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Company Terms – last updated 07 July 2022
These terms apply to any engagement between Crowdcube and a Company, as defined below:
Crowdcube: Crowdcube Limited (Company No. 07014587), Crowdcube Capital Limited (Company No. 09095835), authorised and regulated by the Financial Conduct Authority (the "FCA") (No. 650205), and Crowdcube Nominees Limited (Company No 09820478), all three of South Entrance, Fourth Floor, Broadwalk House, Southernhay, Exeter, EX1 1TS, and Crowdcube Europe S.L. of Barcelona - Rosselló 216, planta 11.
Investor: any person who wishes to subscribe for shares or other securities offered by a Company or to purchase shares from Offering Sellers in response to a Pitch made available by that Company.
Company: a company that has made a Pitch available to the Investor through the Website operated by Crowdcube.
Offering Sellers: individuals who are shareholders (either directly or beneficially) in a Company and who have instructed Crowdcube to offer to sell their shares in that Company to Investors via a Pitch
Crowdcube provides services relating to the arranging of the investment by Investors in shares or other securities in or offered by the Company. Any reference to shares in these terms is for convenience only and shall be interpreted to mean the share, security or convertible instrument offered to Investors in the relevant Pitch.
These terms may be updated from time to time so a Company should check the terms and conditions when submitting any new pitch.
Submitting your Pitch and details of the Company to Crowdcube via this website confirms your acceptance of these terms and conditions.
If you do not understand any of the terms set out in this Agreement or have any queries, please obtain independent advice before proceeding.
1. COMPANY’S OBLIGATIONS
1.1. The Company agrees to promptly respond to all reasonable due diligence and other reasonable written enquiries of Crowdcube from time to time and provide all necessary information requested to enable Crowdcube to conduct a satisfactory level of due diligence on the Company and create a specific sub-site within the Website (the Company’s “Pitch”).
1.1.2. Include the following in the Company Pitch:
188.8.131.52. The disclaimer provided by Crowdcube;
184.108.40.206. The risk warning provided by Crowdcube on the Pitch and any other promotional materials related to the Pitch; and
220.127.116.11. Such other information as Crowdcube may reasonably require from time to time;
1.1.3. At completion of the investment round, adopt or modify the Constitutional Documents to:
18.104.22.168. where shares are offered through the Crowdcube Nominee, enable Crowdcube Nominees Limited to transfer, without restriction, the legal title to any shares to a replacement trust company;
22.214.171.124. where shares are offered through the Crowdcube Nominee, allow the transfer of beneficial interest between members of the Crowdcube platform, providing in all cases that Crowdcube Nominees Limited remains the legal owner of the shares;
126.96.36.199. where shares are offered through the Crowdcube Nominee, enact the requirements set out in the Company Nominee Terms in Schedule 1 if required; and
188.8.131.52. any other reasonable amendments agreed with Crowdcube in advance or such other terms of which have been disclosed to Investors and are acceptable to Crowdcube;
1.1.4. Pass, sign and/or adopt any documentation in such form as Crowdcube may from time to time reasonably require to complete the investment round and respond to any queries in this process in a timely manner;
1.1.5. Inform its current shareholders of the proposed transaction in accordance with its current Constitutional Documents, and ensure that any necessary consents for the Pitch and the proposed transaction are obtained;
1.1.6. Payment processing services for the Company on the Website being provided by Stripe and the Company being subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Company Terms, the Company agrees to be bound to Stripe on the terms of the Stripe Services Agreement, which may be modified by Stripe from time to time. As a condition of Crowdcube enabling payment processing services through Stripe, you agree to provide Crowdcube accurate and complete information about you and your business and you authorise Crowdcube to share it and transaction information related to your use of the payment processing services provided by Stripe. For the avoidance of doubt, the Company agrees that Crowdcube is not liable for the actions of Stripe or for any chargebacks from investors.
1.1.7. Consider with its board of directors engaging appropriate independent professional advisors to advise the Company on raising investment via the Crowdcube platform. Such engagement shall be a matter for each Company. Crowdcube shall have no obligation to ensure the Company receives professional advice nor liability to the Company or their Investors for any loss if such advice is not taken;
1.1.8. Other than with the prior written consent of Crowdcube, not directly or indirectly, in connection with any securities to be made available to members of Crowdcube through the Website, permit any offer of such securities to persons outside Crowdcube's membership or permit the communication of any invitation or inducement to engage in investment activity to any such person whether on a third party website or crowdfunding platform or otherwise and the Company shall indemnify Crowdcube and hold Crowdcube harmless in respect of any loss, liability, cost or expense resulting from the same;
1.1.9. Agree to the use by Crowdcube, and license to Crowdcube, all Company trade names, trademarks, logos and other intellectual property of or licensed to the Company as reasonably necessary and/or desirable for the purposes of facilitating the offer of securities by the Company and/or Offering Sellers through the Pitch to members of Crowdcube or for the general purposes of the promotion of Crowdcube or the Website or any mobile application of Crowdcube, and indemnify and hold Crowdcube harmless in respect of any loss, liability, cost or expense resulting from Crowdcube's use of the same;
1.1.10. Arrange for those persons who place an order to become shareholders of the Company, in cooperation with the Company's shareholders, to be issued with or transferred shares on receipt of the Subscription Price or Purchase Price (as defined below);
1.1.11. Ensure that any marketing materials disseminated by the Company comply with applicable law and regulation, including displaying risk warnings and, where such marketing materials may be financial promotions, that these are approved in advance by Crowdcube before they are published;
1.1.12. Use best endeavours and devote such time and attention as is reasonably necessary secure a successful fundraise for its Pitch;
1.1.13 Permit a background check provider as selected by Crowdcube to carry out a credit and background check on the Company and to procure permission from all directors and advisors of the Company for Crowdcube to carry out automated background checks on them individually;
1.1.14. Provide Crowdcube and investors with copies of any document, business updates or mass communications (in English or translated into English) following a successful fundraise. These updates shall be in English and must be sent no less than once a quarter (3 months), in addition to any statutory, constitutional or contractual requirements. And the Company shall promptly respond to any reasonable requests from Crowdcube about the Company to enable Crowdcube to update the Investors where necessary. Where a Company has used the Crowdcube Nominee, this requirement shall be satisfied by sending a copy of the relevant update or communication in electronic format to [email protected];
1.1.15. Complete all necessary statutory and regulatory filings within the applicable time period with any court, governmental authority or authority or body required by any jurisdiction applicable to it in respect of the Pitch including, without limitation, at Companies House;
1.1.16. Where the Pitch is, or is planned to be, subject to SEIS and/or EIS tax reliefs, provide Crowdcube with the Advance Assurance from HMRC and the application from the Company to HMRC for such Advance Assurance. It is the Company’s responsibility to provide all information required to HMRC for such HMRC Advance Assurance and Crowdcube does not provide advice on qualification of SEIS or EIS. If this clause 1.1.19 applies, the Company undertakes to Crowdcube and each Investor which is allocated SEIS or EIS tax relief within its raise, that it shall use best endeavours to remain a qualifying business for the purposes of SEIS and/or EIS for a period of 3 years from the date of the issue of shares.
