name with a social networking website (an “External Profile”). In the event that you seek to login through an External Profile, Crowd2Fund will use certain information about you contained on such External Profile to populate forms on the Application.

• 4.4   Before finalising the creation of an Account, you must explicitly accept:
  • (a) the User Terms;

4.5   An electronic identity check will be conducted as part of the verification process when you apply to create an Account. This check may leave what is known as a “soft footprint” on your credit file that will only be visible to you and will not affect your credit rating. You hereby consent to Crowd2Fund (or one of its service providers) carrying out an electronic identity check.

4.6   You will be sent a confirmation email that will contain a link for you to confirm your registration and select a password for your Account. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party. If you lose or have your password stolen, you must contact Crowd2Fund either by phone or email. Crowd2Fund will re-issue a password in accordance with their security procedures as updated from time to time.

4.7   Each time you seek to access User-only services on the Application, you will be required to login to your Account. If you use certain Services, you will also be required to complete additional self-certification.

4.8   Crowd2Fund may reject any registration, close any Account and withdraw User access to the Application for any reason, immediately and without notice, at its sole and absolute discretion, including if you provide false or incorrect User Account information, establish multiple accounts or do not notify Crowd2Fund of changes to your User profile information immediately.

• 4.9   Where you have created an Account and decide to use any of the Services, you may be required to provide, to the satisfaction of Crowd2Fund, a copy of one or more of the following:
  • (a) passport;
  • (b) proof of address;
  • (c) articles of association;
  • (d) register/memorandum of association/incorporation;
  • (e) registered address and the legal system governing the company;
  • (f) a declaration form of all shareholders that own more than 10% of the company (signed by all said shareholders) and proof of identification of these shareholders; and/or
  • (g) proof of identification for the director or person authorised to create the Account.

5. YOUR ACCOUNT

5.1   You represent and warrant that all information provided by you when you register an Account is true, complete, current and correct in all material respects.

5.2   You undertake to notify us in the event that any information changes by updating your Account information via your user dashboard.

5.3   You are advised to log out of your Account each time you end a session if you have logged in from a public machine.

6. WALLET

6.1  In order to make a payment into the account via debt card, a User will be led directly to JudoPay to enter his debit card details or bank account details to facilitate payment of the amount of the relevant amount in accordance with the provisions of this paragraph.

6.2  By providing his debit card details to JudoPay, the User irrevocably authorises JudoPay (as applicable) to demand, take and authorise payment of the Support Contribution or Investment Amounts.

6.3  In the event that JudoPay is unable to take payment of the relevant amount due to there being insufficient funds in the bank account connected with the debit or on the credit card or the bank account provided to JudoPay or for any other reason, JudoPay shall be permitted to make two further attempts to take such payment.

6.4  Funds held in an shall not accrue interest.

6.5  Funds held by Crowd2Fund on your behalf are held in a segregated client account separate from any funds belonging to Crowd2Fund. Crowd2Fund complies with the client money rules of the FCA and all other applicable UK requirements relating to client money.

6.6  To withdraw funds from an account or Business account, a user must request a withdrawal, after passing ID checks and providing a bank account. The withdrawal request is submitted for our team to review. The withdrawal will be processed after validation with a security code.

6.7  A charge on the transfer of funds to an account or business account from a debit card shall be borne by the respective User. The User shall be informed of this cost prior to making such transfer if any.

6.8  Any taxation on any transaction performed through the Platform is the responsibility of the relevant user. Crowd2Fund suggests that each user contemplating making a transaction to seeks independent professional advice prior to effecting any transaction. In particular, the availability of any tax relief is not guaranteed and may be subject to matters outside of the control of the user.

6.9  If a User believes an unauthorised transaction has occurred, he must notify Crowd2Fund as soon as possible or in any case, no later than 13 months from the date of the transaction. Users who do not notify Crowd2Fund within this timeframe shall automatically waive any right that they have had in relation to the disputed transaction.

• 6.10 After each transaction between an account and the Crowd2Fund client funds bank account, Crowd2Fund shall provide the following information to the User who initiated the transaction:
  • (a) The amount of the transaction and the purpose of the transaction; and
  • (b) The date of receipt of the corresponding order and/or the date that the corresponding amount of money has been transferred.

7. PLEDGING PROCESS

7.1   When a User who creates an Account is an Investor, Lender or Supporter (as the case maybe) and would like to invest in a Campaign, he must transfer at least the requisite Investment Amount into his Wallet in accordance with clause 6.

7.2   When the User makes a pledge, the Investment Amounts shall be transferred to Crowd2Fund Escrow Wallet. The Investment Amounts will remain in the Crowd2Fund Escrow Wallet until the Campaign Closing Date

7.3   When the User makes a pledge, the Investment Amounts shall be transferred to Crowd2Fund Escrow Wallet. The Investment Amounts will remain in the Crowd2Fund Escrow Wallet until the Campaign Closing Date

7.4   If a Campaign has not reached its Target Amount before the Campaign Closing Date, the Investment Amount shall be transferred from the Crowd2Fund Escrow Wallet to the Business wallet, as the Business may still borrow the amount raised, even if it is not the total amount.

7.5   If you make a pledge to a Campaign that reaches the Target Amount, you irrevocably authorise Crowd2Fund to act as your agent to enter into any agreement on your behalf relating to the Campaign in which you have made a pledge.

7.6   You agree that Crowd2Fund shall be permitted to sign in any capacity including, but not limited to, as agent, any document or do any thing required to effect any matter set out in these App Terms, the User Terms or any other terms applicable to your transaction using the Crowd2Fund platform. This authority shall include without limitation signing any waivers in respect of pre-emption rights, shareholders’ agreements, loan agreements and other documentation with any Campaign Creator.

8. CROWD2FUND CONTENT

8.1   All content contained on the Application or in any communication, or post on any social media platform other than User Content (together “Crowd2Fund Content”) belongs to Crowd2Fund or has been licensed to Crowd2Fund by third parties.

• 8.2   Crowd2Fund grants you a limited, terminable, non-transferable, revocable licence to use, display and save Crowd2Fund Content solely in accordance with the following:
  • (a) other than in respect of a Campaign Creator, for personal non-commercial use;
  • (b) for the purposes of using the Services as contemplated by the User Terms; and
  • (c) by:
    • downloading such Crowd2Fund Content to one mobile device; and/or
    • printing one copy of such Crowd2Fund Content; and/or
    • viewing any video or image on one mobile device, in each case on condition that the format and display of any Crowd2Fund Content is not altered and any copyright notice and disclaimer or risk warning notice contained on the version of such Crowd2Fund Content found on the Application remains clear and visible.

9. INFRINGEMENT

• 9.1   By using the Application you acknowledge and agree that Crowd2Fund may preserve or disclose User Content, as well as your information, if required to do so by law or in the good faith belief that such preservation or disclosure is necessary to:
  • (a) identify copyrighted work or other Intellectual Property Rights that you (or any other person) claim has been infringed;
  • (b) identify any User Content that you claim (or any person) claims is infringing, with enough detail so that we may locate it on the Application;
  • (c) confirm a statement by you (or any other person) that User Content displayed is not authorised by the copyright owner, its agent, or the law; and
  • (d) confirm a statement by you (or any other person) declaring (a) the above information is accurate, and (b) that you are (or any other person is) the owner of the copyright interest involved or that is authorised to act on behalf of that owner.

9.2   You may not infringe or try to infringe the privacy or rights of other Application Users. This includes storing or trying to store personal data of other Application Users.

10. INTELLECTUAL PROPERTY

10.1   Crowd2Fund and/or its licensor(s) are the sole owners of the Application, which includes any software, domains, design, text, graphics and all software and source code connected with the Application other than User Content. Crowd2Fund grants you a limited licence to use the Application solely as set out in the User Terms.

10.2   The Application is protected by UK and International copyright, trademark, patent and other intellectual property laws.

