Property Crowdfunding just became exciting
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1.1 A Piece of London is a trading name of My Property Partners Limited (company number 06515716 and FCA firm reference number 679033), which is an appointed representative of Sapia Partners LLP ("Sapia") which is authorised and regulated by the Financial Conduct Authority under firm reference number 550103. References in these Terms and Conditions to "we", "us" and "our" are to “A Piece of London”.
1.2 As part of the A Piece of London service, we will provide Members with details of potential investments in real estate trading companies, facilitate Members' investment into those companies and report to our Members on the progress of their investments.
1.3 The A Piece of London service is provided by My Property Partners Limited (trading as A Piece of London). In delivering the A Piece of London service to you, both we and Sapia will be bound by the rules of the Financial Conduct Authority.
1.4 Investing in real estate is risky and investors may lose all capital invested. There are a number of important risk factors potential investors must understand and accept before making an investment. Please remember, property prices can go down as well as up and any estimated, targeted or other specified yields or returns are purely estimations of the market and expected returns. Unless otherwise specified, any yields or returns are not guaranteed by us or Sapia and are subject to the performance of the property.
1.5 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 or any other thing whatsoever (including special damages and consequential loss) if the site is unavailable at any time or for any period.
1.6 We review the contents of the Offer Document and application form for each investment opportunity presented to our Members. We take all reasonable care to ensure that the content of those documents is clear, fair and not misleading. However, we are reliant on the provision of information by third parties for whom we are not responsible. Sapia Partners LLP as Principal of My Property Partners approve Offer Documents for the purpose of up-load to our Website and approve the Offer Document as financial promotions within the meaning of s.21 of the Financial Services and Markets Act 2000.
1.7 We will treat all members as retail clients for the purposes of the Financial Conduct Authority's rules.
1.9 We carry out limited due diligence in an investment opportunity. Accordingly we make no warranty, representation or recommendation as to the accuracy, completeness, suitability or merits of any investment opportunity or any statements or representations about its success or prospects. You must satisfy yourself as to the merits of any investment opportunity and you acknowledge that we do not provide any advice or recommendations. Our Website will provide execution-only investment opportunities.
1.10 You agree that you have read and understand the disclaimer, regulatory notice and risk warnings associated with investing through our platform. A copy of the disclaimer, regulatory notice and risk warnings can be found in every investment opportunity and at here.
2. Overseas Users
2.1 The site is only intended for use by people resident in the United Kingdom and, subject to clause 2.2 below, any investors from any other jurisdiction warrants they agree to terms of this clause.
2.2 The site is blocked from the United States of America and may not be used by any resident of the United States of America. No offer made on this site is intended to be made inside or to any resident of the United States of America.
2.3 Persons who are residents in, or citizens or nationals of, jurisdictions outside the United Kingdom or who are nominees of, or custodians, trustees or guardians for citizens in such jurisdictions may be prohibited or affected by the laws or regulatory requirements of the relevant overseas jurisdiction. Such overseas shareholders shall inform themselves about and observe any applicable legal requirements. It is the responsibility of any shareholder wishing to subscribe for shares in a limited company 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 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 jurisdiction.
3. Membership and Registration Process
3.1 In order to be eligible to view an investment opportunity you must be:
- over 18 years of age;
- resident in the United Kingdom;
- legally capable of entering into binding contracts in your own capacity and acting on your own account and not as agent or principal for someone else; and
- You fully understand, accept and agree to be bound by these terms
In addition to the above you must have completed the following steps.
It has been established to Property Partners satisfaction that the Member falls within one of the following categories:
- High Net Worth – The Member has completed a certificate in the form prescribed by the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (Schedule 5) as more particularly set out in COBS 4.12.6 whereby the Member declares that throughout the financial year immediately preceding the date of the certificate, the Member had an annual income to the value of £100,000 or more and net assets to the value of £250,000 or more;
- Sophisticated Investor – (1) Within the last 36 months an authorised person has completed a certificate which meets the requirements set out the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 as more particularly set out in COBS 4.12.7 confirming that the Member has been assessed by that firm as sufficiently knowledgeable to understand the risks associated with engaging in investment activity in non-mainstream pooled investments; and (2) within the last 12 months the Member has signed a statement in accordance with COBS 4.12.7;
- Self-Certified Sophisticated Investor – Within the last 12 months the Member has completed a certificate in the form prescribed by the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (Schedule 5) as more particularly set out in COBS 4.12.8, declaring that the Member satisfies one of the criteria to be eligible to be a self-certified sophisticated investor in accordance with Financial Services and Markets Act 2000; or
- Restricted Investor – Within the last 12 months the Member has completed a certificate in the form prescribed by COBS 4.7.10 declaring that the Member qualifies as a restricted retail investor because (a) in the twelve months preceding the date of the certificate, the Member has not invested more than 10% of his net assets in non-readily realisable securities; and (b) the Member undertakes that in the twelve months following the date of the certificate, the Member will not invest more than 10% of the Member's net realisable assets in non-readily realisable securities. The Member will have to successfully complete the Investment Questionnaire during the registration process to Property Partners satisfaction.