1.1.18 The Company agrees that all marketing communications which Crowdcube directs the Company to make in accordance with Crowdcube’s campaign marketing plan must be approved by Crowdcube and where those communications are sent by the Company, they are distributed by the Company as a subcontractor of Crowdcube. All such marketing communications must be submitted to Crowdcube for approval and must contain all information required by Article 27 of Regulation (EU) 2020/1503.
1.2. The Company shall not:
1.2.1. While a Pitch on the Website is being prepared or while a Pitch is live and until shares are issued or transferred to Investors, list a Pitch on another crowdfunding site or raise any other investment or debt financing, other than with the prior written consent of Crowdcube;
1.2.2. After a Pitch has closed on the Website, represent any funds received by the Company at the close of the Pitch as being part of any subsequent fundraising round, other than with the prior written consent of Crowdcube;
1.2.3. In any way manipulate a Pitch or knowingly allow a pitch to be manipulated, including without limitation adding and subsequently removing investment, adding multiple investments or adding investment which is not intended to be paid up;
1.2.4. Remove, or allow to be removed, any investment, in whole or in part, made by any person connected with the Company’s business without the written consent of Crowdcube. In this clause 1.2.4, “connected with” means being:
184.108.40.206. a founder or director of the business;
220.127.116.11. a person named in the “Team” section of the Pitch;
18.104.22.168. a spouse, Civil Partner, parent, child, sibling of any person included in the categories set out at clause 22.214.171.124 and/or 126.96.36.199;
188.8.131.52. a company, partnership, corporate entity or investment vehicle of any person included in the categories set out at clause 184.108.40.206 and/or 220.127.116.11; or
18.104.22.168. an investor investing as part of the Company’s cornerstone investment.
22.214.171.124. any advisor, consultant or contractor of the Company who has any involvement in the Pitch or the Company’s preparations for the Pitch.
It is the Company’s responsibility to ensure all potential investors to which this clause would apply are aware of this restriction and, if required by Crowdcube, to pay a deposit which is forfeited if they withdraw their investment and which shall be used to pay any fee payable to Crowdcube under clause 4.5; and
1.2.5. Market or otherwise offer investment opportunities available on the Website to any investors in a country or jurisdiction where such an offer would be unlawful or would contravene local securities laws or regulations unless otherwise agreed with Crowdcube in writing and subject always to the Company complying with applicable laws and regulations in each territory in which an offer is made. This restriction includes not offering or soliciting shares in the United States unless otherwise agreed with Crowdcube and subject always to Company complying with applicable laws and regulations in the United States. The Company does not hold Crowdcube liable for any liability or regulatory burden arising in any such country or jurisdiction outside of the United Kingdom and the European Union as a result of Company’s shares being made available on Crowdcube platform or any marketing activities of Company or Crowdcube in relation to such securities;
1.2.6. Not directly or indirectly solicit or make offers of employment to any employees of Crowdcube at any time from the earlier of (1) the date of Crowdcube’s engagement until 12 months after the Pitch closes on the Website; and (2) 24 months after Crowdcube’s engagement.
1.2.7. Use any Investor Personal Data (as defined in clause 17 below) other than as set out in clause 17 below.
2. CLIENT CATEGORISATION
The Company acknowledges that Crowdcube will not supply confirmations of any transactions or orders that it receives and transmits to the Company, and that the Cooling Off email (as referenced in clause 3.1.3) shall constitute sufficient and adequate reporting of the service of arranging transactions and the receipt and transmission of orders provided by Crowdcube in accordance with the FCA Handbook and the Conduct of Business Rules, and consents to the same.
3. CROWDCUBE'S OBLIGATIONS
3.1. Subject to clause 3.2 below, Crowdcube shall:
3.1.1. Use reasonable endeavours to make the Website available to the Company for the purposes of the Pitch and the raising of funds for which the Pitch is intended;
3.1.2. Use reasonable endeavours to elicit applications from its members to participate in the offer for subscription for or purchase of shares or other securities in the Company by means of the Pitch and the Website by communicating the Pitch as a financial promotion to its members;
3.1.3. Send a Cooling Off Email in accordance with clause 5.4 to the Investors (unless certain investors have agreed to alternative subscription process with the Company); and
3.1.4. Liaise with the Company and any relevant third parties with a view to ensuring the transfer of funds from Investors to the Company on completion. Crowdcube has no obligation to transfer funds itself and there is not a guarantee that funds will be transferred.
