Professional Documents
Culture Documents
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
FCA. Simple Property Ltd (Firm Reference Number 747022) is an Appointed
Representative of Share In Ltd (Company no. SC408803) (“ShareIn”) (Firm
Reference Number 603332), which is authorised and regulated by the FCA.
Part A contains provisions that are relevant to all services provided by both
Companies
Part B contains provisions that are only relevant to equity and debt
investments offered by Fundraisers and provided through the Simple
Crowdfunding Platform.
Part C contains provisions that are only relevant to P2P Loans offered by
Fundraisers and provided through the Simple Crowdfunding Platform.
between the Companies 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 agreement between the
Companies, are for convenience only and shall not affect their interpretation.
Companies and the Investor, which can be relied upon and enforced by the
Companies and/or their advisors against the Investor. These Conditions are
binding upon the Investor and their successors and assignees. The Investor
agrees that the opportunity to invest funds via the Simple Crowdfunding
Conditions.
Recipient.
Conditions, the Investor acknowledges that the Investor has read, understood
and agreed in full and without qualification to the Privacy, Cookie and Data
Use Policy.
these Conditions, the Investor acknowledges that the Investor has read,
acknowledges (i) that they have read and understood all of the terms of the
Risk Warning Notice and (ii) that they accept the risks which have been
is correct and accurate, (ii) such Investor Information may be used by the
Companies to comply with all applicable legal requirements including but not
its own checks and ensure legal compliance, and (iv) the Investor shall
promptly update, via the Simple Crowdfunding Platform, any changes to the
and accurate.
o where they are a living person that they are at least 18 years old,
o they have full capacity and authority to accept these Conditions and
enter into these Conditions and any Relevant Document without the
need for the Companies to make any further enquiries of the Investor,
o they have full power and authority to carry out the actions
unlawful activities.
Investor created when the Investor accepts these Conditions shall terminate
termination of the agreement between the Companies and the Investor, these
right in their absolute discretion (i) to reject any application by any person to
Investor from the Simple Crowdfunding Platform at any time and for any
any provision of the investment documentation that may result in the same,
time of de-registration.
available to any third party who is not a professional adviser of the Investor
members that any Fundraiser will be successful in raising funds via the
members will not be liable for any delay by the Companies performing or
failing to perform their obligations hereunder if the delay or failure results from
Off-Platform Activity. If you or any person within your control conducts any
consultant, agent or person within its control whose details are provided to
125% of their then current standard fees for such a transaction as if it had
be entitled to recover their then current standard fees for such a transaction
context prior to dealing with each other through the Companies or the
The Investor and the Fundraiser shall be jointly and severally liable for any
Companies.
Conditions, be liable to the other for the following Loss whether or not the
Investor has been advised of the possibility of such Loss: (i) any indirect or
or anticipated savings; (iii) increased costs of working; (iv) loss of goodwill and
the higher of (i) such sum which represents two times the pro rated fees
charged to the Fundraiser and actually paid to the relevant Company as part
of the Investor using the Simple Crowdfunding Platform during the last 12
month period; and (ii) the sum of £1,000. The foregoing terms of this
in respect of: the death of, or personal injury caused to, any person by
Fundraiser for any purpose other than to perform the Investor’s obligations
under these Conditions and any Relevant Document. All information provided
of any kind between any of the parties, nor constitute any party the agent of
another party for any purpose. No party shall have authority to act as agent
for, or to bind, the other party in any way other than as specifically set out in
Document, any or all of the Companies may at any time set off all sums due
to any or all of the Company from that Investor under these Conditions or any
Relevant Document against any sums due to the Investor (whether actual,
prospective or contingent).
Variation. These Conditions may be amended from time to time only with the
prejudice or restrict its rights, nor will any waiver of rights by a party operate
full force and effect insofar as they are not affected by any such deletion.
under these Conditions or any part thereof, or purport to do so, without the
any part thereof to any third party by giving the Investor prior written notice of
such assignment, novation or other disposal in accordance with any
Conditions and doing business through either or both of the Companies, each
Investor will become a client of the relevant Company or Companies for the
purposes of the rules of the FCA. We will also treat Fundraisers as our clients,
whose interests will often conflict with those of Investors. It is our policy to act
encourage both parties to seek their own advice to the extent that their
Investors may request a copy of our conflicts of interest policy at any time
upon request.
pass the complaint to ShareIn to deal with you directly. You may
request a copy of our Complaints Handling Procedures at any time. If
available at www.fos.org.uk.
will also be held in a segregated client bank account and subject to the
at www.fscs.org.uk.
Your Money
o If you are accepted as an Investor, we will provide you with details of
o You will not receive interest on any sums that we hold or arrange to be
o Where we hold money for you, it will either be held by the Money
segregated from our own money and will be held in accordance with
Cookie and Data Use Policy sets out the entire agreement in relation to any
services provided by the Companies to the Investors and supersede all and
a contract made in England and according to the laws of England and Wales
and shall be subject to the exclusive jurisdiction of the English Courts, to
Definitions.
Fundraiser means all information provided by the Fundraiser to any or all of the
Information: Companies, an Investor or a potential and/or Investor as part of the
Fundraiser applying to raiseraising funds (successfully or otherwise)
via the Simple Crowdfunding Platform (including without limitation
any business plan, investment memorandum, financial forecasts,
accounts and any and all other information about the Fundraiser, its
officers and/or shareholders).
means the privacy, cookie and data use policy of the Companies as
set out at www.SimpleCrowdfunding.co.uk (and as may be amended
Privacy, Cookie by the Companies from time to time by it giving notice to all
and Data Use registered users on the Simple Crowdfunding Platform (whether as
Policy: an ‘investor’ or otherwise).
means the person appointed by Focus 2020 to hold and enforce the
Security rights under the Security Documents on behalf of Investors and, at
Trustee: present, is Simple Property.
