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1.DEFINTIONS

1.1 Agreement: the agreement between the Company and Shareholder in relation his investment in the Company via Yielders.

1.2 AML Laws: all laws, regulations, and obligations imposed upon us through statute or by our regulators, to complete checks against you to verify your identity, address and source of funds, including but not limited to legislation governing the proceeds of crime, terrorism and money laundering that are in force at the date of the Terms, when you become a Registered User of the site, as amended from time to time, including but not limited to the Money Laundering Regulations 2007 (as amended).

1.3 Capital Growth: the net growth in the value of the asset owned by a Company or the shares of a Company as the case may be, calculated in accordance with clause 10.5.

1.4 Company: a special purpose limited company incorporated for the purpose of acquiring, holding and managing an asset shown on the site as detailed in a given Company Pitch.

1.5 Company Pitch: information about an asset to be owned by a Company displayed on the site for investment by a Registered User.

1.6 Company Shares: shares in a Company.

1.7 Confirmation Email: email confirmation / notification on the Platform at the expiry of the Offer Period that completion in accordance with the Agreement has taken place and you are now a Shareholder of the Company.

1.8 E-wallet: a segregated account held with Mango Pay (www.mangopay.com).

1.9 Funding Goal: the target level of funding required for a given Company Pitch.

1.10 Holding E-wallet: a segregated account held with Mango Pay (www.mangopay.com) allocated to a specific Company to be used as the account where all Investment Funds will be placed before being separated into further designated E-wallets for the purposes of the particular Company and Shareholder.

1.11 Investment Funds: the total amount of funds you invest in Company Shares plus all ancillary costs and fees as detailed in the Company Pitch, Prospectus and Terms.

1.12 Investment: your acquisition of Company Shares in exchange for payment of the Investment Funds.

1.13 Login Details: your username, email address and secure password required pursuant to the security specifications of the site in respect of your membership to the site.

1.14 Offer Period: as defined in clause 8.4.

1.15 Order: an irrevocable order for Company Shares.

1.16 Overseas Shareholders: persons who are resident, or citizens or nationals of, jurisdictions outside the United Kingdom or who are nominees of, or custodians, trustees or guardians for, citizens or nationals of such jurisdictions or companies which are incorporated or registered outside the United Kingdom.

1.17 Platform: the crowd funding platform owned and managed by Yielders where Registered Users may register and invest in Companies and become Shareholders.

1.18 Proceedings: the meaning given to it in clause 17.3(a).

1.19 Prospectus: a document summarising the terms and basis upon which you may become a Shareholder in a given Company and your rights and obligations in respect of the same.

1.20 Registered User: a potential investor registered on the site and thereby permitted to invest in Companies via the Platform.

1.21 site: www.yielders.co.uk

1.22 Shareholder: an investor in a Company via Yielders.

1.23 Terms: these general terms and conditions, the Agreement, Yielders’ cookie policy, privacy policy, website terms of use, website acceptable use policy more particularly described in clause 3 and all terms and conditions of Yielders published on their website as updated from time to time (or any part thereof).

1.24 Top Yielders: the initial Shareholders of a given Company.

1.25 Yielders: Yielders Limited of The Old Police Station, 82 High Street, Golborne, Warrington, WA3 3DA.

2.CROWDFUNDER TERMS AND CONDITIONS

2.1 These Terms (together with the documents referred to in it) explain how you may become a Shareholder and how to use and register on Yielders’ Platform via the site.

2.2 The site provides you with information on assets and / or companies which you may invest in by acquiring shares in a Company.

2.3 Please read these Terms carefully before you start to use the site, as they will apply to your use of the site and the Platform. We recommend that you print a copy of these Terms for future reference.

2.4 By using the site or registering on the Platform, you confirm that you have read, understood and accepted these Terms and that you agree to comply with them.

2.5 If you do not agree to these Terms or are not permitted to do so for any reason, you must not use the site.

2.6 References in these Terms to “we”, “us” and “our” mean Yielders.

2.7 References to “you” and “your” mean a Registered User, Shareholder (or Overseas Shareholder if applicable) on the site.

3.OTHER APPLICABLE TERMS

3.1 These Terms refer to the following additional terms and policies, which also apply to you and your use of the site:

  • Our terms of site , which sets out the terms on which you may make use of the site, whether as a guest or a registered user, which includes accessing, browsing or registering to use the site. By using the site, you must agree and comply with the Terms of site Use.
  • Our privacy policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using our site, you consent to such processing and you warrant that all data provided by you is accurate.
  • Our acceptable use policy, which sets out the permitted uses and prohibited uses of our site. When using our site, you must comply with this acceptable use policy.
  • our cookie policy, which sets out information about the cookies on our site.
  • the Agreement.

