21.1 Homegrown does not guarantee that the Website will be secure or free from viruses or other malicious, harmful third-party software.
21.2 You are responsible for configuring your information technology, computer programmes and platform in order to access the Website. You should use your own virus protection software and it is your responsibility to install and configure such software before accessing the Website.
21.3 You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you may be committing a criminal offence under the Computer Misuse Act 1990 or similar legislation. Homegrown will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website will cease immediately.
21.4 You agree to indemnify and hold harmless Homegrown against any loss or damage which it may suffer as a result of your breach of this clause 21.
(22) LINKING TO THE WEBSITE
You may link to the Website, provided you do so in a way that is fair and legal and does not damage Homegrown’s reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement by Homegrown without its express permission. The Website must not be framed or reproduced on any other website, nor may you create a link to any part of the Website other than the home page at www.homegrown.co.uk. Homegrown reserves the right to withdraw linking permission for any reason without notice or explanation, and such right shall be deemed to be automatically withdrawn without notice if you breach the terms of this Agreement.
(23) THIRD PARTY LINKS AND RESOURCES IN THE WEBSITE
(24) COMMUNICATION AND NOTICES
24.1 By accepting this Agreement you acknowledge that you consent to receive all communications or notices pertaining to this Agreement, and the Website more generally, by e-mail or via the Website, and that for the purposes of this Agreement all such communications from Homegrown to you shall be considered to be written communications.
24.2 All notices served on us, save where otherwise specified in this Agreement, must be in writing and served on us at our address registered with Companies House.
(25) VARIATION AND ASSIGNMENT
25.1 Registered User status is not transferable and your obligations and rights set out in this Agreement cannot and shall not be assigned, transferred, mortgaged or otherwise encumbered without obtaining Homegrown’s authorisation in writing.
25.2 Homegrown may transfer or assign its rights and obligations under this Agreement at any time, without prior authorisation, and without notice.
26.1 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
27.1 If any of the terms and conditions of this Agreement, or any provisions of any other document referred to by this Agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions, which will continue to be valid to the fullest extent permitted by law.
(28) NO PARTNERSHIP
28.1 Nothing in this Agreement 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.
(29) ENTIRE AGREEMENT
29.1 This Agreement and any documents expressly referred to herein represent the entire agreement between you and Homegrown and supersede all previous discussions, correspondence, negotiations, previous arrangements, understandings or agreements between us relating to the subject matter of any contract.
29.2 Both parties acknowledge that neither shall rely on or have any remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in the terms of this Agreement.
(30) RIGHTS OF THIRD PARTIES
30.1 GCEN and its/their respective officers, directors and employees may rely on and enforce the terms of clauses 6.13 and 6.14 and clauses 19.13 to 19.17 (inclusive) of this Agreement.
30.2 The terms of this Agreement may be amended in accordance with clause 10 of this Agreement without the consent of any third party and section 2(1) of the Contracts (Rights of Third Parties) Act 1999 shall not apply save that the written consent of GCEN is required to any variation of the terms of this Agreement which would vary, abrogate or otherwise amend the rights of GCEN pursuant to clauses 6.13 and 6.14 and clauses 19.13 to 19.17 (inclusive) of this Agreement.
30.3 Except as set out in clauses 30.1 and 30.2, a person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce the terms of this Agreement.
(31) APPLICABLE LAW
31.1 This Agreement, its subject matter and its formation, are governed by English law. You agree that the courts of England and Wales will have exclusive jurisdiction.
This Website is for use only by individuals resident in Permitted Jurisdictions who are at least 18 years of age.
The Website is an equity-based crowdfunding platform which enables investors to purchase shares in Special Purpose Vehicles in the form of limited companies (referred to in this Agreement as ‘SPVs’). SPVs will hold interests in various real-estate assets, either by owning the title to those assets directly or by owning a stake in the entity which holds the title to them. The Website does not provide any advice on the quality, viability, or fitness for any particular purpose, of any property investment featured on the Website, nor does it offer any other form of general or specific investment advice. By accepting these terms and using the Website you agree that you will conduct your own due diligence and seek independent advice in relation to any and all investments which you may make through the Website. You acknowledge that you understand that the value of investments may fall as well as rise and there is a risk that you may lose some or all of the money that you invest. No guarantee is made that any investment will yield any particular return or yield, or that you will be able to access any return or yield within any particular timeframe.
Homegrown and its Group Members’ charges for its services are set out in clauses 6 and 7 of this Agreement.
These terms (together the “Agreement”) set out the terms on which you may use the Website whether as a guest or a Registered User. Use of the Website includes accessing, browsing and registering to use the Website, or using the features of the Website reserved for Registered Users. You should print a copy of this Agreement for future reference.
By using the Website, you confirm that you are at least 18 years old, accept the Agreement, and agree to comply with it. You further confirm that your use of the Website shall be in compliance with all relevant laws and regulations applicable to you in the United Kingdom or elsewhere.
If you do not agree to all of the terms of the Agreement, you must not use the Website.
If you have any questions about this Agreement, please email our customer service team at Info@homegrown.co.uk.
