INVESTOR TERMS AND CONDITIONS

Crowd-funding - Investor Terms and Conditions

These terms and conditions (“Conditions”) apply to each person who registers as an “Investor” on the crowd-funding website at www.MercyCrowd.com (the “Website”) as part of considering and/or participating in an Investment as part of the Fundraising (each such person an “Investor”):

1. Definitions. The definitions in the table below apply to all of these Conditions.

2. Applicable terms. These Conditions prevail over any inconsistent terms or conditions contained, or referred to, in any correspondence between the Investor and any Investment Vehicle, the Champion and/or the Service Provider, on the Website, or implied by law, trade custom, practice or course of dealing. No terms or conditions endorsed upon, delivered with or contained in an Investor’s correspondence with any Investment Vehicle, the Champion and/or the Service Provider shall form part of the Contract and the Investor waives any right which it otherwise might have to rely on such terms and conditions. The headings in bold in these Conditions shall not form part of the Contract, are for convenience only and shall not affect their interpretation.

3. Legally binding terms and restrictions. These Conditions create legally binding obligations which, once accepted by the Investor, form the Contract, which can be relied upon and enforced by any Investment Vehicle, the Champion and/or the Service Provider and/or their respective advisers and/or any of their approved auditors against the Investor. The Investor shall be deemed to have accepted these Conditions by using the Website and transmitting funds for Investment. The Investor agrees that the potential opportunity to invest funds via the Website is adequate consideration for this Contract. The Fundraising is not open to the general public and is only open to persons resident in the United Kingdom (“UK”), European Union (“EU”), European Economic Area (“EEA”) or Switzerland (“CH”) or any other country as set out on the Website from time to time and who are either a “Certified High Net Worth Individual”, “Self-Certified Sophisticated Investor” or “Restricted Investor” (as these terms are defined in The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) and/or in the FCA’s Conduct of Business Sourcebook at Chapter 4.7). You must not participate in any Fundraising or make any other investments via the Website if you do not meet any of these criteria and you must not complete the online registration process to become an ‘Investor’.

4. Legal Documentation. The Investor shall be deemed to have reviewed and approved the Legal Documentation related to the Investment and which shall be provided to him by email before completion. These Conditions shall also apply to such application by the Investor. The Service Provider reserve the right to refuse any application by any person as part of the Fundraising without having to give a reason for so doing and with no right of appeal being available.

5. Use of Investor Information (including personal data). By accepting these Conditions the Investor acknowledges that the Service Provider and their contractors and professional advisers (including without limitation Mangopay, ShareIn and solicitors/attorneys) shall be entitled to use the Investor Information to assess and/or process the application by the Investor to participate in the Investment as part of the Fundraising, to comply with the law, to perform any necessary identification checks to help verify who the Investor is. Furthermore the Service Provider may disclose Investor Information to third parties: (i) in the event that the Investment is sold, in which case personal data may be disclosed to the prospective buyer (although this will be done under obligations of confidentiality), (ii) if any Investment Vehicle and/or the Service Provider is under a duty to disclose or share Investor Information in order to comply with any legal obligation (including, without limitation, in the EEA to the Police, the Financial Conduct Authority, the Information Commissioner , any securities regulatory authority or law enforcement authority, etc.), (iii) in order to enforce or apply any of the these Conditions or any other contracts entered into between the Investor and any Investment Vehicle, the Champion and/or the Service Provider , and/or (iv) in order to protect the rights of any Investment Vehicle and/or the Service Provider . This includes without limitation exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction. In order to review any application by the Investor, the Service Provider may request that the Investor provides personal information about himself/itself and its directors and shareholders (as applicable) such as name, address, email address, date of birth and copies of information such as your passport page and other proof of identification . The Investor Information may be transferred to, and stored at, a destination outside the EEA and may also be processed by staff operating outside the EEA who work for the Service Provider or for one of its suppliers. The Service Provider will use reasonable endeavours to ensure that all Investor Information is treated securely. When the Investor provides Investor Information to any Investment Vehicle and/or the Service Provider, the Investor consents to the use of that Investor Information in accordance with this paragraph.