3.2. Crowdcube is under no obligation to list the Company’s Pitch on the Website and may reject a Pitch at its absolute discretion. Crowdcube may also suspend a Pitch at its discretion.
3.3. Crowdcube may recommend the use of a specific professional advisor to the Company, and in such circumstances the Company acknowledges that Crowdcube shall have no liability in relation to or involvement in the engagement of such advisor by the Company, and such relationship will be governed by the terms of engagement between the advisor and the Company. Crowdcube has no responsibility to ensure the Company takes professional advice nor liability to the Company for loss if such advice is not taken.
4. REMUNERATION AND FEES
4.1. Crowdcube will charge a commission of 7% (which is exclusive of VAT) on all monies raised. The commission set out in this clause is subject to clauses 15.3 and 15.4 (if applicable).
4.2. All monies raised or all funds raised means the total amount invested in the Company through a Pitch and any directly or indirectly related investment in the Company including all funds included on the Pitch Progress bar.
4.3. The Company acknowledges that ancillary charges or fees may be payable to third parties in connection with the investment, and acknowledges that such charges or fees are disassociated with these terms. These fees could include, but are not limited to, legal fees or fees payable to consultants who may assist the Company prepare its campaign.
4.4. The Company agrees to pay all processing fees and charges of the investment, which will include a 0.25% Crowdcube completion fee and any and all charges and fees levied by any third party money transfer provider (see our website for current fees and charges on payments), as engaged in accordance with clause 1.1.7, and agrees to indemnify and hold Crowdcube harmless from any loss, liability, cost or expense resulting from the same. This includes any foreign exchange fee if it is required.
4.5. All charges under this clause 4 shall be paid within 15 days of the date of an invoice from Crowdcube or shall be collected by Crowdcube by electronic transfer from the Company either deducted from draw down of investment monies or separate electronic transfer from the account connected by the Company to Crowdcube’s systems under 1.1.6 above.
4.6. If a Pitch reaches 100% of the initial target investment amount on a primary issue Pitch page or in the case of a secondary sale of shares, where any of the allocation of shares agreed between the parties has been applied for by Investors via the Pitch (in each case meaning that the Pitch is “Successful”) and is cancelled for any reason, including but not limited to withdrawal of investments or breach of these terms by the Company, Crowdcube will charge the Company all commissions and fees under this agreement and any fee agreements.
4.7 If a Pitch is not Successful or otherwise cancelled and a Company goes on to raise money from Crowdcube members introduced by Crowdcube, Crowdcube will charge the Company all commissions and fees under this agreement and any fee agreements.
4.8 If a Pitch is not Successful or is cancelled for any reason, unless prior written consent has been given by Crowdcube (in Crowdcube's absolute discretion), Company shall not contact Crowdcube members about the investment opportunity or offer or otherwise solicit investment from Crowdcube members, unless such Crowdcube members have independently requested further information from the Company without solicitation from the Company, and at all times the Company shall act in accordance with applicable law and regulation, including in relation to data protection and company law. The Company shall cease to contact or offer investment opportunities to any Crowdcube members immediately upon request by Crowdcube. The Company shall notify Crowdcube prior to accepting any investment from Crowdcube members who have been introduced to the Company by Crowdcube and shall pay Crowdcube the commission on monies raised from such Crowdcube members during the 12 month period following cancellation of a Pitch within 15 days of receipt of an invoice from Crowdcube. Such fee is not payable where the Company has written evidence (such as an email chain) that the Crowdcube member was already known to the Company and was not introduced by Crowdcube.
4.9 Additional services, including any marketing agreement, shall be agreed separately by the parties by email (or where required by Crowdcube, in the form specified by Crowdcube, which for marketing services shall set out the type of advertising to be purchased and the cost). Agreement by email shall apply to such additional services and the Company shall pay any invoice within 15 days for such agreed services and/or marketing services, prior to a Pitch going live on the Website.
4.10 The Company is liable for all taxes payable under this Agreement, including, without limitation, if there is a change in VAT laws and VAT becomes payable on any fees due to Crowdcube.
4.11 If the rules applying to the issue and allotment or transfer of securities that apply to the Company in its home jurisdiction prevent Crowdcube from deducting its commission and fees under this Agreement, then the Company agrees to pay such fees at the direction of Crowdcube, including, but not limited to, by paying any applicable payment processing fees to a Notary account before the capital raise is signed in front of the notary
5 INVESTMENT PROCESS
5.1 The Company shall make the Pitch available for Investors to place revocable orders to subscribe for or purchase shares, other securities or instruments convertible into securities (“Securities”) in the Company for a period ending on the earlier of:
5.1.1. orders for all of the Securities offered have been placed by Investors on the Website;
5.1.2. the expiry of a 30 day period (beginning with the date on which the Pitch becomes live on the Website) or such shorter or longer period agreed in writing between Crowdcube and the Company; or
5.1.3. the date upon which the Company or Crowdcube terminates this Agreement in accordance with its terms.
5.2. By placing a revocable order through the Pitch, the Investors have indicated an intention to enter into an agreement to invest in accordance with these terms and to transfer the purchase price for the relevant Securities in the Offer.
5.3. Crowdcube shall circulate a Cooling Off Email promptly following closure of the Pitch to each of the Investors by email, with a copy of the Company's Articles of Association and the Legal Review (which shall be in a form agreed with the Company, acting reasonably). Crowdcube shall confirm to the Company when the Cooling Off Email has been sent and shall provide a list of Investors to whom such email has been sent. The Cooling Off Email shall set out the relevant response required from the Investor in order to confirm they no longer wish to proceed with their order to invest. This time period to receive a response shall be specified in the email and is determined by Crowdcube in its absolute discretion, but will generally be seven days. If Crowdcube receives no response from the Investor within the specified time period, the Investor will be deemed to have confirmed his order and, subject to the completion conditions in clause 5.4, his or her order will become an irrevocable firm order and a binding legal contract will be formed between each Investor and the Parties.