1.1 The definitions set out in this clause shall apply to this Agreement (except where the context otherwise requires):
Articles of Association means the memorandum and articles of association of an SPV.
Cash Pledge Amount means the amount of a Pledge satisfied in cash using funds held in a Registered User’s GCEN Account or funds transferred from a Registered User’s bank account via card payment or bank transfer.
Client Account means a segregated account in which client monies are held.
GCEN means together:
a) Global Currency Exchange Network Limited; a company registered in England and Wales under company number 04675786 with the registered address The Old Barn, Oast Business Park, Redhill, Wateringbury, Kent ME18 5NN; and
b) Global Custodial Services Ltd; a company registered in England and Wales under company number 08321940 with the registered address The Old Barn, Oasts Business Village, Red Hill, Wateringbury, Kent ME18 5NN.
GCEN Account means an account opened by GCEN in your name and operated in accordance with the GCEN Terms.
GCEN Terms means the standard terms of business of GCEN which appear here.
Group Member means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
Holding Account means a Client Account opened by GCEN designated by reference to Homegrown and corresponding to a given Listing.
Homegrown means Homegrown Group Limited; a company registered in England and Wales under company number 09442893 with the registered address 4 Wessex Road, Bourne End, United Kingdom, SL8 5DT and trading as ‘Homegrown’.
Homegrown-PM means the department of Homegrown that is responsible for managing Properties.
Intellectual Property Rights means patents, inventions, registered designs, copyright, database rights and design rights, trademarks, service marks, logos, domain names, business names, trade names, moral rights, and all registrations or applications to register any of the aforesaid items in any country or jurisdiction.
Investment means the purchase of shares in an SPV by a Registered User.
Investment Window has the meaning specified in clause 6.3.
Listing means an invitation to Registered Users to make an Investment in a particular SPV, which shall appear on the Website and which shall provide details of: all Property owned (or due to be owned) by the relevant SPV and the total collective value of Investments available to Registered Users in that SPV.
Net SPV Profit means the difference in price between the value for which a Property is originally acquired and the value for which it is sold (after relevant costs, expenses and taxes) and all other income (after relevant costs, expenses and taxes) deriving from the Property.
Oversubscription means a situation where Pledges exceed the relevant Target.
Permitted Jurisdiction means the whole territory of the World, with the exclusion of the United States of America and all countries currently listed on the US Department of the Treasury’s Office of Foreign Assets Control’s sanctions list, as it may be amended from time to time.
Pledge means a subscription to make an Investment by a Registered User, which is made during an Investment Window, which may be expressed to be satisfied:
a) wholly in cash transferred from a Registered User’s bank account via card payment or bank transfer.
b) wholly in cash held in a Registered User’s GCEN Account;
c) wholly in Rewards held in a Registered User’s Reward E-Wallet; or
d) by a specified amount of cash transferred from a Registered User’s bank account via card payment or bank transfer and/or held in a Registered User’s GCEN Account and/or a specified amount of Rewards held in a Registered User’s Reward E-Wallet,
and which will, if there is no Oversubscription, result in an Investment being made by that Registered User if the relevant Listing is Successful.
Property means an interest in a real estate asset, which may be outright ownership of the legal title to, or beneficial interest in a real estate asset, or ownership of a stake in a corporate entity which either holds the rights to such title or beneficial interest whether directly or through a corporate entity that is subsidiary to it.
Property Management Agreement means an agreement between an SPV and Homegrown-PM which will be put in place where that SPV acquires a Property which requires active management, and which shall set out the terms on which Homegrown-PM will manage the relevant Property held by that SPV and that SPV’s obligation to pay Homegrown-PM for such services. For the avoidance of doubt, where an SPV acquires a property that is not intended to be rented to tenants, then a Property Management Agreement will not be put in place.
Registered User means an individual that has created a personal account on the Website, accepted these Terms and Conditions of Use, and has been accepted as a Registered User by Homegrown.
Reward means a credit, expressed in pounds sterling (but which does not have a cash value and cannot be withdrawn from a user’s Reward E-Wallet) and representing a right to require Homegrown to discharge an amount of consideration payable by the holder of the Reward in respect of an Investment made by that Registered User that is equal to the value of the relevant Reward expressed in pounds sterling received by Registered Users from Homegrown which may be used to make Pledges and/or Investments via the Website.
Reward E-Wallet means an account in your name accessible via the Website operated and maintained by Homegrown in which Rewards can be received by you from Homegrown and in which Rewards can be stored.
Reward Pledge Amount means the amount of a Pledge satisfied in Rewards held in a Registered User’s Reward E-Wallet.
SPV means a limited liability company (which may be referred to as a ‘Special Purpose Vehicle’).
Successful means, in relation to a Listing, that at the end of that Listing’s Investment Window that the total value of Pledges by Registered Users meets or exceeds the Target.
Target means the total value of Pledges that must be made by Registered Users during an Investment Window in order for a Listing to become Successful.
Unsuccessful means, in relation to a Listing, that at the end of that Listing’s Investment Window the total value of Pledges made by Registered Users does not meet or exceed the Target.
Website means the website at www.homegrown.co.uk.
