1. About InvestSure
www.InvestSure.co is a website operated by InvestSure Property Platform Ltd (InvestSure). InvestSure is a limited company registered in England and Wales under company number 09657148 and having its registered office at 83 High Street, Hemel Hempstead, Hertfordshire HP1 3AH. InvestSure is a wholly owned subsidiary of InvestSure Holdings Ltd, company number 09648039.
2. Definitions and Interpretation
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Conditions: these Terms and Conditions as amended from time to time in accordance with clause 10.5.
Contract: a contract between InvestSure and the Client for the supply of Services in accordance with these Conditions.
Client: the person or firm who purchases Services from InvestSure.
Client Default: has the meaning set out in clause 5.4.
Fee: means the quoted percentage of the amount of capital raised on behalf of the Client.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Investment: any investment (debt or equity) in the Client or made available directly or indirectly to the Client or for the benefit of the Client (including but not limited to a loan, debt or equity securities, joint venture or syndicate) in respect of a Property of the Client listed on the Platform and in respect of which funding, financing, or re-financing is required.
Investor: any person or firm who provides funding or invests in the Client in respect of a Property of the Client via an Investment.
Platform: the platform on the Website on which properties, land and projects are listed for sale and/or financing.
Property: the property or plots of land owned and being offered for sale, or being developed requiring financing/refinancing by the Client as set out by the Client in their submissions.
Purchaser: a purchaser of the Property.
Referral Fee: a referral fee payable by the Client under clause 6.3.2.
Services: the listing of the Property or development on the Platform for sale, financing or refinancing and the notification to the Client of offers received from prospective Investors, funders or Purchasers on the Platform in accordance with these Conditions.
Website: InvestSure’s website, www.InvestSure.co.
Fee: The Platform’s fees for the Services provided:
- Debt up to 60% of LTC = 1%
- Debt over 60% of LTC up to 70% LTC = 1.25%
- Debt over 70% of LTC up to 80% LTC = 1.5%
- If stretched debt and/or equity raised together over 80% LTC the fee is a flat 2% on funds raised
- Mezz and/or equity only between £500,000 and £2,000,000 = 4% (with a ceiling of £60,000) •
- Mezz and/or equity only over £2,000,000 but less than £10,000,000 = 3%
- Mezz and/or equity only over £10,000,000 = 2.5%, together with any Referral Fees and other fees charged under the Contract.
2.2.1 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
2.2.2 Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2.2.3 A reference to writing or written includes email.
2.2.4 Any reference to persons includes natural persons, firms, partnerships, bodies corporate and corporations, associations, organisations, governments, states, foundations, trusts, and other unincorporated bodies (in each case whether or not incorporated and whether or not having separate legal personality).
3. Basis of contract
3.1 The Contract between InvestSure and the Client for the appointment of InvestSure to provide the Services in respect of the Property or development in accordance with these Conditions shall come into existence on the submission by the Client.
3.2 Any samples, drawings, descriptive matter or advertising published by InvestSure, and any descriptions or illustrations contained on the Website, are published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
3.3 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4. Supply of Services
4.1 InvestSure warrants to the Client that the Services will be provided using reasonable care and skill.
4.2 InvestSure shall use all reasonable endeavours to meet any performance dates, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
4.3 InvestSure shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and InvestSure shall notify the Client via the Website in any such event.
4.4 InvestSure will use its reasonable endeavours to maintain the availability of the Platform. InvestSure will from time to time undertake such promotion of the Platform and its Website as it in its sole discretion considers appropriate.
4.5 The Client acknowledges that access to the Website and Platform is inherently associated with risk including viruses, data security, and piracy, availability and reliability of transmission. InvestSure does not warrant that any of the Services will be provided without interruption or will be error-free. InvestSure reserves the right to suspend all or part of the Services as may be necessary (in its sole opinion) to undertake routine or emergency maintenance from time to time.
4.6 InvestSure will use its reasonable endeavours to validate the information the Client provides to it in relation to the Property or development, however the Client acknowledges and accepts that InvestSure will have no responsibility for the accuracy and completeness of any information the Client provides to InvestSure for the purpose of InvestSure providing the Services. InvestSure reserves the right to review and edit the information the Client provides to it if it considers the information to be inaccurate, inappropriate or illegal in any way.