4.INFORMATION ABOUT US

4.1 The site is operated by Yielders Limited. We are registered in England and Wales under company number 09757611 and have our registered office at The Old Police Station, 82 High Street, Golborne, Warrington WA3 3DA. Our main trading address is The Old Police Station, 82 High Street, Golborne, Warrington WA3 3DA. Yielders is a trading style of Yielders Limited. Yielders Limited is not VAT registered. If this changes, this page and the site will be updated accordingly.

Yielders Limited is directly authorised and regulated by the Financial Conduct Authority (745636)

4.3 Yielders Limited is registered with the Information Commissioner’s Office with registration number ‘ZA146401’.

4.4 Yielders Limited owns registered trademark number ‘UK00003135269’.

5.SITE CONTENT AND DISCLAIMER

5.1 We make no guarantee of any specific results from entering into an investment in a Company on the site including any net income and/or the capital return realised.

5.2 The investments on the site may not be suitable for all investors and if you are in any doubt as to the suitability of the investments, you should seek independent financial advice. Please note that by proceeding with an investment, you are confirming to us that you have sought independent financial advice and are content to proceed with the investment and all risks associated with it.

5.3 Any information, commentary, figures, percentages, indications, estimations or any other material contained on the site provided via the site or directly to people who wish to engage with the Platform in relation to any of the opportunities described on the site is provided by Yielders in the form in which such information has been provided to Yielders and Yielders takes no responsibility for and assumes no liability in relation to such information (including its accuracy), which is a matter for the parties making the information available in the first instance. Some of the information featured on the site is provided by third parties and accordingly Yielders does not accept any responsibility and disclaims any and all liability for any such information (including the accuracy of such information) featured or views and opinions expressed on the site.

5.4 Yielders is not, by virtue of making information available on the site (or any other information provided by Yielders), providing advice to you or any person in relation to the quality or viability of any property or investment, nor does Yielders provide general or specific investment advice. Any decision to invest in a Company advertised on the site is solely your own. If you are considering potential investment opportunities featured on the site, you should carry out your own due diligence in respect of such opportunity and make your own commercial assessment of an investment opportunity after seeking the advice of an appropriately authorised independent financial advisor. You are encouraged to take your own independent legal and taxation advice, together with any other advice you consider necessary in order to consider the benefits and risks attached to an investment opportunity.

5.5 Yielders reserves the right to require you to sign an undertaking that you are either a retail investor, high net worth or a sophisticated investor within the meaning of the Financial Services and Markets Act 2000 (Financial Promotions Order 2005 (as amended) and / or that you have taken the advice of an appropriately authorised and qualified person before obtaining any funder information and before being permitted to enter into any investment opportunity.

5.6 The value of any investment, including an investment in the share capital of any company or in any asset can go down as well as up and Shareholders may lose all or part of the money they invest. Whilst investment opportunities will generally be secured against real property, Shareholders must understand that there are risks associated with investments generally, including real estate investment, such as economic factors which can affect (positively and negatively) market values of the same.

6.SHAREHOLDER REGISTRATION

6.1 To become a Shareholder in a Company, you must register your details on the site and confirm your acceptance of the Terms (with the exception of the Agreement for the purposes of registration) to first successfully become a Registered User at http://www.yielders.co.uk/ and meet the following requirements (as they may be applicable to you) and warrant to us that:

  • (a) you are either an individual, a limited company, a limited liability partnership, a pension scheme, a trust or public body;
  • (b) you have fully read, understand, and accepted the Terms and agree to be bound by them and to comply with them as required;
  • (c) you are legally capable of entering into binding contracts in your own capacity and no other authorisation or permission is required to enable you to do so, but where such authorisation or permission may be required, that you have procured the same before registering on the site;
  • (d) if you are investing in your capacity as an individual, you are 18 years of age or older and a permanent resident of the United Kingdom (excluding the Channel Islands and the Isle of Man);
  • (e) if you are an Overseas Shareholder (which is defined in clause 7.3), you agree to comply with the requirements set out in clause 7 and any requirements in this clause that may be applicable to you;
  • (f) you are accessing the site from the United Kingdom or otherwise you may be considered an Overseas Shareholder and agree to comply with the requirements set out in clause 7 and any requirements in this clause that may be applicable to you;
  • (g) if you are a limited company or limited liability partnership, you are registered with Companies House with active company status, and have a permanent place of business in the UK (excluding the Channel Islands and the Isle of Man) or if you are an Overseas Shareholder in respect of this clause 6.1(g), you agree to comply with the requirements set out in clause 7;
  • (h) if you are a partnership or a trust, you are registered with Companies House, the Charites Commission or any other relevant authority with active status, have a permanent place of business in the United Kingdom (excluding the Channel Islands and the Isle of Man) or if you are an Overseas Shareholder in respect of this clause 6.1(h), you agree to comply with the requirements set out in clause 7;
  • (i) if you are a pension scheme, you have an appropriately approved and authorised provider/operator, or if you are an Overseas Shareholder in respect of this clause 6.1(i), you agree to comply with the requirements set out in clause 7;
  • (j) if you are a public body, you are registered or formed with the relevant authority in the UK (excluding the Channel Islands and Isle of Man); (k) you have a valid bank or building society account;
  • (l) you agree that you shall comply with such identification and other anti- money laundering requirements that we may require from time to time. In particular, we may require identification of Shareholders and information about the sources of funds being provided by the Shareholder for Investment Funds which Yielders considers, in its sole direction, to be substantial;
  • (m) you are investing in a Company for yourself in your own name and will ensure that all orders for Company Shares made through the site are made exclusively on your own behalf. If there is any nominee or trust relationship by way of which you have agreed to hold the Company Shares on behalf of someone else, you must disclose this information to us before you invest in the Company;
  • (n) you are not bankrupt or in the middle of a dispute, court proceedings or otherwise that will likely have an impact on your ability to hold full and unencumbered legal and beneficial title to the Shares in the Company.

6.2 In order to successfully register with us, you must provide Login Details for your membership on the Platform. Your Login Details will be specific to your membership to the site.

6.3 The following clauses explain how your Login Details are to be used and the terms applicable to them:

  • (a) your Login Details must be used each time in order to access certain parts of the site such as the Platform and will be requested each time you access your account;
  • (b) your Login Details are personal to your account and are not transferable;
  • (c) your Login Details are the methods used by us to identify you and you must keep them secure at all times;
  • (d) you are responsible for all information and activity on the site by anyone using your Login Details; 
  • (e) if you authorise an employee, sub-contractor, agent or any other person to use your account, you will be responsible for their activity on the site;
  • (f) any breach of security, loss, theft or unauthorised use of any part of your Login Details must be notified to us immediately by contacting admin@yielders.co.uk.

6.4 We reserve the right not to act on your instructions where we suspect that the person logged into your account is not you or we suspect illegal or fraudulent activity or unauthorised use.

6.5 Once you are registered on the site, we will carry out identity and fraud checks on you and where applicable on you as a proprietor, member or director of your business and on other members, or directors of the business. We use our own internal guidelines and policies when assessing applications but have complete discretion as to whether to allow you to be a Shareholder on the Platform. We may ask you to submit details of passports or other identification documents, bank details plus a utility bill and anything else we may reasonably request in order to confirm your identity and verify your source of funds.

6.6 If the information you supply is insufficient to confirm your identity, enable fraud checks to be carried out, or satisfy our anti-money laundering requirements required of us pursuant to the AML Laws (and if any further information or documents which we may, at our sole discretion, request from you, are not supplied to our satisfaction) you may not be able to invest through the Platform and your registration will be refused or terminated.

6.7 For details about how we use your information, please refer to our privacy policy [LINK TO SITE'S PRIVACY POLICY].

6.8 If your registration is approved by us, you will be entitled to make Orders to acquire Company Shares through the Platform. We may, however, at our absolute discretion refuse to permit you to invest in any or all Company’s advertised on the Platform at any time and for any reason. We also reserve the right to withdraw advertised Company’s from the Platform at any time for any reason without any liability to you.

6.9 You may only invest using your Login Details and you must ensure that all Orders for the subscription of Company Shares are made exclusively on your own behalf.

6.10 Please note that successful registration will be dependent on completion of satisfactory background checks and requests for further information may be requested as and when requested in order that we may be satisfied of your eligibility and compliance with legislation on an ongoing basis.

6.11 If you do not accept the Terms (with the exception of the Agreement for the purposes of registration), you will not be permitted to continue using the site, Platform or become a Registered User for the purposes of investing in Companies via Yielders.

7.OVERSEAS SHAREHOLDERS

7.1 The site is only intended for use by persons resident in the United Kingdom and, subject to clause 7.2 below, Shareholders from other jurisdictions warrant that they agree with the terms of this clause and the applicable provisions of the Terms.

