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Investor Terms – Last updated 29 November 2021
These Investor Terms are entered into between Crowdcube and any Investor, as defined below:
Crowdcube Capital Limited of South Entrance, Fourth Floor, Broadwalk House, Southernhay, Exeter, EX1 1TS, with the company number 09095835, which is authorised and regulated by the Financial Conduct Authority (the "FCA") (No. 650205) and
Crowdcube Europe SLU, Roselló 216, Eleventh Floor, 08012, Barcelona, Spain with company number B66254210, which is authorised and regulated by the Comisión Nacional del Mercado de Valores (the “CMNV”).
Investor: any person who wishes to subscribe for or purchase shares or other securities offered by an Offering Company or Offering Sellers in response to a Pitch made by an Offering Company.
Offering Company or Company: a company or fund that has made a Pitch available to the Investor through the Website operated by Crowdcube (occasionally Company).
Offering Sellers: individuals who are existing shareholders (either directly or beneficially) in a company and who have instructed Crowdcube to sell their shares in that company to an Investor.
SCL:Seccl Custody Limited of 20 Manvers Street, Bath, United Kingdom, BA1 1JW, with the company number 10430958, which is authorised and regulated by the FCA (No. 793200).
Crowdcube provides services relating to the arranging of the investment by the Investor in shares or other securities in or offered by the Offering Company or the Offering Sellers (the "Investment").
These terms apply to all Investments made on Crowdcube by the Investor from time to time. These terms may be updated from time to time so Investors should check the terms and conditions each time an Investment is made via a Pitch.
The definitions contained in Schedule 3 apply to these Investor Terms.
1. INCORPORATION OF OTHER TERMS AND ACCESS TO INVESTMENT OPPORTUNITY
1.1. By agreeing to these Investor Terms, the Investor acknowledges that they have also read, understood and agreed to:
1.1.2. the registration form;
1.1.4. the risk warnings and disclaimers on all pitch pages both before and after registration and login on Crowdcube;
1.1.5. the Investor Nominee Terms set out in Schedule 1 of these Investor Terms; and
1.1.6. any legal agreement presented on a Pitch (which may be with the Company or Offering Sellers rather than Crowdcube), specific to a particular Investment that an Investor applies to invest in, including without limitation, an advance subscription agreement or other convertible instrument on a convertible pitch page; the applicable bond instrument on a mini-bond pitch page; or any applicable prospectus or information sheet/note that may be presented to Investors.
1.2. In the event of a conflict between these Investor Terms and any prospectus on a Pitch, the prospectus shall take priority.
1.3. In order to use the Crowdcube platform, the Investor acknowledges that they must successfully complete Crowdcube's on-boarding process, including the Investor Assessment Questionnaire where applicable, and the Investor agrees that Crowdcube will rely on responses and confirmations given as part of the on-boarding process, which form part of the terms on which Crowdcube provides services to the Investor.
1.4. Investments are not offered to or open to the public in any jurisdiction and investors' agreement to these terms and conditions signifies they agree that the offer was not open to the public in any jurisdiction and that they are only able to invest in an investment product after becoming a member of Crowdcube. Registration and agreement to these Investor Terms allows membership, which Crowdcube may terminate alongside and in accordance with this agreement.
2.1. Notwithstanding anything to the contrary in these Investor Terms, unless indicated differently on a Pitch, the legal title of the shares in the Company will be held by Crowdcube Nominees Limited (UK company number 09820478) or by Crowdcube Nominees Europe Limited (Irish company number 709438) (both, the "Nominee"), as displayed on the Investors certificate, with the beneficial interest being held by the Investor.
2.2. The Investor appoints Crowdcube Capital Limited where the shares are held by Crowdcube Nominees Limited and Crowdcube Europe SLU where the shares are held by Crowdcube Nominees Europe Limited, on the terms of the Investor Nominee Terms in Schedule 1 to these Investor Terms to administer the holding. Any provisions and terms in these Investor Terms impacted by such a nominee structure, including without limitation, references to orders, subscription, purchase, shares, shareholding and shareholder shall be interpreted accordingly to give effect to the nominee structure. In these circumstances, the nominee company shall be the legal owner of shares in the Company and registered on the share register of the company rather than the Investor.