5.4. The contract to invest between the Parties and each Investor is subject to the following completion conditions:
5.4.1. the warranties in clause 9.1 and those contained in the Legal Review remaining true in all material respects prior to completion of Offer; and
5.4.2. confirmation by Crowdcube of satisfaction of any specific requirements or conditions set out in the Legal Review.
5.4.3 that the Pitch reaches at least 100% of the minimum funding target (if applicable).
5.4.4 that there are no Investor cancellations or failures, which reduce the Pitch progress to 90% or lower (if applicable).
5.5. Crowdcube will determine (acting reasonably) whether the conditions set out in clause 5.4 above are satisfied at any time during the completion process prior completion of transfer of funds to the Company. If Crowdcube determines a condition is not satisfied, Crowdcube may in its absolute discretion:
5.5.1. recirculate the Cooling Off Email to include any additional documents or changes required by Crowdcube and which shall include a further cancellation period; and/or
5.5.2. determine that the investment opportunity is cancelled, either before or after the expiry of the deadline set out in the Cooling Off Email. In these circumstances, if the Cooling Off Email has expired, the contract to invest between the Parties and each Investor shall not complete and there shall be no legally binding contract, the obligations of the Company set out in this Agreement shall terminate and the Company shall not be liable for payment of any fees or commissions pursuant to clause 4.
5.6. If, for whatever reason the Pitch does not proceed to completion, is cancelled or the order not completed for any reason, the Investor's order will be cancelled and will not be transferred to another Pitch or Company, and no substitute service will be provided. The Company shall at Crowdcube’s request cancel the investment made by the Investors and return any monies received from the Investors in connection with the Offer (if any monies have been transferred), and shall liaise with Crowdcube throughout. The Company consents to Crowdcube releasing such information as is reasonably necessary, to the Investors and to communicate with them to allow cancellation of investments and such return of the monies. In such event, the obligations of the Company set out in this Agreement shall terminate and the Company shall not be liable for payment of any fees or commissions pursuant to clause 4.
5.7. Subject to:
5.7.1 each relevant Investor’s order becoming an irrevocable firm order pursuant to clause 5.6;
5.7.2 the conditions set out in clause 5.4 being satisfied; and
5.7.3 receipt of the aggregate subscription or purchase amount from the Investors for the investment into the bank account designated by the Company, the Company shall complete the investment by issuing the relevant security or by entering into the relevant convertible instrument where applicable or by executing (or procuring the execution of) the relevant transfer documentation by the Offering Sellers.
5.8 Securities will be issued or transferred to the Crowdcube Nominee (to hold the legal title) and the relevant Investors (to hold the beneficial title), unless the Company and Crowdcube have agreed an alternative holding structure which has been disclosed to Investors.
5.9. The Parties shall liaise with each other throughout the completions process (and in the case of a convertible, during the completion process on conversion) in good faith and shall promptly respond to each other upon receipt of any reasonable request.
5.10. Crowdcube may assist the Company with corporate administration matters relating to the investment process, to prepare the Company to raise investment via the Crowdcube platform. Crowdcube is not licensed or insured to provide advice to Company companies and such assistance is not legal, financial or tax advice of any kind and should not be considered by Company as such. If any Party requires advice and opinions on legal, financial or tax matters relating to the Offer, the company or the Pitch, they should contact an independent professional firm as appropriate.
5.11. The Company shall be solely responsible for the provision of any rewards advertised on the Pitch and Crowdcube shall not be liable for any delay or failure of the Company in the provision of such rewards. The Company shall indemnify Crowdcube in respect of any loss, liability, cost or expense incurred by Crowdcube as a result of the Company’s failure or delay in providing such rewards.
6. INVESTMENTS / PITCHES
6.1. The Company acknowledges that, except for Crowdcube’s obligation to approve the Pitch as a financial promotion, it does not rely upon any advice, representations or requirements of Crowdcube in relation to the Pitch, and acknowledges that it is solely responsible for the Pitch complying with all applicable laws and regulations.
6.2 The Company further acknowledges that Crowdcube is an independent organisation, and does not act as agent or representative of the Company or any Investor, unless explicitly authorised in writing separately to this agreement. The Company acknowledges that it must seek independent advice should it have any legal, financial, regulatory or other concerns about the Pitch.
6.3. The Company agrees to adhere to all reasonable requirements of the investment process required by Crowdcube from time to time in respect of regulatory and/or legal compliance in relation to the investment process and the Pitch, and shall provide all such information and documentation that Crowdcube requires to ensure such compliance in English.
6.4. The Company must ensure that information contained within the Pitch that contains an indication of past performance satisfies the following conditions:
6.4.1. the indication is not the most prominent feature of the communication;
6.4.2. the information includes appropriate performance information which covers the lesser of the period from establishment or the preceding five years and in every case (where possible) that performance information must be based on and show complete 12-month periods;
6.4.3. the reference period and the source of information are clearly stated; and
6.4.4. the information contains a prominent warning that the figures refer to the past and that past performance is not a reliable indicator of future results.
6.5. The Company must ensure that information within the Pitch, that contains an indication of future performance, satisfies the following conditions:
6.5.1. it is not based on and does not refer to simulated past performance;
6.5.2. it is based on reasonable assumptions supported by objective data; and
6.5.3. it contains a prominent warning that such forecasts are not a reliable indicator of future performance.
