1. INTRODUCTION

1.1 The website www.heritagecrowd.com is operated by Heritage Crowd Limited (Heritage Crowd, we or us), a private company limited by shares, registered in England under company number 11158423 and with registered office address at The Old School House, Heritage Mews, High Pavement, Nottingham, United Kingdom, NG1 1HN. Heritage Crowd is an appointed representative of Share In Ltd (company number 603332), which is authorised and regulated by the Financial Conduct Authority (FCA). 

1.2 These terms and conditions (Terms) set out the contractual relationship between us when you access the Website and make investments through it. Each investment you make shall also be subject to the terms of the investment documentation, including without limitation, any application form, offer document, bond instrument, shareholders’ agreement, constitutional documentation of the issuer or supporting documentation. If there is any inconsistency between these Terms and any investment specific documentation, the investment specific documentation shall prevail. 

1.3 Please read these Terms before you use the Website and before you invest and if there is anything that you do not understand please contact us at 0115 855 7176 because these are the Terms on which we will rely. Telephone calls to and from us may be recorded and monitored and may be used in evidence, if there is a disagreement.

1.4 Other terms and conditions may apply to other services we provide. If you would like to hold your Investments (as defined below) in an Innovative Finance ISA, then you will need to read and accept the Share In Innovative Finance ISA terms and conditions in addition to these Terms. These can be found https://heritagecrowd.sharein.com/legal/if-isa-terms-conditions.

1.5 All investments can go down in value as well as up and we are not responsible for any losses you incur or any tax liabilities which arise as a result of your dealings with us.

1.6 We may appoint any person (whether connected to Heritage Crowd or not) to perform any of our functions or responsibilities under these Terms. The contract may be assigned in whole or in part, but only if this does not offer you a poorer service and if your rights are not prejudiced by the assignment.

1.7 We may update and amend these Terms from time to time and, where the change may be detrimental to investors, the revised Terms will be sent to all registered users by email. Any such changes shall not apply to investment applications that have been accepted prior to the date of the change but it is your responsibility to ensure you review these Terms and regularly familiarise yourself with any changes. You will not be notified by email or post of incidental changes such as clarity, drafting and typographical amendments or changes to reflect the facilities offered by new functionality or services on or via the Website to benefit our customers. These will be made immediately and will be available on our Website.

2. DEFINITIONS

The following definitions apply to these Terms:

Bond: a transferable instrument acknowledging indebtedness issued by the Issuer.
Client Account: means the custodian's segregated client account where Investors’ money is held separately from Heritage Crowd’s or the Custodian’s own money. 
Collective Depot: the segregated securities account maintained by Heritage Crowd in respect of each series of Bonds.
Condition: a condition from these Terms.
Custodian: MangoPay SA, a public limited liability company incorporated in Luxembourg listed under company number B173459 on the Luxembourg Trade and Company Register and with a registered office address at 59 Boulevard Royal, L-2449 Luxembourg, which holds an e-money issuer licence granted and regulated by the Financial Sector Regulator (CSSF).
Electronic Wallet: means the functionality on the Heritage Crowd Platform which allows you to see, use and manage your cash in the Client Account;
Force Majeure: an event beyond the reasonable control of Heritage Crowd which shall include, without limitation, strikes, lock-outs or other industrial disputes, nuclear accident or acts of God, war or terrorist activity, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident or breakdown of plant or machinery, interruption or failure in communications networks and facilities (including the internet), computer viruses, unauthorised access, theft, operator errors, fire, flood, storm or default of suppliers, and where they are beyond our reasonable control, any other acts, events, omissions or accidents.
Heritage Crowd Platform: the online platform operated by Heritage Crowd for the purpose of facilitating the issue of Bonds between the Issuers and Investors.
Heritage Financial Holdings plc: Heritage Financial Holdings plc, a public company limited by shares, incorporated in England with company number 11241891 and registered office address at The Old School House, Heritage Mews, High Pavement, Nottingham, NG1 1HN.
Maximum Fundraising Amount: means the amount set out in the relevant offer document as the maximum amount that the Issuer is looking to raise through the offer;
Minimum Fundraising Amount: means the amount set out in the relevant offer document as the minimum amount that the Issuer is looking to raise through the offer and if the threshold is not met the Investment will not proceed.
Innovative Finance ISA or IFISA: An investment product which allows individuals to invest in Bonds and other loans whilst receiving tax-free interest and capital gains. 
Investments: means the Bonds, loan agreements, shares or other investments, each of which will be detailed in related offer documents on the Heritage Crowd Platform;
Investor or you: A member of the Website who invests in the Bonds. 
Issuer: a subsidiary company of Heritage Holdings which issues Bonds for offer on the Website.
Redemption: an entire or, if specified, partial repayment on the principal amount of the Bond by the Issuer.
Security Trustee: London Consolidated Finance Limited: London Consolidated Finance Limited, a private limited Company by shares, incorporated in England with Company number 8635087 and registered office address at D K Sandground, Suite 4, Imperial House, 2a Heigham Road, London, E6 2JG.