(2) INFORMATION ABOUT US
2.1 The Website is operated by Homegrown Group Limited (“Homegrown”); a company registered in England and Wales under company number 09442893 with the registered address 4 Wessex Road, Bourne End, United Kingdom, SL8 5DT. Homegrown is authorised and regulated by the Financial Conduct Authority (no. 694952).
(3) INVESTMENTS AND RISK
3.1 By accepting this Agreement and going on to make an Investment via the Website you will be purchasing shares in an SPV. Shares are an investment and they carry certain risks. It is your responsibility to make sure that you understand these risks and that taking them is appropriate for you and your financial circumstances.
3.2 By accepting this Agreement you are acknowledging that the value of your investments may go down as well as up, and that Homegrown makes no assurance or guarantee that your shares will provide you with any income, dividends, capital growth or other kind of financial gain, or that you will not lose any or all of the value of your Investment.
(4) REGISTERING TO USE THE WEBSITE
4.1 In order to make investments via the Website you must become a Registered User by accepting the terms of this Agreement, satisfying Homegrown that you have validly self-certified as being a suitable person to use the Website, and meeting all of its anti-money laundering and client identification requirements.
4.2 By accepting this Agreement you represent that you are at least eighteen years of age, have the right to enter into legally binding contracts without the authorisation or permission of any third party, that you will not use the Website for or on behalf of any other party, and that you understand and accept the terms of this Agreement.
4.3 By accepting this Agreement you acknowledge that you understand that the Website is only offered for the use of individuals resident in Permitted Jurisdictions. You must not use the Website on behalf of any other individual.
4.4 If you are resident in a country other than the United Kingdom and/or are a citizen of a country which is not a Permitted Jurisdiction, then you acknowledge that the regulatory regimes of other jurisdictions may affect your use of the Website. You accept that it is your responsibility to make sure that you act in compliance with any relevant laws or regulations which may apply to you as a result of your residency or citizenship status and you acknowledge that you are solely responsible for obtaining any licenses or permissions required to enable you to be in such compliance, and that, irrespective of your country of residence, you will be personally liable for the payment of the full cost of any fines, penalties, taxes or licence charges that may arise.
4.5 If the laws of any of your countries of nationality or secondary residence prohibit you from entering into crowdfunding arrangements such as those offered via the Website then you must not use the Website.
4.6 You agree that you will comply with any anti-money laundering, client identification and other compliance measures that Homegrown may from time to time require of you, including but not limited to providing any and all information which is requested from you concerning the sources of funds which you may attempt to invest via the Website.
4.7 Homegrown reserves the right to refuse service to any individual for any reason. Homegrown is free to refuse to permit you to register as a Registered User, or to withdraw your Registered User status at any time and without incurring any penalty or liability as a result. You accept that Homegrown may terminate your use of the Website without notice if it considers that you have breached these Terms and Conditions of Use.
4.8 Immediately upon becoming a Registered User you:
a) are automatically deemed to instruct and authorise GCEN to open an account in your name (being a GCEN Account as defined herein) and to operate such account in accordance with the GCEN Terms; and
b) automatically accept the GCEN Terms in respect of your GCEN Account.
4.9 Global Currency Exchange Network Limited’s services are provided subject to the Payment Services Regulations 2009, which do not afford access to any form of compensation scheme in the event that Global Currency Exchange Network Limited should default.
4.10 The default of Global Custodial Services Ltd may entitle a person who is an “eligible claimant” under the FCA Rules to make a claim against the Financial Services Compensation Scheme for a payment that is capped at a maximum of £50,000 regardless of any loss or alleged loss sustained.
(5) YOUR STATUS
5.1 You agree that Homegrown shall act on behalf of the SPVs which are offered for Investment on the Website. You accept that you will not have any right to refer any complaint to the financial ombudsman, nor will you be protected by the financial services compensation scheme in respect of an Investment.
5.2 In order to become a Registered User you will have to satisfy Homegrown that you are eligible to invest via the Website. Homegrown will require you to answer a series of self-certification and appropriateness questions; you warrant that you will answer all such questions truthfully. If you do not satisfy the necessary requirements then you will not be eligible to make Investments via the Website.
5.3 In addition, you give your consent to Homegrown performing any identity, background, anti-money laundering, credit, or other similar checks, in order to satisfy itself that you are suitable to make Investments via the Website.
5.4 In the event that Homegrown is not satisfied that you are eligible, or if you cease to be eligible to be a Registered User of the Website, then Homegrown reserves the right to terminate your use of the Website.
(6) THE INVESTMENT PROCESS
6.1 Registered Users will from time to time be given the opportunity to make Investments in SPVs listed on the Website.
6.2 Where Registered Users are offered the opportunity to make Investments in SPVs a Listing will be created on the Website.
6.3 Each Listing shall be open to Registered Users to make Pledges for a period of time (the “Investment Window”). During the Investment Window Registered Users will be able to make Pledges.
6.4 While Homegrown reserves the right to end a Listing at any time and for any reason, a Listing will typically end where:
a) that Listing reaches its funding target and is Successful;
b) the Investment Window ends; or
c) Homegrown identifies an irregularity and ends the Listing before the end of the Investment Window.