6. Risks and Warnings. By accepting these Conditions the Investor acknowledges and agrees that (i) a decision to make an Investment is a personal decision by the Investor and that no responsibility for the consequences of that decision is accepted by the Champion and/or the Service Provider or by any of their directors, shareholders, advisers, agents, employees or other members, (ii) that the Investor has been strongly advised by the Champion and/or the Service Provider to take advice from a person authorised under the Financial Services and Markets Act 2000 (who specialises in advising on investments of this nature) before making any Investment(s) or (if the Investor is resident anywhere else outside the United Kingdom) has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an Investment, (iii) any Investment is very speculative and high risk, (iv) no established market exists for the trading of Shares and such Shares are not easily realisable, (v) there could be difficulty in selling on Shares or any real estate asset acquired as part of the Investment at a reasonable price and, in some circumstances, it may be difficult to sell them at any price, (vi) Share prices and property prices can fluctuate and go down as well as up, (vii) the Investor shall consider very carefully whether any Investment is suitable in the light of personal circumstances and commitments and the financial resources available to the Investor and if in doubt shall seek professional advice and/or may not proceed, (viii) any Investment Vehicle, and/or the Service Provider does not promise any return on any Investment nor that the value of any Investment will be maintained, (ix) engaging in any investment activity may expose the Investor to a significant risk of losing all of that Investor’s investment. Any Investment Vehicle and/or the Service Provider recommend that the Investor takes his/its own tax advice on any Investment(s). Any information, commentary, figures, percentages, indications, estimations or any other material contained on the Website are not intended to be financial advice to an Investor and all Investors are solely responsible for seeking their own independent financial advice and satisfying themselves with their own due diligence before making an Investment.

7. Investor Information. The Investor represents and warrants that (i) all Investor Information provided by the Investor (during the registration process) is correct and accurate, (ii) such Investor Information may be used by any Investment Vehicle and/or the Service Provider and their respective advisers, directors, agents or contractors to comply with all applicable legal requirements (e.g. anti-money laundering checks and compliance), (iii) such Investor Information may be passed by any Investment Vehicle and/or the Service Provider to Mangopay and other contractors of any Investment Vehicle and/or the Service Provider from time to time involved in the Fundraising process (including, without limitation, to carry out its own checks and ensure legal compliance), and (iv) the Investor shall promptly update, via the Website, any changes to the Investor Information to ensure that Investor Information is correct and accurate at all times.

8. Capacity of the Investor to accept these Conditions. The Investor represents and warrants that: (i) if he is a living person, then he is at least 18 years old and resident in the United Kingdom (which comprises Scotland, England, Wales and Northern Ireland), the Isle of Man, the EU, the EEA or CH, or any other country as set out on the Website from time to time (ii) if he is a living person, then he is either a “Certified High Net Worth Individual”, “Self-Certified Sophisticated Investor” or “Restricted Investor” (as these terms are defined in The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) and/or in the FCA’s Conduct of Business Sourcebook at Chapter 4.7), (iii) if it is a SPV Company, trust, unincorporated association or partnership, then it is a “High Net Worth SPV Company”, “High Net Worth Trust”, “High Net Worth Unincorporated Association” or “High Net Worth Partnership” (as applicable and as these terms are defined in The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended)), (iv) he/it has full capacity and authority to accept these Conditions and enter into the Contract (without the need for any Investment Vehicle and/or the Service Provider to make any further enquiries of the Investor), (v) he/it has full power and authority to carry out the actions contemplated under the Contract, (vi) he/it will perform his obligations under the Contract exercising all reasonable care and skill, and (vii) he/it shall use the Website only for legitimate and lawful activities and not as part of (directly or indirectly) any unlawful activities.

9. Refusal of applications and de-registration. The Service Provider reserve the right (in its absolute discretion) (i) not to accept any application by any person to register on the Website as an ‘Investor’ where it is not satisfied with any of the Investor Information provided (on the basis that the Service Provider is not obliged or under any duty to make further enquiries in relation to any of the Investor Information provided ( including, without limitation, to check its veracity or that it complies with the law), and (ii) to de-register (or procure the de-registration) of the Investor from the Website at any time and for any reason. In each instance there shall be no compensation payable to the Investor and there shall be no right of appeal. Notwithstanding such termination these Conditions shall remain enforceable by any Investment Vehicle and/or the Service Provider and their respective advisers.

10. Investment Information is confidential. The Investor agrees to keep any Investment Information confidential and not to pass it on or otherwise make it available to any third party who is not a professional adviser of the Investor who is also bound by obligations of confidentiality. This restriction shall not however restrict the Investor from passing such information to other Investors, to any regulatory body or government department (including, without limitation, HM Revenue & Customs or the Financial Conduct Authority), or to any applicable court or legal officers in connection with any legal proceedings where the Investor is obliged to do so.