3. MEMBERSHIP

3.1 Details of currently available Investments are viewable to all users of the Website, but you must register your details and apply to open an account to receive Investment offers and make Investments through the Heritage Crowd Platform. Membership is restricted to investors who can demonstrate the appropriateness of such investment for them. Heritage Crowd will require Investors to demonstrate that they understand the risks of Investment and either have sufficient assets, have investment experience or will not invest too high a proportion of their assets, as a condition to accepting their registration application.

3.2 In order to register yourself, you must provide personal information including (i) your given name(s), (ii) your surname, (iii) your country of residence and (iv) your email address. 

3.3 Registration is subject to the following Conditions: 

  • layout are an individual or a legal representative of an organisation; 
  • you have a bank account capable of receiving payments in Sterling (GBP); 
  • you are over the age of 18 years aged 18 and over and legally capable to act/are authorised to act on your own behalf or on behalf of the organisation;
  • you have never been refused access or blocked from using a similar website to the Website due to criminal or illegal   activity; and 
  • you have never been convicted of an offence related to cybercrime, financial crime, or fraud. 

3.4 As part of the membership application you must provide us with the account details of the bank account from which you intend to make and receive payments (your nominated account). Your nominated account must be in the same name as the person who is registered as a member with the Heritage Crowd Platform and must be held with a bank within the United Kingdom or another institution that is acceptable to us. 

3.5 Each registration is for the single named applicant or their appropriately authorised financial adviser only. Your registration is not transferable, otherwise than in the event of your death, mental incapacity or insolvency. In the event of your death, incapacity, insolvency or winding up or our reasonable suspicion that payment to you may contravene any laws, we may transfer your account to such person that provides reasonable proof that they are entitled to legal ownership or control of your assets. 

3.6 By completing registration and creating an account on the Website you declare that the information provided by you in connection with the registration is correct and that you comply with the Terms set out in Conditions 3.3 (a) to (e) above. If you do not comply with the aforementioned Conditions then you cannot register an account on the Website. If you do create an account on the Heritage Crowd Platform and are found to be in breach of these Terms and Conditions your account will be immediately terminated. Heritage Crowd may request additional information about you, and your continued use of the Website will be subject to your co-operation in providing the additional information.

3.7 We may use the information you provide to us to carry out checks with third parties, including anti-money laundering and credit checks, in order to process your application. We may ask for additional information from you at any time in connection with your membership. 

3.8 We may accept or reject applications to register as a member and invest into Investments at our absolute discretion. If your application to open an account is successful, we will treat you as a member of Heritage Crowd. 

3.9 Investors will be provided with login details in order to access their personal investment information. It is the responsibility of the Investor to keep these details secure and not to permit anyone else to use them. If an Investor wishes to provide access to his account to another person, he will need to apply to Heritage Crowd and permit Heritage Crowd to perform anti-money laundering checks on them.

3.10 You are responsible for all information and activity on your account. If you authorise a financial adviser to operate your account, we will be entitled to assume they have complete authority. Any limitations you place on their authority are a matter between you and the adviser and we shall not be required to police that authority, even if you provide us with notice of the limitation. You may terminate the appointment of an adviser by providing us with written notice and such proofs as we may require as to verify the instruction has come from you. 

3.11 We have the right to disable any username or password at any time, if, in our opinion, you have failed to comply with any of the provisions of these Terms and you will not be permitted to make any further Investments via the Heritage Crowd Platform.

3.12 You can terminate your account at any time by notifying Heritage Crowd in writing. Heritage Crowd will only be able to terminate your account fully once all Investments have been repaid in full.

3.13 Where either you or we have given notice to terminate your account and you have an Investment which is outstanding, your account will be suspended pending repayment or Redemption of your Investment and repayment of your funds in accordance with the Investment terms and conditions (after any fees payable to us) at which stage we will close your account. Following suspension of your account, you will not be able apply for any further Investments but you will be able to access your account to monitor any outstanding Investments.