If a Listing is ended before the end of the Investment Window, the process described in clause 6.7(b) will take place as if the Listing had been Unsuccessful.
6.5 You accept that by making a Pledge you will be entering into a legally binding contract to purchase shares, thereby making an Investment, in the event that the Listing becomes Successful. When you make a Pledge you must, and shall automatically be deemed to:
a) have transferred an amount of funds equal to the Cash Pledge Amount (if any) comprised in the relevant Pledge from a Registered User’s bank account via card payment or bank transfer and into the Holding Account in respect of the relevant Listing until the end of the Investment Window; and/or
b) instruct GCEN to transfer an amount of funds equal to the Cash Pledge Amount (if any) comprised in the relevant Pledge from your GCEN Account and into the Holding Account in respect of the relevant Listing; and/or
c) instruct Homegrown to deduct an amount of Rewards equal to the Reward Pledge Amount (if any) comprised in the relevant Pledge from your Reward E-Wallet.
6.6 At the end of the Investment Window Homegrown will send each Registered User that has made an Investment an e-mail (the “Confirmation E-mail”) which notifies them of this fact. Following the Confirmation E-mail, a Registered User will have the opportunity, exercisable within 5 calendar days of dispatch of the Confirmation E-mail, to withdraw from making that Investment if they no longer wish to proceed. If a User does not respond to a Confirmation E-mail within 5 days, then they shall deemed to have confirmed their intention to make the relevant Investment and to have placed an irrevocable order to do so. Homegrown will not be liable to any Registered User for any failure in the transmission of a Confirmation E-mail which is not caused by fraud or gross negligence on the part of Homegrown.
6.7 At the close of the 5 day window described in clause 6.6 then:
a) If the Listing has been Successful then, subject to clauses 6.5, 6.6 and 6.9;
i) in the case of Listing in respect of the subscription for and issue of new shares in an SPV:
A) Homegrown shall instruct GCEN to transfer the value of five percent of the Target from the Holding Account in respect of the relevant Listing to Homegrown as its fee from the SPV for arranging and administrating the Listing;
B) Homegrown shall instruct GCEN to transfer the remaining total funds represented by Cash Pledge Amounts held in the relevant Holding Account and Homegrown shall transfer an amount equal to the Reward Pledge Amount (if any) in respect of the relevant Listing. In the event that solicitors have been instructed by Homegrown in order to facilitate the acquisition of the relevant Property the relevant funds will be transferred to those solicitors in order to enable them to acquire the relevant Property (including, for the avoidance of doubt, the payment of any relevant taxes, levies or fees necessary to facilitate such an acquisition) and such funds will be used by those solicitors to facilitate the acquisition of the Property, or Properties, which is/are to be acquired by the SPV or transferred to the relevant bank account of the SPV. Where solicitors are not instructed in the fashion described above, then the relevant funds may be transferred to the relevant seller in order to acquire the relevant Property. In return the Registered Users shall receive shares in the relevant SPV on a pro-rata basis.
C) In the event that the acquisition of the relevant Property does not exhaust the remaining total funds raised, then the remaining funds will be transferred to the relevant bank account of the SPV and may be used in order to defray any future costs of operating the SPV and/or to be held as a contingency fund for meeting any costs which may arise in respect of that Property;
ii) in the case of a Listing in respect of the transfer of shares in an SPV from a Register User to one or more other Registered Users:
A) Homegrown reserves the right to charge a percentage of the price for which such shares are sold, and such percentage shall be stated on the Website at the time that the sale takes place. Homegrown shall instruct GCEN to transfer the value equivalent to the percentage of the price for which shares are sold from the Holding Account in respect of the relevant Listing to Homegrown as its fee for arranging and administrating the Listing;
B) Homegrown shall instruct GCEN to transfer the remaining total funds represented by Cash Pledge Amounts held in the relevant Holding Account in respect of the relevant Listing from the Holding Account, and Homegrown shall transfer an amount equal to the Reward Pledge Amount (if any), to the Registered User that is selling the relevant shares;
b) If the Listing has been Unsuccessful then Homegrown shall:
i) instruct GCEN to transfer the funds held in the relevant Holding Account which correspond to Cash Pledge Amounts to the relevant Registered Users’ GCEN Accounts; and/or
ii) re-credit the Rewards equal to the value of the Reward Pledge Amounts which were Pledged to the relevant Listing to the Reward E-Wallets from which such amounts were Pledged.
6.8 Where, in respect of a Listing for the subscription for and issue of new shares in an SPV, the total value of Pledges made in respect of a Listing exceed the total value of the available shares (as shall be specified in the Listing itself), excess Pledged funds will be transferred from Registered Users’ GCEN Account or bank account (in the case of excess Cash Pledge Amounts) or Reward E-Wallets (in the case of Reward Pledge Amounts) as described in clause 6.5, but will only be used to acquire Property or shares in an SPV as described in 6.7(a) in the event that a Pledge made by a Registered User earlier in the Investment Window is cancelled or withdrawn.
