Re-launching the next generation of property investment

This page tells you the terms on which you my use this site (www.PropertyMoose.co.uk) (the “Site“). By using the Site, you confirm that you accept the terms and conditions of use contained on this page and any page referred to within it (the “Terms“) and you agree to be bound by them. If you do not agree to the Terms, please refrain from using the Site. In you decide to invest via the Site, you do so on the Terms and by doing so confirm and warrant that you accept the Terms in their entirety. By joining the site as a member you acknowledge that he have read, understood and agree to the Terms and our Privacy Policy (which can be found at www.propertymoose.co.uk/app).

1. INFORMATION ABOUT US 1.1 The Site is operated by Property Moose Limited, a company registered in England & Wales with company number 08522544) with the registered address 140 Tabernacle Street, London, EC2A 4SD - (“Property Moose”/”we”/”us”/”our”). We are an Appointed Representative of Sapia Partners LLP who are authorised and regulated by the Financial Conduct Authority (550103). We are also registered with the Information Commissioners Officer as a data controller (ZA046113).

1.2 The Site provides you with information on properties or companies which, should you decide to do so, you may invest in by acquiring shares in a special purpose limited company incorporated to make the investment (an “SPV”). We do not and are not providing any advice on the quality or viability of any property or investment and we do not provide general or specific investment advice. Any decision to invest in an SPV advertised on the Site is solely your own and you must only do so after conducting sufficient due diligence and seeking your own independent advice. Please remember, property prices can go down as well as up and any estimated, targeted or other specified yields or returns are purely indicative based on our estimations of the market and expected returns. Unless otherwise specified, any yields or returns are not guaranteed by us and are subject to the performance of the property market.

2. ACCESSING OUR SITE 2.1 Access to the Site is permitted by us on a temporary basis and we reserve the right to withdraw or vary the Site without notice. We will not be liable for any loss, damage, costs, expenses or any other thing whatsoever (including special damages and consequential loss) (together “Damages”) if the Site is unavailable at any time or for any period.

2.2 We reserve the right to restrict your access to the Site from time to time for any reason. 2.3 You are responsible for the security of your login details and you must ensure that any persons who accesses the Site through your login or internal connection are aware of the Terms and agree to be bound by them. We shall not be liable for any Damages caused by unauthorised access to the Site using your login save in the case of our own gross negligence.

3. OVERSEAS USERS 3.1 The Site is only intended for use by people resident in the United Kingdom and, subject to clause 3.2 below, any investors from other jurisdiction warrant that they agree with the terms of this clause 3.

3.2 The Site is not to be accessed from the United States of America and may not be used by any resident of the United States of America. No offer made on the Site is intended or authorised to be made inside or to any resident of the United States of America.

3.3 Persons who are resident in, or citizens or nationals of, jurisdictions outside the United Kingdom or who are nominees of, or custodians, trustees or guardians for, citizens or nationals of such jurisdictions (“overseas shareholder”) may be prohibited or affected by the laws or regulatory requirements of the relevant overseas jurisdiction. Such overseas shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of any overseas shareholder wishing to subscribe for shares in an SPV advertised on the Site to satisfy himself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with the subscription, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes or duties due in such jurisdiction.

3.4 It is the responsibility of any overseas shareholder to meet any taxes, charges, banking fees, currency exchange fees, fx rate charges or any other costs in making a subscription through the Site and we reserve the right to refuse to issue shares to an overseas shareholder until the relevant subscription amount is received in full in pounds sterling in our client account.

4. USER REGISTRATION 4.1 By using and/or registering with the Site, you confirm and warrant to us that:

4.1.1 You fully understand accept and agree to be bound by the Terms;

4.1.2 You are eighteen years of age or older;

4.1.3 You are legally capable of entering into binding contracts in your own capacity and no other authorisation or permission is required to enable you to do so; and

4.1.4 You are resident in the United Kingdom and are accessing the site from the United Kingdom, or, you have read and agree to the terms of clause 3 above.