3.14 We may rely on all communications given or made by you or anyone else using your username, account number and password which we reasonably believe to have been made by you or on your behalf. You will be bound by any agreement entered into or expense incurred on your behalf in reliance upon such a communication.

3.15 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 member account is not you or we suspect illegal or fraudulent activity or unauthorised use. 

3.16 We do not accept responsibility for any loss you or anybody else may suffer because any instructions or information sent by you or us are sent in error, fail to reach the recipient or are distorted unless such loss results from our negligence, failure to exercise reasonable skill and care, fraud or our deliberate default. 

3.17 We will not be responsible for any payments from your nominated account or any loss you may suffer caused by your failure to keep your registration details confidential, your fraud or your failure to comply with these Terms. We will not be responsible for any act or omission of a third party other than any third party to whom we delegate our responsibilities under these Terms. 

3.18 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. 

3.19 The provisions of these Terms that are capable of on-going application shall continue to apply to you and us after termination of the account by Heritage Crowd or by you.

3.20 There are no costs associated with registering with the Heritage Crowd Platform and the ongoing maintenance of your account.

3.21 Receipt of money for your Investments (and passing these monies on to any Issuer in which you have chosen to invest) and the receiving of interest and repayment of capital are handled by the Custodian. You agree with the general terms and conditions of the Custodian when you make an Investment via the Heritage Crowd Platform (please see Condition 7.1 below). No interest is payable to you on money held with the Custodian.

4. OUR SERVICES

4.1 Our services will give you the ability to:

  • apply for the Investments featured on the Heritage Crowd Platform;
  • access details of a range of investments once we have determined that they are of an  appropriate type to be offered  via the Heritage Crowd Platform;
  • make Investments;
  • review and download offer documents relating to Investments;
  • manage, via arrangements in place with the Custodian, any proceeds from your Investments when realised, through the Heritage Crowd Platform from the first interest payment to the final repayment; and
  • access a record of all transactions made by you for the duration of your use.

4.2 We will provide the services described above in accordance with these Terms.

4.3 We are not authorised to, and will not:

  • give you any Investment advice or tax advice;
  • make any personal recommendation to you;
  • advise you about the merits of a particular transaction; or
  • match Investment opportunities with users.

4.4 If the Investor is in any doubt as to his own personal circumstances, he should seek such advice from an appropriately qualified professional.

4.5 You will be able to log in at any time in order to monitor your investment portfolio and/or Investments through the "Log in" section of the Heritage Crowd Platform. Funds deposited to the Client Account that are not invested in an Investment, can be viewed as a credit in your Electronic Wallet.

4.6 We will carry out reasonable due diligence on all Issuers and investment opportunities before featuring them on the Heritage Crowd Platform. However, you should conduct your own research and analysis of an Investment and seek independent advice where appropriate. 

5. MAKING INVESTMENTS

5.1 Details in relation to each Investment will be set out in the related offer documentation provided on the Heritage Crowd Platform. You must always read the offer document in full to understand the offer-specific terms and conditions. We do not guarantee that there will be sufficient Investments for you to invest in, or that any Investment that you would like to buy will be available to you. Investors should be aware that the credit risk of the Bonds listed on the Website differ, which is determined by the credit profile of the Issuer. Investors can find further information on the credit profile of an Issuer in the applicable offer document for each Bond.

5.2 Please note that once you apply for an Investment you are expected to proceed, subject to your right to cancel during the cooling off period (please see clause 5.6 below).

5.3 In certain circumstances we may not be able to fulfill your application. This could be for a number of reasons such as, but not limited to where:

  • we are unable to verify your identity;
  • the overall Maximum Fundraising Amount for investment is reached before your application can be completed;     
    there is insufficient demand from investors and the Minimum Fundraising Amount is not reached; or
  • the Issuer is unable or unwilling to take investment at that time.

5.4 We will allocate Investments on a first-come, first-served basis by reference to the time we receive all information required to confirm an investor’s eligibility to invest. We shall not be liable to you for any non-allocation of Investments to you that result from any delays in us requesting further information from you in order to confirm your eligibility. 

5.5 Minimum Fundraising Amounts and Maximum Fundraising Amounts will be made clear in the offer document. We will notify you once the Maximum Fundraising Amount is hit, and after the cooling off period has expired (as explained below in clause 5.6) if you have not cancelled your application, your application to invest is unconditional and you will have to invest in the Investment. 