6.9 Where for any reason Cash Pledge Amounts or Reward Pledge Amounts comprised in Pledges are not used to acquire Property, pay for Homegrown’s fees, or held for contingency payments, or the defraying of future disbursements or expenses, as described in clause 6.7, then Homegrown will instruct GCEN to return such of those Cash Pledge Amounts as remain in the relevant Holding Account to the GCEN Accounts or Homegrown will re-credit such of those Reward Pledge Amounts to the Reward E-Wallets from which they originated. Registered Users whose Cash Pledge Amounts or Reward Pledge Amounts are not used for the purposes described in clause 6.7 shall not be deemed to have made an Investment and will not receive any shares, stakes, or equitable interest in an SPV.
6.10 It will be at Homegrown’s sole discretion to determine which Pledges will be refunded in the event of an Oversubscription. Shares in the relevant SPV’s will be allocated on a ‘first come first served’ basis. Any refunds of Pledged funds may be total or partial depending on whether part or none of a pledge is applied by Homegrown in respect of a particular listing.
6.11 Homegrown reserves the right to cancel or withdraw a Listing at any time and for any reason. Where a Listing is cancelled or withdrawn Homegrown shall:
a) instruct GCEN to transfer the funds held in respect of Cash Pledge Amounts which have been transferred to the relevant Holding Account in respect of the relevant Listing to the relevant Registered Users’ GCEN Accounts; and/or
b) re-credit the Rewards equal to the value of the Reward Pledge Amounts which were Pledged to the relevant Listing to the Reward E-Wallets from which such amounts were Pledged.
6.12 Where a Listing is Successful but Homegrown is, for any reason, unable, in the case of a Listing in respect of the subscription for and issue of new shares in an SPV, to acquire the relevant Property or Properties, or, unable to complete a transfer in the case of a Listing in respect of the transfer of shares in an SPV from a Registered User to one or more Registered Users, then Homegrown shall:
a) instruct GCEN to transfer the funds held in respect of Cash Pledge Amounts which have been transferred to the relevant Holding Account in respect of the relevant Listing to the relevant Registered Users’ GCEN Accounts; and/or
b) re-credit the Rewards equal to the value of the Reward Pledge Amounts which were Pledged to the relevant Listing to the Reward E-Wallets from which such amounts were Pledged.
6.13 You agree that:
a) Homegrown may direct that you make payments in respect of, or in connection with, Listings, Pledges or Investments to and/or using facilities provided by GCEN;
b) Homegrown may make payments in respect of, or in connection with Listings, Pledges or Investments to and/or using facilities provided by GCEN;
c) Homegrown may direct that you undertake foreign exchange transactions in respect of, or in connection with, Listings, Pledges or Investments using facilities provided by GCEN;
d) Homegrown may undertake foreign exchange transactions in respect of, or in connection with, Listings, Pledges or Investments using facilities provided by GCEN;
e) Homegrown may direct that sums paid by, or due to, you in respect of, or in connection with, Listings, Pledges or Investments are held by GCEN; and
f) Homegrown may engage GCEN to carry out client due diligence and anti-money laundering checks on Registered Users.
6.14 You hereby irrevocably:
a) undertake and agree that you shall not at any time give GCEN any instructions, or revoke any instructions, in respect of any Holding Account and that if any such instruction is given or revoked, GCEN shall not be required to comply with it;
b) authorise Homegrown and any director, employee or agent of Homegrown to give GCEN instructions in respect of Holding Accounts to which funds representing Pledges made by you have been transferred (including, but not limited to, instructions as to where any monies held in a Holding Account from time to time are to be paid or transferred to); and
c) undertake and agree that GCEN shall be entitled to rely on all instructions given to it by Homegrown in respect of Holding Accounts:
i) without making any enquiry as to whether any such instruction is accurate;
ii) without making any enquiry as to whether any such instruction is duly given;
iii) without determining, verifying or otherwise investigating whether any Target in respect of any Listing has been reached;
iv) without determining, verifying or otherwise investigating whether any conditions precedent applicable to any Listing, or any document entered into in connection with any Listing, have been satisfied or waived; and
v) without determining, verifying or otherwise investigating whether all documentation in respect of any Listing has been dully executed or signed by the relevant parties.
6.15 You are not eligible to receive any interest payments which may accrue to funds in any Holding Account.
(7) INVESTOR OBLIGATIONS AND FURTHER CHARGES
7.1 You agree that when you make an Investment you will become a shareholder of an SPV and that you will become bound by that SPV’s Articles of Association. A copy of the relevant Articles of Association will be shared with you after you make your Investment, but will also be available to inspect during the relevant Listing.
7.2 You agree that Homegrown shall be entitled to retain fifteen percent of Net SPV Profit.
7.3 The Articles of Association of each SPV will set out the rules that govern the way in which the strategic financial and operating decisions will be under the control of the shareholders and how votes on such decisions will be conducted.
7.4 By accepting this Agreement you agree that each SPV in which you make Investments may be bound by the terms of a Property Management Agreement with Homegrown-PM, to cover the management of the Property or Properties held by that SPV. Where this will be the case a copy of the relevant Property Management Agreement will be shared with you after you make your Investment and will be available to inspect during the relevant Listing.