7.2 The site is not to be accessed from the United States of America and may not be used by any resident of the United States of America. No offer made on the site is intended or authorised to be made inside or to any resident of the United States of America.

7.3 Overseas Shareholders may be affected by the laws or regulatory requirements of the relevant overseas jurisdiction in relation to investments in a Company.

7.4 It is the responsibility of any Overseas Shareholder wishing to subscribe for Company Shares to satisfy himself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with said subscription, the holding of shares and the use of the site and Platform, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes or duties due in any such jurisdiction in respect of the Overseas Shareholders’ Investment into a Company.

7.5 The Overseas Shareholder agrees to indemnify Yielders (and any person acting on its behalf) against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses suffered or incurred by arising out of or in connection with any breach of this clause 7).

7.6 We may not accept any Order to subscribe for Company Shares by an Overseas Shareholder unless such Overseas Shareholder confirms in writing that:

  • (a) he has observed the laws of all relevant jurisdictions, has obtained requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes or duties due from him, in connection with the investment into a Company in the relevant jurisdiction;
  • (b) he has not taken or omitted to take any action which will or may result in us (or any other person acting on our behalf) acting in breach of any legal or regulatory requirements of any jurisdiction in connection with the subscription and holding of Company Shares;
  • (c) he shall provide valid and up to date proof of his identity (including but not limited to copies of photographic identification and proof of residential address certified as true copies of the originals by a solicitor, notary or legal professional with equivalent standing in the Overseas Shareholder’s jurisdiction) and such other identification information as we shall require from the Overseas Shareholder as we may determine in our absolute discretion; and
  • (d) he shall transfer Investment Funds for the subscription of Company Shares in accordance with the provisions set out on the site or per any direct written communication made by Yielders and evidence the sources of such funds.

7.7 It is the responsibility of any Overseas Shareholder to meet any taxes, charges, banking fees, currency exchange fees, foreign exchange rate charges or any other costs in making a subscription through the site and we reserve the right to refuse to issue shares to an Overseas Shareholder until the relevant subscription amount is received in full in pounds sterling in the Company’s Holding E-wallet.

8.INVESTMENT PROCESS

8.1 The site and / or Platform will publish a Company Pitch based on which you may acquire Company Shares in a Company.

8.2 Among other information, the Company Pitch will state or provide access to:

  • (a) a Prospectus; and
  • (b) a breakdown of the price to be paid and associated fees;
  • (c) the price at which each share in the relevant Company may be purchased by a Registered User; and
  • (d) a copy of the Terms.

8.3 You may select any Company Pitch that you are interested in from the Platform on the site, but should take independent legal, financial and taxation advice in relation to the Company Pitch, including the terms of the Prospectus to consider the benefits and risks in relation to the same, before doing so.

8.4 You will be entitled to place an Order to subscribe for Company Shares advertised in a Company Pitch during a period ending on the earlier of:

  • (a) the Company Pitch reaching the Funding Goal;
  • (b) the end of a period of 30 days or other period as specified on the Company Pitch by way of a countdown which shall begin on the date on which the Company Pitch is first advertised on the site and / or Platform); or
  • (c) the date upon which the Company Pitch is terminated by Yielders, at its sole discretion, for any reason other than what is stated above.

8.5 You acknowledge and agree that Yielders may not process an Order if it is placed immediately after the Company Pitch reaches the Funding Goal or the expiry of the Offer Period, and before the site showing said Company Pitch has been updated to confirm the same.

8.6 The process for placing an Order and subscribing for Company Shares pursuant to a Company Pitch during an Offer Period is as follows:

  • (a) you must indicate on your Order:
    • (i) that you have read and understood, and confirm acceptance of all Terms;
    • (ii) the number of Company Shares you intend to purchase and the total amount of your Investment;
    • (iii) confirm your payment details in order that Yielders may process payment of your Investment Funds into the Company holding E- wallet.
  • (b) you will then receive notification on the Platform and/or an email acknowledging your Order and confirming receipt of your Investment Funds in the Company’s holding E-wallet.
  • (c) at the expiry of the Offer Period, you will receive a Confirmation Email.

8.7 If a Company Pitch reaches its Funding Goal and you have placed an Order, an Agreement shall subsist between you and the Company to transfer the Investment Funds to the Company. Accordingly, we will release the Investment Funds, on your behalf, from the Company holding E-wallet to your Company E-wallet, stamp duty E-wallet, Yielders’ fee E-wallet and any other applicable E-wallet relevant to the asset and Company, in exchange for you being issued the Company Shares.