5.6 You will have 14 calendar days from the date that you make your application to invest to change your mind, cancel your application to invest and request the return of any monies paid, and such period is referred to as the "cooling off period".

5.7 Unless you notify us that you wish to cancel your application during the cooling off period, funds will be transferred to the Issuer.

5.8 We will only transfer the money from the Client Account to the Issuer after the cooling off period has expired and once either the Minimum Fundraising Amount has been met or the offer has closed. We will notify you by email when the money has been transferred from the Client Account to the Issuer.

5.9 When you make your application, the additional terms and conditions on which you are making that Investment will be in the offer document.

5.10 If the offer does not reach the Minimum Fundraising Target before the end of the specified period (which will be clear on the offer document), the Investment opportunity will be removed from the active Investments on the Heritage Crowd Platform and any applications you have made for that Investment will be cancelled. You will be notified and any monies paid in respect of the application will be returned to you without interest.

5.11 There is currently no secondary market available through which you may sell Investments. You therefore acknowledge and agree that once you have made an Investment, it may not be possible to sell your Investment to another party.

5.12 Where you have a transferable Investment and have found a buyer for the Investment in question, that buyer must already be or must become a registered user of the Heritage Crowd Platform and agree to the same Terms for membership and investment as you have. We will facilitate the transfer of the relevant Investment to that buyer and you will be charged a fixed fee being the higher of £25 and 0.5% of your Investment plus VAT towards our administration costs for facilitating such a transfer. Please refer to the contractual documents (such as bond instruments) that form part of the offer document for more details on any specific transfer restrictions and remember that each Investment is different. You should consider the lack of liquidity in your decision as to whether to invest.

5.13 Where the Investment is not held within the Innovative Finance ISA, the Issuer will deduct income tax from any interest payment. Issuers will not deduct any other tax from your Investment returns. It is your responsibility to account for any other tax and other personal taxes that may be payable to the appropriate authorities.

5.14 A maturity of a Bond can vary and will be set out in the applicable offer document. After the expiry of the term, we shall procure the Issuer to redeem the relevant Bonds by paying to you (via the Custodian) (i) the nominal value of the Bond and (ii) the interest to your account. In discharging our obligations under this Condition, the Security Trustee shall exercise the rights of the Bondholders under the Bonds on the Bondholders’ behalf.

5.15 You will have the option to: a) reinvest monies received under the Bond into other investment opportunities listed on the Heritage Crowd Platform; or (b) withdraw monies to a nominated bank account linked to your investment account. In the case of option (b) the withdrawal of monies from your account to a nominated bank account shall be processed by the Custodian.

5.16 Bond certificates will be issued to all investors who make a subscription under a Bond offer only upon acceptance of the Investors by the Issuer. The Bond certificates will be delivered by the Issuer to a Collective Depot created in respect of such Bond series which is held by the Security Trustee. A separate Collective Depot will be constituted in respect of each Bond issuance and you agree that the Security Trustee is the custodian and administrator of the Collective Depot on your behalf. As a result a legal relationship shall be constituted between yourself (as beneficial owner of Bonds) and the Security Trustee. The interest you receive is dependent on the terms and conditions of the Bond in which you invest.

5.17 In respect of an issuance, all Bonds are subject to the same terms and Bondholders rank equally in terms of preference. Unless otherwise stated, each Bond ranks equally with all present and future creditors of the respective Issuer, except for preferred creditors and excepting any local rules that apply to the Issuer concerned. Exceptions (where a Bond differs in seniority to other obligations of the Issuer) to this will be clearly set out in the appropriate offer document.

6. WITHDRAWAL OR TERMINATION

If you wish to terminate your account or cancel your subscription to an Investment during the cooling off period, you may request to do so by emailing us at hello@heritagecrowd.com prior to the close of subscriptions. If we receive the request after the offer has been fully subscribed, your request will be rejected and your money will be committed.

7. YOUR MONEY AND PAYMENTS

7.1 You must fund your account before you can subscribe to an Investment. You can do so by making a payment to the Custodian, who will open an account in your name. As a condition of opening an account with us, you are required to accept the Custodian’s general terms and conditions which you can view/download at: https://www.mangopay.com/terms/MANGOPAY_Terms-EN.pdf . These create a direct client relationship between you and the Custodian. The Custodian may pass data about you to its own sub-contractors and partners when that is necessary for it to fulfil its obligations to us and for its business as an issuer of electronic money. You can withdraw your money at any time before it becomes committed to an Investment.

