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Investor Terms

The following terms and conditions (“the Terms”) govern any investment you make via our site (“the Site”). Please note that your use of our Site is also governed by our Terms and Conditions and Privacy Policy. By using our Site, registering to become a member or making an investment via the Site you are acknowledging that you have read, understood, accept and agree to be bound by the Terms, Terms and Conditions and Privacy Policy (together the “Agreement”).

The site is operated by Piggyback Property Limited (“we”, “us”, or “our”). We are registered in England & Wales under company number 09954449 with a registered office at Third Floor, 1 New Fetter Lane, London, England, EC4A 1AN.

We are an appointed representative of Resolution Compliance Limited, who is authorised and regulated by the Financial Conduct Authority (“FCA”), FCA registration number 574048.

Background

We operate a platform that provides information to potential investors about properties they are able to invest in. Once the total required investment for a particular property has been funded a holding company will be incorporated (“the Company”) for the sole purpose of purchasing and managing the funded property. If you invest in that property you will acquire the beneficial interest in shares in that Company.

We will state on the Site the minimum amount of funds required to purchase the applicable property. The minimum stated funds will include funds required for the costs associated with purchasing the property, the price of the property itself and any, where applicable, any renovation costs required.

Deciding to invest

All information relating to the properties on the Site is provided in good faith. However, you acknowledge and accept that nothing on the Site is provided as advice and you should not rely on the information on our Site when deciding whether to invest. There are risks associated with investing in property and we cannot guarantee that you will receive your original investment back or any profit, capital growth or income based on your investment. Further details of some of the risks can be found on the following section of our Site: http://piggybackproperty.com/risks. We do not provide any financial advice and do not make any recommendations as to investments.

Who can make an investment – your warranties

There are certain conditions you must meet to make an investment through our Site. By making an investment you warrant to us that you have met the following conditions:

  • you are over 18 years old;
  • you are a resident in the United Kingdom;
  • you are legally entitled to invest the funds;
  • you are acting on behalf of yourself and not on behalf of a third party;
  • any funds invested are not the proceeds of crime or an attempt to launder money using our Site;
  • you are legally capable of entering into this Agreement;
  • you have read, understand and accept the terms of this Agreement; and
  • you shall enter into a nominee agreement in respect of your investment directing that PPNL holds the legal title to your shares as detailed further below.

The Site is not to be accessed or used from the Unites States of America or by anyone who is a resident of the United States of America.

Registration on the Site

To make an investment via our Site you need to register as a member. Any information you provide as part of your registration will be processed and stored in accordance with our Privacy Policy. You can access and update much of the information you have provided us with, including your account settings, in your Property Portfolio area of the Site.

You will be responsible for the security of your registered account including keeping your password safe and not disclosing it to any third parties. Any investments made through your account will be deemed to have been made by you and you will be responsible for all such investments in accordance with the terms of the Agreement.

In order to make an investment via our Site you will be required to create an account with Global Currency Exchange Network Limited and Global Custodial Services Ltd (“GCEN”). GCEN is a payment services provider who will hold all funds for you as a shareholder and a separate account on behalf of the Company. When you set up an account with GCEN you will create an ‘e-wallet’ that will hold your funds and allow you to make online transactions (“E-Wallet”). The use of GCEN by you and the Company is governed by the terms and conditions in place between you and GCEN. We have no responsibility or liability for the services provided by GCEN, who is an independent third party supplier providing services directly to you or the Company as applicable.

Access to our Site is provided on for the purpose of registering an account and making an investment. We reserve the right to withdraw your access to the Site at any time without notice and we are entitled to update, modify or amend all or any part of the Site. We will not be liable to you for any costs, expenses or damages incurred, whether directly or indirectly, as a result of the Site being unavailable for any period of time.
By registering (or otherwise providing us with your email or other contact details) you agree to receiving marketing communications from Piggyback Property, including but not limited to information about our products and services. You will be able to opt out of our marketing communications at any time.