3.2 In order to become a member of A Piece of London, you will need to submit your details through the platform and 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. We will not be liable to you for any losses, damages or costs arising as a result of our decision that you do not satisfy the Approval Process.
3.3 Provided that we accept your application to become a Member, you will then be able to view information about the investment opportunities available through the A Piece of London platform.
3.4 If you want to know how to invest in a particular opportunity, you will need to complete an investor eligibility form to demonstrate that you understand the risks associated with property crowdfunding and that you meet the investor criteria that we stipulate.
3.5 Where you are making an application on behalf of a non-natural person, such as a body corporate, partnership or unincorporated association, you must only do so if you have authority to bind that person to these Terms and Conditions. Investment opportunities are only available to members, so all registration forms should all be completed in the name of the same entity that will invest.
3.6 You will be required to provide personal details and a password to register as a member, which are unique to your individual A Piece of London membership and are not transferable. Your registration details and password are how we identify you and so you must keep them secure at all times.
3.7 You are responsible for all information and activity on the Website by anyone using your details. If you authorise an agent, family member, employee or sub-contractor to use Your A Piece of London account you will be responsible for their activity on the Website. 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 A Piece of London Account is not you or we suspect illegal or fraudulent activity or unauthorised use.
3.9 You agree not to adapt or circumvent the systems in place in connection with the Website, 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.
4. How can you make an investment through the platform?
4.1 You will need to provide a number of details relating to your proposed investment in the Application Form, including the size of the investment you wish to make.
4.2 All investments will be governed by the terms of the particular real estate trading company's Articles of Association, the Offer Document and the Application Form relating to that investment. To the extent that there are any inconsistencies between these documents, the provisions of the Articles of Association shall prevail over the Application Form, which shall prevail over the Offer Document, which shall prevail over these Terms and Conditions.
4.3 Whether we choose to accept your application to invest will be at our discretion, even if you are a member and satisfy our eligibility criteria, for example, because the offer is over-subscribed or under-subscribed or because of legal or regulatory matters. The allocation policy for each investment will be subject to the terms of the relevant Application Form or Offer Document.
4.4 We/Sapia do not provide investment advice, legal advice or tax advice. In particular, we/ Sapia 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.
4.5 We/ Sapia will not facilitate investment where we are aware that it is illegal, although it is your responsibility to ensure that you have complied with any relevant legal or regulatory restrictions that would prohibit you from investing.
5. Administration of Members’ funds and investment holdings
5.1 If we accept your application to make an investment, you will either make your payment directly on our Website or will provide you with bank account details into which you should transfer your subscription amount. Payment must be made by your own debit card or by electronic transfer from the bank account of the person whose details you have provided in the Application Form, into the bank account of the limited company, where subscriptions will be held until the investment is made or shares are issued. By depositing funds directly in the bank account of the limited company we do not need to hold your investment as client monies.
5.2 If the minimum fundraising target is met and the investment goes ahead, shares in the real estate trading company will be allocated to you, equal to the entire amount or a fraction of the amount of subscription which you requested. The allocation shall be paid from the limited company account and the corresponding shares will be registered in your name. Copies of the share certificates will be sent to you electronically if requested. Your shares will not have any voting rights. You can contact us if you have any comments or queries about how the real estate trading companies are being run.
5.3 Any of your subscription which is not allocated to shares will be returned to your Nominated Account. If you wish to request that the funds be returned 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. Any alternative account must be in your name and be held with a bank or credit institution within the European Economic Area. We will not, in any event, be obliged to pay money to an account other than your Nominated Account.
5.4 All dividends and share sale proceeds in connection with your investment(s) will be paid into your Nominated Account. All payments will be made without deduction of tax. It is your responsibility to account for any taxes that may be payable to the appropriate authorities.