11. Investment Terms. The Investor acknowledges that (i) it is advisable for the Investor to take separate professional advice (including, without limitation, tax, accounting, legal and/or investment specialist) before making an Investment if the Investor is not sure of any of the investment terms, Legal Documentation, Investment Information or other documentation and to request further information from the Service Provider, and (ii) the Service Provider reserves the right to abort the Fundraising at any time, to close the Fundraising only once a minimum stated target has been obtained, have any number of closings (beyond the minimum stated target as part of the Fundraising), take investment from Investors for only part of the Fundraising and/or raise some of the Fundraising from third parties based on different investment terms and conditions.

12. Conditions for Completion. The completion of the Fundraising shall be subject to (i) Legal Documentation completion and (ii) incorporation/set up of related legal entities, if any (iii) receipt of the funds including the Service Provider Fee (together the “Closing Conditions”). If there are any delays between receipt of funds and Completion the Service Provider will not be liable to pay any interest on those funds to an Investor and the Investor acknowledges and agrees that no interest will accrue on Investor Funds which are held in the merchant account

13. Investment fees. The Service Provider Fee listed on the Website (plus VAT and outlays as applicable) will be deducted from all Investor funds that must be received prior to Completion (with the assistance of any third party payment provider (e.g. Mangopay) to cover the costs of the fundraising process and the fees of various contractors such as ShareIn (who have made the Investment platform and Website available) and the lawyers and other professional advisers of any Investment Vehicle and/or the Service Provider . These fees remain payable even if the Service Provider and/or the Champion after raising funds via the Website has to return all or any of these funds as a result of a legal claim (including, without limitation, for breach of warranty or representation) by any Investor(s).

14. Third party payment providers. Any Investment Vehicle and/or the Service Provider will be using Mangopay who act as an independent and secure payment provider to accept payments from Investors. The essence of how Mangopay operates in conjunction with any Investment Vehicle and/or the Service Provider is that the Champion opens a merchant account with Mangopay and nominates and authorises the Service Provider to manage this merchant account on behalf of the Champion and to deduct all fees (in accordance with the payment terms and rules which are set out from time to time on the Website) due to the Service Provider and Mangopay involved in the Fundraising process at Completion. By accepting these Conditions the Investors agree to these terms and authorises the Service Provider to manage any Champion’s Mangopay merchant account accordingly and to have Mangopay pay the funds of the Investor to any Investment Vehicle after first deducting all applicable fees of the Service Provider and Mangopay. The Mangopay terms can be found at https://www.mangopay.com/terms/Mangopay-Terms-EN.pdf Prior to any participation in an Investment the Investor will have to transfer the funds that he/it wishes to invest by credit card or electronic funds transfer into his/its e-wallet with Mangopay. When the Investor commits to participating in an Investment via the process on the Website the amount of the commitment shall be debited from the relevant Investors e-wallet and credited to an escrow account held by Mangopay for each respective Investment. Once funds have been transferred to the escrow account the Investor has got one month or up to Completion whichever is the earlier (the “Cancelation Period”) to cancel his commitment. To allow Completion to take place Mangopay shall release the funds from the escrow account on request from the Service Provider. If an Investment does not reach Completion or the Investor cancel his commitment before the end of the Cancellation Period then the funds pledged shall be returned to each Investors respective e-wallet.

15. No guarantees. No guarantee is given by any Champion and/or the Service Provider or their respective officers or members that the Champion will be successful in raising funds as part of the Fundraising via the Website. The information made available by the Champion on the Website is provided on an ‘as is’ only basis with no guarantees being given that such information is accurate, complete or appropriate. If you do see any mistakes then please let the Champion and/or the Service Provider know so that any necessary corrections can be made as quickly as possible. No guarantee is being given that the Website will always be available 24/7. To the fullest extent permitted by law, no Investment Vehicle and/or the Service Provider or any of their respective officers or members will be liable for any delay by any Investment Vehicle and/or the Service Provider performing or for failure by any Investment Vehicle and/or the Service Provider to perform its obligations hereunder if the delay or failure results from any cause or circumstance whatsoever beyond its reasonable control, including any breach or non-performance of these Conditions by an Investor. Please note that in relation to the financial forecast information that is posted on the Website in relation to the Investment and the Fundraising, this information is not a guarantee or other promise that the Investment will be able to achieve what the Champion has stated it is hoping to do.