8.8 For the avoidance of doubt, your Order will not be transferred to any other Company Pitch.

8.9 Once you are a Shareholder of a Company, you, along with the other Shareholders, will have certain rights in respect of the Company and its asset as detailed in the Agreement.

8.10 By placing an Order, you are agreeing that:

  • (a) you have fully understood and accept that your Investment will be subject to the provisions of this clause and the Terms;
  • (b) Yielders shall be appointed as the first director and first agent of management of the asset;
  • (c) in the event that the asset is a property, any existing tenant of the property may remain in occupation after acquisition;
  • (d) in the event that the asset is a property, any specified renovation work to a property as detailed in the Company Pitch and Prospectus will be deemed approved but may at the absolute discretion of Yielders change from time to time, subject to Yielders acting reasonably when implementing such change.

8.11 Nothing will be deemed to be an acceptance by us of your Offer until we confirm in writing.

8.12 If you do not accept the Agreement, you will not be permitted to acquire Company Shares via Yielders.

9.HIGH NET WORTH INDIVIDUALS AND SOPHISTICATED INVESTORS

9.1 For the purposes of this clause:

  • (a) Retail Investor means a client who in accordance with COBS 3.4.1R is neither a professional client or an eligible counterparty, or any person who is advised by a firm on the merits of opening and busing a stakeholder product where the advice is given in the course of business carried on by that firm and it is received by a person not acing in the course of a business carried on by him.
  • (b) High Net Worth Individual means a person who meets the requirements set out in article 21 of the Promotion of Collective Investment Schemes Order, in article 48 of the Financial Promotions Order or Financial Conduct Authority COB 4.12.6R, being an individual who has an annual income to the value of £100,000 or more or net assets of £250,000 excluding primary residence, any benefits in the form of pensions or otherwise any rights under certain contracts of insurance.
  • (c) Sophisticated Investor means a person who meets the requirements set out in article 23 of the Promotion of Collective Investment Schemes Order, in article 50 of the Financial Promotions Order or in COBS 4.12.7R, being a person assessed by an FCA authorised firm as sufficiently knowledgeable to understand the risks associated with engaging in investment activity or self- certifying where the individual falls within one of the categories set out in the FCA rules.

9.2 If you register onto the site as a High Net Worth Individual and/or Sophisticated Investor you are confirming to us and warranting that you meet the requirements set out at Schedule 5 Part I and/or Part II of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and that you have printed, signed and retained a copy of that certificate for your records.

9.3 A copy of the certificate must be delivered to us prior to any Offers being made by you.

10.OUR FEES

10.1 The payments detailed in this clause will be payable to Yielders as the owner of the site and Platform or as director of the Company as the case may be.

10.2 You will be charged an incorporation and administration fee of 2.5% of your Investment in the Company you choose to invest in. This fee will only be applicable when the Company is first incorporated and charged only to the Top Yielders.

10.3 We (or a member of our group) will charge each Company a management fee of 10% of the monthly gross rental income earned by it.

10.4 With the exception of Top Yielders, each time a Shareholder re-lists shares in a Company for sale on the Platform, a £50 re-listing fee will be charged to the selling Shareholder.

10.5 We will charge the Company a fee of 15% (plus VAT if applicable) of the Capital Growth, which will be determined by an expert listed on Yielders’ panel of experts and will be the difference between the value of the initial share capital of the Company or the value of the asset owned by the Company at the time of its acquisition and the value determined by said expert, taking into account all outstanding applications / matters applicable to the asset or shares or pending at the time of the valuation and which may increase the value of said asset or shares over a period of thirty-six (36) months following the disposal of the asset owned by the Company, sale of the Company or removal of Yielders as director of said Company.

10.6 You acknowledge that ancillary charges, costs or fees may be payable to third parties in connection with the Company and you acknowledge that such charges or fees are not associated with these Terms. You warrant to us that you will pay any such fees or charges on demand and will indemnify and hold Yielders harmless against any loss, liability, cost or expense it may occur resulting from the same. You irrevocably authorise and instruct Yielders to deduct (as settlement) any sums payable by you to us in accordance with these Terms from any amounts to which you are entitled to receive out of any distribution (including but not limited to any dividends) by the Company or any sale proceeds generated by the sale of your Company Shares.

10.7 Yielders reserves the right to impose any further fee or charge for its services to a Shareholder in the future, and will do so by providing one months’ advance written notice by email or on the Platform of the proposed charges or fees and any variation of the same.

10.8 Payment of all fees will be taken from the payment details you provide when you complete the registration form when registering on the site as a Registered User. Credit card payments are not accepted.