2.3. Any statement on a Pitch which indicates that the shares will be held directly or in the name of each individual shall override the provisions of clause 2.2
2.4. In the event of a Listing:
2.4.1. the Investor consents to the creation of a general investment account (“GIA”) into which the shares will be deposited and which will be accessible via the Investor’s Crowdcube portfolio;
2.4.2. the Investor agrees to provide any required information to Crowdcube which Crowdcube requires in order to open the GIA promptly on request by Crowdcube; and
2.4.3. subject to the Investor providing the information to Crowdcube and the Investor being eligible for a GIA, the Investor appoints SCL on the terms of the SCL Custody Terms set out at Schedule 2 to these Investor Terms to administer the holding. Any provisions and terms in these Investor Terms impacted by such the SCL Custody Terms, including without limitation, references to orders, subscription, purchase, shares, shareholding and shareholder shall be interpreted accordingly to give effect to the SCL Custody Terms. In these circumstances, Digital Custody Nominees Limited shall be the legal owner of shares in the Company and registered on the share register of the company rather than the Investor.
2.5. Further to clause 2.4 the Investor acknowledges and agrees that, if Crowdcube and SCL deem it necessary for security or compliance purpose, any proceeds of sale or withdrawals from its account shall be paid to Crowdcube’s client account before releasing any or all payments to the Investor.
3. REGISTRATION PROCESS
3.1. In registering on the Website (the "Registration Process") the Investor represents, warrants and undertakes that:
3.1.1. they are an individual who is at least 18 years old;
3.1.2. they are a resident of the United Kingdom, the European Union or a country where you may legally receive financial promotions of the nature provided by Crowdcube; and
3.1.3. they are legally entitled to invest in the investments offered.
3.2. The Investor acknowledges that any investment opportunity is only available in a country or jurisdiction where it is lawful to access investment offers and to make investments and in circumstances where it is lawful for the Investor to receive the offers for investment on Crowdcube and to make investments and where no local or national restrictions exist applicable to the Investor which would make viewing Pitches or investing unlawful. The Investor acknowledges that Pitches are not offers to the public in the United States or other countries where such an offer may be unlawful or require the Company or Crowdcube to be registered under such countries securities laws or otherwise.
3.3. During the Registration Process, the Investor must provide, and undertakes to provide Crowdcube with:
3.3.1. their full legal name;
3.3.2. their current address;
3.3.3. their valid and regularly checked email address;
3.3.4. any other information requested by Crowdcube;
and undertakes to keep the same up to date and notify Crowdcube of any changes.
3.4 Any email address supplied under clause 3.3.3 above will be verified by means of a verification email as part of the Registration Process. Temporary or otherwise artificial email addresses may result in your account being suspended or terminated, investments cancelled and forum posts removed;
3.5. The act of complying with clause 3.3 above, shall constitute express written confirmation from the Investor to Crowdcube that the email address he/she has provided to Crowdcube may be used for the purpose of receiving notices or communications from Crowdcube and any Company in electronic form and to Crowdcube or any Company making information available on a website, and requesting that Crowdcube provide a copy of this confirmation to the Company.
3.6. The Investor shall comply with such identification and other anti-money laundering requirements that Crowdcube may from time to time require. In particular, Crowdcube may require identification of Investors and information about the sources of funds being provided by the Investor in investments Crowdcube considers in its sole discretion to be substantial.
3.7. The Investor may only invest in an investment for himself in his/her own name only and shall ensure that all orders for the investment made through the Website are made exclusively on his/her own behalf.
4. CLIENT CATEGORISATION
4.1. Investors must classify themselves as either a (i) certified ‘high net worth investor’, (ii) certified ‘sophisticated investor’, (iii) self-certified as a ‘sophisticated investor’ or (iv) certified restricted investor, in each case in accordance with the FCA’s Conduct of Business Sourcebook Chapter 4.7. If you wish to change your classification you must immediately notify Crowdcube to request a different classification.