7.5 Where relevant the Property Management Agreement will set out the terms on which you can expect to receive any payments due to you from income earned by the Properties held by an SPV in which you have made an Investment. The Property Management Agreement will specify any payments that are due to Homegrown-PM for its services to an SPV in relation to such activity or in respect of any other associated costs likely incurred by Homegrown-PM.
7.6 You acknowledge that, on sale of all Property belonging to an SPV and the distribution of the proceeds of the sale to all relevant parties (which shall include, for the avoidance of doubt, paying off any outstanding mortgage over the property) that SPV will, at Homegrown’s sole discretion, be wound up or sold and that you will cease to hold shares in it.
7.7 An SPV may incur additional ancillary charges or fees that are not specified in this Agreement or by the documents referred to in it. You accept that such charges and fees shall be the responsibility of its shareholders and agree to indemnify and hold harmless Homegrown in respect of all such loss, liability, cost or expense that it may incur resulting from the same. You instruct Homegrown to deduct any such sums payable by SPVs in which you may own shares from any payments which may become due to you (including, but not limited to, payments you may receive from rental income or from the proceeds of the sale of the Property).
(8) SELLING YOUR SHARES IN AN SPV BEFORE DISPOSAL OF THE UNDERLYING PROPERTY – THE SECONDARY MARKET
8.1 A Registered User may wish to sell its shares in an SPV before the Property owned by that SPV has been disposed of.
8.2 In such circumstances Homegrown may offer facilities or functionality that enable an Investor to offer its shares to other Registered Users via the Website. Where such a system is in place Sellers shall determine the price at which they offer such shares and any final price will be dependent on that seller finding a willing buyer. Where Homegrown offers such functionality it reserves the right to charge a percentage of the price for which such shares are sold, and such percentage shall be stated on the Website at the time that the sale takes place. Nothing in this clause shall oblige Homegrown to offer such functionality on the Website and Registered Users recognise that such facilities may be withdrawn or suspended at any time and without notice.
8.3 In the event that:
(a) you offer shares in an SPV for sale via the Website and accept another Registered User’s offer to purchase them from you; or
(b) you offer to purchase shares in an SPV which have been offered for sale via the Website and your offer is accepted by the Registered User offering them for sale; then you irrevocably agree that on the date of such agreement taking place, Homegrown shall be appointed as your agent for the purposes of effecting such transfer, and that it shall have the power to do on your behalf all such things, and to execute all such documents, as it considers necessary to give effect to the transfer of the relevant shares from their then current owner to the agreed purchaser.
8.4 Homegrown does not guarantee that any individual Investor will be given the option to sell its shares in the manner described in clauses 8.2 - 8.3, and Homegrown does not guarantee that there will be a willing buyer for any particular share or shares.
8.5 Where Homegrown enables a Registered User to sell shares on the Website, that Registered User will be entitled to receive and retain all dividends or other payments that have been paid, or have been declared shall be paid, in respect of those shares prior to the date of sale.
(9) HOMEGROWN AS A SHAREHOLDER
9.1 Homegrown shall have the option to purchase shares in the relevant SPV. Where it does so it shall hold all such shares on the same terms as Registered Users who have made an Investment in the SPV.
9.2 You acknowledge that Homegrown, its Group Members, owners, employees and officers may express interest in subscribing for, or may subscribe to purchase, shares in SPVs. You agree that you will not rely on such expressions of interest, or such actions, in making any decision as to whether to invest in any particular SPV, and you confirm that any decision which you may make has not been influenced by the same.
(10) CHANGES TO THESE TERMS AND TO THE WEBSITE
10.1 Homegrown reserves the right to amend this Agreement at any time by amending this page of the Website. New versions of the Agreement will be effective from the date on which they are posted on the Website. If you are a Registered User then Homegrown will notify you of any changes to this Agreement by e-mail using the details which you have supplied.
10.2 You agree that you will check this page of the Website and the terms of the Agreement each time that you use the Website, including without limitation, each time you visit to make a Pledge, to ensure that you are aware of the version in force during your visit.
10.3 Homegrown reserves the right to update the Website from time to time, and to remove, add, or change its content and/or functionality at its sole discretion. If you are a Registered User and where Homegrown considers that these changes are significant, it will notify you of such changes by e-mail using the details which you have supplied.
(11) CANCELLING YOUR MEMBERSHIP OF THE WEBSITE
11.1 You have the right to cancel your membership of the Website and to cease to be a Registered User within 7 days of becoming a Registered User. This is your statutory right per the Consumer Protection (Distance Selling) Regulations 2000.
11.2 If you wish to exercise this right then you must notify us by stating that you wish to cancel the contract in writing by sending an e-mail to email@example.com.
11.3 Your right to cancel this contract will end once Homegrown begins to perform services on your behalf under its terms. As such, you acknowledge and agree that you will immediately lose the right to cancel this contract once you make a Pledge.
11.4 In addition to your statutory rights set out above, you may cease to be a Registered User of the Website at any time at which you do not have an active Pledge and at which you are not the owner of any shares in an SPV. Cancellation of your account can be done via your My Account page.