16. Communication. The Investor will ensure that the Service Provider has at all times an up to date email contract address for communications. Communication will be by email or the Investor user dashboard. The Champion can email the Service Provider at info@mercycrowd.com

17. Accessing the Website. As an Investor you will be provided with login details to allow you to access certain parts of the Website. You may also be asked to create a password. All Investors are responsible for the security of their login details and must ensure that any persons who access the Website through its login or internal connection are aware of these Conditions and agree to be bound by them. The Service Provider shall not be liable for any Loss caused by unauthorised access to the Website using am Investor’s login save in the case of any gross negligence by the Service Provider.

18. Payment terns. All returns on Investments will be made to Investors via Mangopay to the account details which have been provided to the Service Provider by the Investor. It is the responsibility of the Investor to ensure that the account details provided are accurate and are kept up to date. All calculations relating to returns on Investments shall (save in the case of manifest error) be binding and conclusive on the Investor. The Service Provider will provide information on how the income due to an Investor has been calculated. The Service Provider will supply any additional information requested if it is able but the Investor will be liable for any additional costs incurred by the Service Provider in this regard. The Service Provider will rely on a third party to manage and collect income from the Investments.

19. Realisation of an Investment. Investors are expected to dispose of any interest they have in an Investment to other Investors via the Website and will be responsible for all fees incurred in facilitating that. Disposal of an entire Investment can only be requested if at least two thirds of the Investors (in value) participating in that particular Investment have made such a request. The Service Provider does not guarantee that any realisation of an Investment or an interest in an Investment will result in a greater return to an Investor than the funds which an Investor originally invested. The Service Provider does not guarantee the period of time that it might take for any such disposal to complete and funds to be received by the exiting Investor(s).

20. Variation. These Conditions may be amended from time to time by the Service Provider subject to the Service Provider informing Investors by email about such amendments with a two month notice. 

21. No waiver. No delay or failure by any Investment Vehicle and/or the Service Provider in exercising or enforcing any of its rights or remedies under the Contract will prejudice or restrict its rights, nor will any waiver of rights by any Investment Vehicle and/or the Service Provider operate as a waiver of subsequent rights.

22. Severability. If any of the Conditions or other provisions of the Contract are found by any court of competent jurisdiction to be void, illegal or unenforceable, such provision shall be deemed to be deleted from the Contract but the remaining provisions of the Contract shall continue in full force and effect insofar as they are not affected by any such deletion.

23. Assignation. The Contract is personal to the Investor. The Investor shall not assign, novate or otherwise dispose of the Contract or any part thereof, or purport to do so, without the prior consent in writing of any Investment Vehicle and/or the Service Provider. The Service Provider shall be entitled to assign, novate or otherwise dispose of its rights under the Contract or any part thereof to any third party by giving the Champion prior written notice of such assignment, novation or other disposal.

24. Indemnity for breach. The Investor shall indemnify each Investment Vehicle and/or the Service Provider, their officers and respective members and advisers and keep each of them indemnified against all Claims incurred by any of them, finally awarded against any of them or agreed by any of them as payable in any compromise or settlement agreement arising out of or caused by any of them suffering Loss, in each case as a result of the breach by the Investor of these Conditions.

25. Governing Law and Jurisdiction. The Contract shall be considered as a contract made in England and according to the laws of England and Wales and shall be subject to the non-exclusive jurisdiction of the English Courts, to which jurisdiction the Investor, any Investment Vehicle and the Service Provider hereby irrevocably submit.