4.2 You agree that you shall comply with such identification and other anti-money laundering requirements that we may from time to time require. In particular, we may require identification of Investors and information about the sources of funds being provided by the Investor in investments Property Moose considers in its sole discretion to be substantial.

4.3 You may only invest in an Investment for himself in his own name and shall ensure that all orders for shares made through the Website are made exclusively on his own behalf.

5. HIGH NET WORTH INDIVIDUALS AND SOPHISTICATED INVESTORS If you join the Site as a High Net Worth Individual and/or Sophisticated Investor you are confirming to us and warranting that you meet the requirements set out at Schedule 5 Part I and/or Part II of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and that you have printed, signed and retained a copy of that certificate for your records.

6. SITE CONTENTS Any information, commentary, figures, percentages, indications, estimations or any other material contained on the Site are not intended to be advice to you and you are solely responsible for seeking your own independent advice and satisfying yourself with your own due diligence before investing through the Site.

7. CLIENT CATEGORISATION

7.1. Under the FCA's rules, Property Moose is required to allocate and notify you of your client classification and we have classified you (and each investor/member) as a Retail Client, as defined by the FCA in its rules and handbook, unless otherwise notified to you in writing.

7.2. You acknowledge that Property Moose will not supply confirmations of any orders, and or resulting transactions, and that the 5 working day confirmation 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 Property Moose in accordance with the FCA Handbook, Conduct of Business Rules, Rule 16.1.1, and hereby consents to the same.

8. INVESTMENT RISK 8.1 You should be aware that investing through the site will result in your investment in an SPV, incorporated for the sole purpose of investing in property. You will receive shares in the SPV in exchange for your investment which will be issued subject to the articles of association of the SPV which will be available on the specific investment page.

8.2 Investing in startup limited companies and in any property carries certain risks and it is your responsibility to satisfy yourself that this risk is acceptable to you. Property Moose and the Site offers no guarantees or assurances as to any income, capital growth or other financial gain through your investment in an SPV and property prices can go down as well as up.

8.3 You may sell your shares in any SPV at any time provided this is done through Property Moose. For this, we will charge you a fee of 2.5% of the total sale cost. We do not offer any assurance or guarantee that your shares will be sold and such sale will be subject to you or Property Moose finding a willing buyer for the shares at the relevant price. We do not underwrite or guarantee the price or liquidity of any onward sale of shares, however, confirm that we will use all reasonable endeavors to sell the shares on your behalf.

9. OUR CHARGES 9.1 Every SPV that is funded through the Site is charged a funding fee of 5% (plus VAT but currently zero rated).

9.2 We (or any member of our group) will charge each SPV a fee of 15% (plus VAT) of the gross profit (i.e. after all costs and expenses but before corporation tax) on an annual basis and upon the winding up of the SPV. If the SPV is sold, we will charge you a fee of 15% plus VAT of the total net profit you receive from the sale. For the avoidance of doubt, this 15% fee is taken in this way to reduce the taxable amount within the SPV and increase your returns. This fee is the 15% profit fee described on the Site and does not increase the fees payable by you.

9.3 You acknowledge that ancillary charges, costs or fees may be payable to third parties in connection with the SPV and acknowledge that such charges or fees are not associated with these terms. You warrant to Property Moose that you shall pay any such fees or charges on demand and shall indemnify and hold Property Moose harmless against any loss, liability, cost or expense it may occur resulting from the same. You irrevocably authorise and instruct Property Moose to deduct (as settlement) any sums payable by you to us in accordance with these Terms from any amounts to which you are entitled to receive out of any distribution (including but not limited to any dividends) by the SPV or any sale proceeds generated by the sale of your interest in the SPV.

9.4. Property Moose reserves the right to impose a fee or charge for its services upon the Investor in the future, and will do so by providing one months' advance written notice by email of the proposed charges or fees and any variation of the same, to the Investor whereupon the Investor may, by notice, terminate this agreement forthwith, if it so wishes, and any outstanding orders for shares in Investees will be cancelled.