4.2. Crowdcube shall treat all Investors as retail investors for the purposes of FCA Conduct of Business Rules and non-sophisticated investors for the purposes of the European Crowdfunding Regulation, unless otherwise notified by Crowdcube.
4.3. The Investor acknowledges that Crowdcube will not supply confirmations of any orders, and/or resulting transactions, and that the investment confirmation email (as outlined below and referred to as the "Cooling Off Email") shall be sufficient and adequate reporting of the service of arranging the reception and transmission of orders and the arranging of resulting transactions, provided by Crowdcube in accordance with the FCA Handbook, Conduct of Business Rules and hereby consents to the same.
5.1. Crowdcube will charge the Investor an investment fee of 1.5% of the Subscription or Purchase Price (as defined in clause 6.13 below) subject to the minimum investment fee payable being £0.50 and the maximum investment fee payable being £250 in raises being conducted in pounds and a minimum investment fee of €0.50 and the maximum investment fee payable being €250 in raises being conducted in euros ("Investment Fee") .
5.2. Crowdcube will charge the Investor a fee equal to 5% of all sums distributed to the Investor in respect of the Investor's shares or others securities (including, but not limited to, dividends, proceeds of sale and other cash returns) or in respect of non-cash property received in consideration of the Investor's Securities, in excess of the Subscription or Purchase Price (the "Success Fee"). If the Success Fee applies, Crowdcube will distribute to the Investor 95% of any distribution which exceeds the Subscription or Purchase Price. If the sum of all distributions that have been made in respect of the Investor's shares or other securities is equal to or less than the Subscription or Purchase Price, Crowdcube shall distribute to the Investor 100% of the nominal amount of the distribution.
5.3. The Investor 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 not associated with these terms. The Investor warrants to Crowdcube that it shall pay such fees or charges and shall indemnify Crowdcube against any loss, liability, cost or expense resulting from the same.
5.4 In the event of a Listing, the Investor acknowledges and agrees that Crowdcube will charge an administration fee of 0.05% per month of the value of the Investors’ assets which are listed, subject to a minimum amount of £10 per annum (“Administration Fee”) and may in its entire discretion charge a £50 administration fee for the transfer of shares outside of the GIA if requested by the Investor. The Administration Fee may be deducted from the Investor’s balance in its GIA or any funds held by Crowdcube on behalf of the Investor. If the Investor has insufficient funds to pay the Administration Fee, the Investor authorises Crowdcube to instruct SCL to securities in order to pay for the fees.
6. INVESTMENT PROCESS
6.1. The Investor will be entitled to place a revocable order to subscribe for or purchase shares or other securities in a Company in any Pitch on the Website for a period (the "Offer Period") ending on the date specified by the Company on the Pitch.
6.2 Where a share price is indicated on the Pitch, any such revocable order shall be in multiples of the indicated share price which may be subject to alteration in accordance with clause 6.15 below.
6.3 The date of the Offer Period may be updated from time to time and Crowdcube reserves the right to end Pitches early or extend the Offer Period in its absolute discretion.
6.4 The subscription or purchase agreement for the investment is between the Investor and Company and Offering Sellers (where applicable) such that the offer from the Investor is to the Company or Offering Sellers and not to Crowdcube. The Company may accept or reject any order up until expiry of the period set out in the Cooling Off Email as set out in clause 6.6 below.
6.5 Where the investment is for the purchase of shares from Offering Sellers, unless otherwise specified on the Pitch or in the Cooling Off Email:
6.5.1. the Offering Sellers and the Company are parties to the contract to invest;
6.5.2. the Company will give the Warranties set out in the Cooling Off Email relating to the business;
6.5.3. the Offering Sellers (or Crowdcube Nominees on their behalf) will give warranties relating to their ownership of the shares only.
6.6. The Investor shall put in place payment arrangements to ensure that the Subscription or Purchase Price and the Investment Fee is paid in accordance with clause 6.13 below. This may require the Investor to agree to a payment service provider’s terms and conditions or otherwise provide satisfactory evidence of payment to Crowdcube. It is the Investor’s responsibility to ensure that any such payment arrangements are established and maintained and that monies are transferred in accordance with clause 6.13 below.