Defined term Meaning Champion A person or a company that his promoting an Investment on the Website Claim: means claims, demands, actions, costs and expenses (including but not limited to legal costs and disbursements on a solicitor and own client basis), losses and damages. Investment Information: means all information provided by the Champion as part of the Fundraising process (successfully or otherwise) via the Website (including without limitation any business plan, investment memorandum, financial forecasts, accounts and other information about the Investment Vehicle. Cancelation Period Completion: means the successful closing of each Fundraising (or part of it) by the Champion via the Website, whereby (i) at least any stated minimum target has been met (less applicable fees) (ii) within the defined deadline as set out on the Website. Contract: means a contract between the Investor and the Service Provider based on and incorporating all of these Conditions. Fundraising: means the Champion’s current proposed fundraising as set out on the Website Group SPV Company: means the SPV Company and/or any other SPV Company from time to time in the same group (as defined by s.474(1) Companies Act 2006) as the SPV Company. Investor Information: means all information provided by the Investor to any Investment Vehicle and/or the Service Provider and their officers and members (including without limitation any personal data, investment criteria, confirmation of investment status (e.g. as a “Self-Certified Sophisticated Investor” or otherwise) and other information about the Investor) as part of the application by the Investor via the Website to become an ‘Investor’. Investment: means a real estate or equity investment proposed by the Champion on the Website and made by the Investor as part of the Fundraising via the Website (albeit using third party payment providers). Investment Vehicle means any legal entity or structure that is set up to hold the Investment on behalf of the Investor, including without limitation, an SPV Company or a property trust and where the context provides shall include all administrators, advisers to or managers of the Investment Vehicle Legal Documentation means all the legal documents provided by the Service Provider needed to complete the Investment. Please note that the Investments may be structured in a number of different ways that the Champion will determine and which must reflect an appropriate structure for the jurisdiction where the Investment will take place Loss: means loss and/or damage (including actual costs and expenses relating to or arising out of such loss or damage) whether arising from contract, tort (including negligence) or otherwise. ShareIn; means ShareIn Limited which is a limited company registered in Scotland (No. SC408803) VAT No. 144 9897 58, and which is authorised and regulated by the Financial Conduct Authority (603332) Elite Crowdfunding Limited: means Elite Crowdfunding Limited, a private company limited by shares incorporated in United Kingdom with company registration number 10347767 and registered office at 2nd Floor, Office 200 1 Broadgate Circle, London , EC22QS, UK. Mangopay: means MANGOPAY, a public limited liability company incorporated in Luxembourg, with a capital of 2, 000,000 euros and registered offices at 59 Boulevard Royal, L-2449 Luxembourg, listed under Number B173459 on the Luxembourg Trade and Company Register, approved as an electronic money institution by the Financial Sector Regulator (CSSF) Service Provider: means Elite Crowdfunding Limited which operates the crowd funding platform for the Fundraising Service Provider Fee means the fee paid by the Investor as set out on the Website Shares means ordinary shares in the capital of any SPV Company SPV Company; means each company set up to own a property interest on behalf of the Investors
MercyCrowd - Champion Terms and Conditions These terms and conditions (“Conditions”) apply to each Champion Individual and Champion Pro which registers on the ‘MercyCrowd’ website at www.MercyCrowd.com (the “Website”) to raise funds (together referred to as “the Champion”):.

1. Definitions. The definitions in the table below apply to all of these Conditions.

2. Applicable terms. These Conditions prevail over any inconsistent terms or conditions contained, or referred to, in any correspondence between the Champion and the Service Provider, on the Website, or implied by law, trade custom, practice or course of dealing. No terms or conditions endorsed upon, delivered with or contained in a Champion’s correspondence with the Service Provider shall form part of the Contract and the Champion waives any right which it otherwise might have to rely on such terms and conditions. The headings in bold in these Conditions shall not form part of the Contract, are for convenience only and shall not affect their interpretation.

3. Legally binding terms. These Conditions create legally binding obligations which, once accepted by the Champion, form the Contract, which can be relied upon and enforced by the Service Provider and/or its advisers and/or any of its approved auditors against the Champion. The Champion shall be deemed to have accepted these Conditions by using the Website and seeking an Investment from the Investors. Where the Champion raises funds from Investors via the Website (even though payments will be channelled through a third party payment provider e.g. Mangopay) then these Investors shall also be entitled to rely on these Conditions and enforce them as if they were a party to the Contract. The Contract is binding upon the Champion and its successors and assignees. The Champion agrees that the opportunity to raise funds via the Website is adequate consideration for this Contract.

4. Capacity of the Champion to accept these terms. The Champion represents and warrants that: (i) it has full capacity and authority to accept these Conditions and enter into the Contract (without the need for the Service Provider to make any further enquiries of the Champion), (ii) it has full power and authority to carry out the actions contemplated under the Contract, (iii) it will perform its obligations under the Contract exercising all reasonable care and skill, and (iv) it shall use the Website only for legitimate and lawful activities and not as part of (directly or indirectly) any unlawful activities.