4.7 InvestSure will forward to the Client details of offers received from prospective Purchasers/Investors using the contact details provided as soon as reasonably practicable after receipt of the same.
4.8 InvestSure shall have sole discretion to accept or reject any Properties or projects the Client wishes to list on the Platform and InvestSure may at any time and in its sole discretion withdraw a Property or project previously listed on the Platform by the Client.
4.9 InvestSure may provide Services to other customers and may accept for listing from those customers, properties and projects which may be similar in nature to those being listed on the Platform by the Client.
5. Client’s obligations
5.1 The Client shall:
5.1.1 ensure that the information, including but not limited to any information in respect of a Property or the development of a Property to be listed on the Platform, is submitted and any other information the Client provides to InvestSure is complete, accurate and not misleading;
5.1.2 co-operate with InvestSure in all matters relating to the Services;
5.1.3 provide InvestSure with such information and materials as InvestSure may reasonably require in order to supply the Services, and ensure that such information is accurate in all respects;
5.1.4 obtain and maintain all necessary licences, permissions and consents which may be required for the operation of the Client’s business and the sale of the Property or Investment before the date on which the Services are to start;
5.1.5 be responsible for obtaining any licence, registration, permit or approval necessary under any law or regulation for the sale, financing or refinancing of the Property;
5.1.6 ensure that the information it provides to InvestSure and the Investment and/or sale or funding of the Property / development complies with any applicable law or regulation;
5.1.7 notify InvestSure by email of the date, time and location of any planned meetings between the Client and a prospective Investor or Purchaser and authorises InvestSure to attend such meetings, and shall notify InvestSure of any changes to such date, time and location;
5.1.8 inform InvestSure immediately if it accepts any offer of the Investment by a prospective Investor or completes any Investment and provide details of the same; or accepts any offer for the Property by a prospective Purchaser, exchanges contracts for the sale of the Property, or completes a sale of the Property and provide details of the Sale Price;
5.1.9 inform InvestSure of any person to whom the opportunity to make an Investment, fund or purchase the Property has been disclosed, whether directly or indirectly, or of any person from or to whom the Client does not intend to accept an Investment or sell the Property and who should be restricted from viewing the Property on the Platform. No charges shall be payable by the Client in respect of any such persons provided that the Client has complied with the provisions of this clause;
5.1.10 ensure that any introductions to the Client made by InvestSure are kept confidential and that communications outside of InvestSure’s knowledge and participation are kept strictly specific to the project or asset related to the introduction. Introductions and discussions related to other opportunities must be directed via InvestSure;
5.1.11 enter into such agreements as may reasonably be required by InvestSure during the due diligence phase undertaken by InvestSure in respect of any Property or project that the Client wishes to list on the Platform; and
5.1.12 ensure that it pays all Fees owing to InvestSure under the Contract in accordance with these Conditions.
5.2 The Client shall not without the prior consent of InvestSure make any changes to the terms of any Investment being sought from Investors in respect of a Property once the Property has been listed on the Platform.
5.3 The Client warrants and represents that:
5.3.1 it carries on business as a professional property owner and is not a consumer, agent or broker;
5.3.2 it is the beneficial owner of and holds legal title to the Property, or holds an unalienable right to acquire the Property, and has the power and authority to enter into Investments or sell, or fund the Property
5.3.3 any information provided to InvestSure is owned by the Client and InvestSure’s use of this information will not infringe the Intellectual Property Rights of a third party; and
5.3.4 where any of the information the Client has provided to InvestSure changes in any way and requires updating, the Client will as soon as practicable notify InvestSure of such change, and the Client warrants that any updated information provided to InvestSure is complete, accurate and not misleading.
5.4 In the event of any failure by the Client to perform any relevant obligation or breach of any of the obligations of the Client in the Contract (Client Default):
5.4.1 InvestSure shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays InvestSure’s performance of any of its obligations;
5.4.2 InvestSure shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from InvestSure’s failure or delay to perform any of its obligations as set out in this clause 5.4; and
5.4.3 the Client shall reimburse InvestSure on written demand for any costs or losses sustained or incurred by InvestSure arising directly or indirectly from the Client Default.