10.3   Without limitation, this means that you may not sell, export, license, modify, copy, distribute or transmit the Application (or any part of it) or any material provided through the Application without Crowd2Fund’s prior express written consent.

10.4   Crowd2Fund grants you a limited licence to use the Application and the Services solely as set out in the User Terms. Any unauthorised use of the Application will result in the automatic termination of the limited license granted by us. Crowd2Fund reserves the right to terminate the limited license without notice at any time following an unauthorized use by you of the Application.

10.5   Crowd2Fund and its graphics, logos, icons and service names related to the Application are registered and unregistered trademarks or trade dress of Crowd2Fund. They may not be used without Crowd2Fund’s prior express written permission.

10.6   All other trademarks not owned by Crowd2Fund that appear in connection with the Application are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by Crowd2Fund.

10.7   Crowd2Fund keeps a backup of User Content and data to the extent required by applicable law and regulation. Any User who wishes to be provided with any of their User Content or data backed up by Crowd2Fund should review the Privacy Policy for more details on how to do it.

10.8   If you delete your profile, you will not be able to automatically download the User Content or data that you have uploaded.

11. DISCLAIMER

11.1   Crowd2Fund provides the Application "as is" and without any warranty or condition, whether express, implied or statutory.

11.2   Crowd2Fund specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

12. NO RELIANCE

12.1   The inclusion of a Campaign on the Application does not mean that Crowd2Fund is recommending that you make an investment or lend any money to a Campaign. Further, it does not mean that Crowd2Fund believes that the Campaign will be successful or that the Campaign, any detail contained on the Application in relation to it and/or any person connected with the Campaign is legitimate, accurate or not misleading.

12.2   Any decision to get involved in any Campaign in any way is the decision of the User and the User alone. You are advised to seek independent legal and financial advice prior to getting involved in any Campaign particularly if you have any questions or do not understand the nature of any Campaign or your involvement in it.

12.3   You may not rely on any information other than that which is contained on the Application directly relating to any Campaign in making any decision to become involved in any Campaign in any manner.

12.4   Save for where Crowd2Fund have signified in these User Terms that it shall conduct due diligence on Users, all Users acknowledge and agree that they are responsible for their own due diligence if they are considering making a pledge of an Investment Amount or a Support Contribution.

12.5   Save for where Crowd2Fund have signified in these User Terms that it shall conduct due diligence on Users, all Users acknowledge and agree that they are responsible for their own due diligence if they are considering making a pledge of an Investment Amount or a Support Contribution.

13. EXCLUSIONS AND LIMITATION OF LIABILITY

13.1   Crowd2Fund does not seek to exclude liability for death or personal injury caused by any gross negligence, fraud or fraudulent misrepresentation on the part of Crowd2Fund. If any applicable authority holds any portion of this section to be unenforceable, then liability will be limited to the fullest possible extent permitted by applicable law.

• 13.2   Crowd2Fund assumes no liability or responsibility for:
  • (a) any errors or omissions in the Application;
  • (b) any fault relating to any device used to access the Application;
  • (c) any bandwidth restriction that restricts and/or prevents access to the Application;
  • (d) any failures (including without limitation the ability to access the Application), delays or interruptions in the Application;
  • (e) any losses or damages arising from the use of the Application and/or the Services;
  • (f) any conduct by users of the Application;
  • (g) any use of third party software or services including without limitation FinBlocks, JudoPay, Onfido, and GoCardless; or
  • (h) any unauthorised use of any FinBlocks account.

13.3   Crowd2Fund shall not be liable in the event that any defect or otherwise in the Application results in you losing or being unable to access (whether temporarily or permanently) any User Content.

13.4   In no event shall Crowd2Fund, its shareholders, directors, officers, employees or agents be liable (jointly or severally) to you for loss of use or any special, incidental, indirect or consequential damages arising out of or in connection with the Application or these User Terms, on any theory of liability, and whether or not advised of the possibility of damage.

13.5   You acknowledge and agree that Crowd2Fund is not responsible for the accuracy of any information published on the Application by Users and does not warrant that any information appearing on the Application is accurate, true or complete. Crowd2Fund specifically excludes liability for any loss, harm, distress or damage suffered by you or any third party as a result of inaccurate information appearing on the Application.

13.6   The Application and any User Content displayed thereon may contain facts, views, opinions, recommendations and advice. These views, opinions, recommendations and advice are not those of Crowd2Fund and are not endorsed by Crowd2Fund. Crowd2Fund shall not be liable in the event that any User Content is defamatory, misleading, incomplete or incorrect. Similarly Crowd2Fund shall not be liable in the event that any fact is incorrect or misleading.

13.7   You must not rely on any information, article or advice contained on the Application. Any article or information contained on the Application is a generic summary and must not be viewed as specific tailored legal, financial or professional advice.

13.8   Crowd2Fund reserves the right to deliver the Application and the Services in its sole and absolute discretion.

14. INDEMNITY

You agree to indemnify and hold Crowd2Fund and its related companies, and each of their respective shareholders, directors, officers, employees, agents and merchant partners harmless from and against any third-party claim or cause of action, including reasonable attorneys' fees and court costs, arising, directly or indirectly, out of your use of the Application or your violation of any law or the rights of any third party.

15. SECURITY

Whilst Crowd2Fund has implemented commercially reasonable technical and organisational measures to secure your personal information and User Content from unauthorised use, Crowd2Fund cannot guarantee that unauthorised third parties will never be able to defeat those measures. You acknowledge that you provide your personal information and User Content at your own risk.

16. ELECTRONIC COMMUNICATIONS

By downloading and/or using the Application and/or material provided through the Application, you consent to receiving electronic communications and notices from Crowd2Fund. You agree that any notice, agreement, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

17. PRIVACY

You provide us with information when you register on the Application. We also collect information both relating to you (for example on your usage history and your preferences for certain kinds of Service and Campaign) and to Users of the Application in general. Any information that you submit or that we collect when you are using the Application or Services is subject to the Crowd2Fund Privacy Policy, the terms of which are hereby incorporated into the User Terms.

18. USE OF COMMENTS OR IDEAS SUBMITTED

18.1   You agree that Crowd2Fund is free to use any comments or ideas contained in any communication you may send to Crowd2Fund without compensation, acknowledgement or payment to you for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products and services and creating, modifying or improving the Application or other products or services. For the avoidance of doubt, all such information will be deemed by Crowd2Fund to be non-confidential and non-proprietary, and you agree that such information may be used by us without any limitation whatsoever.

18.2   You agree that any information and User Content published by you on the Application may be public information and that other users of the Application will be able to view and comment on such information and User Content.

19. THIRD PARTY SOFTWARE

19.1   You acknowledge that you may need to download and activate certain third party software in order to use certain Crowd2Fund Content provided on the Application. Such third party software will be clearly notified to you.

19.2   In order to use such third party software, you will have to accept the terms of the provider of such third party software. You acknowledge that we have no responsibility or control over such third party software.

20. LINKS

20.1   You acknowledge and agree that the Application may contain links to third party Application. The inclusion of any links on the Application does not constitute a recommendation of such third party Application or a warranty that such third party Application is free of viruses and safe to use.

20.2   If you decide to visit or access any third party Application or services, you do so entirely at your risk.

20.3   Please note that any personal information you provide to a third party Application will be processed in accordance with the privacy policy of such Application. Please therefore ensure that you have read their privacy policy before disclosing any personal information.

• 20.4   You may link to the Application subject to the following:
  • (a) you do not display any page of the Application in frames or cut or otherwise alter the appearance of the Application; and
  • (b) you do not misrepresent any relationship you have with Crowd2Fund and in particular you do not claim a relationship with us or claim to be endorsed by Crowd2Fund without our prior written consent.

