Membership Terms and Conditions

1. Property Crowd services

1.1

Property Crowd® is a trading name of Global Alternatives Operations Limited which is an Appointed Representative of Gallium Fund Solutions Limited (“Gallium”) which is authorised and regulated by the Financial Conduct Authority under firm reference number 487176. References in these Terms and Conditions to “Property Crowd”, “we”, “us” and “our” are to Global Alternatives Operations Limited.

1.2

The Property Crowd service entails bringing investments in real estate-backed securities to the attention of our membership, facilitating members’ investment into those securities and reporting to our members on the progress of their investments.

1.3

The Property Crowd services are provided by Global Alternatives Operations Limited, except that the services that entail the holding of your money and investments are provided directly to you by Gallium. We and Gallium are bound by the rules of the Financial Conduct Authority in the delivery of the Property Crowd services.

1.4

The details of each investment opportunity are presented to our members in the Deal Room. We are reliant on the provision of information in the Deal Room by third parties for whom we are not responsible. We try to keep the materials readable and to the point: if you think the information you receive could be clearer or if you want further information, please do contact us through the website.

2. How membership works

2.1

In order to become a member of Property Crowd, you need to submit a Membership Application by creating a username and password and providing us with your Investor Details.  Once you have submitted your Membership Application, you must be approved by us. We reserve the right to reject applications on such grounds as we see fit, including, without limitation, your capacity to be bound by these Terms and Conditions, the laws and regulations of the jurisdiction in which you live or of which you are a citizen, or your investment capacity.

2.2

Our services are only available to professional clients and certain high net worth and sophisticated clients who are eligible to invest in non-readily realisable securities. We will provide professional clients the protections afforded to retail clients under the Financial Conduct Authority’s rules, but such professional clients will not have the right to refer complaints to the Financial Ombudsman Service.

2.3

We will carry out identity and fraud checks on you as a prospective member or investor, using third party agencies. We use our own internal guidelines and policies when assessing applications but retain complete discretion. If we cannot get adequate information from the third party agency, then we will ask you to send us copies of the relevant identification documents (such as a certified copy of your passport and a proof of address) and any supporting evidence that we may require. If you do not provide all appropriate identification documents you will not be able to invest. We may also suspend your membership at any time if we believe it is appropriate in order to comply with our legal obligations. For more details about how we use your information, please refer to our Privacy & Cookies Policy.

2.4

Once you become a member, you will be given access to detailed information about the investment opportunities available on Property Crowd.

3. Application of these Terms and Conditions to members

3.1

As a member of Property Crowd you are bound by these Terms and Conditions in relation to your use of the website and your participation in investment opportunities. You are also bound by our Privacy & Cookies Policy, which shall be treated as if it were included within the Terms and Conditions. If you do not agree to the Terms and Conditions, you must stop using the website immediately and notify us so that we may cancel your membership.

3.2

If you represent a non-natural person, such as a body corporate, partnership or unincorporated association, you must only do so if you have the authority to bind that person to these Terms and Conditions. Investment opportunities are only available to members, so the Membership Registration and the Investment Subscriptions should all be completed in the name of the same entity that will invest.

4. The investment process

4.1

Each investment that an investor makes will be governed by the deal specific documents and information pertaining to that investment (such as the Investment Details and the terms of the subscription you complete), these documents and information will collectively be referred to as the Deal Room or as information contained in the Deal Room. Where there is an inconsistency between the Deal Room and these Terms and Conditions, any contents of the Deal Room shall prevail over these Terms and Conditions.

4.2

For investments in bonds the Deal Room includes, but is not limited to, the Bond Instrument and the Term Sheet, which govern the investment. Those documents form the contractual basis upon which the bond is issued, and the mechanics by which you will acquire and may deal with the bonds.  These bond investments may be pre-funded in which case your investment will be a subscription to purchase such bonds from pre-funding investors pursuant to the Term Sheet in the Deal Room.