(12) USER REWARDS
12.1 Registered Users may become eligible to receive Rewards for successfully encouraging other individuals to sign up to, invest via, or otherwise participate in the Website or its marketing activities.
12.2 Where Rewards are available the value of the Rewards, as well as the actions that must be performed by Registered Users in order to make them eligible to receive a Reward, will be stated on the Website.
12.3 Where a Registered User becomes eligible to receive a Reward then the balance of that Reward will become viewable on their My Account page of the Website and will be held in their Reward E-Wallet.
12.4 Rewards have no cash value and represent only credits granted by Homegrown that may be used by Users to supplement Pledges and Investments which they may make via the Website.
12.5 Rewards do not represent cash payments into a Reward E-Wallet and no money shall be transferred into a Registered User’s Reward E-Wallet as a result of that Registered User becoming eligible to receive, or receiving, a Reward.
12.6 Rewards are not transferable between Registered Users and may not be claimed as cash payments.
12.7 Rewards may only be used to make Pledges and Investments via the Website, they may not be used to purchase any other goods or services from Homegrown or any third party.
12.8 Where a Registered User would become eligible to receive a repayment of amounts comprised in a Pledge only monies which originally represented Cash Pledge Amounts may be returned to the Registered User as cash and any amounts which originally represented Reward Pledge Amounts shall be re-credited to the Registered User’s Reward E-Wallet as Rewards.
12.9 Homegrown shall have the right to withhold a Reward from a Registered User where it considers that that User has;
a) abused the terms of any offer by Homegrown to grant Rewards; or
b) engaged in any potentially unlawful activity; or
c) breached the terms of this Agreement.
(13) ACCESSING THE WEBSITE
13.1 Homegrown makes no guarantee that the Website, or any aspect of it, will always be available or that access to it will be uninterrupted.
13.2 Homegrown will not be liable for any loss, damage, costs, expenses or any other form of financial disadvantage (including loss of profits, consequential losses or special damages) caused as a result of any unavailability or interruption to the availability, of this Website.
13.3 Homegrown reserves the right to suspend, withdraw, discontinue or change any aspect of the Website without notice. Homegrown will not be liable to you for any reason if the Website is unavailable at any time or for any period.
14.1 Homegrown makes no representation or warranty that;
a) any particular number of Listings will appear on the Website in any given period;
b) any particular Listing is or will be suitable for your individual circumstances or requirements;
c) you will be able to make an Investment in any given Listing;
d) any particular Listing will be Successful, or that any Listing which is Successful will yield any revenue or profit;
e) the data displayed on the Website is up to date or free from errors and inaccuracies; or
f) any of the information on this site constitutes advice, a recommendation, or an endorsement, and hereby confirm that no such advice recommendation or endorsement will ever be given.
14.2 All calculations, formula or other financial indications provided on the Website are purely for illustration and information purposes and are not intended to be relied upon.
14.3 You warrant that you will perform your own due diligence before making an Investment via the Website, and that you will obtain independent professional advice about making Investments before doing so.
14.4 You warrant that you understand that Investments carry risk, and that you will be solely responsible for the consequences of those risks.
14.5 You warrant that you understand that Homegrown is not offering to underwrite any SPV and that no representation or warranty is being, or will be, made as to the creditworthiness of any given SPV.
(15) YOUR ACCOUNT AND PASSWORD
15.1 If you are provided with a user identification code, password or any other piece of information as part of our security procedures for any reason, you must treat that information as confidential and refrain from disclosing it to any third party.
15.2 If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at firstname.lastname@example.org.
15.3 Homegrown reserves the right to refuse service to you, to terminate your user account, to revoke your status as a Registered User, or to block or suspend access to the Website, at its sole discretion.
15.4 Homegrown has the right to disable any user identification code or password, or to terminate any individual user account, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of this Agreement.
15.5 You will not create any more than one account on the Website and will not permit that account to be used by any other individual, nor shall you use an account registered by any other Registered User.
(16) INTELLECTUAL PROPERTY RIGHTS
16.1 Homegrown is the owner or the licensee of all of the Intellectual Property Rights in the Website, and in the material published on it. All relevant rights are reserved.
16.2 You may not copy, download, or otherwise reproduce any aspect of or extract from the Website without the express permission of Homegrown.
16.3 Where permission is granted pursuant to clause 16.2, Homegrown’s status (and that of any identified contributors) as the authors of content on the Website must always be acknowledged by you.
16.4 The use of any data mining tools (which may, amongst other terms, be referred to as ‘robots’, ‘spiders’ or ‘web crawlers’) or any other similar data-gathering or extraction tools on the Website is expressly forbidden.
16.5 If you print off, copy or download any part of the Website in breach of this Agreement, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
16.6 Homegrown makes no representation or warranty that the contents of the Website do not breach the Intellectual Property Rights of any third party.
(17) TERMINATION OF THIS AGREEMENT
17.1 Homegrown may terminate this Agreement without penalty or liability, at any time and without notice if it:
a) believes that you have breached its terms; or
b) if it believes that you are, or may be contemplating being, involved in any kind of unlawful or criminal activity.