20.5   Crowd2Fund reserves the right to withdraw any consent to link to the Application at any time by notice.

21. COMPLAINTS

21.1   If you have any complaints about the provision of the Services, please contact us using the contact form provided on the Website.

21.3   If you have any complaint about any other User, please contact us using the contact form provided on the Website.

21.3   Depending on the type of Service you are using, you may have additional rights including rights to compensation. If you require any further information relating to this clause, please contact us by phone on 0203 7355 690 or by email at info@crowd2fund.com.

22. DISPUTES

22.1   You agree that the User Terms and any claim, dispute or controversy arising out of in connection with the User Terms or their subject matter or formation (including non-contractual disputes or claims), the Application, Crowd2Fund’s advertising or any related transaction between you and Crowd2Fund shall be governed by and construed in accordance with English law.

22.2   Any dispute or claim arising out of or in connection with such matters (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales.

23. TERMINATION

23.1   Crowd2Fund may change or discontinue the Application and/or any of the Services at any time without prior notice. Crowd2Fund reserves the right to terminate the User Terms (or any part of them) for any reason, without notice. Crowd2Fund shall be permitted in its sole and absolute discretion to terminate the User Terms in the event that you violate any of the User Terms (with prejudice to Crowd2Fund’s accumulated rights against you). In the event of any termination, you will immediately cease use of the Application.

23.2   In the event of termination, Crowd2Fund has no obligation to transfer to you or allow you to view any User Content uploaded by you to the Application.

23.3   In the event of termination, any payments due to be paid by a User to any other User of the Application and its Services shall be enforced in accordance with the relevant document in clause 2.2 that makes up these User Terms

24. GENERAL

24.1   The Application Terms and Conditions are agreed between you and Crowd2Fund. No person shall have any rights under or connection with the User Terms under the Contracts (Rights of Third Parties) Act 1999.

24.2   If any court or competent authority decides that any term of the User Terms is held to be invalid, unlawful or unenforceable to any extent, such term shall, to that extent only, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by law.

24.3   Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such section.

24.4   Crowd2Fund’s failure to enforce any provision of the User Terms shall not constitute a waiver of that or any other provision and will not relieve you from the obligation to comply with such provision.

24.5   You are not permitted to assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights under the User Terms without Crowd2Fund’s prior express written consent.

24.6   The User Terms set forth the entire understanding and agreement between you and Crowd2Fund with respect to the subject matter hereof.

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IFISA terms

1. INTRODUCTION

1.1   These terms and conditions (the “ISA Terms”) set out the Terms on which each User of the ISA Services uses such Services

1.2   Your Crowd2Fund ISA will be managed by Crowd2Fund in conjunction with FinBlocks ledger technology. Crowd2Fund has been registered with HMRC as a manager of Crowd2Fund ISAs and has been approved under the ISA Regulations as an ISA manager.

1.3   Your Crowd2Fund ISA must be registered in your sole name, and must remain in your sole beneficial ownership and must not be used as security for a loan.

• 1.4   To be eligible to apply for a Crowd2Fund ISA:
  • (a) You must be 18 years of age or older; and
  • (b) You must be a resident in the United Kingdom for tax purposes or, if not so resident, either perform duties which, by virtue of Section 28 of Income Tax (Earnings & Pensions) Act 2003 (Crown employees serving overseas), are treated as being performed in the United Kingdom, or you must be married to, or in a civil partnership with, a person who performs such duties.

1.5   You must inform Crowd2Fund if you cease to be resident in the United Kingdom for tax purposes by one of the means outlined in 1.4(b) above.

1.6   Crowd2Fund will notify you if, by reason of any failure to satisfy the provisions of the ISA Regulations, your Crowd2Fund ISA has, or will, become void. If the failure cannot be corrected or if you fail to take any action requested by us in writing within a reasonable period of time, we may close your account by written notice.

2. DEFINITIONS AND INTERPRETATION

• 2.1   These terms and conditions, except where a different interpretation is necessary in the context, the words and expressions set out below shall have the following meanings:
  • APS means an additional permitted subscription which can be made in a Crowd2Fund ISA following the death of a spouse or civil partner;
  • Borrower means the recipient of a Peer-to-Peer Loan
  • Crowd2Fund means Crowd2Fund Limited (UK company registration number 08472687) of 242 Acklam Road, London, W10 5JJ;
  • Crowd2Fund ISA means an innovative finance individual savings account under the ISA Regulations and these Terms;
  • Client Money Custodian means Crowd2Fund in conjunction with the FinBlocks ledger technology (provided by FinBlocks Limited, a private limited company with a registered office at 28 Ely Place, 3rd Floor, London, United Kingdom, EC1N 6TD and company number 11269670);
  • FinBlocks means the programming interface that tracks the flow of money into and out of the Crowd2Fund segregated client account and monitors transactions to apportion the correct funds to the correct user wallet provided by FinBlocks Limited, a private limited company with a registered office at 28 Ely Place, 3rd Floor, London, United Kingdom, EC1N 6TD and company number 11269670.
  • ISA means an individual savings account under the ISA Regulations;
  • ISA Regulations means the Individual Savings Account Regulations (1998) as amended or re-enacted from time to time;
  • Net Subscription Amount means the total Subscription amount minus any withdrawals;
  • Peer-to-Peer Loan means an arrangement between a Borrower and you, as the Lender, facilitated by Crowd2Fund;
  • Platform means the platform operated by Crowd2Fund for the purpose of facilitating Loans between Lenders and Borrowers;
  • Subscription: any cash or investments subscribed or to be subscribed to your Crowd2Fund ISA in accordance with the ISA Regulations and these Terms and, where applicable, an APS;
  • Tax Year means a year beginning on 6 April and ending on the following 5 April.

3. APPLICATIONS

3.1   Your application for a Crowd2Fund IFISA must be made electronically on the Platform, and must be made by entering your National Insurance Number and agreeing to the IFISA Declaration. The minimum subscription amount is £100.00. If this is not subscribed within the same Tax Year that you activated your Crowd2Fund IFISA you will be asked to confirm your Crowd2Fund IFISA at the beginning of the next Tax Year before you can subscribe. All applications are subject to acceptance by Crowd2Fund.

3.2   Any application covers the current Tax Year and successive Tax Years in which you make Subscriptions. If you fail to make any Subscription in any Tax Year, we will require you to complete a further application before you can resume Subscriptions in following Tax Years. We may in any event require at any time that you provide us with further information.

3.3   Crowd2Fund may require you to provide additional information to that provided in the Crowd2Fund ISA application form for the purposes of opening the Crowd2Fund ISA.

3.4   You agree to open an account with the Client Money Custodian and comply with the terms and conditions of the Client Money Custodian in so far as they are applicable to the services that the Client Money Custodian will be performing for you from time to time. You hereby irrevocably authorise us to instruct the Client Money Custodian to transfer your money to the relevant Borrower's account at the relevant time pursuant to a Peer-to-Peer Loan.

3.5   Where accepted, the Crowd2Fund ISA will be registered in your name and in the name of Crowd2Fund as the manager of your Crowd2Fund ISA. It will have a unique account number and the address of the Crowd2Fund ISA will be the address set out in your application form.

3.6   Crowd2Fund will notify you by email or letter once your Crowd2Fund ISA has been opened.

4. SUBSCRIPTIONS AND INVESTMENTS

4.1   A Crowd2Fund ISA may hold Peer-to-Peer Loans entered into on the Platform and cash only.

4.2   The maximum amount that you can subscribe or invest in a Crowd2Fund ISA in the 2020/2021 Tax Year is £20,000.

4.3   Cash will be held by the Client Money Custodian in a segregated and maintained account in accordance with the ISA Regulations. Cash balances held by the Client Money Custodian will not accrue interest.

