INTRODUCER TERMS

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE

1. Basis of Contract
1.1. www.InvestSure.co is a website operated by InvestSure Property Platform Ltd (We). We are a limited company registered in England and Wales under company number 09657148 and have our registered office at 83 High Street, Hemel Hempstead, Hertfordshire HP1 3AH. We are a wholly owned subsidiary of InvestSure Holdings Ltd, company number 09648039.
1.2. On applying to become an introducer on www.InvestSure.co (our website), you accept these terms and you agree to comply with them. Your membership will commence on our acceptance of your application, which shall be communicated to you by email to the email address you provide on your application form.
1.3. You should print a copy of these terms or save them to your computer for future reference.
1.4. As a member of our website, you may be entitled to use certain of the property sale, development funding, and investment platform services we offer on our website (Transactional Services) as we allow from time to time dependent on the membership category specified in your membership application form. Before you use any of these Transactional Services you must read and accept the terms and conditions which relate to the particular Transactional Service you wish us to provide.

2. Right to refuse membership
We reserve the right to refuse any application for membership at our sole discretion.

3. Your membership
3.1. Following our acceptance of your membership application, you will be able to use those parts of our website which are accessible by members only. Your membership entitles you to the right to use certain of the Transactional Services we provide via our website.
3.2. Your membership is for your use only and may not be transferred to or used by any other person or organisation.
3.3. You warrant that:
3.3.1. you are not a consumer;
3.3.2. all information you provide to us, either in your membership application form or pursuant to any Transactional Service, is accurate, correct, has no material omissions, and is not misleading, and you will update all information provided to us;
3.3.3. you have the power to enter into and perform your obligations under these terms and any contract for Transactional Services; and
3.3.4. all information you provide to us to publish on our website will not infringe any copyright, database right, trade mark, or any other intellectual property rights of any other person.
3.4. You are responsible for use of the website by your employees, officers, directors, agents, and representatives. You confirm that any employee who accesses the website is authorised by you to do so and to interact with the website in the manner in which they do.
3.5. You accept that where you use any Transactional Services in respect of a transaction you shall only discuss that transaction with other members of our website via the platform on our website and that you shall not, at any time during your membership of our website, discuss any potential transactions other than those in respect of which we are providing the Transactional Services with other members of our website.

4. Right to cancel membership
Either you or we may cancel your membership immediately on providing written notice (which shall include email) to the other.

5. Use of personal data
5.1. When you apply for membership, and while you remain a member, we will process your personal data in accordance with the Data Protection Act 1998.
5.2. Our Privacy Policy sets out the terms on which we process any personal data we collect from you. We may use information you give to us in your membership application form or as otherwise requested by us to enable us to process your membership application, in your use of any of our Transactional Services, when you correspond with us by phone, email or otherwise, and when you report a problem on our website. This information may include your name, address, e-mail address and phone number. By using our website, you consent to such processing and you warrant that all data provided by you is accurate.
5.3. We will use the information you give to us:
5.3.1. to process your membership application form and verify your suitability as a member of our website;
5.3.2. to carry out our obligations arising from any contracts entered into between you and us and to provide you with the Transactional Services that you request from us; and
5.3.3. to notify you about changes to our services.
5.4. We may share your personal information with any member of our group, which means our subsidiaries, our ultimate holding company and its subsidiaries, as defined in section 1159 of the UK Companies Act 2006.
5.5. We may share your information with selected third parties including:
5.5.1. Business partners, suppliers and sub-contractors for the performance of any contract we enter into with them or you;
5.5.2. Analytics and search engine providers that assist us in the improvement and optimisation of our website; and
5.5.3. Credit reference agencies for the purpose of assessing your credit score as part of your application for membership of our website.

6. Your account and password
6.1. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
6.2. We have the right to disable any user identification code or password, 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 these terms of use.
6.3. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at info@investsure.co.

7. Changes to our website
7.1. We may update our website from time to time, and may change the content at any time. However, please note that any of the content on our website may be out of date at any given time, and we are under no obligation to update it.
7.2. We do not guarantee that our website, or any content on it, will be free from errors or omissions.