(18) NO RELIANCE ON INFORMATION
18.1 The content on the Website is provided for your information only. It is not intended to amount to advice (legal, professional, or otherwise) on which you should rely. You agree that you will obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Website.
18.2 Although Homegrown makes reasonable efforts to update the information on the Website, it makes no representations, warranties or guarantees, whether express or implied, that the content on the Website is accurate, complete or up-to-date.
18.3 The Website may be accessible from jurisdictions other than Permitted Jurisdictions; however, nothing on the Website shall imply that any product or service offered therein is being offered for sale, or shall be in any way available, outside of Permitted Jurisdictions.
(19) LIMITATION OF LIABILITY
19.1 Nothing in this Agreement excludes or limits Homegrown’s liability for death or personal injury arising from negligence, or for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by English law.
19.2 To the extent permitted by law, Homegrown excludes all conditions, warranties, representations or other terms which may apply to the Website or any Listing or Investment which may feature on it, whether express or implied.
19.3 Homegrown shall not be liable for:
a) any direct loss, indirect loss or consequential loss incurred by any individual;
b) any loss of income or revenue;
c) any loss of business;
d) any loss of profits;
e) any loss of data;
f) any loss of goodwill;
g) any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable;
howsoever suffered by any individual arising in any way in connection with this Agreement, with any Listing or Investment which may be made on or via the Website, any Investment which may be made via the Website, any other use of the Website, any action by any regulatory or statutory body, or any obligation which you may owe to any third party.
19.4 You agree to indemnify and hold harmless Homegrown against any loss or damage which it may suffer as a result of; your use of the Website, any action against it by any regulatory or statutory body which may arise as a result of your actions, any breach by you of relevant legislation or regulations, or any obligation or liability which you may owe to any third party.
19.5 Homegrown shall not be liable for any direct or indirect consequences of cancelling or withdrawing a Listing at any time and may suspend Listings at its sole discretion as per clause 6.11 of this agreement.
19.6 Homegrown shall not be liable for any failure to acquire any particular Property In the event that a Property cannot be acquired then Registered Users who made Pledges relating to that Property shall be entitled only to a refund of all such monies as their sole remedy.
19.7 Homegrown shall not be liable for any failure of any Investment to meet the expectations of a Registered User. Homegrown makes no undertaking or warranty that any given Investment will provide any particular yield or return, or that any yield or return will be generated at all.
19.8 Please note that Homegrown provides the Website only for private use. You agree not to use the Website for any commercial or business purposes, and Homegrown will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
19.9 Homegrown has no responsibility for and accepts no liability in respect of any material which may be posted on the Website by you, by any Registered Users or unregistered users, or by third parties. You acknowledge that where information or material posted on the Website by other unregistered users or Registered Users it is based on subjective, opinions, is not endorsed by Homegrown, and is made available on the Website for information purposes only.
19.10 Homegrown is not liable for any failure in respect of its obligations hereunder which results directly or indirectly from failure or interruption of software or services provided by third parties.
19.11 Homegrown will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Website or to your downloading of any content from it, or on any website linked to it.
19.12 No matter how many claims are made and whatever the basis of such claims, Homegrown’s maximum aggregate liability to a Registered User under or in connection with this Agreement in respect of any loss not excluded by this Agreement, whether such claim arises in contract, tort, or otherwise, shall not exceed a sum equal to the value of £1,750,000 in respect of the SPV in relation to which such claim is made.
19.3 You hereby agree that GCEN shall not be under any obligation to:
a) deliver, or procure the delivery of, any share certificate or other document in respect of any Investment or SPV to you; or
b) make any re-imbursement of any funds paid to any Holding Account in respect of any Listing, Pledge or Investment, save from funds held in such Holding Account or otherwise paid by Homegrown to GCEN for the purpose of GCEN making such re-imbursement.
19.14 You hereby agree that GCEN has not made any recommendation, or provided any advice, to you in connection with any Listing, Pledge or Investment or any decision to make any Pledge or Investment.
19.15 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 (including, without limitation, counsel fees) (“Losses”) which may be incurred or suffered by you in connection with or arising from any Listing, Pledge or Investment (including, but not limited to, any Pledge that is not accepted in whole or in part for any reason) or the performance, non-performance or delay in performance by Homegrown, Homegrown PM or any SPV of any of their obligations pursuant to, or in connection with, any Listing, Pledge or Investment save where such Losses arise from the fraud, gross negligence or wilful default of GCEN and save that this provision shall not limit any liability arising directly from the operation of any GCEN Account opened in your name (any such liability being governed by the GCEN Terms).
19.16 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 any Listing, Pledge or Investment.
19.17 Nothing in clauses 19.13 to 19.16 (inclusive) above shall limit GCEN’s liability for death or personal injury resulting from the negligence of GCEN or its/their respective officers, directors or employees or in any other way prohibited by law.
20.1 You are responsible for any taxes, levies, duties, or other state imposed fees which may arise in respect of any payments which you make to or receive from an SPV, or Homegrown or its Group Members. You hereby indemnify Homegrown and its Group Members against any taxes, charges or claims made against us in respect of your non-payment of such liabilities.