5.5 The Client shall indemnify InvestSure and keep InvestSure indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by InvestSure arising from any breach or alleged breach by the Client of clauses 5.1 to 5.3 (inclusive).
6. Fees and Payments
6.1 Property Development
6.1.1 The Client shall pay to InvestSure the Fee in respect of an Investment by an Investor who has viewed the Property listed on the Platform.
6.1.2 The Client shall pay the Fee in the following instalments:
- (i) the first minimum staged payment (this is any amount over the 1% fee that is included in the terms of an Investor’s Investment) is paid within 30 days upon signing heads of terms with the Investor;
- (ii) the remaining 1% of the Fee immediately on the Completion of the Investment and payment of the proceeds of the Investment by the Investor, in each case in full and in cleared funds to a bank account nominated in writing by InvestSure. For the purposes of payments made under the Contract, time shall be of the essence.
6.1.3 The Client shall, immediately on entering any agreement in relation to the Investment, irrevocably instruct its solicitor to pay the Fee directly to InvestSure.
6.1.4 Failure to complete the Investment with an Investor, when the Investor is ready to proceed, will result in InvestSure invoicing the client with a drop-dead fee of 25% of the Fee which would have otherwise been payable by the Client had the Investment proceeded. No Fee will be payable if there is a failure on the part of the Investor to complete the Investment.
6.2 Sale of Property
6.2.1 The Client shall pay to InvestSure the Fee in respect of the sale of the Property, or funding, where the Property is sold or funded at any time to a Purchaser / funder who has viewed the Property on the Platform.
6.2.2 The Client shall pay the Fee:
- (i) immediately on completion of the sale, or funding, of the Property; and
- (ii) in full and in cleared funds to a bank account nominated in writing by InvestSure, and time for payment shall be of the essence of the Contract.
- (i) all of the following conditions are satisfied:
- a An Investor has previously (i) made an Investment with the Client in respect of a Property listed on the Platform; or (ii) been introduced by InvestSure to the Client and made an investment in respect of a Property listed on the Platform;
- b The Investor subsequently agrees with the Client to make any kind of investment off the Platform of a similar nature to those that can be made on the Platform in respect of any other property or project of the Client (Off-Platform Investment); and
- c The Client’s last listing of a Property on the Platform was 2 years (or less) from the date the Off-Platform Investment by the Investor was made (and for these purposes the 2 year period shall commence from the date the Property’s listing on the Platform was removed); and
- (ii) an Investor makes an Investment directly with the Client off the Platform in relation to any Property or project listed on the Platform.
- 8. Limitation of liability:
6.2.3 The Client shall, immediately on entering any agreement in relation to the sale of the Property, irrevocably instruct its solicitor to pay the Fee directly to InvestSure on receipt of the Sale Price.
6.2.4 The Client acknowledges and accepts that InvestSure may pay the Client’s agent or broker out of the Fee received from the Client in respect of the Property.
6.3 Other Fees
6.3.1 On termination of the Contract under clause 9.2 or clause 9.6, where InvestSure had already prepared a Property or project for listing on the Platform, InvestSure shall be entitled to submit an invoice to the Client in respect of its costs of carrying out administration and due diligence on the Property or project, which shall include, but not be limited to, the costs of investigating the title of the Property, any planning or other searches, and general administration time and, in the case of an Investment, a quantity surveyor report, undertaken in respect of the Property to which the Investment relates, which shall be payable by the Client immediately upon receipt. These costs will not exceed £5,000 (excluding VAT) in total and will be detailed on the invoice.
6.3.2 The Client shall pay InvestSure a Referral Fee in each instance where:
6.3.3 Each Referral Fee payable under clause 6.3.2 shall be equal to the Fee that would have otherwise been payable by the Client had the Investment been made through the Platform and such Referral Fee shall be payable in accordance with these Conditions.
6.4 Fees – General
6.4.1 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by InvestSure to the Client, the Client shall, on receipt of a valid VAT invoice from InvestSure, pay to InvestSure such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
6.4.2 If the Client fails to make any payment due to InvestSure under the Contract by the due date for payment, then the Client shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.
6.4.3 The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). InvestSure may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by InvestSure to the Client.
