These terms and conditions (“Conditions”)
apply to each person (an “Investor”) who, either prior to or after
registering, uses the ‘Igloo Crowd’ website at www.igloocrowd.com (the “Platform”)
to view investment opportunities and offers or to buy shares in property
companies seeking investment that are listed on the Platform (each a “Property
Igloo Crowd is a trading name of PropTech Crowd Ltd
(Firm Reference Number 772575), an Appointed Representative of Share In Ltd
(Firm Reference Number 603332), which is authorised and regulated by the
Financial Conduct Authority.
Capitalised terms shall bear the meaning given to
them in the definitions table at the end of these Conditions. Capitalised
terms that are not defined shall, where applicable, bear the meaning ascribed
to them in the Financial Services and Markets Act 2000, its subordinate
legislation or the Glossary to the Financial Conduct Authority’s
Handbook. Forms, documents and webpages available on the Platform shall
use the same naming conventions in these Conditions.
The Investor represents and warrants that, as a
condition of registering to view investment offers through Igloo Crowd:
he is a living person, he is at least 18 years old;
has full capacity and authority to accept these Conditions and to carry
out his obligations hereunder;
he has obtained Igloo Crowd’s prior consent, he will act only for his own
account and will not act as agent for another Investor;
Investor Information provided by the Investor (during the registration
and/or investment process) is correct and accurate;
Investor Information may be used by Igloo Crowd to comply with all
applicable legal requirements (eg anti-money laundering checks and
Investor Information may be passed by Igloo Crowd to each Property Company
in which the Investor applies to make an investment (to enable the
Property Company to carry out its own checks and ensure legal compliance);
Investor shall promptly update, via the Platform, any changes to the
Investor Information to ensure that such Investor Information remains
correct and accurate.
general public may view information about investments available through
the Platform, but in order to apply to invest in Property Companies or
view investment offers, an Investor must register with Igloo Crowd. This
entails providing information to Igloo Crowd to enable it to determine
whether the Investor is eligible to invest and will typically entail
undertaking checks with third party information providers to verify his
Platform permits investment into non-readily realisable shares in
Property Companies, which means that, although Igloo Crowd will
facilitate the transfer of shares between Investors, there is no
recognised market for such sales and Investors should be prepared to hold
their shares until the investment is complete and profits have been
distributed (through a dividend). Igloo Crowd will require Investors to
demonstrate that they understand the risks of investment and either have
sufficient assets, have investment experience or will not invest too high
a proportion of their assets, as a condition to accepting their registration
Crowd does not provide investment advice, legal advice or tax advice. In
particular, it will not assess the suitability of an investment in light
of the Investor’s personal circumstances and the Investor is responsible
for making his own investment decisions. If the Investor is in any doubt
as to his own personal circumstances, he should seek such advice from an
appropriately qualified professional.
Crowd reserves the right (in its absolute discretion):
reject any application by any person to register on the Platform as an
Investor for any reason whatsoever; and
suspend or de-register the Investor’s account at any time and for any
reason, which may result in the Investor not being able to buy new
will be provided with login details in order to access their personal
investment information. It is the responsibility of the Investor to keep
these details secure and not to permit anyone else to use them. If an
Investor wishes to provide access to his account to another person, he
will need to apply to Igloo Crowd and permit it to perform anti-money
laundering checks on them.
you are eligible for membership, you can invest online and receive online
investment reports. Your investment subscriptions and any investment
returns shall be held by ShareIn in a Client Bank Account, pursuant to
clause 6. ShareIn is a party to these Terms and Conditions.
investment that an Investor makes will be governed by the Deal Page on
the Platform pertaining to that investment (such as the Offer Document,
the articles of association of the Property Company and the terms of the
Investment Application the Investor completes). Where there is an
inconsistency between these documents, any contents of the Deal Page that
are specific to the investment shall prevail over these Terms and
Property Company will generally be managed by directors that are provided
by Igloo Crowd or an associate. The Property Company may invest directly
into real estate assets, or it may invest indirectly, such as through
another company in which a property developer has an ownership
interest. Igloo Crowd will generally be allocated shares in the
Property Company in order to receive its Success Fee. The Deal Page
shall provide details that are specific to the investment in question.
Property Company may either issue new shares to Investors, or Investors
may buy shares from existing investors.
Investor’s Investment Application will stipulate the size of investment he
wishes to make. Even if the Investor is a registered Investor, Igloo
Crowd may, at its discretion, not accept any application to invest in a
particular investment. This may, without limitation, be because the offer
is over-subscribed or under-subscribed or because of legal or regulatory
matters. Otherwise than as expressly stipulated, Igloo Crowd allocates
shares to Investors on a first-come, first served basis.
Igloo Crowd will not facilitate investment where it is aware that it is
illegal, it is the Investor’s responsibility to ensure that he has
complied with any relevant legal or regulatory restrictions that would
prohibit him from investing.
Igloo Crowd accepts an Investment Subscription, it will provide the
Investor with account details into which he should transfer the
subscription amount. Payment must be made by electronic transfer from an
account in the Investor’s name with a bank or credit institution that is
acceptable to Igloo Crowd (the Investor’s “Nominated Account”).
The Investor’s money will be held in his Igloo Crowd Account in
accordance with condition 6 below.
the investment proceeds, the Investor will be awarded an allocation,
which may be all or a fraction of the subscription amount he specified.
The allocation shall be paid from the Investor’s Igloo Crowd Account to
the Property Company, which shall issue shares in the Investor’s name.
Rights attaching to the shares will be set out on the Deal Page.