11.FINANCIAL RULES AND CLIENT CATEGORISATION

11.1 We are required, under the Financial Conduct Authority’s (“FCA”) rules to allocate and notify you of your client classification (unless we agree otherwise in writing). Accordingly, all Shareholders will be classified as retail clients (as defined by the FCA in its rules and handbook) unless they expressly request to be treated as a professional. By using the site and Platform, you agree to provide to us any information that we require in order that we may comply with the FCA’s client categorisation rules.

11.2 In accordance with clause 11.1, all Shareholders have the benefit of the standard complaints procedures afforded to clients of FCA authorised firms. Shareholders may refer any complaint to the Financial Ombudsman Service. However, Shareholders may not make a claim to the Financial Services Compensation Scheme in the event that a Company fails.

11.3 You acknowledge that Yielders will not supply confirmations of any orders, and or resulting transactions other than what is stated in the Confirmation Email sent by Yielders in accordance with the FCA Handbook, Conduct of Business Rules, Rule 16.1.1., which you agree shall be a sufficient and adequate reporting of the service of arranging the reception and transmission of orders and the arranging of resulting transactions.

12.RISK FACTORS

12.1 You should be aware that investing through the site will result in your Investment in a Company incorporated for the sole purpose of holding legal title to an asset. You will receive Company Shares in exchange for your Investment which will be issued subject to the articles of association of the Company which will be available on the Platform.

12.2 Investing in start-up limited companies and in any assets carries certain risks, which can include illiquidity, a potential lack of dividends, loss of Investment and dilution, and it is your responsibility to satisfy yourself that this risk is acceptable to you. You acknowledge that making an Investment should be done only as part of a diversified portfolio. This means that you should invest in relatively small amounts in multiple Company’s rather than one or two. Further, you should only invest a small proportion of your investable capital in start-up business with the majority of your investable capital invested in safer, more liquid assets. Please note that this does not constitute investment advice.

12.3 Yielders and the site offers no guarantees or assurances as to any income, capital growth or other financial gain through your investment in a Company and asset prices can go down as well as up.

12.4 You may sell your Company Shares at any time after the expiry of the initial term specified in the Company Pitch, Prospectus and Agreement, provided such sale is completed through Yielders. In respect of such sale, Yielders will charge you a fee of £50. We do not offer any assurance or guarantee that your Company Shares will be sold and such sale will be subject to you or Yielders finding a willing buyer for the shares at the relevant price. We do not underwrite or guarantee the price or liquidity of any onward sale of shares, however, confirm that we will use all reasonable endeavours to sell the Company Shares on your behalf.

12.5 We will provide you with the Company’s incorporation documentation and a copy of the relevant Prospectus. We strongly advise you carry out your own due diligence on the Company Pitch offered through the site, including (but not limited to) the proposed Prospectus and Company incorporation documents in order to ascertain the risks involved.

12.6 Asset prices can go up and down and can vary from asset to asset. These factors can in turn influence asset prices and can make them more or less susceptible to negative growth.

12.7 By investing in an asset through us, you acknowledge that you may not get your money back if the asset price falls. As such, you acknowledge that by virtue of these terms we are warning you that you should not invest any more money that you are able to afford to lose without altering your standard of living.

12.8 Any investment you make will be illiquid as further sale of shares is not guaranteed. It will therefore be dependent on the sale of the asset at the end of the term of your investment.

12.9 If an asset owned by the Company you hold shares in is a property that receives rent, this will be paid to you and the other shareholders of the Company in the form of dividends, net of any fees, costs and expenses payable. In the event that the property does not produce rent or the amount of rent received is less than the amount of fees, expenses and costs payable, no dividends will be paid. As such, there is a risk that you will not see a return on your investment. Past performance should not be used as a reliability indicator as future potential is unknown and is independent of past performance.

12.10 Information provided about the asset and Company as well as projections of future performance are based on the internal calculations and opinions of Yielders based on information provided to us. They are subject to change at any time and influenced by third party factors outside of our control. Forecasts are not reliable indicators of future results and should not be relied upon.

13.INVESTMENT MONEY

13.1 We accept payment by debit card and bank transfer in British pounds. Credit card payments are not accepted. All conversion or transfer fees in respect of currency exchanges shall be borne by you.

13.2 Investment Funds in respect of a Company will be held in a segregated E-Wallet with Mango Pay (www.mangopay.com). However, please note that your funds are not protected by the Financial Compensation Scheme.

13.3 Upon the completion of an asset acquisition becoming imminent, any funds held in the Company Holding E-wallet will be transferred to the relevant solicitors acting on behalf of the asset acquisition to complete the purchase.