4.4   You cannot subscribe or invest in more than one Crowd2Fund ISA in any Tax Year.

4.5   You may be entitled to an additional allowance in the form of an APS if your spouse or civil partner dies and is an ISA holder. You can apply to make an APS upon completion and return of the relevant application but this must not exceed the value (capital balance plus any accrued interest) of the spouse or civil partner’s ISA at the date of death and the application must be made within the specific time limits specified in the ISA regulations.

4.6   It is your responsibility to comply with the restrictions set out in this clause and in the ISA regulations. Any costs and charges incurred by Crowd2Fund if you do not comply with these Terms shall be reimbursed by you.

5. WITHDRAWALS

5.1   You may instruct us, in writing, to make a withdrawal of cash or any investment held within your Crowd2Fund ISA.

5.2   The withdrawal must consist of the cash initially subscribed or invested in the Crowd2Fund ISA, or the income or interest received in respect to your peer-to-peer Loans.

5.3   We shall make payment to you within 30 days of your instruction.

5.4   You have no withdrawal rights in relation to the non-cash Crowd2Fund ISA investments that you have made.

6. TRANSFERS IN

6.1   We may accept a transfer of an existing cash ISA of which the balance must be £100.

6.2   If you transfer more than one ISA from previous Tax Years we will place all previous Tax Years cash holdings in an account with the Crowd2Fund and each transfer will therefore be indistinguishable.

7. TRANSFERS OUT

7.1   If we receive instructions in writing, we will transfer your Crowd2Fund ISA to another ISA manager in accordance with the ISA Regulations and these Terms.

7.2   In the event that you instruct us to transfer your Crowd2Fund ISA, all of the current Tax Year subscriptions must be transferred. Subscriptions for previous Tax Years can be transferred in whole or part.

7.3   Your Crowd2Fund ISA cannot be transferred in whole to another ISA manager in respect of current Tax Year subscriptions where there are non-cash investments (peer-to-peer loans) held within it.

7.4   You may transfer part or the whole of previous Tax Year’s subscriptions contained in your Crowd2Fund ISA to another ISA manager but only where these are cash investments. Peer-to-Peer Loans contained in a Crowd2Fund ISA cannot be transferred in whole.

7.5   We will arrange a transfer within 30 days of receiving the written instruction to do so.

8. FLEXIBLE ISA

8.1   The Crowd2Fund ISA is a flexible ISA and as such, after a withdrawal in accordance with the clause 5 above has been made, any subsequent subscriptions made in the same Tax Year may be treated as a replacement without counting towards your subscription limit for the Tax Year.

8.2   Upon transfer of your current Tax Year Crowd2Fund ISA in accordance with clause 7 above, we shall provide the new ISA manager with the Net Subscription Amount.

8.3   If the amount withdrawn is more than the total Subscription amount, the Net Subscription Amount shall be £0.

9. CLOSING

9.1   You may close your Crowd2Fund ISA at any time by giving us written notice.

9.2   Crowd2Fund will take immediate action to close your Crowd2Fund ISA on being informed of (a) your bankruptcy (from the date of appointment of the trustee in bankruptcy) or (b) your death.

9.3   We reserve the right to close your ISA if we reasonably consider that it is necessary to do so or if it is in breach of the ISA Regulations.

9.4   In the circumstances outlined in 7.2 and 7.3 above, you may lose some or all of your tax exemption and we may be obliged to make a report to HMRC. In the event of your death, we shall take instructions from your personal representatives.

• 9.5   If your Crowd2Fund ISA is closed (for whatever reason), we will (as we reasonably consider appropriate in the circumstances):
  • (a) ensure that any remaining cash is transferred to you from the Crowd2Fund;
  • (b) take reasonable steps to assign any outstanding Peer-to-Peer Loans held in the Crowd2Fund ISA. Please note that the consideration value in respect of any assignment agreed is likely to be less than the amount you initially invested in Peer-to-Peer Loans.

9.6   Upon closure of the Crowd2Fund ISA, we may deduct any sums due to us, including any amount we reasonably consider to be due under clause 4.6 of these Terms.

9.7   You will reimburse us in respect of any amounts required to be paid in tax or otherwise if you close your Crowd2Fund ISA.

10. DELEGATION

10.1   Crowd2Fund is entitled to delegate its functions and responsibilities under these Terms but will only do so if satisfied that the person to whom Crowd2Fund delegates such functions and responsibilities is competent to carry them out.

10.2   Crowd2Fund will not be liable for the negligence or misconduct of such delegate provided always that Crowd2Fund does not exclude or restrict liability owed to you by them under the ISA Regulations.

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The SMART-INVEST plan

1. INTRODUCTION

1.1   You have the option to give Crowd2Fund the discretion to make choices on your behalf (according to specific criteria set by you), using the Crowd2Fund Smart-Invest plan. You may choose to use the Smart Invest plan in relation to all or part of your funds committed to your Crowd2Fund ISA.

1.2   The Crowd2Fund Smart-Invest plan comprises an automatic selection and management service which enables you to invest in a number of different businesses via the Platform. We will only invest your funds according to specific criteria chosen by you. You may choose to use the Smart-Invest plan in respect of all or part of your funds.

1.3   When using the Smart-Invest plan to invest, you will be required to specify the maximum total amount which you wish to invest and how long you wish to invest for.

1.4   We will categorise opportunities based on risk, interest and duration. Your money will only be lent or invested on terms which match the lending criteria specified by you.

1.5   The initial investment should be £250.00 and any portfolio additions should be a multiple of £100.00.

1.6   You can update your investment criteria in respect of any uninvested cash or new commitments at any time (for example, changing your preferred interest rate). If you wish to add funds to an existing investment, the additional funds will be subject to your original investment criteria unless you change them.

1.7   Where you add funds to an existing investment and you have specified a preferred duration, the new funds may not have the same maturity date.

1.8   Where you have chosen to invest using the Smart-Invest plan, we shall: (a) depending on your instructions, enter into agreements with Borrowers or Campaign Creator, as your agent on such terms as we see fit in accordance with your chosen lending or investment criteria; (b) make investments as your agent; (c) manage your investments on a discretionary basis including re-allocating your repayments and therefore diversifying your portfolio as we see fit in order to give you exposure to new opportunities as they arise; and (d) report to you in accordance with these Terms.

1.9   We will claim and account for all repayments, interest and other payments or entitlements received and due to you and it will be credited into your Crowd2Fund ISA.

1.10   If you have indicated in your preferred investment criteria that you would like interest repayments to be used to purchase additional receivables, then we will arrange this on your behalf. The investments will be subject to your current preferred investment criteria and the £250 minimum investment criteria.

1.11   Whilst we will endeavour to ensure that your investment commitments last over the same period, a inconsistent periods are possible and, on termination, you may receive your investment back over a period of time rather than in one lump sum.

1.12   After all outstanding transactions have been completed; we will provide you with a closing statement detailing the interest earned on your investments in the current Tax Year. Our responsibility for managing your account and your portfolios will then cease entirely.

1.13   By agreeing to the Smart-Invest plan, you grant Crowd2Fund the full authority to carry out the services described in this clause 11 and to manage your investments at our sole discretion and without prior reference to you provided that such management activities are in accordance with the provisions of the Agreement.

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Reboot Britain Convertible Loan Note

Terms and Conditions

PARTY

1. C2F SPV LIMITED a private company limited by shares incorporated and registered in England and Wales with company number 14019238 whose registered office is at 242 Acklam Road, London, England, W10 5JJ (the “Company”).

WHEREAS

A. Crowd2Fund has opened an investment round (the “Round”) by which it seeks to raise up to £10,000,000 of investment.

B. Investors in the Round will be issued with Notes pursuant to this Instrument in respect of 20% of the principal amount of their investment.

C. Notes issued pursuant to this Instrument will carry a right to receive interest in cash paid monthly at a rate of 20% per annum on the principal amount of the Notes. The Principal amount of the Notes will never be repayable in cash, but will convert into Ordinary Shares in the capital of the Company in accordance with this Instrument.