5.5 Details of the shares and money in your portfolio can be viewed through the "My Account" section of the A Piece of London Website. The value of your shares, may be provided, and will correspond to the value of the company which will be based on the cash held by the company and the expected value of any property held by the company. The company accounts are expected to value the property at the purchase price for the duration of the period it is held and therefore, may not reflect the true value of your shares. We may also provide an indicative valuation of the property from time to time.
6. Sale and Transfer of Shares
6.1 There is no secondary market available through the platform at this time and so you should normally expect to hold your shares until the Company sells its assets and distributes the proceeds to you in accordance with the Offer Document, as there is no recognised market for shares in the real estate trading companies available through A Piece of London.
6.2 If for some reason it becomes necessary to transfer shares (e.g. where a member dies) or if a member finds a buyer for his shares, we will need to identify the new shareholder in order to register the transfer. You can contact us for further details about the transfer process and the information we will need to complete it. An administration fee will be payable in accordance with clause 6.1. Any person buying shares through us will need to be registered as an A Piece of London member.
6.3 If you would like us to help find a buyer for your shares, we will endeavour to do so, but we cannot make any representations that we will be able to find such a buyer or the price at which they will be willing to deal with you.
6.4 The sale of shares can only be conducted through A Piece of London.
6.5 Prior to the end of the investment term, members will be offered the chance to remain invested for another period. Shares of those members wishing to exit will be offered to other members. If all the shares of those wishing to exit can be bought the property will not be sold and a new period of investment will begin. If insufficient buyers are identified, the process to sell the property will commence.
7.1 The Offer Document relating to the relevant real estate trading Company will set out full details of the relevant fees, which are charged on an investment by investment basis, although generally, we will charge an arrangement fee (calculated by reference to the value of the investment), and deduct a profit share relating to either any uplift in the value of the Property on sale or a percentage of property value (where the value of the Property has not increased by the date of sale) and a profit share on rental profits. We will also charge an administration fee of £295 + VAT in respect of share transfers you request pursuant to clause 7.2. No such fee shall be charged upon death or incapacity of a member.
7.2 We generally charge our fees to the real estate trading company, although we may charge fees directly to you where specified (for example, any administration fee payable or arrangement fee as described in clause 6.1).
7.3 The properties owned by the real estate trading Companies may engage with third party management companies or suppliers, and they (and other third parties) may charge fees to the real estate trading companies in accordance with the provisions of the relevant Offer Document. Such charges may include letting agents fees, costs of repairs and service charges among others.
8. Termination of Membership
8.1 If you no longer want to be a Member of A Piece of London, provided you have no investments with us, you can let us know by email. Termination will not affect the terms of any investment you have entered into.
8.2 If you hold investments through us, cancelling your membership will not affect the charges we will levy to the real estate trading company and we will continue to maintain your account in accordance with clause 5.
8.3 Subject to 8.2, we may terminate 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, breach of any Articles of Association, or if we suspect that you have committed fraud, been involved in money laundering or other criminal activities, use our Website or any information accessible on or obtained from it for the purpose of canvassing or soliciting any person or enticing any person away from us, use of the Website in any way that causes, or likely to cause, the Website or access to it to be interrupted or damaged in any way, for fraudulent purposes, or in connection with a criminal offence, to send, use, or reuse any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing; or in breach of copyright, trademark, confide other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, political campaigning, commercial solicitation, mailings or any “spam” or cause annoyance, inconvenience or needless anxiety or account inactivity for a period of 12 months or more.
9. Conflicts of interest
9.1 As part of our role in bringing investment opportunities to you, we will generally be involved with the parties establishing the real estate trading Companies you invest in and the real estate assets that they acquire, including potentially acquiring property from property developers and selling properties to the real estate trading company, and providing directors and other services to the real estate trading company.
Sapia may provide similar services to other parties and are therefore not to be deemed to be exclusive. Sapia shall be free to render similar services to others so long as its services hereunder are not impaired thereby.
9.2 We may charge fees or include a margin in our dealings with third parties in accordance with our Conflicts of Interest Policy (available on request), which requires us to always pay due attention to the interests of our Members.
10. Complaints and Compensation
10.1 We have established procedures in accordance with the Financial Conduct Authority's rules for the effective consideration of complaints. Please contact us to request a copy of our complaint handling policy. Your complaint will then be handled by Sapia which oversees our regulated activities.