6.7. If a Pitch is Successful, the Company will instruct Crowdcube to circulate a copy of the Company's proposed articles of association or relevant constitutional documents, shareholder’s agreement and convertible instrument (if applicable) to each Investor by email titled “Review your investment in” (the “Cooling Off Email”), and to request that each Investor either cancel their order through the portfolio section of the Website or inform Crowdcube by email within the time period specified in the email if they no longer wish to proceed with the Investment.
6.8. The Investor acknowledges that it is their responsibility to carefully review the Cooling Off Email and any attached documents.
6.9. If Crowdcube receives no cancellation request (either by email or through the cancel investment function in the portfolio) from the Investor within the time period specified in the Cooling Off Email, the Investor will be deemed to have confirmed their order and the Company or Offering Sellers will accept their order. Such an order will become a legally binding contract to invest between the Company and the Investor upon expiry of the time period set out in the Cooling Off Email, with completion of the investment conditional upon the Company receiving payment from the Investor and subject to the completion conditions set out in clause 6.11 below.
6.10. If for any reason the Cooling Off Email is not received by an Investor or an Investor’s response to the Cooling Off Email is not received by Crowdcube (whether this is known or notified to Crowdcube or not), otherwise than as a result of fraud or gross negligence by Crowdcube, Crowdcube shall not be liable to the Investor or the Company for any losses, claims or damages suffered by the Investor, and Crowdcube shall be entitled to proceed on the assumption that the Investor has received the email and wishes to proceed with the Investment.
6.11. Subject to clause 6.11, the contract to invest between the Investor and the Company or the Offering Sellers is subject to the following completion conditions:
6.11.1 where a minimum target has been identified on the Pitch, at least 90% of the initial target investment amount set out on the Pitch shall be received by the Company from Investors unless Crowdcube determines, in its absolute discretion, that the investment amount confirmed or received is adequate in the circumstances. Companies that are subject to the European Crowdfunding Regulation, regardless of their country of origin, shall receive from Investors 100% of their minimum funding target.
6.11.2 the Warranties being true and there being no actual or contemplated material change to the Company or the investment round, either before or after the expiry of the Cooling Off Email and prior to the issue of shares to Investors (whether change is material to be determined by Crowdcube in its sole discretion);
6.11.3 confirmation of satisfaction of any specific conditions set out in the Legal Review or KIIS; and
6.11.4 payment of all fees and commissions due from Company to Crowdcube.
6.12 Crowdcube (and not the Company or Investor) has absolute discretion to determine whether the conditions set out in clause 6.12 above are satisfied at any time during the completions process prior to the issue or transfer of shares to the Investor by the Company or the Offering Sellers. If Crowdcube determines a condition is not satisfied, Crowdcube may in its absolute discretion:
6.12.1 recirculate the Cooling Off Email to Investors, to include, as required by Crowdcube, the articles of association, relevant constitutional documents, shareholder’s agreement and convertible instrument (if applicable) of the Company alongside a disclosure statement detailing the failed condition. This email shall also request that each Investor inform Crowdcube by email within the time specified in the email if they no longer wish to proceed with the Investment. If Crowdcube receives no response from the Investor within the stated time period, the Investor will be deemed to have confirmed his order in the same manner as clause 6.7 and subject to clauses 6.11 and 6.12; or
6.12.2 determine that the investment opportunity is cancelled, either before or after the expiry of the time period in the Cooling Off Email. In these circumstances, if the time period set out in the Cooling Off Email to Investors has expired, the contract to invest shall not complete and there shall be no legally binding contract. Clause 6.15 below shall apply in these circumstances.