5. Duration of Contract. The Contract created when the Champion accepts these Conditions shall terminate automatically when the Champion ceases to be registered on the Website to raise funds (for any reason). The Service Provider reserves the right to de-register (or procure the de-registration) the Champion from the Website at any time and for any reason (where no compensation shall be payable to the Champion). Notwithstanding such termination of any Contract these Conditions shall remain enforceable by the Service Provider, its advisers and/or the Investors.

6. Minimum Champion requirements at Completion. As a minimum requirement of the completion of the fundraising by a Champion via the Website, the Champion is required to agree on the Legal Documentation provided by email by the Service Provider to realise the Investment. The Champion Individual is also required to fund the Minimum Champion Participation including the Service Provider Fee.

7. Legal costs. If the Champion wants to make any amendments to the Legal Documentation then the Service Provider will have to take its own legal advice. The Champion will be responsible for payment of any legal fees incurred by the Service Provider and these must be paid before the listing on the Website can be completed.

8. True and accurate application and pitch information. If the Champion Pro is a company it shall ensure and hereby warrants and represents that it is a private company limited by shares and incorporated in the United Kingdom or the EU or any country where the Investment or underlying real estate asset is located (as applicable).. The Champion shall ensure and hereby warrants and represents that all Information provided by or on behalf of it to the Service Provider (and as a consequence to Investors and potential Investors who review such Information or any part of it) is true and accurate, shall comply with the law and shall not be misleading. The Service Provider reserves the right (i) not to accept any application by the Champion to register on the Website to raise funds where it is not satisfied with any of the Information provided (on the basis that the Service Provider is not obliged or under any duty to make further enquiries in relation to any of the Information provided (e.g. to check its veracity or that it complies with the law), and (ii) to de-register (or procure the de-registration) of the Champion from the Website at any time (including, without limitation, because of complaints from any potential Investors about any of the Information provided by the Champion). The Champion acknowledges and agrees that the Service Provider and their respective officers are not responsible for reviewing the Information or giving any advice to the Champion in relation to its proposed fund-raising activities via the Website and that where any information is provided by the Service Provider on the Website (which is provided for general guidance only and which may not be accurate or up to date or be appropriate for each Champion) then the Champion is responsible for taking its own professional advice and that it shall not rely on such information without first taking its own professional advice in relation to such information.

9. The Service Provider fees. The Service Provider shall be entitled to charge the Champion the Service Provider Fees (including, without limitation, a listing fee, success fee and other related administration fees) as are published from time to time on the Website (plus VAT as applicable) and to deduct these fees (or have them deducted with the assistance of any third party payment provider (e.g. Mangopay) in accordance with the payment terms and rules which are set out from time to time on the Website.

10. Third party payment providers. The Service Provider has partnered with Mangopay who act as an independent and secure payment provider to accept payments from the Champion and Investors. The essence of how Mangopay operates in conjunction with the Service Provider is that each Champion opens a merchant account with Mangopay and nominates and authorises the Service Provider to manage this merchant account on behalf of the Champion and to deduct all fees due to the Service Provider by the Champion as are highlighted on the Website. Mangopay are also involved in the processing of the funds of the Investors at Completion, whereby the various success and administration fees of the Service Provider shall be deducted by Mangopay from these funds at Completion before being paid to the Mangopay merchant account of the Champion. The administration fees of Mangopay (which are published from time to time on the Website (plus VAT as applicable)) are also deducted from these funds at Completion. By accepting these Conditions the Champion agrees to these terms and authorises the Service Provider to manage the Champion’s Mangopay merchant account accordingly and to have Mangopay pay the funds of the Investors to the Champion after first deducting all applicable fees of the Service Provider and Mangopay. The Mangopay terms can be found at https://www.mangopay.com/terms/Mangopay-Terms-EN.pdf

11. No guarantees. No guarantee is given by the Service Provider or their respective officers or members that the Champion will be successful in raising funds via the Website. Further, no guarantee is given that the members of the Service Provider who get access to the Information will keep it confidential or make comments (online or otherwise) about the Information or the Champion generally, and the Champion acknowledges that it is not the responsibility of the Service Provider to monitor or enforce any such actions by members of the Service Provider. The information made available by the Service Provider on the Website is provided on an ‘as is’ only basis with no guarantees being given that such information is accurate, complete or appropriate. If any mistakes have been made in relation to the listing information of the Champion on the Website then it is the responsibility of the Champion to check for such mistakes and promptly alert the Service Provider so that any necessary corrections can be made. No guarantee is being given that the Website will always be available 24/7. Finally, to the fullest extent permitted by law, none of the Service Provider or any of its respective officers or members will be liable for any delay by the Service Provider performing or for failure by the Service Provider to perform its obligations hereunder if the delay or failure results from any cause or circumstance whatsoever beyond its reasonable control, including any breach or non-performance of these Conditions by the Champion or any breach or non-performance of the Investor terms and conditions by any Investor.

