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.
The following definitions apply to these Terms:
Bond: a transferable instrument acknowledging indebtedness issued by the
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
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
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
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
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.
3.1 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
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
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
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
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
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
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
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
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
- 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
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
- we are unable to verify your
- the overall Maximum
Fundraising Amount for investment is reached before your application can
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
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
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
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 firstname.lastname@example.org 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
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
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
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
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
email@example.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
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
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
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
- loss of revenue, business,
profits, expected returns, opportunity, interest or anticipated
- increased costs of
- loss of data;
- losses that were not caused
by our breach;
- loss of goodwill and
- claims by third
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
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
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
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
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,
- 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
- 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
- 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
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
- 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.
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
18.6 You can request a full copy of our Conflicts of Interest Policy from us at
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
As per the Financial Conduct Authority, loan-based crowdfunding platforms do
not fall within the remit of the Financial Services Compensation Scheme
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 firstname.lastname@example.org. 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
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
These Terms and Conditions were last updated on 18th April 2018.
there is insufficient demand from investors and the Minimum Fundraising Amount is not reached; or