6.13. If a Pitch is Successful, when the Investor places an order to subscribe for or purchase shares in a Company, and subject to non-revocation at expiry of the Cooling Off Email, an agreement shall then subsist between the Investor and the Company and the Offering Sellers (if applicable), or a third party on behalf of the Company, to transfer the Subscription Price in the case of a subscription for new shares in a Company or the Purchase Price in the case of a purchase of shares from the Offering Sellers for the relevant Investment (the "Subscription or Purchase Price") to the Company. Shares, debt securities or units in the Company will be issued or transferred to the Nominee (or where appropriate, the Investor) by the Company or the Offering Sellers and the Subscription or Purchase Price will be transferred to the account of the Company or the Offering Sellers following the end of the Offer Period and the Investment Fee will be transferred to Crowdcube. If the Pitch is not Successful or any completion condition set out in clause 6.9 or 6.12 is not satisfied, then no such agreement between the Investor and the Company shall arise.
6.14. If the Pitch is not Successful or the order not completed for any reason, the Investor's order will not be transferred to another Pitch or Company, and no substitute service will be provided. The Investor confirms that should a Company not ultimately attain the stated desired target level of investment as set out in its Pitch, as a result of withdrawals after the expiry of the Offer Period, or failure by other Investors to transfer the Subscription or Purchase Price, neither the Company nor Crowdcube is required to inform the Investor of this failure, and the Investor may still be required to purchase the shares he/she ordered, provided that the conditions in clause 6.9 and 6.11 are met. If the conditions in clause 6.7 or 6.11 are not satisfied for any reason, the agreement for investment between the Investor and Company (and the Offering Sellers, if applicable) will not complete and Crowdcube will use its reasonable endeavours to arrange for the Company to cancel the Investment made by the Investor and, if payment has already been made, require the Company or Offering Sellers to return the Subscription or Purchase Price to the Investor. The Investor consents to Crowdcube releasing such information as is reasonably necessary, to the Company to allow such return of the Subscription or Purchase Price, and the Investor undertakes to co-operate with Crowdcube and the Company, including in relation to any transaction fees or charges, to facilitate the cancellation of the Investment and the return of the Subscription or Purchase Price.
6.15 The Subscription or Purchase Price shall be the amount indicated by the Investor as part of their revocable order on the Pitch, less any fees (and stamp duty where applicable and stated on the Pitch or in the Cooling Off Email) due in accordance with these Investor Terms unless adjusted in accordance with this term. In the event of any required adjustment (including, without limitation, as a result of a change of valuation or error), an updated share price (or price per share, which includes any applicable stamp duty) shall be supplied in the Cooling Off Email or in Legal Review or KIIS , and the Subscription or Purchase Price shall be revised down to the nearest whole share multiple. Where an Investor has pre-authorised any payment through a third party payment provider, the payment that is taken shall also be revised down to the new Subscription or Purchase Price.
6.16 The terms relating to the provision of any rewards for investment advertised on the Pitch shall constitute part of the agreement formed between the Investor and the Company pursuant to clause 6.9. Crowdcube shall not be responsible for the provision of such rewards and shall not be liable for any delay or failure of the Company in the provision of such rewards.
6.17 The Warranties are made by the Company to the Investor. Crowdcube accepts no responsibility for enforcing any Warranties. Any Investor who seeks to enforce any of the Warranties shall bear all costs incurred in connection with such enforcement.
6.18 At any time prior to the expiry of the Cooling Off Email, Crowdcube may cancel any order of Investment made by the Investor that Crowdcube deems, in its absolute discretion, to be malicious or otherwise detrimental to Company, Offering Sellers or Crowdcube. This includes, without limitation, Investments placed for the purpose of disrupting or causing the closure of the Company’s Pitch where the Investor has no intention of paying the Subscription or Purchase Price. The Investor shall indemnify Crowdcube for any loss, liability, cost or expense incurred by Crowdcube in connection with the removal of an Investment pursuant to this clause.
6.19 In the event that the Investor is connected with the Company, he/she shall be deemed to have waived any right he/she may have to cancel his/her Investment pursuant to clause 6.6. In this clause 6.19, “connected with” means being:
6.19.1 a director of the Company;
6.19.2 a person named in the “Team” section of the Company’s Pitch; or
6.19.3 a spouse, Civil Partner, parent, child, sibling of any person included in the categories set out at clauses 6.19.1 and/or 6.19.2.