7.2 The Custodian is directly responsible to you for the holding of your money and our responsibility to you in this regard is limited to (i) the diligent selection of the Custodian as a person who is appropriately authorised to issue electronic money or otherwise hold your money and (ii) the accurate and timely passing of your instructions to the Custodian to effect payments to and from your account. The Custodian will hold money it receives from you in accordance with the law of Luxembourg relating to the issuance of electronic money, which requires that it holds your money separately from its own money. 

7.3 Money held in the Client Account will not attract any interest. 

7.4 Payments for investments can be made by bank transfer, debit card payment or by using your Electronic Wallet to use any cash standing to the credit of the Client Account. Capital and interest payments will be paid out into the Client Account and can be viewed in your Electronic Wallet. The choice of methods may vary by offer and according to the size of the investment made. 

7.5 If we are unable to verify with reasonable certainty that a payment has come from your nominated bank account, the Custodian may instruct our bank to return the payment to its source and will not be responsible for any delays or charges or expenses incurred by you as a result nor for any losses you may suffer including any losses that we could not reasonably have expected to occur. 

7.6 We will, as required by applicable laws and the Financial Conduct Authority, ensure that there are appropriate arrangements in place for an alternative provider to administer the Investment on your behalf if we are no longer able to do so.

8. RECEIVING PROCEEDS OF AN INVESTMENT

8.1 Any (a) income or capital return paid by the Issuer, or (b) proceeds following the realisation of the Investment, before being distributed to members, will be held in the Client Account. Where applicable, we will deduct our fees and charges from the money held in the Client Account, in line with the relevant offer document, before returning the net proceeds to you. 

8.2 You are responsible for accounting to the tax authorities for any tax that may become payable on your investment returns. We will generally be required to apply withholding tax on debt investments. Where we do, we shall provide you with a certificate that you can use for the purposes of completing your tax returns. 

9. RISKS

Before you invest through the Website, you should make sure that you fully understand the risks which are set out in the relevant offer document and conduct your own due diligence on the Investment and the Issuer to determine whether the Investment is suitable for you on the basis of such information. The risks attaching to any given Investment will be contained in the offer document. Bond and equity investments are not readily realisable and are not subject to the same protection from the Financial Services Compensation Scheme (FSCS) as deposits. Past performance is not a reliable indicator of future performance. Please note that capital is at risk and returns are not guaranteed. Please see our risk waning notice here.

10. HOW WE WILL COMMUNICATE WITH YOU

10.1 Most communications will be sent to you by email. However, we may telephone you to discuss matters related to you. 

10.2 All documents of title, contracts and other information and documentation in relation to the Investments you buy through the Website will be sent to you electronically.

10.3 On the rare occasion that we may need to send any printed documents, these will be sent to the last known postal address that we hold for you and we will not be responsible if you do not receive them for any reason. 

10.4 You must inform us immediately of any changes to your personal details, including your postal address, your email address, your telephone numbers (mobile and landline) and, if relevant, your bank details. 

10.5 When we receive returned mail, emails or payments, we will take reasonable steps to contact you to get your new details. However, we do not have to send further communications to the old address or old email address. 

10.6 We may receive and make all communications between you and the Issuer of the Investment as agent for both of you. 

10.7 If you need to contact us urgently, you should email us at hello@heritagecrowd.com in the first instance. You can also telephone us 0115 855 7176 from Monday to Friday between 09.00 and 17.00 hours. 

11. ACCESSING THE WEBSITE AND AVAILABILITY

11.1 While we endeavour to ensure that the Heritage Crowd Platform is normally available 24 hours a day, we cannot promise that the Heritage Crowd Platform will be free from errors or omissions nor that it will be available uninterrupted and in a fully operating condition. The Heritage Crowd Platform may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons reasonably beyond our control. We will not be liable to you or to any other person in the event that all or any part of the Heritage Crowd Platform is discontinued, modified or changed in any way. We do not accept liability arising from any errors, omissions, interruptions of service or delays that may occur in connection with the Heritage Crowd Platform.

11.2 We shall not be liable for any failure, any suspension or any termination of access to the Heritage Crowd Platform in connection with or arising out of a Force Majeure event.