10.2 If you are still unhappy with the outcome of a complaint, you can write to the Financial Ombudsman Service at South Quay Plaza, 183 Marsh Wall, London E14 9SR. Telephone 0800 023 4567 or email email@example.com.
10.3 If the bank which provides the real estate trading company its bank account becomes insolvent, this will not be our or Sapia's responsibility or liability. The maximum compensation available from the FSCS in respect of money held in a bank account is £85,000, but there is no guarantee for compensation and the maximum value of compensation may change in the future.
10.4 For more information you can contact the FSCS in writing at 7th Floor, Lloyds Chambers, Portsoken Street, London, E1 8BN by telephone on 0800 678 1100, by email to firstname.lastname@example.org or by going to www.fscs.org.uk.
11.1 You shall be liable to us and Sapia 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 A Piece of London.
11.2 Our Liability
The material displayed on the Website is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we and Sapia, other member companies and third parties connected to us or Sapia hereby expressly exclude:
11.2.1 All conditions, warranties and other terms that might otherwise be implied by stature, common law or the law of equity:
11.2.2 Any liability of any direct, indirect or consequential loss or damage incurred by any Member in connection with our Website or in connection with the use, inability to use, of this Website, any websites linked to it and any materials posted on it, including, without limitation or liability for:
a) Loss of income or revenue;
b) Loss of business;
c) Loss of profits or contracts;
d) Loss of anticipated savings;
- Loss of any other opportunity;
- Loss of data;
- Loss of goodwill;
- Wasted management or office time;
- 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;
- Any limitations contained in this clause 10 do not limit our and Sapia’s liability for death or personal injury arising from our gross negligence, wilful default, or fraud, nor our and Sapia’s liability for fraud or fraudulent mis-use any other liability which cannot be excluded or limited under applicable English law; and
- Where the Website links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the counter resources, and we and Sapia accept no responsibility for them or for any loss damage that may arise from your use of them
We and Sapia shall not be liable to you for any loss or damage which you may suffer as a result of being a member of A Piece of London or using the A Piece of London services, except where such loss or damage arises from our breach of these Terms and Conditions or was caused by our gross negligence, wilful default or fraud. We are not responsible for any breach of these Terms and Conditions arising from circumstances outside our reasonable control.
11.3 We and Sapia shall not be liable to the member in contract, tort (including negligence and breach of statutory duty) or otherwise for any loss of revenue, anticipated savings, profits, business or goodwill, whether direct or indirect, or other indirect or consequential loss, which arises out of or in connection with the making and/or completion of the investment offer and/or the use or attempted use of the Website by the member and/or our operation and/or otherwise arising from these Terms and Conditions. Subject to the foregoing, the liability of these Terms & Conditions in respect of any one incident or series of related incidents will be limited to £1,000.
11.4 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.
12. Viruses, Hacking and Other Services
12.1 You must not misuse the Website 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 Website, the server on which our site is stored or any server, computer or database connected to the Website. You must not attack this Website via a denial-of-service attack.
12.2 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 Website will cease immediately.
12.3 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 Website or to your downloading of any material posted on it, or on any Website linked to it.
13. Your Warranties
13.1 You agree and warrant to us that:
- 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;
- You are investing entirely at your own risk and by investing confirm you have sought independent advice and conduct your own due diligence;
- You agree to keep confidential and not to use, disclose or communicate any and all content of the Website (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;
- Calculations or financial indications provided on the site are for guidance purposes only and are not guaranteed;
- The information on the Website 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;
- 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
- 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.
13.2 You warrant to us that the information provided as part of the Approval Process is complete and accurate and you undertake to us that should any information he has provided to Property Partners become untrue or materially change he shall notify the company as soon as reasonably practicable.
13.3 The Member agrees to fully indemnify and keep indemnified us and Sapia and its officers, employees and agents for all Losses which may be suffered or incurred by the company or any of its subsidiaries or Sapia, or any of its officers, directors or employees or agents of any of them, arising directly or indirectly out of or in connection with any breach of this Agreement including the provision of any information which is untrue or misleading during the Approval Process.
14. Changes to our Terms and Conditions
14.1 We may 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 A Piece of London service, you agree to be bound by the terms of any such updates and amendments.
15. Intellectual Property
15.1 Subject to clause 13.3 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.
15.2 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.
15.3 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.