13.4 Any remaining funds will be transferred to the Company E-wallet and used for costs and expenses associated with the asset or the Company.

13.5 You acknowledge that no interest will be paid on any sums in any E-wallet. To avoid bank charges being passed on to the Company, the Company may from time to time receive interest payments in respect of the E-wallet, which shall be donated to a charity of Yielders’ choosing, and you agree and undertake that Yielders shall be under no obligation to pass on such interest payments to you.

13.6 No interest shall be payable on any Investment Funds or other sums returned to you (either by cancellation or otherwise).

13.7 All payments made to you from time to time will be made to your Company E-wallet and such sums shall be held in your Company E-wallet on your behalf until you either (but subject to any restrictions in the articles of association of the Company):

  • (a) re-invest the monies; or
  • (b) request that such monies be withdrawn and paid to you via electronic bank transfer in accordance with the Terms. Such payment to you may incur additional fees for same day transfers (if requested by you).

14.YIELDERS’ INVESTMENT

14.1 You acknowledge that our affiliates, and/or the proprietors, officers or employees of Yielders and/or such affiliates may consider expressing an interest or subscribing for Company Shares. If you become aware of this, you agree not to rely upon the same in making a decision whether to invest in a Company, and you confirm that any decision to invest in a Company is not based upon any representation, information, action, omission or otherwise of Yielders, its subsidiaries or affiliates or the proprietors or employees of Yielders, its subsidiaries or its affiliates.

14.2 You must ensure that arrangements are put in place for your next of kin to be informed of any Order, Investment and the Platform’s investment process, and that instructions are provided to enable Yielders to manage your Investment on the occurrence of your death, insolvency or incapacity. Yielders accepts no responsibility or liability through your failure of not having in place such an arrangement.

15.COMPANY ARTICLES AND THE AGREEMENT

15.1 You acknowledge that, as a consequence of becoming a Shareholder of a Company, you shall be subject to the provisions of the Company’s articles of association and the Agreement which will include certain restrictions on the Company Shares issued and certain rights and obligations will attach to such Company Shares and be binding on you.

16.CANCELLATION

16.1 Pursuant to COBS 15 Annex 1 rule 1.10, your Investment falls under the exemption to COBS 15. Therefore, the Consumer Protection (Distance Selling) Regulations 2000 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply.

16.2 You acknowledge and confirm that as a result, the statutory 14 working day cancellation rights contained within the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 will be unavailable to you in respect of any Order or Investment via Yielders.

17.WARRANTIES AND UNDERTAKING

17.1 You warrant to us that all information you provide to us from the moment you commence your application to become a Registered User is true, accurate and complete in all respects and that you will update us if any of the information you provide to us changes.

17.2 In respect of any Order or Investment, you agree and warrant that:

  • (a) we are making no warranty or representation as to the ability of the Company to pay and their credit risk and we are not underwriting any debt or credit risk of the Company and will not be liable in any way;
  • (b) you are investing entirely at your own risk, and by investing confirm, you have sought independent advice and conduct your own due diligence;
  • (c) you agree to keep confidential and not to use, disclose or communicate any and all content of the site (except in the course of obtaining professional advice in respect of the same or with our written consent or as required by law). This restriction will continue to apply after any termination of membership to the site;
  • (d) calculations or financial indications provided on the site are for guidance purposes only and are not guaranteed;
  • (e) the information on the site does not constitute advice, recommendation or an endorsement of investment requests or investment vehicles. The information is not intended to be relied upon as a sole basis for deciding whether or not to invest in a Company;
  • (f) we make no representation or warranty as to the accuracy of any data displayed on a Company Pitch, the Platform, or site, nor whether it is up to date or error free; and
  • (g) we do not guarantee that there will be sufficient bids to fully fund an investment in a Company or that there will be sufficient investments for you to invest in.

17.3 You further warrant to us that:

  • (a) neither you nor any person for whom you may be vicariously liable, or any person or entity with any kind of interest in you, is engaged or involved in any of the following matters:
    • (i) any litigation, administrative, arbitration or other proceedings
    • (ii) any dispute with or, investigation, inquiry or enforcement
  • (b) no Proceedings have been threatened or are pending by or against you or any person for whose acts you may be vicariously liable, and there are no circumstances likely to give rise to any such Proceedings;
  • (c) neither you nor any person for whom you may be vicariously liable is affected by any existing or pending judgment, order, decision or ruling of any court, tribunal or governmental, regulatory or similar body, nor has it given any undertaking in connection with any Proceedings;
  • (d) you will inform us immediately if the warranties above cease to be true;
  • (e) you will keep the Company and us as appropriate indemnified against any losses, damages, costs, financial or otherwise that may be incurred as a result of your involvement in any of the matters noted in this clause 16 or act in manner that is negligent, careless or fraudulent and which gives rise to such matter and for this purposes will have adequate insurance cover in place for the purposes of the same.