7. INVESTMENTS AND NEXT OF KIN
7.1 Investors are encouraged to ensure that arrangements are put in place for their next of kin to be informed of their order and the Crowdcube process, and that instructions are provided to enable the Investor's order to be withdrawn before it is converted to an irrevocable order on the occurrence of the Investor's death, insolvency or incapacity.
7.2 Crowdcube accepts no responsibility or liability for orders not being withdrawn before being converted to a firm order through the failure of the Investor to put in place such an arrangement, or the failure of the next of kin to communicate a withdrawal.
7.3 Investors, or in accordance with clause 7.1, their next of kin, are entitled to withdraw their order at any time prior to it becoming a firm order upon the expiry of the Cooling Off Email as set out in clause 6.6 above.
8. COMPANY ARTICLES, BOND INSTRUMENT OR OTHER DOCUMENTATION
8.1 The Investor acknowledges that, as a consequence of them becoming a shareholder or beneficial owner of a Company, they shall be subject to the provisions of the Company’s articles of association or other constitutional documents of the Company (which constitute an agreement between each of the Company’s shareholders and between the shareholders and the Company itself), convertible instrument (if applicable), bond instrument or any other documents indicated to the Investor in the Legal Review, KIIS or Cooling Off Email (together, “the Constitutional Documents”).
8.2 The Constitutional Documents will include certain restrictions on the shares or other securities and obligations will attach to such shares or other securities.
8.3 The articles of association will be in substantially the form notified to the Investor by Crowdcube in the Cooling Off Email referred to in clause 6.7 above and/or as set out on the Pitch and may be subject to other documentation or disclosures.
9. REGULATION AND LIABILITY
9.1 The Investor acknowledges that Crowdcube's affiliates, and/or the proprietors, officers or employees of Crowdcube and/or such affiliates may consider expressing interest or subscribing for or purchasing shares in a Company. If the Investor becomes aware of this, they agree not to rely upon the same in making a decision whether to invest in a Company, and confirms that any decision by them to invest in an Company is not based upon any representation, information, action, omission or otherwise of Crowdcube, its subsidiaries or affiliates or the proprietors or employees of Crowdcube, its subsidiaries or its affiliates.
9.2 The Investor acknowledges that Crowdcube approves each Pitch as a financial promotion (unless an exemption applies, which will be stated in a blue box on the Pitch) but does not provide advice or any form of recommendation regarding the suitability or quality of the Investment. The Investor acknowledges that the approval of the Pitch as a financial promotion by Crowdcube, or the investment in a Companyby any person referred to in clause 9.1 is not an indication of approval of the Pitch generally, and the Investor confirms that it shall take no inference from or make any reference to the same.
9.3 The Investor acknowledges and accepts that the Website includes a forum which may be a part of an Company's Pitch which is intended as a service to Companies to put them in contact with Investors, and also that Crowdcube's investigation of the Companies and the content of their Pitches is limited as set out in the Due Diligence Charter, and accordingly Crowdcube makes no warranty or representation and assumes no liability in respect of the Companys or the content of their Pitches or posts on the forum. The Investor must make their own assessment of the viability, accuracy and prospects of the Companies, their Pitches, and any relevant investment propositions and should consult their professional advisers should they require any assistance in making such an assessment or should the Investor require any services whatsoever in connection with Crowdcube. In particular, the attention of the Investor is drawn to the disclaimer, risk warning and regulatory notice on each Pitch.
9.4 The Investor warrants, represents and undertakes to Crowdcube that (i) the Investor has categorised himself or herself correctly under clause 4.1 above; (ii) shall comply with any terms and conditions associated with the use of the forums on the Website, and in particular undertakes not to post any illegal, defamatory or inappropriate material or advice to invest and acknowledges that Crowdcube will in its absolute discretion have the power to determine whether posts by Investors breach this clause 9.4 or are otherwise inappropriate and may be removed by Crowdcube.