16.1 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 Condition, you and we shall submit to the non-exclusive jurisdiction of the English courts.
16.2 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.
16.3 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.
16.4 In the event of our insolvency, the bank account of the real estate
trading company will continue to hold your money and the limited company will remain the owner of any assets, but will not facilitate any new investments.
16.5 In the event of Sapia's insolvency, we shall attempt to find an alternative services provider to enable the platform to continue to function.
16.6 We and Sapia may exercise any of our rights or discharge our obligations under these Terms and Conditions in our or Sapia's own capacity or through any company or other legal entity which has all relevant legal authorisations, licences or permissions to discharge those functions.
17. Contacting us
If you have any questions about these Terms and Conditions, or wish to contact us for any other reason, you can contact us in writing at: No. 1 Octagon, County Hall East, Forum Magnum Square, London, SE1 7GN, or by email to: email@example.com.
18.1 No failure or delay by a party to exercise any right or remedy provided under these Terms & Conditions 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.
19. If any of these terms and conditions
or any provisions of any other document featured on the Website 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.
20. Entire Agreement
20.1 These terms and conditions and any document expressly referred to in them including the articles of association of any SPV constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangements, understanding or agreements between us relating to the subject matter of any contract.
20.2 To the extent that there is any conflict between these terms and conditions and the Articles the contents of the Articles will prevail.
20.3 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.
20.4 Each of us agrees that our only liability in respect of any representation and warranties that are set out in these Terms and Conditions (whether made innocently or negligently) will be for breach of contract. Nothing in this clause limits or excludes any liability for fraud.
21.1 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.
22. Notices will be deemed
to be received four clear business days after posting by recorded, special or registered post by Royal Mail.
Law and Jurisdiction
22.1 These Terms & Conditions 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.
22.2 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).
Definitions and Interpretation
Application Form means the page on the website where you enter your personal details, your subscription amount and any other details.
Articles of Association means the document that constitutes the rules that govern the operation of the Company and its relationship with shareholders.
Approval Process means the process through which a person becomes a Member and is approved by My Property Partners Limited;
Business Day means any day the banks in London are generally open for business;
Company means the real estate trading company which is incorporated as a Limited Company;
COBS means the FCA's Conduct of Business Rules, as amended from time to time;
Investment Documents means a Company’s constitutional documents, Offer Document, application form;
Investment Offers means the investment offers for the allotment of shares in a Company on the terms set out in the Investment Documents and its Articles of Association (each being an Investment Offer);
Investment Target means the amount of Funding sought by the Company, such figure to be provided as part of the Approval Process;
Investment Questionnaire means the questionnaire to be completed by the Members to assist My Property Partners Limited in establishing whether the Member has the knowledge and experience to understand the risks involved in making investments through the Website;
Limited Company means a real estate trading company incorporated to make an investment in a property;
Losses means demands, actions, claims, proceedings, judgment sum (however procured), liabilities (whether in contract, tort or otherwise), losses (including consequential economic loss, loss of profit or loss of opportunity), damages, costs and expenses including fines, penalties, clean-up costs, legal costs (calculated on a full indemnity basis) and other professional fees (including for enforcement), a reasonable amount in respect of management time, and any VAT payable in relation to any such matter, circumstance or item;
Offer Document means the relevant pages on the website where Investment offers are presented.
Member(s) means those persons who have registered with My Property Partners Limited as prospective investors;
Nominated Account, means the account you have provided to us from which and to which payments shall be made;
Real estate trading company means a limited company that is incorporated to make an investment in a property;
Registration Process means the online registration process a prospective Member must complete on the Website;
Risk Warnings means the risks associated with investing in Shares on the Website, which include risks of loss of capital, illiquidity, little or no dividends, dilution and the recommendation to diversify. The Risk Warnings are more particularly set out during the registration process and can also be found here;
Sapia means Sapia Partners LLP;
Shares means the shares in the capital of a company of which a Member makes an investment offer to;
Warranty means the warranties set out in 13 of these Terms and Conditions;
Website means the website hosted at www.apieceoflondon.co.uk or hosted at any other domain name operated by My Property Partners Limited from time to time;
In these Terms and Conditions (except where the context otherwise requires):
- any reference to a paragraph is to a paragraph of these Terms and Conditions;
- headings are for convenience only and do not affect the interpretation of these Terms and Conditions;
- use of the singular includes the plural and vice versa and use of any gender includes the other genders;
- any reference to a person includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations or trusts;
- reference to any professional firm or company includes any firm, company or limited liability partnership effectively succeeding to the whole or substantially the whole, of its practice or business;
- all references to a statutory provision shall be construed as including references to:
(i)any statutory modification, consolidation, replacement or re-enactment (whether before or after the date of these Terms and Conditions) for the time being in force;
(ii)all statutory instruments or orders made pursuant to a statutory provision; and
(iii) any statutory provisions of which it is a consolidation, re-enactment, replacement or modification; and
- any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression is illustrative only and does not limit the sense of the words preceding those terms.