Shareholder Agreement.
all shares issued and allotted following the Fundraise are of one
then the Fundraiser will have a new Shareholder Agreement put into
allowed to complete the raising of any funds from Investors via the
Completion.
the Investors) and its directors going forward in accordance with fair
Crowdfunding’ fees that are published from time to time on the Simple
documentation.
not and should not be a substitute for an Investor carrying out due
Fundraiser that are published on the website from time to time (including
administration fees). No fees shall be payable by the Investors other than the
fees that are published on the Simple Crowdfunding Platform and other fees
funds via the Simple Crowdfunding Platform has to return all or any of these
funds as a result of a legal claim, including but not limited to a claim for
Investor. Please also note that if the Fundraiser does not adopt at Completion
model articles as prescribed by the Companies Act 2006 and instead opts for
its own version of Articles of Association, then the Fundraiser may separately
and in advance have to pay the fee of the solicitors of Simple Crowdfunding to
Equity & Bond Sales & Transfers. Simple Crowdfunding does not operate a
extent that they have expressed interest, put the parties in contact with each
other. The ability to sell or transfer ownership will also be governed by the
levels of assessment:
application does not fit our credit policy, it will be declined, and
assess the people behind the proposal and to collect any further
Information is for guidance only and does not constitute any advice or a
they would take by lending any money to the Fundraiser. Whilst we will
endeavour to assess all aspects of an application ultimate
investor.
their consent to be bound by the terms of the Loan Agreement with the
apply to all loans to that Fundraiser, and a terms sheet which describes
the specific terms between them and the Fundraiser (for example, as to
amount). The Loan Agreement shall only come into force if a potential
below.
and all conditions relating to the loan have been met by the Fundraiser,
the pledge process is closed on our system, and the Loan Agreement
shall become effective. We will notify you if your pledge has been
accepted.
o Once you have made a pledge, it cannot be withdrawn and your loan
o You may not take any action or commence any process against any
Fundraiser in your own name but must act only through the Security
Conditions.
o The Security Trustee will hold the benefit of any security created on
to verify.
o The Security Trustee may engage, pay for and rely on the advice or
providing it has the means to pay for such services. The Security
Trustee will consult with the relevant Investors regarding the method of
in accordance with the terms of the Loan Agreement and any Security
Documents.
o The functions in this Condition 34.10 may be discharged by Simple
Security Trustee in the event that either the action needs to be taken
Documents;
amendments are not to the interest rate payable, the term of the
o You agree that the Security Trustee shall have only those duties,
own position and interests in its personal capacity (including its own
position and interests in its personal capacity, to the fullest extent that
(a) be bound to account to any other party for any sum or the
dishonesty or recklessness;
Security Documents; or
the Security Trustee or, if later, the date on which the loss arises as a
whether or not the Security Trustee has been advised of the possibility
o You may not take any proceedings against any officer, employee or
o The rights, powers and discretions conferred upon the Security Trustee
1925 and the Trustee Act 2000 and in addition to any which may be
o Section 1 of the Trustee Act 2000 shall not apply to the duties of the
Act 1925 or the Trustee Act 2000 and the provisions of these terms
the extent allowed by law, prevail and, in the case of any inconsistency
with the Trustee Act 2000, the provisions of these terms and conditions
o You agree that the Security Trustee shall be paid out of the proceeds
Documents and shall (in proportion to Your share of the loan to the
agent against any cost, loss or liability incurred by either or both the
Security Trustee and the Companies as its agent (otherwise than by
Trustee not being able to recover costs under this indemnity greater
than the amount of any monies recovered from the enforcement of the
with these Conditions and any Security Documents and survives after
Agreement and any Security Documents may not satisfy all of the
the Fundraiser.
o To the extent that there are insufficient monies to pay you in full, the
owed.
Wind Down
become insolvent, it shall cease to offer new loans for Investment and
upon the Security Trustee providing you, the Fundraiser and any other
Loan Drawdown
o When requested by us, you must transfer your pledged amount to the
o Once the Loan Agreement and Security Documents are executed and
and relevant arrangement fees paid by the Fundraiser, the loan will be
transfer funds into the ShareIn client account where money is held on
your behalf by ShareIn. We will only transfer funds back to the bank
having first satisfied ourselves that the reasons for the request are
Investor Fees
Crowdfunding Platform.
o We may introduce Investor fees for our services over time as the
service develops. Any such fees will not apply to existing loans you
process.
Interest Rates
o Interest rates are fixed at the outset and remain for the term of the
loan.
change from time to time in line with market conditions and current
rates. Any change in interest rates will not affect loans already drawn
date the loan is drawn down and not from the date the pledging has
closed.
o We will receive interest and capital payments along with any applicable
(Your Money) and pay the interest and capital to you. The repayment
o Lending money comes with its risks and you acknowledge that whilst
made we will refer the case to a debt collection agency. All additional
Fundraiser.
material risk that the loan will not be repaid, then the loan will be in
default and we can instruct a debt collection agent to collect the whole
loan amount.
o If the debt collection agency has failed to collect the loan outstanding,
details
new loan applications for any reason. This may, but not exclusively,
include:
any activity which could bring our reputation and that of other