D. The Company will pay the monies received from investors pursuant to the Notes to Crowd2Fund in exchange for the issue to it by Crowd2Fund of a convertible loan note containing like-for-like terms to this Instrument (the “C2F Loan Notes”).

E. By exercising the powers conferred on them by the Articles, the Directors of the Company have, by a resolution passed on or around the date of this Instrument, created 2,000,000 £1.00 unsecured convertible notes and have agreed to constitute them in the following manner.

1. INTERPRETATION

• 1.1 The definitions and rules of interpretation in this clause apply in this Instrument.
  • "Acting in Concert" has the meaning given to it in the City Code on Takeovers and Mergers published by the Panel on Takeovers and Mergers (as amended from time to time);
  • "Adjustment Event" means any or all of the following, at any time, or by reference to any record date, while the Notes remain in issue:
    • (a) any allotment or issue of Shares by the Company by way of capitalisation of profits or reserves;
    • (b) any cancellation, purchase or redemption of Shares, or any reduction or repayment of Shares, by the Company; and
    • (c) any sub-division or consolidation of Shares by the Company;
  • “Articles” means the articles of association of the Company from time to time;
  • “Business Day” means a day (other than a Saturday, Sunday or public holiday in the United Kingdom) when banks in the City of London are generally open for business;
  • “Business Sale” means the completion of a transaction whereby any person (including a firm, company or other entity and acting either alone or in concert with others) other than where a member of the Group becomes entitled to acquire the whole, or substantially the whole (being not less than 90% in terms of value), of the Group’s undertaking, business and assets;
  • “Change of Control” means the acquisition of control of the Company (as defined in section 1124 of the Corporation Tax Act 2010) by any person or persons Acting in Concert with them;
  • “Conditions” the conditions attaching to the Notes, as set out in Schedule 2 (as amended from time to time in accordance with this Instrument);
  • “Control” in relation to a body corporate, the power of a person (legal or natural) to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person:
    • (a) by means of holding of shares, or the possession of voting power, in or in relation to that or any other body corporate;
    • (b) as a result of any powers conferred by the articles of association of any other document regulating that or any other body corporate;
  • “Conversion Date” means in the case of a conversion under:
    • (a) paragraph 1.1(a) of Part 2 of Schedule 2, simultaneously with the completion of the Relevant Fund Raising; or
    • (b) paragraph 1.1(b) of Part 2 of Schedule 2, immediately on a Sale Event occurring; or
    • (c) paragraph 1.1(c) of Part 2 of Schedule 2, immediately on a Qualified Financing occurring; or
    • (d) paragraph 1.1(d) of Part 2 of Schedule 2, immediately on the Maturity Date;
  • “Conversion Event” means all or any of the events listed in paragraph 1.1 of Part 2 of Schedule 2;
  • “Conversion Notice” means a notice in writing by the Noteholder Majority to the Company to convert all of the outstanding Notes;
  • “Conversion Price” means a price per Ordinary Share being a 20% discount to the price per Share paid by the investors on the Fund Raising;
  • "Crowd2Fund" means Crowd2Fund Limited, a private company limited by shares incorporated and registered in England and Wales with company number 08472687 whose registered office is at 242 Acklam Road, London, England, W10 5JJ;
  • “Directors” means the board of directors of the Company for the time being;
  • “Effective Date” means the date(s) in which the Principal was paid to the Company by the Noteholder;
  • “Fund Raising” means either a Qualified Fund Raising or a Relevant Fund Raising in Crowd2Fund;
  • “Group” the Company, its subsidiaries or holding companies from time to time and any subsidiary of any holding company from time to time;
  • “Interest Rate” has the meaning given in Schedule 2, Part 1, paragraph 1.1;
  • “Maturity Date” means the date 36 months from the Effective Date of each of the Notes;
  • “Nominee Company” means C2F Nominees Limited, a limited company with registered number 11134081 and registered address at 1-3 Worship Street, 2nd Floor C/O Buckworths, London, England, EC2A 2AB which is a non-trading company that holds the legal title to Shares for and on behalf of investors and other shareholders in the Company;
  • “Noteholder Majority” means the holders of more than 50% of the nominal amount of the Notes outstanding.
  • “Notes” means up to £2,000,000 unsecured convertible notes 2022 constituted by this Instrument or, as the case may be, the Principal of such notes for the time being issued and outstanding;
  • “Noteholder” means a person for the time being entered in the Register as holder of any Notes;
  • “Note Transfer” has the meaning as given in clause 10.1;
  • “Ordinary Shares” means the Ordinary Shares with a nominal value of £1.00 each in the capital of the Company;
  • “Platform” means the secondary market for the transfer of loans and Notes accessed via https://www.crowd2fund.com;
  • “Principal” means the nominal value of each Note (being the sum of £1.00) paid by a Noteholder on or before the Effective Date in respect of the relevant Notes;
  • “Qualified Financing” means an equity funding round of Crowd2Fund raising less than £10,000,000 prior to the Maturity Date by a fresh issue of Shares to any person(s) (excluding any Notes to be converted into Shares);
  • “Register” means a register of Noteholders referred to in, and kept and maintained in accordance with, clause 9;
  • “Registered Office” means the registered office of the Company or the Company’s computer systems (including any cloud systems) wherever located from time to time;
  • “Relevant Fund Raising” means an equity funding round of Crowd2Fund raising £10,000,000 or more prior to the Maturity Date by a fresh issue of Shares to any person(s) (excluding any Notes to be converted into Shares);
  • “Sale Event” means a Change of Control, Share Sale or Business Sale in Crowd2Fund;
  • “Shares” means shares of any class in the capital of the Company;
  • “Share Sale” means either:
    • (a) a general offer to acquire the issued share capital of Crowd2Fund which is made on a condition such that if it is satisfied, the person making the offer will have Control of Crowd2Fund; or
    • (b) a share sale and purchase agreement being negotiated with the shareholders of Crowd2Fund, Crowd2Fund shall come under the Control of a person who is not, or persons Acting in Concert none of whom is, then connected with any of the principle shareholders; and
  • “Subscriber Share” means the 1 Ordinary Share held by Christopher Hancock as the sole subscriber in the Company on its incorporation.

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this Instrument.

1.3 References to clauses and Schedules are to the clauses of and Schedules to this Instrument and references to paragraphs are to paragraphs of the relevant Schedule.

1.4 The Schedules (including, for the avoidance of doubt, the Conditions) form part of this Instrument and shall have effect as if set out in full in the body of this Instrument. Any reference to this Instrument includes the Schedules.

1.5 A references to this Instrument, the Conditions or to any other agreement or document referred to in this Instrument or the Conditions is a reference to this Instrument (which shall include the Conditions), the Conditions or such other agreement or document as varied or novated in accordance with their terms from time to time.

1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assignees.

1.9 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.10 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in sections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of:

• (a) another person (or its nominee) by way of security or in connection with the taking of security; or
• (b) its nominee.

1.11 A reference to writing or written includes e-mail.

1.12 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.

1.13 Where the context permits, other and otherwise are illustrative and shall not limit the sense of the words preceding them.

1.14 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.15 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.16 Any obligation on a person not to do something includes an obligation not to allow that thing to be done.

1.17 A reference in this Instrument to:

• (a) any Notes being outstanding means such Notes as are in issue, not converted and not cancelled at the relevant time;
• (b) the assets of any person shall be construed as a reference to all or any part of its business, undertaking, property, assets, revenues (including any right to receive revenues) and uncalled capital;
• (c) indebtedness shall be construed as a reference to any obligation for the payment or payment of money, whether as surety and whether present or future, actual or contingent;
• (d) £ or sterling denotes the lawful currency of the United Kingdom; and
• (e) tax shall be construed so as to include any present and future tax, levy, impost, deduction, withholding, duty or other charge of a similar nature (including, without limitation, any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

1.18 Unless the context otherwise requires, a reference to the Notes includes a reference to all and/or any of the Notes.