9.5 The Investor acknowledges that Crowdcube does not provide the Investor with any advice or recommendations in relation to investments. Nevertheless it is typically considered prudent for Investors to consider spreading their risk over multiple investments and Crowdcube encourages this approach.
9.6 The Investor acknowledges that in approving the Pitch as a financial promotion, Crowdcube has concluded that the Pitch, taken as a whole in the context of the above, is fair, clear and not misleading. The Investor acknowledges that Crowdcube has reviewed any factual statements included within the Pitch and obtained evidence of their accuracy from the Company. The Investor acknowledges Crowdcube has completed, or will complete the steps outlined in the Due Diligence Charter (as may be amended from time to time). However, the Investor's attention is drawn to the fact that the evidence is obtained from the Company itself and has not been audited by Crowdcube, which means that it may contain inaccuracies, be incomplete or be a forgery.
9.7 The Investor acknowledges that Crowdcube has checked that aspirational statements contained within the Pitch are phrased appropriately in light of their speculative nature. However, the Investor acknowledges that the Company is likely to be a start-up company and as such may have high ambitions which may be unachievable and exaggerated. The Investor acknowledges that Crowdcube may approve statements that convey those ambitions even where it does not believe, or does not have a view on whether it is likely, that they will be fully realised and the Investor acknowledges that Crowdcube encourages Investors to consider the information provided in the context it is being provided.
9.8 The Investor acknowledges that Crowdcube makes no representation, warranty or undertaking relating to any claims made by Companies, including, without limitation, that the Company and the Investment will qualify for or be subject to any tax benefits such as EIS and SEIS or that these tax benefit are pending approval of HMRC. Investor acknowledges and agrees that tax benefits may change or be disqualified and shall not hold Crowdcube liable for any loss arising as a result of a tax benefit (including , without limitation EIS or SEIS) not applying to an Investment, including without limitation in circumstances where tax has been ‘clawed back’ from an Investor by HMRC.
9.9 The Investor acknowledges that tax treatment depends on the individual circumstances of each Investor and may be subject to change in future.
9.10 Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their agents or employees nor for fraud by or on behalf of either party. Nothing in this Agreement shall limit any liability to the extent that liability may not be excluded or limited by any applicable law or regulation.
9.11 With the exception of clause 9.10 above, Crowdcube's liability (which shall include Crowdcube’s affiliate or group companies, including Crowdcube Ltd; and directors, officers and employees of Crowdcube Limited, Crowdcube Capital Limited,Crowdcube Europe SLU, Crowdcube Nominees Europe Limited and Crowdcube Nominees Limited and their directors and officers) in contract, tort, negligence, pre-contract or other representations or otherwise arising out of this agreement or the performance of its obligations under this agreement shall be limited in aggregate to the lesser of (a) the total amount invested in the Pitch by Investor on Crowdcube up to the date of the event leading to the claim; or (b) £1,000 or the equivalent in euros.
9.12 Crowdcube shall not 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.
9.13 Any money or assets held by Crowdcube (or any subsidiary or holding company of Crowdcube) for the Investor 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.
10.1 Subject to clause 10.2, the Investor may terminate this agreement on 7 days' written notice to Crowdcube.
10.2 If an Investor has an outstanding or incomplete order for investment in any Company which has not been resolved in accordance with clause 6, the Investor may only terminate this Agreement if they have (i) served written notice by email on Crowdcube; and (ii), has withdrawn his/her order from the ongoing Pitch either via the Pitch, or by responding to the confirmation email confirming his/her withdrawal. If an Investor has an outstanding or incomplete order for investment, which has become binding in accordance with these terms, the Investor cannot terminate this agreement.
10.3 Crowdcube may terminate this agreement at any time in the event that:
10.3.1 the Investor breaches these Investor Terms; or
10.3.2 Crowdcube suspects that the Investor has been involved in any criminal or otherwise improper activities,
and the Investor's use of the Crowdcube platform will be terminated.
10.4 If Crowdcube terminates this agreement in accordance with clause 10.4 whilst the Investor has placed an order that has not been completed by the issue of shares in the relevant Company, Crowdcube reserves the right to inform the Company of the termination and take such steps as are necessary to ensure that the Investor's order is not completed.