Client Categorisation

We require investors to classify themselves as either (i) a certified ‘high net worth investor’, (ii) a certified ‘sophisticated investor’, (iii) a self-certified as a ‘sophisticated investor’ or (iv) certified restricted investor, in each case in accordance with the Financial Conduct Authority’s Conduct of Business Sourcebook Chapter 4.12.6 to 4.12.8

All investors will be classified as retail clients under the Financial Conduct Authority’s Conduct of Business sourcebook (“COBS”) unless you expressly ask to be treated as a professional client and can evidence that you meet the relevant requirements in the COBS.

Making the investment

Once a property is fully funded, we will manage the purchase of the property and you will be issued with shares in the Company. Piggyback Property Nominees Limited (“PPNL”) is a company set up by us for the sole purpose of becoming the legal owner of all shares in the Company. We are entitled and you hereby authorise us to change the nominee company who will hold the legal shares in the Company at any time. When you invest on the Site you will enter into a nominee agreement in respect of your investment directing that PPNL holds the legal title to your shares. You will be entitled to the beneficial ownership of the portion of shares you are entitled to depending on the amount of your investment. As a beneficial owner you are entitled to the economic benefits of the Company. You will receive a certificate confirming your beneficial holding over your shares in the Company. This will be sent to you electronically through the Site.

The number of shares you receive will be based on the amount you invest in relation to the value of the property together with additional costs in purchasing the property. The amount of shares you will receive will be confirmed when you make your investment.

All investors/shareholders will participate in the day to day management of the Company by being entitled to vote on the following key decisions:

  • Approval of a tenant.
  • Removal of a tenant.
  • Approval of the rent amount and any changes thereto.
  • Approval of any work required to the property with a capital value of greater than 10% of the property value.
  • Removal of PPML or any appointment or removal of any replacement management agent (see further detail on this below).
  • Appointment and removal of other agents of the Company (e.g. delegation of rent collection, maintenance and cleaning in relation to a property).
  • Approval of a sale of the property.
  • Approval of the sale price of the property.
  • Approval of the buyer of the property.

(“Key Decisions”)

The following situations are not considered Key Decisions:

  • Allowing an existing tenant to remain in the property;
  • Undertaking any renovation works that are detailed on the Site in relation to that property;
  • Marketing the property for sale at the end of the Investment Term,

all of which you approve by making an investment on the Site.

You will be contacted via email if a Key Decision is required to be made using the email address you use to register on the Site and as updated by you from time to time. It is your responsibility to ensure this email address is accurate at all times. The email will tell you when you must vote by and any failure to vote will be taken as a deemed vote in favour of the Key Decision.

The investment will be dependent on:

  • The full amount required for that property purchase being raised within 30 days from the date the property is listed for purchase (or such other timeframe as determined by us);
  • PPNL being appointed as nominee to hold the legal interest in all shares in the Company on behalf of the investors; and
  • The property purchase completing.

Confidential Information

Any information you receive through the Site or through making an investment is confidential information. You shall not disclose such information to any third party other than to trusted professional advisors for the purposes of receiving advice relating to the investment.

Managing the property – Piggyback Property Management Limited (“PPML”)

PPML is a company set up by us and part of our group companies for the purpose of managing the property on the Company’s behalf. PPML will carry out all services relating to managing the rent collection, sourcing tenants and repair and upkeep of the property.

By making an investment you acknowledge and agree to the Company appointing PPML as the first management company to carry out these services. Any change to this management company would be a Key Decision that you would be entitled to vote on.

PPML’s services will be governed by separate terms between PPML and the Company (“Management Contract”). PPML will take a percentage of any rent payable from the property as consideration for providing the services and this fee will be detailed in the Management Contract.

PPML will not be liable for any bills, expenses, fees or liability relating to the property, including without limit during any period the property is empty, all of which will be the responsibility of the Company and come out of the Company funds.

Paying the investment funds

Investors must invest a minimum of one thousand pounds (£1,000) for each property they wish to invest in.

Investments will be made by using pre-paid funds in your E-Wallet which will then be used to transfer to the e-wallet of the Company when you decide to make an investment.

Any interest payable to you or the Company will be governed by the terms of your GCEN account or the Company’s GCEN account as set out below.

We will never hold money on your behalf. Your money will always be held in your E-Wallet or in the Company’s e-wallet when the investment is complete.

All investments, charges and return on investment made under this Agreement will be made in pound sterling.