10. INVESTMENT PROCESS

10.1. You will be entitled to place a revocable order to subscribe for shares in an SPV advertised on the Site for a period (the "Offer Period") ending on the earlier of:

10.1.1. the SPV pitch reaching its target level of investment;

10.1.2. the end of a period of 30 days (beginning with the date on which the pitch becomes live on the Website); or

10.1.3. the date upon which the pitch is terminated.

10.2. If a pitch is successful, Property Moose will circulate a copy of the SPV’s proposed Articles of Association to each investor by email, and to request that each investor inform Property Moose by email within 5 working days if they no longer wish to proceed with the investment. If Property Moose receives no response from the investor within the 5 working day period, the investor will in accordance with this clause 10.2, be deemed to have confirmed his order and his order will become an irrevocable firm order.

10.3. If for any reason the 5 working day confirmation email is not received by an investor (whether this is known or notified to Property Moose or not), otherwise than as a result of fraud or gross negligence by Property Moose, we shall not be liable to the investor for any losses, claims, damages, etc suffered by the investor, and Property Moose shall be entitled to proceed on the assumption that the investor wishes to proceed with the investment.

10.4. If a pitch is successful, when you place an order to subscribe for shares in an SPV, and subject to non-revocation at expiry of the 5 working day confirmation email an agreement shall then subsist between you and the SPV, or a third party on behalf of the SPV, to transfer the subscription price of the relevant shares (the " Subscription Price") to the SPV. Shares in the SPV will be issued to you and the Subscription Price will be transferred to the account of the SPV following the end of the Offer Period. If the pitch is not successful, no such agreement between you and the SPV shall arise.

10.5. If the pitch is unsuccessful or the order not completed for any reason, your order will not be transferred to another pitch or SPV, and no substitute service will be provided.

11. INVESTMENTS

11.1. You acknowledge that our affiliates, and/or the proprietors, officers or employees of Property Moose and/or such affiliates may consider expressing an interest or subscribing for shares in an SPV. If you become aware of this, you agree not to rely upon the same in making a decision whether to invest in an SPV, and you confirm that any decision to invest in an SPV is not based upon any representation, information, action, omission or otherwise of Property Moose, its subsidiaries or affiliates or the proprietors or employees of Property Moose, its subsidiaries or its affiliates.

11.2. Members are encouraged to ensure that arrangements are put in place for their next of kin to be informed of their order and the Property Moose process, and that instructions are provided to enable the member's order to be withdrawn before it is converted to a irrevocable order on the occurrence of the member's death, insolvency or incapacity. Property Moose accepts no responsibility or liability for orders not being withdrawn before being converted to a firm order through the failure of the member to put in place such an arrangement, or the failure of the next of kin to communicate a withdrawal.

11.3 Members, or in accordance with clause 11.2, 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 5 working day confirmation email.

12. SPV ARTICLES

12.1. You acknowledge that, as a consequence of becoming a shareholder of an SPV, you shall be subject to the provisions of the SPV’s Articles of Association (which constitute an agreement between all of the SPV’s shareholders) which Articles of Association will include certain restrictions on the shares issued and certain rights and obligations will attach to such shares.

13. REGULATION AND LIABILITY

13.1. You, as a member of Property Moose, acknowledge and accept that you must make your own assessment of the viability, accuracy and prospects of the SPV, their pitches, and any relevant investment propositions and should consult his professional advisers should he require any assistance in making such an assessment or should the Investor require any services whatsoever in connection with Property Moose. In particular, the attention of the Investors is drawn to the disclaimer, risk warning and regulatory notice on each pitch.