7. Intellectual property rights
7.1 Except for Intellectual Property Rights in information provided by the Client (which shall belong to the Client), all Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by InvestSure.
7.2 The Client acknowledges that, in respect of any third party Intellectual Property Rights, the Client’s use of any such Intellectual Property Rights is conditional on InvestSure obtaining a written licence from the relevant licensor on such terms as will entitle InvestSure to license such rights to the Client.
7.3 The Client shall indemnify InvestSure and keep InvestSure indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by InvestSure arising from any claims that InvestSure’s use of information provided by the Client infringes the Intellectual Property Rights of a third party.
8.1 Nothing in the Contract shall limit or exclude InvestSure’s liability for:
8.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
8.1.2 fraud or fraudulent misrepresentation; or
8.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
8.2 Subject to clause 8.1, InvestSure shall not be liable to the Client, whether in contract or tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
8.2.1 loss of profits;
8.2.2 loss of sales or business;
8.2.3 loss of agreements or contracts;
8.2.4 loss of anticipated savings;
8.2.5 loss of use or corruption of software, data or information;
8.2.6 loss or damage to goodwill; and
8.2.7 any indirect or consequential loss.
8.3 Subject to clause 8.1 and clause 8.2, InvestSure’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract, shall be limited to the Fee paid or payable in relation to the Property in respect of which InvestSure’s liability arose.
8.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
8.5 The Client accepts that it shall be responsible for negotiating the terms of any agreements, deeds or documents relating to the Investment or sale of the Property with any prospective Investor/Purchaser and that InvestSure shall not be liable for any failure to participate in such negotiations nor for any payments or obligations set out in any such agreements, deeds or documents.
8.6 InvestSure gives no warranty, representation, guarantee or assurance that, in respect of any Property or project listed on the Platform, the Client will receive the Investment it is seeking and the Client acknowledges and accepts that this will be determined by Investor interest in the underlying Investment.
8.7 This clause 8 shall survive termination of the Contract.
9.1 InvestSure may terminate the Contract at any time by providing written notice of termination to the Client.
9.2 The Client may terminate the Contract at any time immediately by making a request to InvestSure by email for the deletion of the listing of the Property from the Platform.
9.3 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
9.3.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 28 days of that party being notified in writing to do so;
9.3.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
9.3.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
9.3.4 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
9.4 Without limiting its other rights or remedies, InvestSure may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 28 days after being notified in writing to make such payment.
9.5 Without limiting its other rights or remedies, InvestSure may suspend provision of the Services under the Contract or any other contract between the Client and InvestSure if the Client becomes subject to any of the events listed in clause 9.3.2 to clause 9.3.4 or InvestSure reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.
9.6 The Contract shall automatically terminate in the event that the Client ceases to be a member of the Website for any reason.
9.7 On termination of the Contract for any reason:
9.7.1 the Client shall immediately pay to InvestSure all of InvestSure’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, InvestSure shall submit an invoice, which shall be payable by the Client immediately on receipt;
9.7.2 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
9.7.3 clauses which expressly or by implication survive termination, including but not limited to clauses 6 and 8, shall continue in full force and effect.
10.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
10.2 Assignment and other dealings:
10.2.1 InvestSure may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
10.2.2 The Client shall not, without the prior written consent of InvestSure, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
10.3.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.3.2.
10.3.2 Each party may disclose the other party’s confidential information: (a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 10.3; and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
10.4 Entire agreement:
10.4.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
10.4.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
10.4.3 For the avoidance of doubt, the Membership Terms and Conditions will continue to apply to the Client as a member of our Website.
10.5 Variation: InvestSure may vary these Conditions at any time and shall notify the Client of any variation made to these Conditions as soon as practicable provided that any such variation will have no effect in relation to any Contract already in force prior to the date of such variation. No variation of a Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
10.6 Waiver: A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
10.6.1 waive that or any other right or remedy; or
10.6.2 prevent or restrict the further exercise of that or any other right or remedy.
10.7 Severance: If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
10.8.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or fax.
10.8.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 10.8.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax, one Business Day after transmission.
10.8.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
10.9 Third parties: No one other than a party to the Contract shall have any right to enforce any of its terms.
10.10 Governing law: The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the laws of England and Wales.
10.11 Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.