Withdrawing your Investment

Once a property is listed for purchase on the Site investors will have thirty (30) days with which to make an investment in that property (“Investment Period”). If the full funds required to purchase the property are raised in the Investment Period then the purchase will proceed to completion (whilst we make every effort to ensure that all properties listed on the Site are subject to contractual exclusivity until the investment is completed, completion cannot be guaranteed).

If you make an investment, there will be a 14 day cooling off period which will commence from the date you make the investment and transfer funds to a GCEN client account. You can seek to withdraw your investment at any time during that 14 day cooling off period by emailing support@piggybackproperty.com.

If the full funds are not raised in the Investment Period we will either decide to extend the Investment Period or transfer the money you have invested back to your E-Wallet.

If the full funds are raised then all investment funds will be transferred from the GCEN client account to the Company’s GCEN e-wallet. Prior to completion of the property purchase the required funds will be transferred to a solicitor or an authorised third party agent to complete the purchase. Any funds left over will be held by the Company or PPML on the Company’s behalf and used in the ongoing management or costs of the property.

Our charges

We will charge you (via the Company):

  • an acquisition fee of 5% of the amount of your investment for operating the Site and co-ordinating the investments. Once your funds have been transferred to the Company, the acquisition fee will be paid to us by the Company;
  • a success fee of 18% of the gross capital growth in the value of the property when the property is sold. The success fee will be paid by the Company to us prior to you receiving any profit from the sale of the Property; and
  • an administration fee of £250 if you sell your shares in the SPV during the Investment Term.

All charges will be paid to us on your behalf by the Company and any funds you are entitled to (through a share transfer or sale of the property) will be less any charges due.

Rights reserved for us

We reserve the right to decline investment requests at our sole discretion at any time prior to the property in respect of the investment completing. All investment funds that have been paid will be refunded in these circumstances subject to all anti money laundering requirements being satisfied.

Your return on investment and the investment term

The Site will state the minimum investment term for each property during which the property will not be sold and your investment will be tied up as shares in the Company (“Investment Term”).

Once the property is sold, any capital gains profit remaining after all costs associated with the sale of the property (including our fees) have been deducted, will be distributed to you and other investors in proportion to the amount of shares you hold in the Company. We do not guarantee any capital gains or your original investment back.

Whilst PPML will always seek to keep the property tenanted, no income is guaranteed and it will depend on the property being occupied by a tenant, there being an income and funds being left over from the income after all costs relating to the property have been paid, including without limit the management fee and any outstanding costs and disbursements payable to PPML or another managing agent.

Any funds paid to you as a result of your investment will be transferred to your E-Wallet.

You may have to pay tax or other costs on any funds received as a result of your investment. We will not deduct any of these costs and it is your responsibility to ensure these liabilities are met. You should seek independent tax advice if required. You are also responsible for any banking costs, GCEN fees or other costs payable which we may deduct at source from the funds of the sale prior to distributing the capital gains.

Selling or transferring your shares

When becoming an investor you commit to investing for the Investment Term. We do not guarantee that you can sell your shares in the Company before the end of the Investment Term. However, we will try and reasonably assist you should you wish to try and sell your shares during the Investment Term although we are under no obligation to do this. Any sale of your shares is subject to: (i) our consent which can be withheld at our sole discretion; and (ii) satisfactory completion of any required anti money laundering processes and acceptance of the terms of this Agreement by a purchaser. In the event of death, you are entitled to transfer your shares to your estate or next of kin.

Our obligations to you

Our role is to operate the Site in accordance with the Agreement. Any services or functions provided by PPNL or PPML are not governed by this Agreement and separate terms will be in place between either PPML or PPNL and the Company to govern those services.

We will be responsible for sourcing a selection of properties available for purchase through the Site and engaging a chartered surveyor to undertake a valuation of the property prior to that property being listed on the Site and prior to the Property being sold.

We will also have authority to manage, co-ordinate and oversee the purchase of the property including instructing solicitors and other third party advisors or suppliers as are required to complete the purchase.

Termination and Variation

This Agreement will remain in place for as long as you use our Site and/or have an account with us on our Site.