6.6. The Company undertakes, warrants and represents that all text, content, images, pdfs and any other materials or statements that are included on the Pitch or available via the Pitch including in the forums, downloads (including without limitation in the Legal Review), and updates are true, accurate and not misleading, do not breach any laws or regulations, do not infringe the rights of any third party, including, without limitation, not being defamatory or unjustifiably denigrating of any person; not invading third party rights to privacy and not infringing any third party intellectual property rights and that the same are otherwise a clear and fair representation of the Company or in the event of an opinion or intention, is made after careful consideration and is fair and made on reasonable grounds.
6.7. The Company shall ensure that the Pitch contains adequate risk warnings concerning the investment for the Investor, and should not include any emphasis of any benefits to the Investor without a fair and prominent indication of the relevant risks. The Company acknowledges that the Pitch will be reviewed by Crowdcube members generally and that the Company should assume that information included in its Pitch will not necessarily be kept confidential. The Company agrees that it alone shall bear all responsibility for the content of the Pitch, the Warranties and any disclosures in respect of such Warranties, and shall indemnify and hold Crowdcube harmless from any loss, liability, cost or expense resulting directly or indirectly from the same. In addition, the Company shall use its reasonable endeavours to ensure that the Pitch contains all information that would be relevant to a potential investor of the Company, to the extent reasonably practicable, that the Pitch is regularly monitored and kept up to date, and shall ensure that any relevant updates are adequately communicated to current and prospective Investors either through the forum, the Pitch, the Cooling Off Period or otherwise.
7. WARRANTY, REGULATION AND LIABILITY
7.1. The Company, as a member of Crowdcube, acknowledges and accepts that the Website includes a forum which is intended as a service to Companies to put them in contact with Investors, and that Crowdcube's investigation of the Companies and the content of their Pitches have been limited and depends upon the disclosure, feedback and responses of Company, and accordingly that Crowdcube makes no warranties or representations and assumes no liability in respect of the Company or the content of its Pitch.
7.2. The Company warrants, represents and undertakes to Crowdcube (in its own capacity and on behalf of Investors) that:
7.2.1 it shall comply with any terms and conditions associated with the use of the forums on the Website, and acknowledges that Crowdcube will in its absolute discretion have the power to determine whether any posts breach this clause 7.2.1;
7.2.2 all information disclosed to Crowdcube, investors and site users at any time, and including the Warranties, is true, accurate, not misleading and does not infringe any laws, regulations or the rights of any third party, including intellectual property rights;
7.2.3. in advance of a Pitch going live on the Website and throughout the duration of the Pitch and until monies are drawn down from the Investors to Company, the Company has disclosed to Crowdcube all debt, fully diluted equity issued and options granted or contemplated, any civil or criminal litigation and threats of litigation and all other material issues impacting upon Company (and Company’s directors, employees and contractors) which could reasonably be considered to be a factor in an investment decision by a retail, sophisticated or institutional investor;
7.2.4. any opinion or intention expressed by the Company to Crowdcube, Investors or on the Pitch, is made after careful consideration and is fair and made on reasonable grounds and any forward looking statement is based upon objective assumptions;
7.2.5. the Company has the right and power to enter into this Agreement and to offer the investment opportunity on Crowdcube and entering into this Agreement will not contravene, breach or conflict with the Company’s constitutional documents or any agreement binding on it with a shareholder, lender or otherwise;
7.2.6 no litigation, arbitration or administrative proceedings are taking place, pending, or to the Company’s knowledge, threatened against it, any of its directors or any of its assets;
7.2.7 prior to the Pitch going live, the Company has disclosed its fully diluted share capital (as set out in clause 126.96.36.199 above) and that any valuation and equity offered reflects the fully diluted share capital of the Company and that this will not change until completion of the funding and issue or transfer of shares;
7.2.8 the Company has obtained consent or waiver from any and all existing shareholders who have pre-emption rights for the Company to carry out this fundraising and proposed share issue or transfer;
7.2.9. the Company is the sole legal and beneficial owner and has good, valid and marketable title to all its assets including but not limited to any intellectual property materially utilised by the Company;
7.2.10. the Company is solvent and able to pay all of its debts as they fall due and no director of Company has any criminal conviction or criminal proceedings against him or her; no director is subject to bankruptcy proceedings or bankrupt; no director has been a director and shareholder of a liquidated company that has gone into liquidation and transferred its assets to a phoenix company of which the director is also a director and shareholder;
7.2.11. the Company has procured permission from all directors and advisors named on the Pitch that Crowdcube may also carry out automated background checks using a third party provider; and
7.2.12. if the Company has represented that the Pitch is SEIS and/or EIS qualifying or pending SEIS and/or EIS, the Company and the investment opportunity qualifies for SEIS or EIS at the time of the Pitch.
7.3. Crowdcube has no liability for and does not guarantee that the Company will meet its funding target as a result of a Pitch on the Website. Crowdcube has no responsibility for Investors who do not proceed with their investment either before or following receipt of the Cooling Off Period email to Investors. The Company acknowledges that the purchase of securities is an agreement between Company and Investors and that Crowdcube is only is not a party to this Agreement in its capacity as Nominee (where applicable) and cannot enforce payment by Investors and is not liable for payment of any monies raised via the Website itself.
7.4. The Company acknowledges that the approval of the Pitch as a financial promotion by Crowdcube Capital Limited or marketing communications by Crowdcube Europe SL, or the proposed investment in a Company by any officer or employee of Crowdcube or its affiliates is not an indication of approval of the Pitch generally and does not indicate that Crowdcube advises investment in the Pitch, and the Company confirms that it shall take no inference from or make any reference to the same.