[/text_output][/vc_column][/vc_row][vc_row no_margin="true" padding_top="0px" padding_bottom="15px" border="none" bg_color="#3f8dbf"][vc_column width="1/1"][custom_headline type="center" level="h1" looks_like="h4" class="capitaldisclaimer"]Your capital is at risk. Returns may be variable and the value of your investment may go down as well as up.
There is no public compensation scheme covering poor investment performance.
Information about Key Risks including Investment performance, Liquidity & Income risks can be seen here[/custom_headline][/vc_column][/vc_row]
1. About us
1.1 A Piece of London is the trading name of My Property Partners Limited. For the purposes of the Data Protection Act 1998 (the "Act"), My Property Partners Limited is the data controller and is registered with the Information Commissioner's Office (registration number: ZA095984).
1.2 My Property Partners Limited is a company registered in England and Wales (registration number: 06515716), whose registered office is at No 1 The Octagon, County Hall East Forum Magnum Square, London, SE1 7GN. My Property Partners Limited is an appointed representative of Sapia Partners LLP, which is authorised and regulated by the Financial Conduct Authority (firm reference number: 550103).
1.3 We will only process personal information in accordance with the Act, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any other applicable privacy laws.
2. Which personal information will we collect?
We may collect and process any of the following information about you:
2.1 Information you give us. You may give us information about yourself by using the online forms provided on the Website or by corresponding with us by phone, e-mail or otherwise. This includes, without limitation, information you provide when you register to use the Website, enter into a transaction via the Website, participate in discussion boards or other social media functions on the Website and/or when you report a problem with the Website or our services.
The information you give us may include:
- your name;
- your date of birth;
- your current and (where necessary) previous postal address;
- your telephone number and email address; and
- your bank or building society account details and credit or debit card information.
Please note that certain categories of information are mandatory in order to register for an online account and to use our services. We may collect and process further personal information if you update any information on your account.
2.2 Information we collect about you. Each time you visit the Website we may automatically collect any of the following information:
- technical information, including the Internet protocol (IP) address used to connect your computer to the internet, your login information, browser type and version, browser plug-in types and versions, operating system and platform;
- information about your visit, including the full Uniform Resource Locators (URL) clickstream to, through and from our site (including date and time), length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs) and methods used to browse away from the page.
2.3 Information we receive from other sources. We may receive information about you if you use any of the other websites we operate or the other services we provide. In this case we will have informed you when we collected that data that it may be shared internally and combined with data collected on the Website. We work closely with third parties (including, for example, business partners, suppliers of technical and payment processing services, advertising networks, analytics and search information providers and credit reference agencies) and may receive information about you from them.
3. How will your personal information be stored and used?
3.1 We, or third party data processors acting on our behalf, may collect, use and store the personal information listed above for the following reasons:
- to allow you to access and use the Website and to register for an online account;
- to provide you with content which is tailored specifically to you;
- to verify your identity in order to prevent and detect crime and money laundering and to identify fraud;
- to carry out credit reference checks and other regulatory checks;
- to provide you with the information and services that you request from us;
- to notify you about changes to our services and to keep you informed about our fees and charges;
- with your consent only, to contact you (including by email and SMS) with information about our products and services which either you request, or which we feel will be of interest to you;
- with your consent only, to disclose your personal information to carefully selected third parties, so that they might contact you (including by email and SMS) with information about products and services which may be of interest to you.
3.2 We may also collect details about you as a user of the Website for the purposes of preparing reports or compiling statistics. Such details will be anonymised and you will not be identifiable from the data collected.
4. Disclosure of your personal information
4.1 We may share your personal information with any member of our group, which means our subsidiaries, our ultimate holding company and its subsidiaries, as defined in section 1159 of the UK Companies Act 2006.