4.3

Your Investment Subscription will stipulate the size of investment you wish to make. This Investment Subscription is confirmed through the Investment confirmation page. Even if you are a member, we may, at our discretion, not accept your application to invest in a particular investment. This may, without limitation, be because the offer is over-subscribed or under-subscribed or because of legal or regulatory matters. Subject to these conditions and arrangements made outside of the Property Crowd platform, we will allocate investment subscriptions through the Property Crowd platform on a first-come, first-served basis. Under situations where a particular investment is over-subscribed or where the funding target is met early, the closing date of an investment may be moved forward.

4.4

Although we will not facilitate investment where we are aware that it is illegal, it is your responsibility to ensure that you have complied with any relevant legal or regulatory restrictions that would prohibit you from investing.

4.5

We do not provide investment advice, legal advice or tax advice. In particular, we will not assess the suitability of an investment in light of your personal circumstances and you are responsible for making your own investment decisions. If you are in any doubt as to your own personal circumstances, you should seek such advice from an appropriately qualified professional.

4.6

We, or an associate of ours, may offer a secondary market in securities so that you will be able to sell your investments. Until such market is established, there will be no recognised and/or organised market for you to sell your investments.

5. How your money and investments will be held and returns paid out

5.1

If we accept your Investment Subscription, we will provide you with bank account details into which you should transfer your subscription amount. Payment must be made by electronic transfer from an account in your name with a bank or credit institution that is acceptable to us (your “Nominated Account”). Payment will be received into your Property Crowd Account (a Gallium Client Account), where subscriptions will be held pending investment.

5.2

If the investment proceeds, you will be awarded an allocation, which may be all or a fraction of the subscription amount you specified. The allocation shall be paid from your Property Crowd Account to the Issuer or pre-funding investor[s], as appropriate, and the corresponding securities will be registered in the name of Gallium’s nominee and held for your benefit. Rights attaching to the securities will be set out as described in section 4.1 and 4.2 of these Terms and Conditions.

5.3

Any of your subscription that is not allocated will be held in your Property Crowd Account and returned to your Nominated Account if so requested by you. If you require payment to be made to an account other than your Nominated Account, you must contact us by email to make the request and provide a reason why the payment cannot be made into your Nominated Account. The different account must be in your name and be held with a bank or credit institution. We will not, in any event, be obliged to pay money to an account other than your Nominated Account.

5.4

Distributions and sale proceeds will first be credited to your Property Crowd Account and will then be paid into the account from which they were received if requested. We may be required to withhold basic rate tax on certain payments that are due to you. It is your responsibility to claim back any tax due and account for any taxes that may be payable to the appropriate authorities.

5.5

Should you wish to withdraw funds from your account at any time, please enter your request in the dashboard tab of the member area. We will then instruct our Custodian to process your request and aim to remit the funds to the same account from which they were received within 5 working days.

5.6

If you want us to hold money in your Property Crowd Account that has not been allocated in order to invest in future opportunities, you may do so. No interest is payable on money held in your Property Crowd Account and no fees are charged in respect of establishing the account. If the bank at which the Property Crowd Account is held becomes insolvent, you may be entitled to compensation pursuant to the Financial Services Compensation Scheme (see clause 11).

5.7

You can monitor the investments and money in your portfolio in the member area of the Property Crowd website. We will post relevant accounts and reports that we receive from the investee company.

6. Your membership security details

6.1

You will be required to provide your email address and (unless you log on via LinkedIn or another third party) a password to register as a member. These registration details and password are unique to your individual Property Crowd membership and are not transferable.

6.2

Your registration details and password are how we identify you, so you must keep them secure at all times. You are responsible for all information and activity on the platform by anyone using your details. If you authorise an agent, family member, employee or sub-contractor to use your Property Crowd Account you will be responsible for their activity on the platform. Any breach of security, loss, theft or unauthorised use of your security details must be notified to us immediately. We reserve the right not to act on your instructions where we suspect that the person logged into your Property Crowd Account is not you or we suspect illegal or fraudulent activity or unauthorised use.