11.3 You are responsible for making all arrangements necessary for you to have access to the Heritage Crowd Platform. 

12. ACTING AS YOUR AGENT AND AS REGISTRAR

12.1 For some Investments, we may enter into any contractual documentation with the Issuer on your behalf as your agent. We will act as registrar and as agent in respect of your Investments through the Heritage Crowd Platform. You authorise us to take any decisions necessary as agent in connection with both contractual documentation and other matters where we act as your agent, whether at the time the contract is entered into or during the term that the contract is outstanding. This will include any such steps as we may consider necessary, in our absolute discretion, to attempt to ensure that the Issuer complies with the terms and conditions of the underlying contractual arrangements for the Investment. We will also arrange for any capital and interest payments to be collected from Issuers and transferred to your Client Account. These can be seen in your Electronic Wallet and cashed out to your personal account.

13. SECURITY TRUSTEE

13.1 The Investments will be secured and the security will be held in the name of the Security Trustee on trust for the Investors. The Investment documents will set out the terms on which the Security Trustee will hold such security and act on behalf of Investors.

13.2 This may also mean (among other things) that you (as an Investor) will not be able to directly enforce any rights under the Investment against the Issuer but that any enforcement action will be taken on behalf of all investors by the Security Trustee. 

13.3 The existence of security should not be considered to be an absolute guarantee of certain repayment in the event that the Issuer fails to meet any obligations it has to you.

14. FEES AND CHARGES

14.1 We make charges for our services. We will normally charge the Issuer a fixed fee as a % of the amount invested in an Investment. Details of all our charges will be clearly stated in the relevant offer document. 

14.2 From time to time, we may also recover from the Issuer the costs incurred by us in bringing the Investment to the Website, which may include due diligence costs, legal fees, valuation reports and market surveys. 

14.3 If you use an intermediary in connection with your account (such as a financial adviser), your intermediary is responsible for disclosing to you their fees that relate to the advice or service that they give to you. We may facilitate the payment of such fees out of your account if you instruct us to do so. 

14.4 If an Investor wishes to transfer his Investment to another person, Heritage Crowd will charge a fixed fee being the higher of £25 and 0.5% of the Investment plus VAT, for registering the transfer.

15. OUR LIABILITY

15.1 Nothing in these Terms shall restrict your statutory rights (including your rights to receive a reasonable standard of service, more details about which can be obtained from your local Trading Standards Office or Citizen's Advice Bureau), nor shall anything in these Terms exclude or limit our liability for death or personal injury resulting from our negligence or from any fraud or fraudulent misrepresentation nor any other liability which cannot be excluded or limited under applicable law. Nothing in these Terms excludes or limits our liability under the Financial Services and Markets Act 2000 or any rules or requirements of the Financial Conduct Authority.

15.2 If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking the contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the process. 

15.3 Our liability to you for any third-party failures is limited to the reasonable selection of third party providers and for the performance of persons to whom we delegate our responsibilities under these Terms. If our failure to discharge our obligations to you is caused by third parties beyond our reasonable control, we shall not be responsible for such failure. 

15.4 We will also not be liable for loss or damage that results from our failure to comply with these Terms that fall into the following categories (whether direct or indirect) whether or not we have been advised of the possibility of such loss: 

  • any indirect or consequential loss; 
  • loss of revenue, business, profits, expected returns, opportunity, interest or anticipated savings; 
  • increased costs of working; 
  • loss of data;
  • losses that were not caused by our breach;
  • loss of goodwill and reputation; or 
  • claims by third parties. 

15.5 Subject to the above, our maximum aggregate liability to you in respect of your use of the Website shall in all circumstances be limited to a sum equal to the fees and charges we receive related to and in proportion to your Investment.
 

15.6 The material displayed on the Website is provided "as is" without any promises or commitments as to the accuracy of third party content unless expressly stated otherwise. 

15.7 We have made all reasonable endeavours to ensure that the content of the Website is accurate and up to date. Parts of the Website content is provided by third parties. We try to ensure that our sources of information are reputable and we take due care in preparing the information. We are not responsible for any information on the Website or any site linked to the Website which is being marketed by a third party. Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on the Website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

15.8 We will take all reasonable steps to ensure that the Website is available for all services at all times but we do not promise that access to the Website will always be available or that access will be uninterrupted, that there will be no delays or failures, errors or omissions or that it will meet your requirements. We will not be responsible for any losses or expenses you incur resulting from events which are beyond our control or for any other losses or expenses which may result from your inability to access the Website.

15.9 Heritage Crowd assumes no responsibility for the content of the linked Websites.

15.10 None of the materials or information on the Website or on the Heritage Crowd Platform are intended to amount to, or should be seen as, advice, or a recommendation to buy or sell any Investment or enter into any transaction.