10.5 Clauses 6, 7, 8, 9, 10.5, 10.6, 12, 16, 17 and 18 shall survive termination of this agreement and if an Investor has made an application to invest or has invested in an Company through Crowdcube then any clause in this agreement that is required in order to administer that investment in accordance with these terms, the Investor Nominee Terms or regulatory requirements shall also survive termination.
11. EARLY DRAWDOWN OF FUNDS
11.1 This clause applies where the Investor has entered into a binding subscription agreement with the Company and transferred the applicable Subscription Price ("Pre-Committed Investment") to the Company prior to the Cooling Off email referred to in clause 6.7 being sent.
11.2 Where this clause applies, the Investor:
11.2.1 agrees that the Company may draw down and spend the Pre-Committed Investment at any time after the receipt of such Pre-Committed Investment and that there is no guarantee that any further funds will be raised via the Pitch;
11.2.2 waives any right he or she may have to cancel the Pre-Committed Investment in accordance with clause 6.6 or otherwise;
11.2.3 agrees that completion of the Pre-Committed Investment shall not be subject to the conditions set out in clause 6.11 and that Investor may be subject to additional risks of investment which are outside of Crowdcube’s control;
11.2.4 agrees that, in the event that the Pitch is cancelled for any reason, the Company shall be solely responsible for issuing the shares in respect of the Pre-Committed Investment; and
11.2.5 acknowledges that the delay between receipt of the Pre-Committed Investment and the issue of shares in respect of such Pre-Committed Investment may prejudice any tax relief to which the Investor may otherwise be entitled and agrees to take professional tax advice as required.
12. COMPLAINTS AND QUERIES
12.1. Should an Investor have any complaints or queries about the services provided by Crowdcube Capital Limited or this agreement, they should contact Crowdcube on 01392 241319 or by writing to Crowdcube at the Broadwalk House (South), Southernhay East, Exeter, EX1 1TS.
12.1.1. Complaints may subsequently be addressed directly to the UK Financial Ombudsman Service - contact details as follows:- 0300 123 9 123 or 0800 023 4567 FREE.
12.1.2. Investors are treated as customers of Crowdcube and may therefore have the potential to be compensated out of the Financial Services Compensation Scheme in the event that Crowdcube should fail in the conduct of its FCA regulated activities. However, Investors will not be able to claim under the Financial Services Compensation Scheme merely because a Crowdcube Company company fails or does not perform to expectations.
12.1.3.Communications shall be in the English language.
12.2. Should an Investor have any complaints or queries about the services provided by Crowdcube Europe SLU or this agreement, they should complete the following questionnaire. Investors could also contact Crowdcube on xxxxxxxxxx or by writing at Roselló 216, Eleventh Floor, 08012, Barcelona, Spain.
12.2.1. Communications shall be in the Spanish language.
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.
14. 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.
15. ASSIGNMENT AND VARIATION
15.1 The provisions of this agreement shall not be assigned, transferred, mortgaged, charged or otherwise encumbered by the Investor without the written consent of Crowdcube and the Company. Crowdcube may assign this agreement without restriction subject to compliance with applicable law and regulation.
15.2 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives) and the Company. If any clause is deemed invalid or unenforceable, it shall not impact upon the remainder of this agreement which shall remain in force.
16.1 Any notice or other communication required to be given to a party or the Company under or in connection with this agreement 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 on Crowdcube is [email protected]
16.2 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.
17. THIRD PARTY RIGHTS
This agreement does not confer any rights on any person or party pursuant to the Contracts (Rights of Third Parties) Act 1999 other than the parties to it, except that the Company will be entitled to enforce all its rights and benefits under this agreement at all times as if party to this agreement.
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 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).
See schedule 1, here.
See schedule 2, here.
See schedule 3, here.
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. Further restrictions and Crowdcube's limitation of liability are set out in the Investor Terms and Conditions. Please seek independent advice as required as Crowdcube does not give investment or tax advice.