6.3

You agree not to adapt or circumvent the systems in place in connection with the platform, nor access our systems other than by using the credentials assigned to you and by following the instructions that we have provided for that type of connection.

7. Confidential Information

7.1

As a member of Property Crowd you acknowledge that the information contained in the Member Area of the Property Crowd website contains Confidential Information. As used herein, “Confidential Information” includes all information contained in the Member Area of the Property Crowd website that is non-public, proprietary, or confidential information, including, without limitation, information relating to business affairs, operations, proprietary information and technology, intellectual property, trade secrets, pricing policies, market studies and forecasts, competitive analyses, the names and substance of agreements with investors and prospective customers, and third-party information subject to a confidentiality obligation that Property Crowd is permitted to disclose.

7.2

As a member of Property Crowd you agree, except as otherwise required by law, (i) not to disclose any Confidential Information other than to your affiliates and/or representatives for the purpose of assisting you with respect to your investment decision, and (ii) not to make any use whatsoever at any time of Confidential Information except to evaluate and discuss and complete your investment through Property Crowd. This obligation continues even if you decide to cancel your membership in Property Crowd.

7.3

There is certain information that is not Confidential Information. Property Crowd agrees that your obligation to keep materials confidential does not include any information that (i) is or becomes generally available or known to the public except through breach of these obligations, (ii) was rightfully in your possession prior to your access to the Member Area, (iii) was rightfully disclosed to you by a third party having no obligation of confidentiality, or (iv) was independently developed by you without use of or reference to any Confidential Information.

8. Fees payable by you and other charges we receive

8.1

Property Crowd does not charge fees directly to investors. We generally receive fees from the company that issues the securities (the “Issuer”) for subscriptions on Property Crowd. For example, Property Crowd may receive a bond placement fee and/or a bond closing fee from the Issuer for a debt investment.

8.2

We may charge fees directly to you where specified. For example, we may charge fees to investors in respect of the sale of investments pursuant to clause 4.6.

8.3

Property Crowd will receive fees from parties related to a bond investment. For example, Property Crowd may receive an arrangement fee from the principal lender upon completion of a bond investment.

8.4

Third parties may charge fees to the Issuer in accordance with the provisions of the relevant investment.

9. Terminating your membership

9.1

If you no longer want to be a member of Property Crowd, and provided you have no investments with us, you can let us know by email and we will end your membership straight away.

9.2

If you hold investments through us, any cancellation of your membership will not affect the charges we will levy to the Issuer and we will continue to maintain your account in accordance with clause 5.

9.3

Subject to 9.2, we may end your membership rights to receive information about or participate in new investments at any time and for any reason, including but not limited to breach of these Terms and Conditions, applicable law, mis-use of our website or account inactivity for a period of 12 months or more.

9.4

Termination shall not affect the terms of any investment you have entered into.

9.5

In the event of our insolvency, Gallium will continue to hold your money pending investment, but will not facilitate any new investments. Gallium will notify you of changes to reporting processes in such event.

9.6

In the event of our insolvency, Gallium will continue to hold your investments. Gallium will notify you of changes to reporting processes in such event.

9.7

In the event of Gallium’s insolvency, we shall attempt to find an alternative services provider to enable the platform to continue to function.

10. Conflicts of interest

10.1

We shall identify, manage and, where appropriate, disclose any material conflicts between your interests and our own interests or the interests of third parties we deal with in accordance with our Conflicts of Interest Policy. Disclosure in respect of a particular investment shall be contained in the Deal Room. You may request to see a copy of the Conflicts of Interest Policy upon request.

10.2

In bringing investment opportunities to you, we will generally interact with the parties establishing the issuing companies you invest in and the real estate assets that they acquire, and we or an associate may charge fees in connection therewith.

11. Complaints and Compensation

11.1

We and Gallium have established procedures in accordance with the Financial Conduct Authority’s rules for the effective consideration of complaints. Our complaint handling procedure is available on request by contacting us.