4.2 We may share your personal information with selected third parties, including:
- our third party service providers and sub-contractors, including but not limited to card payment and direct debit payment processors, suppliers of technical and support services and companies that assist us in carrying out identification and fraud checks;
- credit reference agencies for the purpose of assessing your credit score, where this is a condition of us entering into a contract with you;
- analytics and search engine providers that assist us in the improvement and optimisation of the Website.
4.3 We may also disclose your personal information to third parties:
- in the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets;
- if APOL or substantially all of its assets are acquired by a third party, in which case personal information held by APOL will be one of the transferred assets;
- if we are under a duty to disclose or share your personal data in order to comply with any legal obligation, or in order to enforce or apply our terms and conditions or any other agreement; or
- to protect the rights, property, or safety of APOL, our customers, or other persons. This may include exchanging information with other organisations for the purposes of fraud protection and credit risk reduction.
4.4 Save as expressly detailed above, we will never share, sell or rent any of your personal information to any third party without your consent. Where you have given your consent for us to share your information, but later change your mind, you should contact us and we will stop doing so.
5. Your rights
5.1 The Act gives you certain rights in relation to personal information held about you. You may contact us by post or email at any time, to request that we:
- update any out of date or incorrect personal information which we are holding about you; or
- provide you with copies of any personal information which we hold about you, subject to a fee specified by law (currently £10).
5.2 You have the right to ask us not to process your personal information for marketing purposes. We will inform you (before collecting your personal information) if we intend to use your personal information for such purposes or if we intend to disclose your information to any third party for such purposes. You can exercise your right to prevent such processing by checking certain boxes on the forms we use to collect your personal information. Alternatively, you can contact us by post or email at any time.
5.3 If you have previously given your consent to the use of your personal information for marketing purposes, you can choose to stop receiving marketing communications which we send to you from time to time by following the unsubscribe instructions included in such communications. Alternatively, you can opt out of such communications at any time by contacting us by post or email.
6. Transfers of personal information
6.1 The personal information that we collect from you may be transferred to, and stored at, a destination outside of the European Economic Area ("EEA"). It may also be processed by staff operating outside the EEA working for us, other members of our group or one of our suppliers (including third party data processors). Such staff may be engaged in, among other things, the provision of our services to you, the processing of transactions and/or the provision of support services. By providing us with your personal information you acknowledge and consent to any such transfer, storage and processing.
7. Security of data
7.1 All information you provide to us is stored on our secure servers. Payment transactions may be undertaken by third party service providers and will be encrypted using industry standard SSL technology. Where we have given you (or where you have chosen) a password which enables you to access your online account, you are responsible for keeping this password confidential. We ask you not to share a password with anyone.
7.2 We follow generally accepted industry standards to protect the personal information submitted to us, both during transmission and once we receive it. Although we make every effort to protect the personal information which you provide to us, the transmission of data over the internet is not completely secure. As such, you acknowledge and accept that we cannot guarantee the security of your information transmitted to the Website and that any such transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to prevent unauthorised access.
8. Third party websites
Last updated on 14th April 2015.[/text_output][/vc_column][/vc_row]
[vc_row padding_top="0px" padding_bottom="0px" border="none" style="max-width:800px; margin-left:auto!important; margin-right:auto!important;"][vc_column width="1/1"][custom_headline type="center" level="h1" looks_like="h1"]Investment Declaration[/custom_headline][/vc_column][/vc_row][vc_row padding_top="0px" padding_bottom="0px" border="none" style="max-width:800px; margin-left:auto!important; margin-right:auto!important;"][vc_column width="1/1" fade_animation="in" fade_animation_offset="45px"][text_output]1. The Applicant irrevocably offers to apply for the Shares above specified to become a shareholder in the Company, registered in England under the provisions of the Companies Act 2006 and subject to the Articles of Association of the Company. The expressions used in the Subscription Form shall have the meaning attributed to them in the Offer section of the website (the "Offer Document”) except where the contents otherwise requires.
2. The Applicant undertakes to A Piece of London that A Piece of London may rely on the offer made by the Applicant to participate in the Offer pursuant to this Subscription Form and accordingly that this offer may not be cancelled, rescinded or otherwise revoked after the date hereof. The Applicant agrees to accept the number of Shares allocated to them whether the number applied for, or a lower number, on the terms and subject to the provisions of the Article of Association.