7.5 Crowdcube makes no warranty to the Company.
7.6. Crowdcube’s entire liability under this Agreement is limited to the amount of commission and fees received by Crowdcube hereunder. Under no circumstances shall Crowdcube be liable in contract, tort (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise under this Agreement for: (a) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings); or (b) any special, indirect or consequential losses; whether or not such losses were known to the parties at the commencement of this Agreement. Nothing in this Agreement shall limit Crowdcube’s liability for fraud or for any loss which it would be unlawful to exclude.
7.7. Any money or assets held by Crowdcube (or any subsidiary or holding company of Crowdcube) for the Company shall be held in accordance with all applicable rules set out in the FCA Handbook. Crowdcube’s client money bank account is a non interest bearing bank account.
8.1. Subject to clause 8.3, the agreement constituted by these terms between Crowdcube and the Company shall terminate and cease to be effective forthwith upon the earlier of:
8.1.1. the Company serves 7 days' written notice on Crowdcube at Crowdcube's registered office confirming such termination; or
8.2. Crowdcube may terminate this Agreement at any time in the event that:
8.2.1. Crowdcube determines that the Company has breached these Company terms or the Warranties or completion conditions in the Legal Review;
8.2.2. Crowdcube suspects that the officers of the Company have been involved in any criminal activities;
8.2.3. the Company becomes insolvent;
8.2.4 Crowdcube suspects that the financial promotion is no longer accurate or suitable; or
8.2.4. on the service of 7 days' written notice to the Company.
8.3. If a Company has an outstanding or incomplete order for investment from Investors which has not been resolved in accordance with clause 5, the Company may only terminate this Agreement if it has firstly served written notice by email on Crowdcube and secondly, has withdrawn its Pitch from the Website. If a Cooling Off Email has been issued, the Company may only terminate this Agreement if the period contained in the Cooling Off Period has not yet expired and the Company has instructed Crowdcube to communicate a cancellation to all potential Investors.
8.4. Once an order has been made firm with an Investor following expiry of the Cooling Off Period, a formal contract has been created between the Company and the Investor for the issue of securities direct on such terms as are agreed with the relevant Investors and the Company is bound to complete the share issue, and Crowdcube shall have no further obligations or involvement in the investment or the Company (except for those obligations set out in the Company Nominee Terms).
8.5. The following terms shall be continuing notwithstanding termination of this Agreement: clauses 1.1.3, 1.1.10, 3.2, 4, 6, 7, 9, 14, 15, 16, 17 and this clause 8.5.
9. COMPLAINTS AND QUERIES
9.1. Should a Company have any complaints or queries about the services provided by Crowdcube or this Agreement, it should contact Crowdcube on 01392 241319.
9.2. Complaints may also be addressed directly to:
9.2.1 the UK Financial Ombudsman Service - contact details as follows:- 0300 123 9 123 or 0800 023 4567; or
9.2.2 the Comisión Nacional del Mercado de Valores - contact details as follows:- +34 902 149 200
9.3. Companies are treated as customers of Crowdcube and therefore have the potential to be compensated out of the Financial Services Compensation Scheme established and operated by the FCA in the event that Crowdcube should fail in the conduct of its FCA regulated activities.
9.4. Communications with, to or from Crowdcube shall be in the English language.
10. CANCELLATION AND SUSPENSION
10.1. The Company hereby acknowledges and consents to the performance of the services by Crowdcube in accordance with this Agreement beginning as soon as this Agreement is made between the Company and Crowdcube and that other than as set out in this Agreement, Company has no right of cancellation.
10.2. Crowdcube may suspend or cancel the provision of services under this Agreement, including either not listing a Pitch on the Website or removing or suspending a Pitch from the Website in the event that in Crowdcube’s opinion, the Company is not or may not be operating in compliance with any applicable laws or regulations; if the Pitch and documentation provided by the Company means that Crowdcube cannot approve the pitch as a financial promotion; or the Company is (in the opinion of Crowdcube) in breach of the terms of this Agreement.
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
12. NO PARTNERSHIP OR AGENCY
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
13. ASSIGNMENT AND VARIATION
13.1. A Company's membership in Crowdcube is non-transferable, and the provisions of this Agreement shall not be assigned, transferred, mortgaged, charged or otherwise encumbranced by a Company without the written consent of Crowdcube. Crowdcube may assign this Agreement without restriction or consent.
13.2. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). Where there is a conflict between the provisions of this Agreement and an alternative agreement or amendment to this agreement that is in writing and signed by the parties, such alternative written and signed agreement shall prevail.
14.1. Any notice or other communication required to be given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or (in any other case) its principal place of business or residential address, or sent by email to the email address notified to the other party in accordance with this Agreement. The email address for the service of notices (under these Company Terms) on Crowdcube is [email protected]
14.2. Any notice or communication shall be deemed to have been received if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address, or if sent by email, at 9.00 am on the next working day after transmission, or otherwise at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
15. ENTIRE AGREEMENT
15.1. This Agreement, together with any terms agreed in any written and signed engagement agreement entered into by the parties prior to the date of this Agreement (an “Engagement Agreement”) and (if applicable) the Company Nominee Terms, set out the entire agreement and understanding between the parties in respect of the subject matter of this Agreement.
15.2. Save as specified in clause 15.3, if there is any ambiguity or conflict between the provisions of this Agreement and the provisions of any Engagement Agreement, the provisions of this Agreement shall prevail between the parties.
15.3. If the Company has entered into an Engagement Agreement, the commission specified in the Engagement Agreement will apply in place of the 7% specified in clause 4.1, but clause 4.1 will remain otherwise binding on the parties.
16.1. Save as permitted by clause 16.2, the both Crowdcube and the Company undertake that they shall not at any time during the term of this Agreement and a period of two years thereafter disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or any member of the other party's group of companies.