11.2

If, having given us the opportunity to resolve your complaint, you remain unhappy, you may have rights to refer the matter to the Financial Ombudsman Service at South Quay Plaza, 183 Marsh Wall, London E14 9SR. Telephone 0800 023 4567 or email complaint.info@financial-ombudsman.org.uk. Professional clients are not eligible for the Financial Ombudsman Service.

11.3

Gallium participates in the Financial Services Compensation Scheme (FSCS). You may be entitled to compensation from the FSCS if we or Gallium owe you money in connection with the Property Crowd Service and are unable to pay it. The maximum compensation available is £50,000.

11.4

If the bank with which your Property Crowd Account is held becomes insolvent, this will not be our or Gallium’s responsibility. The maximum compensation available in respect of money held in a bank account is £85,000.

11.5

Further details are available on request or are available from the FSCS, whose address is 7th Floor, Lloyds Chambers, Portsoken Street, London, E1 8BN and telephone contact details are 0800 678 1100 or email: enquiries@fscs.org.uk or www.fscs.org.uk.

12. Intellectual property rights

12.1

Subject to clause 12.3 below, as between you and us, we own all present and future copyright, registered and unregistered trademarks, design rights, unregistered designs, database rights and all other present and future intellectual property rights and rights in the nature of intellectual property rights existing in or in relation to the platform.

12.2

If and to the extent that any such intellectual property rights vest in you by operation of law or otherwise, you agree to do any and all such acts and execute any and all such documents as we may reasonably request in order to assign such intellectual property rights back to us.

12.3

You shall retain ownership of all copyright in data you upload or submit to the platform. You grant us a world-wide exclusive, royalty-free, non-terminable licence to use, copy, distribute, publish and transmit such data in any manner.

13. Liability

13.1

You shall be liable to us for any loss or damage suffered by us as a result of any breach of these Terms and Conditions or the terms of any investment you make through Property Crowd.

13.2

We shall not be liable to you for any loss or damage which you may suffer as a result of being a member of Property Crowd or using the Property Crowd services, except where such loss or damage arises from our breach of these Terms and Conditions or was caused by our negligence, wilful default or fraud. We are not responsible for any breach of these Terms and Conditions arising from circumstances outside our reasonable control. Our total liability to you in connection with these Terms and Conditions, your membership of Property Crowd and your use of the services provided via the platform shall not exceed the amount of money you have invested giving rise to the liability.

13.3

Nothing in these Terms and Conditions shall limit our liability for personal injury or death, fraud, nor for any other liability the exclusion or limitation of which is not permitted by applicable law or regulation.

14. Contacting us

14.1

Should you have any questions about these Terms and Conditions, or wish to contact us for any reason whatsoever, please contact us using the details on the Property Crowd website.

15. Amendments to these Terms and Conditions

We expect to need to update or amend these Terms and Conditions from time to time to comply with law or to meet our changing business requirements. We may make such changes without your specific agreement where those updates are, in our reasonable opinion, of an immaterial and routine nature and may not always be able to give you advanced notice of such updates or amendments but we will always post them on our website so you can view them when you next log in. By continuing to use the Property Crowd service, you agree to be bound by the terms of any such updates and amendments.

16. General

16.1

If any of these Terms and Conditions is found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the remainder shall, so far as possible, continue in full force and effect.

16.2

No single or partial exercise, or failure or delay in exercising any right, power or remedy by us shall constitute a waiver by us of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these Terms and Conditions or otherwise.

16.3

We and Gallium may exercise any of our rights or discharge our obligations under these Terms and Conditions in our or Gallium’s own capacity or through any company or other legal entity which has all relevant legal authorisations, licences or permissions to discharge those functions.

16.4

These Terms and Conditions are governed by and to be construed in accordance with English law. In the event of any matter or dispute arising out of or in connection with these Terms and Conditions, you and we shall submit to the non-exclusive jurisdiction of the English courts.

By confirming your registration, you accept these terms and conditions.

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