2. AMOUNT AND DESCRIPTION OF NOTES

2.1 The aggregate principal amount of the Notes is limited to £2,000,000.

2.2 The Notes shall be known as “unsecured convertible notes 2021” and shall be issued by the Company in integral multiples of £1.00.

3. STATUS OF NOTES

3.1 The Notes when issued and outstanding shall rank pari passu, equally and rateably, without discrimination or preference among themselves and as unsecured obligations of the Company.

3.2 The Notes shall be issued and held subject to and with the benefit of the provisions of this Instrument (including the Conditions). All such provisions shall be binding on the Company and the Noteholders and all persons claiming through or under them respectively and shall enure for the benefit of all Noteholders.

4. UNDERTAKING

The Company undertakes to each Noteholder:

• (a) that for as long as the Notes constituted hereunder remain outstanding, no further shares in addition to the Subscriber Share shall be issued; and
• (b) that for so long as any Noteholders hold Shares in the Company, no additional Shares shall be issued to any person other than a Noteholder.

5. USE OF PROCEEDS

The proceeds of all subscriptions for the Notes shall be used by the Company to purchase the C2F Loan Notes to provide Crowd2Fund with growth funding to expand its investment capability and deliver new products and functionality on its Platform.

6. REPAYMENT OF NOTES

The principal amount of the Notes cannot be repaid in cash under any circumstances. For the avoidance of doubt, only interest in accordance with clause 5 shall be paid in cash by the Company to the Noteholders.

7. INTEREST

Until the Notes convert into Shares in accordance with the provisions of this Instrument, interest shall accrue and be paid on the principal amount of the Notes outstanding at the rate and in the manner provided in Part 1 of Schedule 2.

8. CERTIFICATES

8.1 By pledging a loan amount to the Round operated by the Company and/or opting for repayments of loans entered into on the Platform to be allocated to the Round, a Noteholder irrevocably authorises the Company to treat such pledged sums as Principal under this Instrument and to issue Notes to the Noteholder with an aggregate nominal value equal to the Principal.

8.2 Notes shall be issued once per annum in respect of the total amount of Principal pledged during the preceding period.

8.3 Each Noteholder shall be entitled to receive, without charge, one Certificate for the Notes registered in his (or their) names. Where Notes are issued to any Noteholder on a continual basis, the Company shall be required to provide a Certificate no more frequently than once per annum.

8.4 Notes may not be held jointly.

8.5 Each Certificate shall:

• (a) bear a denoting number;
• (b) be issued and executed by the Company as a deed in the form (or substantially in the form) set out in Schedule 1; and
• (c) have the Conditions endorsed on or attached to it.

8.6 In the case of transfer of part only of a Noteholder's Notes, the Certificate(s) in respect of such Notes shall be either:

• (a) endorsed with a memorandum of the nominal amount of the Notes or transferred and the date of such transfer; or
• (b) cancelled and (without charge) replaced by a new Certificate for the balance of the principal amount of the Notes not then repaid or transferred.

9. THE REGISTER

9.1 The Company shall keep and maintain the Register at the Registered Office or at such other place as the Company may from time to time appoint for this purpose and notify to the Noteholders.

9.2 There shall be entered in the Register:

• (a) the names and addresses of the Noteholders for the time being;
• (b) the principal amount of the Notes held by each Noteholder;
• (c) the date of issue of each of the Notes and the date on which the name of each Noteholder is entered in the Register in respect of the Notes registered in his name;
• (d) the serial number of each Certificate issued and the date of its issue; and
• (e) the date(s) of all transfers and changes of ownership of any of the Notes.

9.3 The Company shall promptly amend the Register to record any change to the name or address of a Noteholder that is notified in writing to the Company by that Noteholder or via the Platform.

9.4 Every Noteholder shall be recognised by the Company as entitled to his Notes free from any equity, set-off or cross-claim against the original or an intermediate holder of such Notes.

10. TRANSFERABILITY OF THE NOTES

10.1 Each Noteholder may (subject to there being requisite buyer demand on the Platform) transfer some or all of the Notes that it holds via the Platform (a “Note Transfer”). Each Note Transfer shall be subject to the terms of the Platform as in force from time to time.

10.2 The Company makes no representation and gives no warranty that the Platform will be operable at any time and/or that there will be sufficient demand to purchase Notes to enable the Noteholder to transfer his/her Notes on the Platform.

11. NOTES NOT TO BE QUOTED

No application has been, or shall be, made to any investment exchange (whether in the United Kingdom or otherwise) for permission to deal in, or for an official or other listing or quotation, in respect of the Notes.

12. SET-OFF

Payments of interest in respect of the Notes shall be paid by the Company to the Noteholders in accordance with the Conditions without any deduction or withholding (whether in respect of any set-off, counterclaim or otherwise whatsoever) unless the deduction or withholding is required by law.

13. MEETINGS OF NOTEHOLDERS

Meetings of the Noteholders shall be convened and held in accordance with the provisions of Schedule 3.

14. VARIATION

14.1 All or any of the rights for the time being attached to the Notes or other provisions of this Instrument may from time to time (whether or not the Company is being wound up) be altered or abrogated by the Company only with the prior written consent of a Noteholder Majority. Any such alteration or abrogation shall be effected by way of deed poll executed by the Company and expressed to be supplemental to this Instrument.

14.2 Modifications to this Instrument which are of a minor nature or made to correct a manifest error may be effected by way of deed poll executed by the Company and expressed to be supplemental to this Instrument.

14.3 The Company shall, within 10 Business Days of making any variation pursuant to this clause 14, send to each Noteholder a copy of the deed poll (or other document) effecting the variation.

14.4 Any modification, alteration or abrogation made pursuant to clause 14.1 or clause 14.2 shall be binding on all the Noteholders.

15. ENFORCEMENT AND THIRD PARTY RIGHTS

15.1 From and after the date of this Instrument, and for so long as any Notes are outstanding or any amount is payable by the Company in respect of the Notes, the Company undertakes to duly perform and observe its obligations under this Instrument.

12.2 Except as expressly provided in clause 12.3, a person who is not a party to this Instrument shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Instrument.

15.2 Except as expressly provided in clause 15.3, a person who is not a party to this Instrument shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Instrument.

15.3 This Instrument shall operate for the benefit of all Noteholders and each Noteholder shall be entitled to sue for the performance or observance of the provisions of this Instrument in his own right so far as his own holding of Notes is concerned.

16. NOTICES

Any notice to be given to or by any Noteholder(s) for the purposes of this Instrument shall be given in accordance with the provisions of paragraph 7 and paragraph 8 of Part 3 of Schedule 2.

17. GOVERNING LAW AND JURISDICTION

17.1 This Instrument and the Notes and any dispute or claim arising out of or in connection with any of them or their 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.

17.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Instrument or the Notes or their subject matter or formation (including non-contractual disputes or claims).

Schedule 2 The Conditions

Part 1. Interest, repayment and redemption

1. INTEREST

1.1 Interest shall be payable by the Company in cash to the Noteholders on a monthly basis on the Principal outstanding of the Notes (so far as not converted under Part 2 of Schedule 2) at a simple interest rate of 20% per annum (the “Interest Rate”).

1.2 Interest shall accrue daily at the Interest Rate and shall be calculated on the basis of a 365-day year.

1.3 If the Company fails to pay any interest when due, interest shall continue to accrue on the unpaid amount at the Interest Rate.

1.4 Notwithstanding the provisions relating to conversion in Part 2 of this Schedule 2, interest may not be convertible into Shares and must be paid in full to the Noteholder in cash. in accordance with this Part 1 of Schedule 2.

2. REPAYMENT OF PRINCIPAL

The Notes (or any part of them) are not to be redeemed or the Principal repaid under any circumstances.