17.4 If you or any person for whom you may be vicariously liable is affected by any Proceedings, or the threat of them, then Yielders will take the appropriate steps to facilitate your exit from any and all Companies you are a Shareholder of, in accordance with the provisions of articles of association of those Companies.

18.TAXATION

18.1 You are responsible for any taxation payable in respect of any payments you receive from us, the site, or the Company you invest in and you warrant and will indemnify us against any taxes, charges or claims made against us in respect of the non-payment of your individual tax and other social security liabilities.

18.2 We do not provide tax advice and you should seek independent tax advice before investing if you are unsure of your position.

18.3 It is your own responsibility to ensure your tax returns are completed accurately and filed within the required deadlines and tax is paid correctly. If you are unsure of how to do this, you must seek independent financial advice before you invest through us. Each Company you invest in will be subject to payment of corporation tax. Returns you receive will be paid to you net of any corporation and other taxes applicable. Please also take independent tax advice in respect of any potential capital gains tax.

19.TERMINATING YOUR MEMBERSHIP

19.1 Yielders may terminate these Terms at any time in the event that:

  • (a) you breach any of the Terms;
  • (b) You have been convicted of any criminal offence or otherwise are involved in any improper or immoral activities;
  • (c) You are or become a politically exposed person;
  • (d) You fail the checks required to be completed on you pursuant to the AML Laws.

19.2 In the event that these Terms are terminated pursuant to this clause, all costs incurred by Yielders must be indemnified by the breaching party.

20.WRITTEN COMMUNICATIONS

20.1 You agree and confirm to us that you accept and authorise us to serve any written communication on you electronically on the Platform or using the email address associated with your Login Details.

20.2 You agree to these electronic means of communication in respect of the site and any Company you have invested in and you acknowledge that all contracts, notices, information, documents and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.

20.3 The provisions of this clause do not affect your statutory rights.

21.VARIATION OF THESE TERMS

21.1 We have the right to revise and amend these Terms from time to time.

21.2 You will be subject to the policies and Terms in force at the time you apply to become a Registered User of the site as amended from time to time by Yielders or any change to those policies or these Terms is required by law or (in which case it will apply to Orders previously placed by you. We will notify you of the change to those policies or these Terms before we confirm your membership as a Registered User of the site in which case we have the right to assume that you have accepted the change to the Terms.

21.3 It is your duty to ensure you keep up to date with changes to the Terms which we will keep updated on the site.

22.INFORMATION ABOUT YOU AND YOUR VISITS TO OUR SITE

22.1 We process information about you in accordance with our privacy policy (as displayed on the site). By using the site, you consent to such processing and you warrant that all data provided by you is accurate.

23.NOTICES

23.1 All notices served on us must be in writing and served on us at our address registered with Companies House from time to time. We do not accept any notice electronically or by fax.

23.2 Notices will be deemed to be received:

(a) two clear working days after posting by recorded, special or registered post by Royal Mail; (b) when received by a statutory director of Yielders if posted by any other means.

24.WAIVER

24.1 A waiver of any right or remedy under the Terms or by law is only effective if it is given in writing and is signed by the person waiving such right or remedy. Any such waiver shall apply only to the circumstances for which it is given and shall not be deemed a waiver of any subsequent breach or default.

24.2 A failure or delay by any person to exercise any right or remedy provided under the Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

24.3 No single or partial exercise of any right or remedy provided under the Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.

24.4 A party that waives a right or remedy provided under the Terms or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.

25.NO PARTNERSHIP OR AGENCY

25.1 Nothing in the Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

26.ASSIGNMENT

26.1 Your membership to Yielders is non-transferable, and the provisions of the Terms shall not be assigned, transferred, mortgaged, charged or otherwise encumbranced without the written consent of Yielders.

27.SEVERABILITY

If any provision or part-provision of the Terms or any provisions of any other document featured on the site become 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 the Terms.

28.LANGUAGE

If the Terms are translated into any language other than English, the English language version shall prevail.

29.GOVERNING LAW AND JURISDICTION

29.1 The Terms and any dispute or claim arising out of or in conssnection with them or their 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.

29.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Terms or their subject matter or formation (including non-contractual disputes or claims).

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