12. No offers to the public. The Champion acknowledges and agrees that (i) the Website is simply a platform to enable it to make available Information only to prospective Investors who meet are eligibility criteria (in accordance with the FCA & Related Rules), (ii) registering as an ‘Investor’ via the Website is not open to all members of the public but instead only to persons who meet specific investor membership criteria (as set by the Service Provider from time to time), and (iii) it shall not directly or indirectly offer an Investment to persons who are not registered as Investors on the Website or otherwise permit such persons from engaging in any investment activity in or with the Champion, in each case unless it does so strictly in accordance with the law and all FCA & Related Rules.

13. Restrictions on individual investments by each Investor. The Champion acknowledges and agrees that to comply with FCA & Related Rules (and specifically the requirement set out in section 85(1) of the Financial and Services and Markets Act 2002) as part of the raising of funds by the Champion via the Website that it shall restrict its fundraising via the Website so that in the past 12 months from Completion the total aggregate funds raised by it (including all funds to be raised via the Website) shall be less than 5,000,000 euros.

14. Successful fundraising requirements. The Champion shall ensure that the funds of the Investors may only be used by the Champion for the purposes set out in the Information.

15. Communication. The Champion will ensure that the Service Provider has at all times an up to date email contract address for communications. Communication will be by email or the Champion user dashboard. The Champion can email the Service Provider at info@mercycrowd.com

16. Accessing the Website. As a Champion you will be provided with login details to allow you to access certain parts of the Website. You may also be asked to create a password. All Champions are responsible for the security of their login details and must ensure that any persons who access the Website through its login or internal connection are aware of these Conditions and agree to be bound by them. The Service Provider shall not be liable for any Loss caused by unauthorised access to the Website using a Champion’s login save in the case of any gross negligence by the Service Provider.

17. Liability exclusions and limitations. None of the Service Provider or their respective officers, members or advisers excludes or limits their liability in respect of the death of, or personal injury caused to, any person by negligence or for fraudulent misrepresentation or any other liability which by law they cannot limit or exclude. None of the Service Provider or their respective officers, members or advisers shall, notwithstanding any other term (express or implied) of these Conditions or the Contract, be liable to the Champion, its directors and/or shareholders for the following Loss whether or not the other party has been advised of the possibility of such Loss: (i) any indirect or consequential loss; (ii) loss of revenue, business, profits, opportunity, interest or anticipated savings; (iii) increased costs of working; (iv) loss arising from breach of FCA & Related Rules by the Champion; (v) loss of goodwill and reputation; or (vi) Claims by third parties (including without limitation by prospective Investors or Investors). To the extent that there is any liability, the aggregate liability to the Champion, its directors and its shareholders of the Service Provider and its officers and members shall be limited to two times the fees charged to the Champion by the Service Provider and actually paid to the Service Provider as part of the Champion using the Website to raise funds. The Service Provider is not responsible for offering any advice on the investment, the underlying property transaction or the Champion’s tax position. The Service Provider will not carry out any due diligence on the Investment or any property that the Champion is seeking to acquire and this remains the responsibility of the Champion and that the Champion is expected to carry out all normal and standard due diligence enquiries and searches that a prudent purchaser would carry out and a valuation to confirm that the purchase price reflects the market value of the property and is expected to instruct a properly qualified solicitor to act for it in any Investment or acquisition. In case a list of recommended law firms that are familiar with how the Service Provider structures Investments and the Legal Documentation is published on the Website,e accept no liability in relation to the advice or conduct of these law firms should any Champion choose to use any of them.    

18. Variation. These Conditions may be amended from time to time by the Service Provider subject to the Service Provider informing Investors by email about such amendments with a two month notice    

19. No waiver. No delay or failure by the Service Provider in exercising or enforcing any of its rights or remedies under the Contract will prejudice or restrict its rights, nor will any waiver of rights by the Service Provider operate as a waiver of subsequent rights.

20. Severability. If any of the Conditions or other provisions of the Contract are found by any court of competent jurisdiction to be void, illegal or unenforceable, such provision shall be deemed to be deleted from the Contract but the remaining provisions of the Contract shall continue in full force and effect insofar as they are not affected by any such deletion.