16.2. The Company may disclose Crowdcube’s confidential information:
16.2.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying its obligations under this Agreement. The Company shall procure that its employees, officers, representatives or advisers to whom it discloses Crowdcube’s confidential information comply with this clause 16; and
16.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
16.3. The Company shall not use Crowdcube’s confidential information for any purpose other than to perform its obligations under this Agreement.
16.4. Crowdcube may disclose the Company's confidential information:
16.4.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying its obligations under this Agreement. Crowdcube shall procure that its employees, officers, representatives or advisers to whom it discloses the Company's confidential information comply with this clause 16; and
16.4.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
16.5 Crowdcube shall not use the Company's confidential information for any purpose other than to perform its obligations under this Agreement.
17. DATA PROTECTION
17.1 In this clause the following definitions apply:
Data Controller: has the meaning set out in section 1(1) of the Data Protection Act 2018 or the General Data Protection Regulation as applicable.
Data Subject: an individual who is the subject of Personal Data.
Personal Data: has the meaning set out in section 1(1) of the Data Protection Act 2018 or the General Data Protection Regulation and relates only to personal data, or any part of such personal data, of which Crowdcube is the Data Controller and in relation to which the Company is providing services under this Agreement.
Data Processing and Processor: have the meaning set out in the Data Protection Act 2018 or the General Data Protection Regulation as applicable.
17.2 Subject to clause 17.3, 17.4 and 17.5, during a live Pitch and before an investment completes Crowdcube is the Data Controller and the Company is the data processor of any Personal Data of a Crowdcube user and the following shall apply during this period prior to completion:
17.2.1 the Company shall process the Personal Data only to the extent, and in such a manner, as is necessary to respond to requests for information about the Pitch and in accordance with Crowdcube’s instructions from time to time and shall not process the Personal Data for any other purpose and must give Crowdcube user’s an express opt-out to receiving further communications for that purpose.
17.2.2 the Company shall not add Crowdcube user Personal Data to any general marketing email lists or otherwise; and
17.2.3 the Company will keep a record of any processing of Personal Data it carries out.
17.3 Upon completion of the Pitch and issue or transfer of securities to Investors, in order to enable Company to administer its share register, manage corporate actions and provide investor updates, Crowdcube shall provide the Company with a full list of Investors and associated Personal Data, including name, email address, address and at that point, Investor becomes Data Controller of all Personal Data held by it in relation to those Investors and the Company shall delete all other Personal Data received from Crowdcube users who have not invested. The Company shall be the data controller in relation to such retained Personal Data and as such is responsible for compliance with all applicable data protection laws including the GDPR.
17.4 If the Pitch is not successful, the Company shall irretrievably delete all Personal Data received from Crowdcube.
17.5 The Company shall process the personal data as follows:
17.5.1 only on documented instructions from the Data Controller, including with regard to transfers of Personal Data to a third country or an international organisation, unless required to do so by Union or Member State law to which the processor is subject; in such a case, the Company shall inform the Data Controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
17.5.2 persons authorised to process the personal data shall have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
17.5.3 using all security measures required pursuant to Article 32 of the General Data Protection Regulation, including without limitation, that the Personal Data is secure, anonymised were possible and encrypted;
17.5.4 taking into account the nature of the processing, assists the Data Controller by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Data Controller's obligation to respond to requests for exercising the data subject's rights to access data and other rights; and
17.5.5 at Crowdcube's request, the Company shall provide to Crowdcube a copy of all Personal Data held by it in the format and on the media reasonably specified by Crowdcube.
17.6 The Company shall promptly comply with any request from Crowdcube requiring the Company to amend, transfer or delete the Personal Data.
17.7 If the Company receives any complaint, notice or communication which relates directly or indirectly to the processing of the Personal Data or to either party's compliance with the Data Protection Act 2018 or the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016) and the data protection principles set out therein, it shall immediately notify Crowdcube and it shall provide Crowdcube with full co-operation and assistance in relation to any such complaint, notice or communication.
17.8 The Company shall not transfer the Personal Data outside the European Economic Area without the prior written consent of Crowdcube (not to be unreasonably withheld).
17.9 The Company shall promptly inform Crowdcube if any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable. The Company will restore such Personal Data at its own expense. The Company shall notify Crowdcube immediately if it becomes aware of any unauthorised or unlawful processing, loss of, damage to or destruction of the Personal Data.
17.10 Crowdcube is entitled to inspect or appoint representatives to inspect all facilities, equipment, documents and electronic data relating to the processing of Personal Data by the Company. The Company shall give access to Company’s systems and all data for the purpose of audit of Personal Data and compliance with this agreement and Privacy Impact Assessments.
18. GOVERNING LAW AND JURISDICTION
18.1. 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.
18.2. The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
COMPANY NOMINEE TERMS
These terms (“Company Nominee Terms”) apply between Crowdcube Capital Limited (“Crowdcube Capital”), Crowdcube Europe S.L (“Crowdcube Europe”) and any investee company (“Company”) that requests that Crowdcube Nominees Limited or Crowdcube Nominees Europe Limited as the case may be (“the Crowdcube Nominee”) holds the shares in the Company subscribed for or purchased by investors investing via the Crowdcube website or mobile website (“Investors”). In this arrangement Crowdcube Capital and Crowdcube Europe shall provide crowdfunding services to the Company and Investors (in accordance with respectively the FCA licences Crowdcube Capital holds and with the CNMV authorisation Crowdcube Europe holds and with the Investor Nominee Terms). Any reference to shares in the Company Nominee Terms is for convenience only and shall be interpreted to mean the share, or security or convertible instrument offered to Investors by the Company.