We can delete your account at our sole discretion and remove or limit your access to our Site.

You can also delete your account although we may keep a copy of your information for regulatory purposes. This information will not be held for any longer than it is required.

We may update the terms of the Agreement from time to time. Your continued use of the Site will constitute acceptance of those updated terms.

Limitation of Liability

You acknowledge that the Site operates to source investment properties and co-ordinate the investment in those properties. Neither us or the Site makes any recommendations and we do not manage any of your investments. We have no liability in relation to the performance of any investment made through the Site and in no event will we be liable to you for any damages, losses, costs or expenses (whether direct or indirect) incurred as a result of you making an investment through the Site.

Nothing in this Agreement shall limit or exclude our liability for:

  • death or personal injury resulting from our negligence;
  • fraud or fraudulent misrepresentation; and
  • any other liability that cannot be excluded or limited by English law.

Complaints

We are not covered by the Financial Services Compensation Scheme and you do not have access to the Financial Ombudsman Service, but if you have any questions comments or complaints please contact us at support@piggybackproperty.com.

Anti-money laundering

We may require, at our sole discretion, further information from you to verify your identity or the source of the funds to satisfy any money laundering requirements. You must comply with any such requests and any failure to comply may result in us refusing or returning your investment and refusing you access to our Site.

General

Failure by us to exercise or enforce any rights, or the giving of any forbearance, delay or indulgence, will not be construed as a waiver of our rights under this Agreement or otherwise.

The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

This Agreement sets out the entire agreement between the parties relating to the use of the Site and the provision of any service we provide you and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

You agree that, in entering into this Agreement, you have not relied on and shall have no right or remedy in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not expressly set out in this Agreement.

The parties acknowledge and agree that nothing in this Agreement shall confer on any third party any benefit, nor the right to enforce any of its provisions.

Your registered account on the Site is non-transferable and your rights and obligations under the Agreement cannot be transferred, assigned, mortgaged, charged or otherwise encumbered without our prior written consent.

Notices under this Agreement shall be in writing and delivered to the other by hand, first class post or by email. A notice shall be deemed served: if delivered by hand at the time of delivery; if posted, two (2) business days after posting; and if sent by email, at the time of transmission.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

We both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Global Currency Exchange Network Limited and Global Custodial Services Ltd – GCEN

  1. Payments

We may from time to time:

  • direct that you make payments in respect of your investment to, and/or using facilities provided by, Global Currency Exchange Network Limited (a company incorporated in England and Wales under company number 04675786, the registered office of which is at The Old Barn, Oast Business Park, Redhill, Wateringbury, Kent, ME18 5NN, England and which is authorised and regulated by the United Kingdom’s Financial Conduct Authority under the Payment Services Regulations with registration number 504346) and/or Global Custodial Services Ltd (a company incorporated in England and Wales under company number 08321940, the registered office of which is at The Old Barn, Oasts Business Village, Red Hill, Wateringbury, Kent, ME18 5NN, England and which is authorised under the Financial Services and Markets Act 2000 with authorisation number 595875) (together “GCEN”);
  • make payments to you, pursuant to or in connection with your investments, and/or undertake foreign exchange transactions in respect of payments to be made pursuant to, or in connection with, your investments, using facilities provided by GCEN;
  • direct that you undertake foreign exchange transactions in respect of payments in respect of the subscription for your investment using facilities provided by GCEN;
  • undertake foreign exchange transactions in respect of payments to be made pursuant to investments using facilities provided by GCEN;
  • direct that sums paid by, or due to, you in respect of your investments are held by GCEN and/or GCS;

and you hereby consent to GCEN providing such services and/or facilities and to such services and/or facilities being used by us to transmit or remit monies in connection with your investments .

  1. Responsibility

You hereby acknowledge that GCEN shall not be under any obligation to:

  • deliver, or procure the delivery of, any of your investments; or
  • make any reimbursement to you in the event of any delay in the delivery of any of your investments;
  • make any re-imbursement to you in the event that any subscription for investment is not accepted by us (save to the extent that we have put GCEN in funds to make such reimbursement and instructed GCEN to make such reimbursement).
  1. No advice

You hereby agree that GCEN has not made any recommendation or provided any advice to you in connection with your subscription for any investments.