8. Accessing the Member Area of our website
The areas of our website that are accessible by members only (Member Area) is made available free of charge. We do not guarantee that the Member Area, or any content on it, will always be available or be uninterrupted. Access to the Member Area is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of the Member Area without notice and may suspend your ability to access the Member Area at any time if you breach any of these terms or any of the terms referred to herein. We will not be liable to you if for any reason our website is unavailable at any time or for any period.

9. Limitation of our liability
9.1. Nothing in these terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
9.2. To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to your membership or our website or any content on it, whether express or implied.
9.3. We will not be liable for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
9.3.1. use of, or inability to use, our website; or
9.3.2. use of or reliance on any content displayed on our website.
9.4. We will not be liable for:
9.4.1. loss of profits, sales, business, or revenue;
9.4.2. business interruption;
9.4.3. loss of anticipated savings;
9.4.4. loss of business opportunity, goodwill or reputation; or
9.4.5. any indirect or consequential loss or damage.
9.5. Details of our liability arising as a result of the provision of the Transactional Services by us to you will be set out in the terms and conditions applicable to these Transactional Services.

10. Confidentiality
10.1. You undertake that you shall not at any time disclose to any person any confidential information concerning our business, affairs, customers, clients, suppliers, or transactional opportunities except as permitted by these terms.
10.2. You may disclose our confidential information:
10.2.1. to your employees, officers, representatives or advisers who need to know such information for the purposes of exercising your rights or carrying out your obligations under or in connection with any contract you enter into with us. You shall ensure that your employees, officers, representatives or advisers to whom you disclose our confidential information comply with the confidentiality obligations in these terms; and
10.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3. You shall not use our confidential information for any purpose other than to exercise your rights and perform your obligations under or in connection with any contract you enter into with us.

11. Restrictions on you
11.1. You undertake that, except with our prior written consent, you shall not (and shall procure that no member of your Group shall) at any time during your membership with us and for a period of 12 months following the cancellation or expiry of your membership:
11.1.1. initiate or participate in any discussions, or have contact of any kind, with any of our (or any member of our Group) officers or employees or members;
11.1.2. entice, solicit or procure any employee to leave the employment of us (or any member of our Group), or make any attempt to do so, whether or not the employee would commit a breach of contract in leaving his or her employment.
11.2. These undertakings are intended for the benefit of, and shall be enforceable by, each member of our Group and apply to actions carried out by you or any member of your Group in any capacity (including as shareholder, partner, director, principal, consultant, officer, agent or otherwise) and whether directly or indirectly, on your own behalf or on behalf of, or jointly with, any other person.
11.3. Each of the covenants aforementioned:
11.3.1. is considered fair and reasonable by you and us;
11.3.2. is a separate undertaking by you; and
11.3.3. shall be enforceable separately and independently of any person’s right to enforce any one or more of the other undertakings contained in that clause.

12. Changes to these terms
We may revise these terms at any time and we will notify you of any changes we make to these terms. Your continued membership and use of the Transactional Services will be dependent on your accepting the amended terms.

13. Applicable law
These terms, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

WHERE YOU ARE AN AGENT OR INTRODUCER USING THE SERVICES ON OUR WEBSITE ON BEHALF OF A CLIENT THE FOLLOWING TERMS WILL APPLY TO YOU IN ADDITION TO THE ABOVE TERMS