15.11 None of the materials or information on the Website or on the Heritage Crowd Platform constitute a direct offer to sell or a solicitation of an offer to purchase securities and in particular does not constitute an offering in any state, country or other jurisdiction where, or to any person or entity to whom, an offer or sale would be prohibited.

15.12 Your use of any information or materials on the Website is entirely at your own risk, for which we shall not be liable. You should not rely solely on the information provided on the Website when making an Investment but should also consider any further information supplied to you by the business concerned.

15.13 Heritage Crowd has taken measures to ensure that you can pay safely via the Website. This concerns a service that will be executed by the Custodian. Heritage Crowd bears no responsibility for the performance of the Custodian beyond reasonable due diligence in its selection.

15.14 The limitations of the liability of Heritage Crowd included in this Condition do not apply if there is an instance of wilful intent or misconduct on the side of Heritage Crowd or its directors.

15.15 To the extent permitted by law and the rules of the Financial Conduct Authority, we, other members of our group of companies and third parties connected to us hereby expressly exclude all conditions, warranties and other terms and conditions which might otherwise be implied by statute, common law or the law of equity.

16. FORCE MAJEURE

In case of Force Majeure which prevents Heritage Crowd from complying with its obligations to you, Heritage Crowd is relieved from such obligations towards you as an Investor to the extent that it has not contributed towards the same. All of its obligations with regard to you as an Investor shall be suspended for the duration of the Force Majeure.

17. CONFIDENTIALITY AND DATA

17.1 For the purposes of the Data Protection Act 1998 (the Act), the data controller is Heritage Crowd. We are registered with the Information Commissioner's Office with registration number: ZA327820. 

17.2 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. 

17.3 We may obtain your personal data in different ways. You will 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. 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; and
  • 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.

17.4 We, our platform provider Share In Ltd or other 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 provide you with the information and services that you request from us;
  • to enable you to make applications to become either an investor ;
  • to verify your identity in order to prevent and detect money laundering and fraud;
  • to carry out credit reference checks and other regulatory checks;
  • to carry out statistical analysis and market research;
  • for marketing, advertising and promotional purposes;
  • to notify you about changes to our services and to keep you informed about our fees and charges;
  • to improve the products and services we offer
  • with your consent only, to contact you (including by email or post) with information about our products and services which either you request, or which we feel will be of interest to you; and
  • for risk reporting and risk management purposes.

17.5 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. 

17.6 We may share your personal information with any company that is a member of the Heritage Financial Holdings group as defined in section 1159 of the UK Companies Act 2006. 

17.7 We may share your personal information with selected third parties, including: 

  • our 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;
  • companies that assist us in our marketing, advertising and promotional activities; and
  • analytics and search engine providers that assist us in the improvement and optimisation of our site.

17.8 Any third parties with whom we share your personal information are limited (by law and by contract) in their ability to use your personal information for any purpose other than to provide services for us. We will always ensure that any third parties with whom we share your personal information are subject to privacy and security obligations consistent with these Terms and applicable laws. 

17.9 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 Heritage Crowd or substantially all of its assets are acquired by a third party, in which case personal information held by Heritage Crowd 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 Heritage Crowd, our customers, or other persons. This may include exchanging information with other organisations for the purposes of fraud protection and credit risk reduction.

17.10 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. 

17.11 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 £10.00).

17.12 You have the right to ask us to not 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. 

17.13 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 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. 

17.14 We will always take steps to ensure that such transfers comply with applicable privacy laws and we will take all reasonable precautions to ensure that your personal information is treated securely and in accordance with these Terms. However, you should be aware that countries outside the EEA may not offer the same level of protection for personal information as the United Kingdom. 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. 

17.15 Our Website uses cookies, which are small files placed on your internet browser when you visit the Website. We use cookies in order to offer you a more tailored experience in the future, by understanding and remembering your particular browsing preferences. 

17.16 There are a number of ways for you to manage cookies. Your browser settings should allow you to accept or reject cookies and you can set your browser to prompt you before accepting a cookie. You can delete any cookies that have been installed in the cookie folder of your browser. The various browsers provide different procedures to manage your settings. If you do disable cookies, it may affect the functionality of the Website and the way in which you can use it. 