1 Notices and Communication: all notice and communications with Crowdcube Capital, Crowdcube Europe and the Crowdcube Nominee must be sent to [email protected]
2 Nominee Engagement: Provided the Company has carried out its obligations under these Company Nominee Terms, Crowdcube shall procure that the Crowdcube Nominee holds shares on trust in the Company as nominee for the Investors, who will hold beneficial title to those shares.
a. The Company shall be responsible for the payment of any reasonable administration costs incurred by Crowdcube Capital and/or Crowdcube Europe as the case may be that may arise due to any corporate action, including without limitation, share reorganisations of the Company and requirements on exit of the Company or shareholders. Crowdcube Capital, Crowdcube Europe and the Company shall agree any such costs in writing as soon as reasonably practicable following the notification of the corporate action by the Company to Crowdcube Capital and Crowdcube Europe.
3. Shares and company documents: The Company shall:
a. unless otherwise agreed in writing by Crowdcube, offer a single class of ordinary shares with voting and pre-emption rights to all Investors that hold shares through the nominee structure; and
b. ensure that under its constitutional documents at all times (i) the Crowdcube Nominee is able to hold shares on trust for Investors, and (ii) the Crowdcube Nominee can transfer its shares to a replacement nominee.
4. Information and reporting: The Company shall:
a. where legally permissible, respond promptly and accurately to reasonable requests by Crowdcube Capital and /or Crowdcube Europe for any relevant information about the Company which is required for Crowdcube Capital and /or Crowdcube Europe and/or the Crowdcube Nominee to provide the nominee service;
b. notify Crowdcube Capital and Crowdcube Europe about any proposed future issues or transfers of shares in the Company as soon as reasonably practicable (and only where legally permissible), and provide all information reasonably requested by Crowdcube Capital and / or Crowdcube Europe in respect of such share issue or transfer;
c. notify Crowdcube Capital and Crowdcube Europe about any proposed exits (including but not limited to listings or sales of the entire issued share capital of the Company) as soon as reasonably practicable (and only where legally permissible), and provide all information reasonably requested by Crowdcube Capital and Crowdcube Europe in respect of such exits in English; and
d. provide Crowdcube Capital and Crowdcube Europe with a named contact at the Company, with contact details including a telephone number and email address, to be updated in the event of any changes.
5. Corporate actions:
a. If the Company anticipates that, as a result of any corporate action, a payment will be made to its shareholders (including the Nominee Company), the Company shall as soon as reasonably practicable notify Crowdcube Capital and Crowdcube Europe in writing of any fees that the Company intends to deduct from such payment. The Company agrees that any such fees to be deducted from the payment to the Nominee Company shall be limited to fees reasonably incurred in connection with the corporate action, including but not limited to legal or other professional fees and shall be shared pro-rata amongst shareholders, the Company or other parties as appropriate.
b. The Company agrees for any future issue or transfer of shares to Investors facilitated by Crowdcube Capital and /or Crowdcube Europe, including where the issue or transfer relates to a formal exercise of pre-emption rights by Investors or where Investors are invited to participate in an agreed allocation of shares of the Company, unless otherwise agreed in writing by the parties, the Company Terms will apply to the arrangement of that new investment by Crowdcube Capital and /or Crowdcube Europe.
6. Liability: The entire aggregate liability of Crowdcube Capital, Crowdcube Europe and their group of companies in respect of the engagement of the Crowdcube Nominee shall be limited to the aggregate amount of the fees received by Crowdcube pursuant to these Company Nominee Terms. Nothing in this clause shall limit Crowdcube’s liability for fraud or for any loss which it would be unlawful to exclude.
Comisión Nacional del Mercado de Valores
Articles of association, shareholders’ agreement and any other relevant documents of the Company
Cooling Off Email and Cooling Off Period
The Cooling Off Email is An email sent to all Investors titled “Review your investment” as defined at clause 3.1.3 and the Cooling Off Period is the period specified in that email
Company Nominee Terms
the terms set out at Schedule 1 to this agreement
The Financial Conduct Authority
The legal review document attached to the Cooling Off Email, as defined at clause 6.9
Nominee or Nominee Company
Crowdcube Nominees Limited, as defined at clause 2.1
as defined at clause 6.1 and displayed on the Pitch
Pitch Progress Bar
the progress bar displayed on the Pitch.
an investment proposition made by the Investee via the Website
as defined at clause 11.1
as defined at clause 3.1
shares, other securities or instruments convertible into securities
Crowdcube’s payment provider Stripe Payments Europe Limited
the subscription price specified in the Legal Review attached to the Cooling Off Email
Where a Pitch has an identified target, the Company raising investment equal to that target before the end of the Offer Period. Where a target is not identified on the Pitch, a Pitch is automatically successful on expiry of the Offer Period
as defined at clause 6.9
the website, mobile application or other means of accessing the Pitch, located at Crowdcube.com
Investing in start-ups and early-stage businesses involves risks, including illiquidity, lack of dividends, loss of investment and dilution, and it should be done only as part of a diversified portfolio. Crowdcube is targeted exclusively at investors who are sufficiently sophisticated to understand these risks and make their own investment decisions. You will only be able to invest via Crowdcube once you are registered as sufficiently sophisticated. Please click here to read the full Risk Warning.
Crowdcube is authorised and regulated by the Financial Conduct Authority (FCA) and the Comisión Nacional del Mercado de Valores (CNMV). This page has been approved by Crowdcube. Pitches for investment are not offers to the public and investments can only be made by members of crowdcube.com on the basis of information provided in the pitches by the companies concerned. Further restrictions and Crowdcube's limitation of liability are set out in the Investor Terms and Conditions.
Investment opportunities are not offers to the public and investors must be eligible Crowdcube members. Please seek independent advice as required as Crowdcube does not give investment or tax advice.