13.2. You acknowledge that Property Moose does not provide any advice or recommendations in relation to investments.

14. Client Money

14.1 Any investment funds transferred in respect of a pitch will be held in a segregated client account held with Royal Bank of Scotland plc and managed by our partner, Global Custodian Services Limited who are authorised and regulated by the Financial Conduct Authority (No: 595875) (the "Client Account").

14.2 Upon the completion of a property acquisition becoming imminent, any funds held in the Client Account in respect of a pitch will be transferred to the relevant solicitors acting on behalf of the property acquisition to complete the purchase. Any remaining funds will be transferred to the relevant bank account of the SPV that is acquiring the property.

14.3 You acknowledge that no interest will be paid on any sums in the Client Account. To avoid banking charges being passed on to the SPV, Property Moose may from time to time receive interest payments in respect of the Client Account and you agree and undertake that Property Moose shall be under no obligation to pass on such interest payments to you.

14.4 All payments made to you from time to time will be made to your Property Moose account and such sums shall be held in the Client Account on your behalf until you either (i) re-invest the monies, or (ii) request that such monies be withdrawn and paid to you via electronic bank transfer. Such payment to you may incur additional fees for same day transfers (if requested by you).

15. CANCELLATION

15.1. In accordance with the Consumer Protection (Distance Selling) Regulations 2000 and the Electronic Commerce Directive 2002, you are entitled to a 7 working day cancellation period following the provision of services by Property Moose in accordance with this agreement. Cancellation of this agreement must be effected in writing and served on our registered address.

15.2. You hereby acknowledges and consent to the performance of the services by Property Moose in accordance with this agreement beginning as soon as this agreement is made between you and Property Moose, and as a result you acknowledge and confirm that the statutory 7 working day cancellation rights contained within the Consumer Protection (Distance Selling) Regulations 2000 will be unavailable to you as a result of the services commencing to be supplied.

16. TAXATION You are responsible for any taxation payable in respect of any payments you receive from us or the Site and you warrant and indemnify us against any taxes, charges or claims made against us in respect of the non-payment of your individual tax and other social security liabilities.

17. OUR LIABILITY 17.1 The material displayed on the Site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude:

17.1.1 All conditions, warranties and other terms that might otherwise be implied by statute, common law or the law of equity:

17.1.2 Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results or the use of this Site, any websites linked to it and any materials posted on it, including, without limitation any liability for:

17.1.2.1 Loss of income or revenue;

17.1.2.2 Loss of business;

17.1.2.3 Loss of profits or contracts;

17.1.2.4 Loss of anticipated savings;

17.1.2.5 Loss of any other opportunity;

17.1.2.6 Loss of data;

17.1.2.7 loss of goodwill;

17.1.2.8 Wasted management or office time; and

17.1.3 For any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

17.2 Any limitations contained in this clause 8 do not limit our liability for death or personal injury arising from our negligence, nor our liability for fraud or fraudulent misrepresentation, nor any other liability which cannot be excluded or limited under applicable English law.

17.3 Where the Site links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

18. YOUR WARRANTIES 18.1 You agree and warrant to us that:

18.1.1 We are making no warranty or representation as to the ability of the SPV to pay and their credit risk and we are not underwriting any debt or credit risk of the SPV and will not be liable in any way;

18.1.2 You are investing entirely at your own risk and by investing confirm you have sought independent advice and conduct your own due diligence;

18.1.3 You agree to keep confidential and not to use, disclose or communicate any and all content of the Site (except in the course of obtaining professional advice in respect of the same or with our written consent or as required by law). This restriction will continue to apply after any termination of membership;

18.1.4 Calculations or financial indications provided on the site are for guidance purposes only and are not guaranteed;

18.1.5 The information on the Site does not constitute advice, recommendation or an endorsement of investment requests or investment vehicles. The information is not intended to be relied upon as a sole basis for deciding whether or not to invest in an SPV;

18.1.6 We make no representation or warranty as to the accuracy of any data displayed on an investment page, nor whether it is up to date or error free; and

18.1.7 We do not guarantee that there will be sufficient bids to fully fund an investment in an SPV or that there will be sufficient investments for you to invest in.