3. TIME OF PAYMENT

Whenever any payment of interest becomes due on a day which is not a Business Day, payment shall be made on the next following Business Day.

4. RIGHT TO WITHHOLD

The Company may deduct from any Principal amount or interest payable in accordance with the Conditions any tax or other amounts which the Company may be required by law to deduct.

Part 2. Conversion

1. CONVERSION

1.1 Subject to paragraph 1.2 of this Part 2 of Schedule 2, all outstanding Notes shall automatically convert into fully paid Shares of the class set out below at the Conversion Price on the earlier of the following events occurring in relation to Crowd2Fund:

• (a) on the next Relevant Fund Raising;
• (b) on a Sale Event, only in the event that the Noteholders will receive more than the Principal plus the total interest which would have accrued on the Maturity Date;
• (c) at the election of a Noteholder Majority on a Qualified Fund Raising; or
• (d) on the Maturity Date.

1.2 The Noteholder Majority shall have the right to serve a Conversion Notice on the Company (not less than 20 Business Days prior to the date of the proposed Fund Raising as notified by the Company to the Noteholder pursuant to paragraph 1.3) to convert all of the Notes outstanding into fully paid Ordinary Shares at the Conversion Price on the Conversion Date.

1.3 If and when a Conversion Event is proposed, the Company shall give Noteholders not less than 30 Business Days' prior written notice of the proposed Conversion Event specifying (to the best of its knowledge) the terms and prospective date of the Conversion Event.

1.4 If the Company has given notice to Noteholders of a proposed Conversion Event (as required by paragraph 1.3), and it becomes apparent to the Company that the Conversion Event is not after all to take effect, the Company shall give notice to the Noteholders to that effect.

1.5 The service of a Conversion Notice shall be irrevocable and subject only to the Conversion Event taking place. If the Conversion Event does not take place within 45 Business Days of the date of the Conversion Notice, then the Conversion Notice shall automatically be deemed to have been revoked and the Company shall give Noteholders further written notice of any subsequent proposed Conversion Event to which the provisions of paragraph 1 of this Part 2 of Schedule 2 shall then apply.

2. PROCEDURES ON CONVERSION

2.1 On the Conversion Date, the Directors shall convert the principal amount of the Notes into such number of new fully paid Ordinary Shares at such price as set out in paragraph 1 of this Part 2 of Schedule 2 (as applicable), subject to any adjustment as set out in paragraph 2.7 and in accordance with the following provisions of paragraph 2.2 to paragraph 2.6 (inclusive).

2.2 Conversion of the Notes shall be effected by the Company redeeming the relevant Notes on the Conversion Date. Each Noteholder whose Notes are being converted shall be deemed to irrevocably authorise and instruct the Company to apply the Principal payable to that Noteholder in subscribing for Shares on conversion of the Notes.

2.3 Shares arising on conversion of the Notes shall be issued and allotted by the Company on the Conversion Date to the Nominee Company which shall hold the legal title to the Shares as nominee for and on behalf of the Noteholders. A share certificate shall be issued to the Nominee Company evidencing its holding of the Shares, and a beneficial owner certificate shall be issued to each Noteholder evidencing its entitlement to the beneficial interest of such Shares. Each Share arising on conversion shall be issued and allotted at such premium to reflect the difference between the nominal amount of the Share and the principal amount of Notes converted into one Share on the Conversion Date.

2.4 The Shares arising on conversion of the Notes shall be credited as fully paid and rank pari passu with Shares of the same class in issue on the Conversion Date and shall carry the right to receive all dividends and other distributions declared after the Conversion Date.

2.5 The entitlement of each Noteholder to a fraction of a Share shall be rounded down to the nearest whole number of Shares which result from the conversion of the Notes.

2.6 The Company undertakes that, while the Notes remain in issue, it shall (pending the issue of the Shares on conversion, each in accordance with the provisions of this Instrument):

• (a) not alter the Articles in any way which would adversely affect the rights of the Noteholders without the prior sanction of a Special Resolution;
• (b) maintain sufficient shareholder authority to satisfy in full, without the need for the passing of any further resolutions of its shareholders, the most onerous of the outstanding rights of conversion for the time being attaching to the Notes pursuant to paragraph 1.1(b) of this Part 2 of Schedule 2, without first having to offer the same to any existing shareholders of the Company or any other person;
• (c) not proceed with a Fund Raising or Relevant Fund Raising without first obtaining sufficient shareholder authority to satisfy in full, without the need for the passing of any further resolutions of its shareholders, the outstanding rights of conversion for the time being attaching to the Notes pursuant to paragraph 1.1(a) or paragraph 1.2 of this Part 2 of Schedule 2, without first having to offer the same to any existing shareholders of the Company or any other person. The Notes cannot be converted under paragraph 1.1(a) or paragraph 1.2 of this Part 2 of Schedule 2 until such authority is obtained.

2.7 Following an Adjustment Event, the professional advisors or auditors of the Company for the time being shall certify to the Company in writing the adjustments to the number and nominal value of the Shares to be converted which they consider to be necessary so that, after such adjustment and on conversion, the Noteholders shall be entitled to receive the same percentage of the issued share capital of the Company carrying the same proportion of votes exercisable at a general meeting of shareholders and the same entitlement to participate in distributions of the Company, in each case as nearly as practicable, as would have been the case had no Adjustment Event occurred (and making such reduction or increase as is necessary to the premium arising on the issue and allotment of the Shares on conversion of the Notes). The Company shall then notify the Noteholders in writing of the necessary adjustment as determined by the professional advisors or auditors.

Part 3. Transfer provisions and other matters

1. The Company shall recognise the registered holder of any Notes as the absolute owner of them and shall not (except as provided by statute or as ordered by a court of competent jurisdiction) be bound to take notice or see to the execution of any trust (whether express, implied or constructive) to which any Note may be subject. The Company shall not (except as provided by statute or as ordered by a court of competent jurisdiction) be bound to enter any notice of any trust (whether express, implied or constructive) on the register in respect of any of the Notes.

2. Each instrument of transfer of Notes shall be signed by the transferor, and the transferor shall be deemed to remain the owner of the Notes to be transferred until the name of the transferee is entered in the register in respect of such Notes. Such signature can be performed via the Platform and is not required to be in wet ink.

3. Each instrument of transfer shall be sent to, or left for registration at, the Registered Office of the Company for the time being, and shall be accompanied by the Certificate(s) for the Notes to be transferred and any other evidence that the Company may require to prove the title of the transferor or his right to transfer the Notes (and, if such instrument is executed by some other person on his behalf, the authority of that person to do so). All instruments of transfer that are registered may be retained by the Company.

4. No transfer of Notes shall be registered in respect of which a Conversion Notice has been given.

5. Payment of any consideration due on a transfer of the Notes must be made via the Platform by the Buyer of the Notes to the selling Noteholder.

6. An entry recording the issue of the new Certificate and indemnity (if any) shall be made in the Register. No fee shall be charged for the registration of any transfer or for the registration of any probate, letters of administration, certificate of marriage or death, power of attorney or other documents relating to or effecting title to any Notes.

7. Any notice or other document required to be given under this Instrument shall be in writing and may be given to or served on any Noteholder by sending it via electronic mail or by notification via the Platform. A notice given in accordance with this paragraph 7 shall be deemed given at 10am on the next Business Day after the email or notice was sent.

8. Any notice or other document delivered or sent by post to, or left at, the registered address of any Noteholder in pursuance of these provisions shall, notwithstanding that such Noteholder is then dead or bankrupt or in liquidation, and whether or not the Company has notice of his death or bankruptcy or liquidation, be deemed to have been duly served or delivered in respect of any Notes registered in the name of such Noteholder as sole unless his name shall at the time of the service of the notice or document have been removed from the register as the holder of the Notes, and such service shall for all purposes be deemed sufficient service of such notice or document on all persons interested in the Notes.