  1. General liability

You hereby agree that neither GCEN, nor any of its/their respective officers, directors or employees shall be liable to you for any losses, liabilities, costs, damages, and expenses (“Losses”) which may be incurred or suffered by you in connection with or arising from:

  • the performance, non-performance or delay in performance by us of any of our obligations pursuant to these terms or any investments;
  • your subscription for investments; or
  • the provision of any facilities, the making of any payments in connection with the your subscription for investments,

save where such Losses arise from the fraud, gross negligence or wilful default of GCEN.

  1. Liability for loss

You hereby agree that neither GCEN nor any of its/their respective officers, directors or employees shall under any circumstances be liable to you for loss of profits or goodwill, anticipated savings, or any type of special, indirect or consequential loss arising in connection with your subscription for investments.

  1. Liability for third parties

You hereby agree that GCEN shall not be in any way responsible or liable for the acts or omissions of any third party.

  1. No exclusion

You hereby agree that nothing in clauses 4 to 6 (inclusive) shall limit the liability of GCEN or any of its/their respective officers, directors or employees:

  • for death or personal injury resulting from the negligence of GCEN or its/their respective officers, directors or employees; or
  • in any way prohibited by law.
  1. Cash policy

You agree that GCEN only accept electronic funds transfers into bank accounts held in the name of GCEN, that you shall not make, or attempt to make, any cash payment or cash deposit into any bank account held in the name of GCEN and that, in the event that any cash payment or cash deposit is made into any bank account held in the name of GCEN, or any attempt is made to make any such payment or deposit, such payment or deposit will not be accepted.

  1. Reliance

You hereby agree that GCEN and its/their respective officers, directors and employees may rely upon and enforce the provisions herein.

  1. Amendment

We both may by agreement in writing rescind or vary any of the provisions of these terms without the consent of GCEN or any or its/their respective officers, directors or employees save that the consent of GCEN must be obtained before any rescission or variation of the provisions of these terms which would in any way extinguish or alter GCEN’s rights herein.

Risks

All investments involve risk, including the total loss of the capital involved. Property investments include some specific risks detailed below.

1. Loss of Capital Investment

Property prices can go down as well as up and different property types or those in different areas may be more or less susceptible to reduced or negative growth. By investing in property, there is a risk that you may not get back what you put in if property prices fall. You should not invest more money through the platform than you can afford to lose without altering your standard of living. Investment on Piggyback Property is not covered by the Financial Services Compensation Scheme.

2. Illiquidity

Any investment you make through the platform will be highly illiquid. There is no active secondary market for the shares of the investee company. This means that you are unlikely to be able to sell your shares until and unless the investee company is sold or the property is sold at the end of the investment term.

3. Rarity of Dividends

If a property receives rent this will be paid to the investors as a dividend net of any fees, costs and expenses. However, should a property not produce rent, or the rent be insufficient to cover the costs and expenses of operating the property, no dividends will be paid and you will be unlikely to see any return on your investment until the property is sold.

4. Diversification

Investing in property and unlisted shares should only be done as part of a diversified portfolio. This means that you should invest relatively small amounts in multiple businesses rather than a lot in one or two businesses. It also means that you should invest only a small proportion of your investable capital in startups as an asset class, with the majority of your investable capital invested in safer, more liquid assets.

5. Tax

You will be responsible for the payment of your own tax which may include capital gains and/or income tax. We do not provide tax advice and you should seek independent tax advice before investing if you are unsure of your position. It is still your responsibility to ensure that your tax return is correct and is filed by the deadline and any tax owing is paid on time. If you are unsure how this investment will effect your tax status you must seek professional advice before you invest. Each company you invest in will be liable for, and pay, corporation tax and any returns you receive will be paid to you net of any corporation tax due.

6. Past Performance

The value of property may go down as well as up and you may not get back the full amount you invested. You should not consider investing unless you can afford a total loss of your investment. Past performance is not a reliable indicator of future results.

7. Future performance

Any projections of future performance are based on the internal calculations and opinions of Piggyback Property and are subject to change at any time. Forecasts are not a reliable indicator of future results and should not be relied on.

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