21. Assignation. The Contract is personal to the Champion. The Champion shall not assign, novate or otherwise dispose of the Contract or any part thereof, or purport to do so, without the prior consent in writing of the Service Provider. The Service Provider shall be entitled to assign, novate or otherwise dispose of its rights under the Contract or any part thereof to any third party by giving the Champion prior written notice of such assignment, novation or other disposal.

22. Indemnity for breach. The Champion shall indemnify the Service Provider, their officers and respective members and advisers and keep each of them indemnified against all Claims incurred by any of them, finally awarded against any of them or agreed by any of them as payable in any compromise or settlement agreement arising out of or caused by any of them suffering Loss, in each case as a result of the breach by the Champion of these Conditions.

23. Governing Law and Jurisdiction. The Contract shall be considered as a contract made in England and according to the laws of England and Wales and shall be subject to the non-exclusive jurisdiction of the English Courts, to which jurisdiction the Champion and the Service Provider hereby irrevocably submit.

Defined term Meaning Champion An individual or a company who has successfully registered as a Champion on the Service Provider’s platform Champion Individual a person/individual who has successfully registered as a “Champion” on the Website as part of considering and/or funding part of his Investment Champion Pro a company which has successfully registered as a “Champion” on the Website as part of considering and/or offering Investments opportunities on the Website. Claim: means claims, demands, actions, costs and expenses (including but not limited to legal costs and disbursements on a solicitor and own client basis), losses and damages. Cancelation Period The period starting from the investor’s decision to invest and ending after one month or on the Completion date whichever is the earlier. Completion: means the successful closing of the cash fundraising for the Champion via the Website, whereby (i) the minimum target of the Champion has been met, (ii) the funds of the Investors as part of the minimum target (less applicable and deducted Service Provider Fees and Mangopay fees) have been made available in order to complete the Investment iii) the Legal Documentation has been completed (iv) the related legal entities have been incorporated/set up, if any. Contract: means a contract between the Champion and the Service Provider based on and incorporating all of these Conditions Elite Crowdfunding Limited: means Elite Crowdfunding Limited, a private company limited by shares incorporated in the United Kingdom with company registration number 10347767 and registered office at 2nd Floor, office 200, 1 Broadgate Circle, EC22QS, London, UK FCA & Related Rules: means the Financial Services and Markets Act 2000, the Companies Act 2006 and from time to time any amendments, extensions, applications or re-enactments and including any subordinate legislation made under them (including without limitation the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005). Information: means all information provided by the Champion to the Service Provider and their officers and members as part of the application by the Champion to raise funds via the Website (including without limitation any business plan, investment memorandum, structure, financial forecasts, accounts and other information about the Champion, its officers and/or shareholders). Investment a real estate or equity investment opportunity proposed by the Champion on the Website. Investors: means any investor(s) who, via the Website, make a participation in the Investment as part of the funds which the Champion wishes to raise via the Website (albeit using third party payment providers). Investor Terms and Conditions The Investor terms and condition available on the Website. Legal Documentation means all the legal documents provided by the Service Provider needed to complete the Investment. Please note that Investments may be structured in a number of different ways that the Champion must choose from the Website and which must reflect an appropriate structure for the jurisdiction where the Investment will take place, Loss: means loss and/or damage (including actual costs and expenses relating to or arising out of such loss or damage) whether arising from contract, tort (including negligence) or otherwise. Minimum Champion Participation Means the minimum participation in the Investment required to be funded by the Champion Individual as set out on the Website. Service Provider means Elite Crowdfunding Limited Service Provider Fees means the fees payable to the Service Provider as set out on the Website Mangopay means MANGOPAY, a public limited liability company incorporated in Luxembourg, with a capital of 2, 000,000 euros and registered offices at 59 Boulevard Royal, L-2449 Luxembourg, listed under Number B173459 on the Luxembourg Trade and Company Register, approved as an electronic money institution by the Financial Sector Regulator (CSSF). Mangopay means MANGOPAY, a public limited liability company incorporated in Luxembourg, with a capital of 2, 000,000 euros and registered offices at 59 Boulevard Royal, L-2449 Luxembourg, listed under Number B173459 on the Luxembourg Trade and Company Register, approved as an electronic money institution by the Financial Sector Regulator (CSSF)

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