This version dated 15 December 2020
These terms and conditions (“Conditions”) apply to each person who registers as an “investor” on the ‘Simple Crowdfunding’ website at www.SimpleCrowdfunding.co.uk (the “Simple Crowdfunding Platform”) as part of considering and/or effecting equity investments, debt investments or P2P loans to the businesses raising funds (“Fundraisers") that are listed on the Simple Crowdfunding Platform (each such person an “Investor”).
Simple Crowdfunding is a trading name of Focus 2020 Ltd (“Focus 2020”) and Simple Property Ltd (“Simple Property”). Focus 2020 facilitates the making of P2P loans and Simple Property facilitates the making of equity and debt investments. Focus 2020 and Simple Property are referred to in these Conditions as the “Companies" and a reference to a “Company" is to the relevant one of them. You will contract with the relevant entity or entities in respect of your use of their respective services.
Focus 2020’s registered office is HQS Wellington, Temple Stairs, London, WC2R 2PN and Simple Property’s registered address is 28 Spinis, Bracknell, RG12 8XA. Focus 2020 Ltd (Firm Reference Number 727714) is authorised and regulated by the Financial Conduct Authority. Simple Property Ltd (Firm Reference Number 747022) is an Appointed Representative of Share In Ltd “ShareIn” (Firm Reference Number 603332), which is authorised and regulated by the Financial Conduct Authority.
These Conditions are set out in the following sections:
Part A – Provisions that are relevant to all services
|Borrower:||means a borrower or potential borrower under a Loan Agreement.|
|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.|
|Completion:||means the successful closing of a fund-raise by a Fundraiser via the Simple Crowdfunding Platform, whereby (i) the minimum target of the Fundraiser has been met, (ii) the funds of the relevant Investors as part of the minimum target (less applicable and deducted Simple Property, Focus 2020, and third party fees) have been received, (iii) all shareholders of the Fundraiser and the said Investors have entered into the New Shareholder Agreement where it has been stipulated that such a document should apply, (iv) the directors and/or shareholders of the Fundraiser have passed all necessary resolutions (e.g. if applicable to adopt revised Articles of Association, accepted the loan terms, etc.) and otherwise given all necessary approvals for any issue of shares or the granting of any security by the Fundraiser in relation to the Investment, (v) the Fundraiser and the said Investors have entered into Loan Agreement and the Security Trustee has taken any required security on behalf of the Investors where it has been stipulated that such documents should apply, (vI) the shares (if applicable) in relation the Investment have been issued by the Fundraiser to the relevant Investors, and (vii) where relevant any share certificates or loan notes in relation to the Investment have been issued by or on behalf of the Fundraiser to the relevant Investors.|
|Contract:||means a contract between the Investor and one or both of the Companies based on and incorporating all of these Conditions.|
|FCA:||means the Financial Conduct Authority, whose address is 12 Endeavour Square, London, E20 1JN.|
|Fundraiser:||means a business raising funds through Simple Crowdfunding, including any persons materially connected with the business or otherwise party to the fundraise, but excluding the Companies and Sharein.|
|Fundraiser Information:||means all information provided by the Fundraiser to the Companies and/or Investor as part of the Fundraiser raising funds (successfully or otherwise) via the Simple Crowdfunding Platform (including without limitation any business plan, investment memorandum, financial forecasts, accounts and other information about the Fundraiser, its officers and/or shareholders).|
|Investor Information:||means all information provided by the Investor to the Companies 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 Simple Crowdfunding Platform to become an ‘investor’.|
|Investment:||means any investment by the Investor via the Simple Crowdfunding Platform, including an equity investment, a bond investment or a P2P loan.|
|Language:||means the language used in this agreement which is English.|
|Loan Agreement:||means a P2P Loan agreement entered into between an Investor as lender and a Fundraiser as borrower.|
|Loss:||means loss and/or damage (including costs and expenses relating to or arising out of such loss or damage) whether arising from contract, tort (including negligence) or otherwise.|
|Money Recipient:||means a company authorised by the FCA to hold client money in one or more segregated client bank accounts and which will receive, hold and disburse money for investors and fundraisers in accordance with the FCA rules. ShareIn provides this facility to Simple Crowdfunding.|
|P2P Loan||means a P2P agreement as defined in the FCA Handbook or that would be such an agreement if either the Fundraiser or the Investor were an individual.|
|Privacy, Cookie and Data Use Policy:||means the privacy, cookie and data use policy of the Companies as set out at www.SimpleCrowdfunding.co.uk (and as may be amended by the Companies from time to time by it giving notice to all registered users on the Simple Crowdfunding Platform (whether as an ‘investor’ or otherwise).|
|Security Document:||means any document entered into in connection with a Loan Agreement to provide additional security to Investors.|
|Security Trustee:||means the person appointed by Focus 2020 to hold and enforce the rights under the Security Documents on behalf of Investors and, at present, is Simple Property.|
|Shareholder Agreement:||means an agreement for Investors intending to subscribe for new shares in a Fundraiser, where required pursuant to Condition 25.|
Part B – Provisions that are only relevant to equity investments. In this section Simple Crowdfunding shall mean specifically Simple Property.
Part C – Provisions that are only relevant to P2P loans. In this section Simple Crowdfunding shall mean specifically Focus 2020