3. The Applicant hereby warrants to A Piece of London that:
- The Applicant agrees to pay or procure payment on demand and to indemnify or procure the indemnification of the Company and/or A Piece of London against:
- any liabilities, expenses or payments which may be payable by the shareholders of the Shares under the Articles of Association or these terms and conditions; and
- any sums to which A Piece of London or any other person may become entitled by way of indemnity under the Articles of Association or these terms and conditions;
- the Applicant has received the Offer Document and is aware of the aims and objectives of the Company and has relied on the advice of, or has consulted with, their own professional advisers with regard to the tax, legal and other economic considerations related to this application to the Company; or is aware it is open to them to seek advice from a professional adviser;
- the Applicant falls within one of the following categories of investor, as confirmed in the Investor Eligibility Assessment:
- a certified high net worth individual, pursuant to Article 48 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"), and has signed a statement in the requisite form confirming this;
- a self-certified sophisticated investor, pursuant to Article 50A of the Financial Promotion Order, and has signed a statement in the requisite form confirming this; or
- a certified restricted investor, who has signed a statement in the form set out at Chapter 4.7.10 of the FCA's Conduct of Business Sourcebook.
- the Applicant has received and has read and understood the terms of the Offer Document and particularly the section headed “Risk Factors”, and is aware of the risks attached to becoming a shareholder in the Company, including that, subject to the Companies Act 2006 and the Articles of Association, shareholders are precluded from management of the business of the Company;
- to the extent that the Offer Document contains any descriptions or provisions which are inconsistent with or conflict with the provisions of the Articles of Association, the Applicant confirms that on becoming a shareholder in the Company, the Applicant should rely on the Articles of Association in respect of the Company, that the terms and conditions of the Articles of Association shall prevail in the event of such conflict or inconsistency and that neither the Company, A Piece of London nor any other party shall be liable in connection with any such inconsistency or conflict;
- the Applicant has such knowledge and experience in financial and business matters as to be capable of evaluating the risks involved in, and the merits of, an investment in the Company;
- in evaluating the suitability of an investment in the Company, the Applicant has not relied upon any representation or warranty (whether oral or written) made by the Company, A Piece of London or any other person other than as set forth in the Company documentation, (subject in each case to amendments to these documents up to the relevant closing date) save that this shall not apply to any fraudulent representation.
- the Applicant recognises that this is a long term investment and there is no established market for Shares in the Company, that they cannot be sold or otherwise disposed of except in the manner set out in the Articles of Association, and that the Applicant may have difficulty in obtaining reliable information about their value;
- the Applicant has the financial ability to bear the economic risk of participating in the Company, has adequate means for providing for their current needs and possible contingencies and has no need for the liquid funds representing their investment in the Company;
- the Applicant shall promptly provide to A Piece of London such information as it may reasonably require for the purpose of determining the Applicant’s eligibility to acquire Shares;
- all information provided to the Company in this Subscription Form is correct and complete as at today’s date and may be relied upon by A Piece of London and may be relied on by other shareholders in the Company. The Applicant agrees to notify A Piece of London as soon as reasonably practicable upon becoming aware if:
- any representation or warranty contained in this Subscription Form becomes untrue prior to the admission of the Applicant as a shareholder; or
- any response to any questions contained in this Subscription Form become untrue at any time;
4. The Applicant agrees, by executing this Subscription Form, to be bound by the terms of the Articles of Association and this Subscription Form shall accordingly constitute the Applicant’s irrevocable agreement to be bound by the terms and conditions of the Articles of Association as a shareholder. In the event that the Applicant is allocated additional Shares, without having completed a further Subscription Form, the Applicant will be deemed to have restated the relevant terms of this Subscription Form as at the date of such allocation.
5. The Applicant agrees that the information provided to the Company in connection with becoming a shareholder and during the course of the operation of the Company may be stored on computer or otherwise by A Piece of London and such other parties that A Piece of London may nominate for administrative purposes and consent to the use of such information for the purpose of the on-going administration of the Company.
6. The Applicant warrants to A Piece of London and the Company that:
- they have full capacity, power and authority to make this application and to become a shareholder of the Company;
- they are 18 years of age or over;
- they are experienced in business matters and recognise that an investment in the Company is a speculative venture; and
- they are applying on their own account or account under their control.
By ticking the box, you provide your electronic signature (which will have the same effect as if you had signed it in writing) confirming that the information you have provided in the Applicant Details Form are correct and that you accept the Terms and Conditions.[/text_output][/vc_column][/vc_row]