18. CONFLICTS OF INTEREST

18.1 We will represent the interests of the Issuers and Investors. In promoting the Investments, we will provide a balanced summary of the features and risks of investing. In reporting to you about your Investments or taking action to ensure compliance of Issuers with the terms of the investment instrument, we shall always seek to act in your best interests. 

18.2 You acknowledge and agree that we may effect transactions for you in which we or a member of our group of companies has, directly or indirectly, a material interest or a relationship of any description with another party which involves or may involve a potential conflict with our duty to you.

18.3 Where we or a member of our group of companies has, directly or indirectly, a material interest or a relationship of any description with an Issuer, neither we nor any of our group companies shall be required to account to you for any profit, commission or remuneration made or received from or by reason of such interest or relationship.

18.4 In order to align our interests with our clients, we, our staff and our associates, may invest in the investment opportunities we present on the Website, but we shall do so on standard terms that do not result in preferential treatment, cherry-picking, priority in allocation for buying or selling, or transacting ahead of investors based on confidential information. Where investment offers are over-subscribed, we shall give priority to other investors over us or our staff and associates. 

18.5 All areas of the business review their operations and working relationships regularly to identify potential conflicts of interest and determine where any changes to our operations should be made to prevent conflict from arising. Only where it is not possible to prevent a conflict of interest, or put measures in place to prevent customers' interests from potentially being harmed as a result of a conflict, we will disclose the nature of the conflict to affected customers. This disclosure will explain clearly the nature of the conflict, the measures we have put in place to manage the conflict, and the risks to the customer's interests which exist because of this.

18.6 You can request a full copy of our Conflicts of Interest Policy from us at any time. 

19. THIRD PARTIES

19.1 Your rights under these Terms are personal to you and you may not transfer them to anyone else. Your obligations under these Terms may not, without our prior written agreement, be performed by anybody else.

19.2 Other than the Custodian and the Security Trustee, which shall have the right to enforce the provisions of these Terms that affect them, no person other that you or we shall have rights to enforce these Terms and the provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to them. 

20. COMPENSATION

As per the Financial Conduct Authority, loan-based crowdfunding platforms do not fall within the remit of the Financial Services Compensation Scheme (FSCS). 

21.YOUR CONCERNS

21.1 We welcome your feedback and would like to hear from you if you have any complaints or suggestions on how we might improve our service, or you have any concerns about material which appears on our Website. In each case please contact hello@heritagecrowd.com. You can also write to The Old School House, Heritage Mews, High Pavement, Nottingham, NG1 1HN. 

21.2 If you have any complaints about our service we will handle them in accordance with our complaints procedure. Our complaints procedure has been established in accordance with the rules set out by the Financial Conduct Authority. A copy of our complaint handling procedure is available upon request. 

21.3 After we have had an opportunity to investigate your concerns, we will issue you with a final response. Depending on the nature of your complaint and if you remain dissatisfied with our response, you may have the right to refer your case to the Financial Ombudsman Service at Exchange Tower, London, E14 9SR; telephone 0115 855 7176; or e-mail complaint.info@financial-ombudsman.org.uk 

22. SEVERANCE

If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Terms which shall remain in full force and effect. 

23. REGULATORY INFORMATION

23.1 Heritage Crowd is a limited liability company registered in England and Wales under company number 11158423 and is an appointed representative of Sharein Ltd (FRN 603332), which is authorised and regulated by the Financial Conduct Authority (FCA). We are also registered with the UK Information Commissioner's Office with the registration number ZA327820.

23.2 Details about the extent of our regulation by the Financial Conduct Authority are available from us on request.
 
23.3 Heritage Crowd does not give advice or make personal recommendations. All investment products carry risks. The relevant offer document will cover risks specific to an individual investment. Please consider all risks before investing and read the relevant offer document for each investment. Bond and equity investments are not readily realisable and are not subject to the same protection from the Financial Services Compensation Scheme (FSCS) as deposits. Past performance is not a reliable indicator of future performance. Please note that capital is at risk and returns are not guaranteed. 

24. GOVERNING LAW AND JURISDICTION

24.1 These Terms are governed by English law and shall be subject to the exclusive jurisdiction of the English Courts.

24.2 The Heritage Crowd Platform is intended for users in the United Kingdom. We make no representations that the materials and the Heritage Crowd Platform or the Website are suitable for users outside the United Kingdom, and if you choose to access the Heritage Crowd Platform from outside of the United Kingdom you are solely responsible for ensuring compliance with all relevant local laws.
 

These Terms and Conditions were last updated on 18th April 2018.