19. INTELLECTUAL PROPERTY RIGHTS 19.1 We are, and you acknowledge and warrant that we are, the owner or licensee of all intellectual property rights in the Site, and the material published on it (including the Property Moose logo and branding). These rights are protected by copyright laws and treaties around the work and all such rights are reserved.

19.2 You are not authorised to copy or download any extracts from the Site unless expressly authorised by us to do so.

19.3 No warranty is given by us that the contents of the Site do not infringe the rights of any third party.

19.4 VIRSUSES, HACKING AND OTHER OFFENCES

19.5 You must not misuse the Site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful (together “Viruses”). You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to the Site. You must not attack this Site via a denial-of-service attack.

19.6 By breaching this provision, you may commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your rights to use the Site will cease immediately.

19.7 We will not be liable for any loss or damage caused by a denial-of-service attack or Viruses that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Site or to your downloading of any material posted on it, or on any website linked to it.

20. INFORMATION ABOUT YOU AND YOUR VISITS TO OUR SITE We process information about you in accordance with our Privacy Policy (as displayed on the Site). By using the Site, you consent to such processing and you warrant that all data provided by you is accurate.

21. TERMINATION OF YOUR MEMBERSHIP 21.1. Subject to clause 20.2, you may terminate this agreement on 7 days' written notice to Property Moose.

21.2. If you have an outstanding or incomplete order for investment in any SPV, you may only terminate this Agreement if he has firstly served written notice by email on Property Moose and secondly, has withdrawn his order from the ongoing SPV pitch either by contacting us (and receiving confirmation), or by responding to the 5 working day confirmation email confirming his withdrawal.

21.3. Once an order has been made firm in accordance with this agreement, you acknowledge that you have entered into a contract with the SPV direct on such terms as are agreed with the SPV, and Property Moose shall have no further obligations or involvement in the investment.

21.4. Property Moose may terminate this agreement at any time in the event that:

21.4.1. you breach these Terms; or

21.4.2. Property Moose suspects that you have been involved in any criminal or otherwise improper activities.

22. WRITTEN COMMUNICATIONS You agree and confirm to us that you accept and authorise us to serve any written communication on you electronically using the email address associated with your membership of the Site. You agree to this electronic means of communication in respect of the Site and any SPV you have invested in and you acknowledge that all contracts, notices, information, documents and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

23. NOTICES 23.1 All notices served on us must be in writing and served on us at our address registered with Companies House from time to time. We do not accept any notice electronically or by fax.

23.2 Notices will be deemed to be received:

23.2.1 Four clear business days after posting by recorded, special or registered post by Royal Mail;

23.2.2 When received by a statutory director of Property Moose if posted by any other means.

24. WAIVER 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.

25. 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.

26. ASSIGNMENT AND VARIATION

26.1. Your membership in Property Moose is non-transferable, and the provisions of this agreement shall not be assigned, transferred, mortgaged, charged or otherwise encumbranced without the written consent of Property Moose.

26.2. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

27. SEVERABILITY If any of these terms and conditions or any provisions of any other document featured on the Site are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

28. ENTIRE AGREEMENT 28.1 These terms and conditions and any document expressly referred to in them including the articles of association of any SPV (the “Articles”) you invest in constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of any contract.

28.2 To the extent that there is any conflict between these terms and conditions and the Articles the contents of the Articles will prevail. 28.2 We each acknowledge that neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these terms and conditions or the documents referred to in them.

28.3 Each of us agrees that our only liability in respect of any representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract.

28.4 Nothing in this clause limits or excludes any liability for fraud.

29. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS 29.1 We have the right to revise and amend these terms and conditions from time to time.

2.2 You will be subject to the policies and terms and conditions in force at the time that you apply to become a member, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the membership acceptance (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Services).

30. LAW AND JURISDICTION 30.1. 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.

30.2. 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).