14. Warranty and acknowledgement
14.1. You warrant and represent that:
14.1.1. you carry on business as a professional agent or introducer;
14.1.2. you are authorised by the person or organisation specified in your submissions for funding (the Client) to request Transactional Services from us and to provide information to us to be listed on the website in our provision of the Transactional Services to the client;
14.1.3. the information contained in the on-line project / asset form contained on the website and submitted by you on requesting Transactional Services and any other information you provide to us is complete, accurate and not misleading;
14.1.4. where any of the information you have provided to us changes in any way and requires updating, you will as soon as practicable notify us of such change, and you warrant that any updated information provided to us is complete, accurate and not misleading;
14.1.5. you will always inform InvestSure of any funders or investors already approached or if there are sensitivities with any lenders or investors;
14.1.6. you will declare from the outset any prior county court judgements or bankruptcy, insolvency or arrests affecting your Client’s creditworthiness; and
14.1.7. any opportunity submitted for funding has been secured by any of the following: option, exchange or completion. Failing this, InvestSure must be alerted to the lack of security and therefore are given the opportunity to fund the scheme on a closed platform basis. Any projects submitted as such are submitted at their own risk

15. Warranty and acknowledgement
15.1 InvestSure warrant and represent that:
15.1.1 any Client’s information submitted to InvestSure by the member will be kept confidential until full consent is given to proceed to promote and fund the project / asset. At that time, we must receive in writing the Client’s consent for InvestSure to present the opportunity live on the platform to the investor and/or funder audience. Any parties to be excluded from accessing the opportunity must be given in writing before launch otherwise it will be assumed that there are no exclusions and InvestSure may present it without limit or liability; and
15.1.2 under no circumstances will InvestSure approach, coerce or try to entice a member’s Client who is unknown to them to become a member of the platform directly. It is deemed as gross misconduct within InvestSure for any of its team to act so unethically at any time. However, if the Client is already a member of InvestSure, or has been a recipient of prior communications, InvestSure will accept the Client’s choice of representation and will work with the member to help fund the Client’s opportunity and pay commission without prejudice for as long as the Client is represented by them.

16. Commission
16.1. Where you have completed and submitted our on-line project / asset form and / or presented us with all the accurate documentation already checked and verified on behalf of the Client, we shall upon the success of funding your project, within 30 days of our receipt of a fee in respect of those Transactional Services from the Client, pay to you a commission of 50% of the fee we receive from the Client in relation to that transaction after deduction of our costs incurred in carrying out administration and due diligence on the project, property or plots of land owned and being offered for sale, financing / refinancing by the Client as set out in the on-line form (our costs).
16.2. Where a person first introduced to our website by you is no longer represented by you but continues to use our Transactional Services, provided they are not represented by an alternative introducer, we shall continue to pay you within 30 days of our receipt of a fee, in respect of those Transactional Services from the Client, the following commission:
16.2.1. where the Client completes a transaction using the Transactional Services within 24 months from the date the Client becomes a member of our website, 50% of the fee we receive from the Client in relation to that transaction after deduction of our costs; or
16.2.2. where the Client completes a transaction using the Transactional Services in the 12 months following the second anniversary of the Client becoming a member of our website, 25% of the fee we receive from the Client in relation to that transaction after deduction of our costs.
16.3. Where a person first introduced to our website by you as a referral (introduction), providing contact details only and we conduct the Transactional Services entirely within 24 months, we shall upon the success of funding the project, within 30 days of our receipt of a fee in respect of those Transactional Services from the Client, pay to you a commission of 10% of the fee we receive from the Client in relation to that transaction after deduction of our costs incurred in carrying out administration and due diligence on the project, property or plots of land owned and being offered for sale, financing / refinancing by the Client as set out in the on-line form (our costs).
16.4. Any commission payable to you under these terms shall be inclusive of value added tax, if any.

17. Non-solicitation
17.1. You undertake to us that except with our prior written consent, you shall not at any time during your membership of our website and for a period of 12 months following termination of your membership:
17.1.1. canvass, solicit or otherwise seek the custom of, or have any dealings with any member other than a Client introduced by you (Restricted Customer), in relation to the supply of services the same as or similar to the Transactional Services; or
17.1.2. induce or attempt to induce a Restricted Customer to cease conducting or to reduce the amount of business conducted with us, or to vary adversely the terms upon which it conducts business with us, or do any other thing which is reasonably likely to have such an effect.
17.2. Each of the covenants in these terms is considered fair and reasonable by the parties and is a separate undertaking by you.