9. A copy of this Instrument shall be kept at the Registered Office. A Noteholder (and any person authorised by a Noteholder) may inspect that copy of the Instrument at all reasonable times during office hours.

Schedule 3 Meetings of the Noteholders

1. The Company may at any time convene a meeting of Noteholders. In addition, the Company shall at the written request of the holders of not less than one-tenth in nominal amount of the outstanding Notes convene a meeting of the Noteholders. Any meeting shall be held at such place as the Company may designate.

2. At least 14 days' notice (exclusive of the day on which the notice is served or deemed to be served and of the day for which notice is given) of every meeting shall be given to the Noteholders. The notice shall specify the place, day and time of the meeting and the general nature of the business to be transacted, but it shall not be necessary (except in the case of a Special Resolution) to specify in the notice the terms of any resolution to be proposed. The accidental omission to give notice to, or the nonreceipt of notice by, any of the Noteholders shall not invalidate the proceedings at any meeting. A meeting of the Noteholders shall, despite being called at shorter notice than specified above, be deemed to have been duly called if it is agreed in writing by all of the Noteholders.

3. At any meeting the quorum shall be Noteholders holding, or representing by proxy, at least 25% in nominal amount of the outstanding Notes. No business (other than choosing a Chairman) shall be transacted at any meeting unless the requisite quorum is present.

4. If a quorum is not present, within half an hour from the time appointed for the meeting, the meeting shall be dissolved if it was convened on the requisition of Noteholders. In any other case, it shall stand adjourned to such day and time (at least 14 days later, but not more than 28 days later) and to such place as may be appointed by the Chairman. At such adjourned meeting, 2 Noteholders present in person (or by proxy) and entitled to vote shall constitute a quorum (whatever the nominal amount of the Notes held by them). At least 14 days' notice of any adjourned meeting of Noteholders shall be given (in the same manner mutatis mutandis as for an original meeting). That notice shall state that 2 Noteholders present in person (or by proxy) at the adjourned meeting (whatever the nominal amount of Notes held by them) shall form a quorum.

5. A person (who may but need not be a Noteholder) nominated by the Company shall be entitled to take the chair at every such meeting but, if no such person is nominated or if the person nominated is not be present at the meeting within five minutes after the time appointed for holding the meeting, the Noteholders present shall choose one of their number to be Chairman. Any Director or officer of, any Secretary of, and the solicitors to, the Company and any other person authorised in that behalf by the Company may attend at any such meeting.

6. Each question submitted to a meeting of Noteholders shall, unless a poll is demanded, be decided by a show of hands.

7. At any meeting of Noteholders unless a poll is demanded by the Chairman or by one or more Noteholders present in person or by proxy and holding or representing in the aggregate not less than one-twentieth in nominal amount of the outstanding Notes (before or on the declaration of the result of the show of hands), a declaration by the Chairman that a resolution has been carried by the requisite majority, lost or not carried by the requisite majority shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution.

8. If a poll is duly demanded, it shall be taken in such manner and (subject as set out below) either at once or after an adjournment as the Chairman directs. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll shall not prevent the meeting from continuing for the transaction of any business other than the question on which the poll has been demanded. The demand for a poll may be withdrawn.

9. If there is an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting shall not be entitled to a casting vote in addition to the vote(s) (if any) to which he may be entitled as a Noteholder or as a proxy.

10. The Chairman may, with the consent of (and shall if so directed by) any meeting at which a quorum is present, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting except business that might lawfully have been transacted at the meeting from which the adjournment took place.

11. Any poll demanded at any meeting on the election of a Chairman, or on any question of adjournment, shall be taken at the meeting without adjournment.

12. On a show of hands, each Noteholder who is an individual and is present in person or (being a corporation) is present by its duly authorised representative or by one of its officers as its proxy, shall have one vote. On a poll, each Noteholder present in person or by proxy, shall have one vote for every £1.00 nominal of Notes held by him and a person entitled to more than one vote need not (if he votes) use all his votes or cast all the votes he uses in the same way.

13. Each instrument appointing a proxy must be in writing and duly executed by the appointor or his duly authorised attorney or, in the case of a corporation under its common seal or duly executed by a duly authorised attorney or officer. The Chairman may (but shall not be bound to) require evidence of the authority of any attorney or officer. A proxy need not be a Noteholder.

14. An instrument of proxy shall be in the usual or common form or in any other form that the Directors may accept. The proxy shall be deemed to include the right to demand or join in demanding a poll. A proxy shall, unless stated otherwise, be valid as well for any adjournment of the meeting as for the meeting to which it relates and need not be witnessed.

15. The instrument appointing a proxy, and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority, shall be deposited at the place specified in (or in any document accompanying) the notice convening the meeting. If no such place is specified, the proxy shall be deposited at the registered office of the Company not less than 48 hours before the time appointed for holding the meeting or adjourned meeting or for taking of the poll at which the person named in that instrument proposes to vote. In default, the instrument of proxy shall not be treated as valid. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the revocation of the proxy or of the authority under which the proxy is given, unless notification in writing of the revocation has been received at the registered office of the Company or at such other place (if any) specified for the deposit of instruments of proxy in the notice convening the meeting (or any document accompanying it) 48 hours before the commencement of the meeting or adjourned meeting or the taking of the poll at which the vote is given.

16. Without prejudice to any of the powers conferred on the Company under any of the provisions of the Instrument, a meeting of the Noteholders shall, in addition to any other powers, have the following powers exercisable by Special Resolution:

• (a) power to sanction the exchange or sale of the Notes for, or the conversion of the Notes into, or the cancellation of the Notes in consideration of, shares, stock, debenture stock or other obligations or security of the Company or any other company formed or to be formed (other than as set out in the Conditions);
• (b) power to sanction any abrogation, modification or compromise of, or any arrangement in respect of, the Noteholders' rights against the Company, provided the same has been previously approved in writing by the Company, whether those rights shall arise under the Instrument, the Notes or otherwise;
• (c) power to assent to any modification of the provisions contained in the Instrument and the Conditions and to authorise the Company to execute any supplemental instrument embodying any such modification. Any such modification shall be proposed by the Company; and
• (d) power to:
  • (i) modify the date fixed for final conversion of the Notes;
  • (ii) reduce or cancel the principal amount payable on the Notes;
  • (iii) reduce the amount payable or modify the method of calculating the amount payable on the Notes; or
  • (iv) modify the dates for payment in respect of any interest, on the Notes.

17. A Special Resolution passed at a meeting of the Noteholders shall be binding on all the Noteholders whether or not they are present at the meeting. Each of the Noteholders shall be bound to give effect to it accordingly. The passing of any such resolution shall be conclusive evidence that the circumstances justify passing it (so that the meeting may determine without appeal whether or not the circumstances justify passing it).

18. Special Resolution, when used in the Conditions, means a resolution passed at a meeting of the Noteholders duly convened and held in accordance with the Conditions, and carried by a Noteholder Majority of (subject to paragraph 7 of this Schedule 3), on a show of hands, the persons voting at such meeting or, if a poll is duly demanded, the votes given on such a poll.

19. A resolution in writing signed by or on behalf of the Noteholder Majority shall, for all purposes, be as valid and effectual as a Special Resolution passed at a meeting duly convened and held in accordance with the Conditions. Such resolution in writing may be contained in one document or in several documents in similar form, each signed by one or more Noteholders.

20. Minutes of all resolutions and proceedings at every meeting shall be made and duly entered in books to be from time to time provided for that purpose by the Company. Any minutes, if purporting to be signed by the Chairman of the meeting or by the Chairman of the next succeeding meeting of the Noteholders, shall be conclusive evidence of the matters stated in them. Until the contrary is proved, every meeting for which minutes have been made and signed shall be deemed to have been duly held and convened, and all resolutions passed at the meeting to have been duly passed.

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