Investor’s voting rights are typically limited to the ability to appoint
alternative directors to manage the Property Company.
subscription that is not allocated will be returned to the Investor’s
Nominated Account. If the Investor requires payment to be made to an
account other than the Nominated Account, he must contact Igloo Crowd by
email to make the request and provide a reason why the payment cannot be
made into the Nominated Account. The different account must be in the
Investor’s name and be held with a bank or credit institution. Igloo
Crowd will not, in any event, be obliged to pay money to an account other
than the Nominated Account.
and sale proceeds will be paid into the Nominated Account. Where payment
is made subject to withholding tax, it is the Investor’s responsibility
to claim back any tax due and account for any taxes that may be payable
to the appropriate authorities.
can monitor the investments and money in their portfolio through the
Platform. Igloo Crowd will post relevant accounts and reports it receives
from the Property Company.
can sell or transfer shares to other persons and Igloo Crowd will
register the new ownership provided that: (i) Igloo Crowd is capable of
identifying the transferee so as to discharge its anti-money laundering
and other regulatory obligations; and (ii) it will charge a fee in
accordance with condition 5.
Crowd fees and sums payable by the Property Company
Crowd shall charge fees to the Property Company that are published on the
Investment Application for each investment. These will typically include
an Initial Fee, which is based on the percentage of funds raised for the
Property Company, and a Success Fee, which is based on a percentage of
the net profits distributable to Investors. The Success Fee will
generally be represented by shares issued to PropTech Crowd by the
Property Company, so that PropTech Crowd would receive a dividend on
distributable profit on substantially similar terms to the dividends
payable to Investors.
Fees shall become payable upon the raising of share capital for the
Property Company and Igloo Crowd may retain them even if the Property
Company subsequently has to return all or any of these proceeds of issue
as a result of a legal claim against the Property Company by any
an Investor wishes to transfer his shares to another person, Igloo Crowd
will charge £50 plus VAT registering the transfer. Any payments due to or
from you shall be made through your Igloo Crowd account, the same way as
for investment subscriptions, except that the transaction shall take
place between you and another investor, rather than with the Issuer.
Property Company may invest in companies owned by property developers,
which results in the property developers and their associates having an
interest in the revenue generated by the property. Details of the
investment structure will be provided in the Offer Document for each Property
The Igloo Crowd account will be held
by and administered by ShareIn as a client account which is maintained
separately from ShareIn’s own money in accordance with the rules of the
Financial Conduct Authority. ShareIn will make payments to and receive payment
from Issuers on your behalf. ShareIn maintains records of the individual
entitlements of each investor and Issuer for these purposes. ShareIn will pay
any fees owing to Igloo Crowd, itself and other service providers (if any) out
of the relevant account. Igloo Crowd shall not be responsible for the discharge
of ShareIn’s obligations in respect of holding client money under these Terms
party (including, for the purposes of this Condition, their respective
principal, officers, members or advisers) shall, notwithstanding any
implied term of these Conditions, be liable to the other for the
following loss whether or not the other party has been advised of the
possibility of such loss: (i) any indirect or consequential loss; (ii)
loss of revenue, business, profits, opportunity, interest or anticipated
savings; (iii) increased costs of working; (iv) loss of goodwill and
reputation; or (v) claims by third parties (including without limitation
by any Property Company). Noting in these Conditions shall operate so as
to exclude or limit Igloo Crowd’s liability in respect of its obligations
under the UK regulatory system, fraudulent misrepresentation, or any
other liability which by law it cannot limit or exclude.
Platform may not always be available on a permanent and continuous basis.
the fullest extent permitted by law, Igloo Crowd and its officers and
owners will not be liable for any delay by Igloo Crowd in performing or
for failure by Igloo Crowd to perform its obligations hereunder if the
delay or failure results from any cause or circumstance whatsoever beyond
its reasonable control, including any breach or non-performance of these
Conditions by an Investor or any breach or non-performance of the
Property Company Terms and Conditions by a Property Company.
Crowd will handle all personal data provided by the Investor in
accordance with its Privacy and Cookies Policy, which is available on the
Platform. By accepting these Conditions the Investor acknowledges that he
agrees to the Privacy and Cookies Policy.
Companies will provide information to Igloo Crowd that may be shared with
the Investor through the Platform. This includes, without limitation, any
business plan, investment memorandum, financial forecasts, accounts and
other information about the Property Company, its officers and/or
shareholders. The Investor agrees to keep such Property Company
information confidential and not to pass it or otherwise make it available
to any third party who is not a professional adviser of the Investor who
is also bound by obligations of confidentiality. This restriction shall
not however restrict the Investor from passing such information to other
Investors, to Igloo Crowd or to any applicable court or legal officers in
connection with any legal proceedings.
These Conditions come into effect when the Investor
accesses the Platform and shall continue indefinitely until such time as Igloo
Crowd suspends or terminates the Investor’s access.
to the Conditions
These Conditions may be amended from time to time
only with the prior agreement in writing or email by a director or other duly
authorised signatory of Igloo Crowd, provided that such amendment will not
affect the Investor adversely in respect of any investment already entered
Conditions create legally binding obligations which, once accepted by the
Investor, form a contract, which can be relied upon and enforced by Igloo
Crowd and the Investor against each other. The Conditions are binding
upon the Investor and his successors and assignees. Share In and the
Property Companies may, to the extent they are reliant on the Investor
complying with these Conditions, enforce their terms directly against the
Investor, but the provisions of the Contracts (Rights of Third Parties)
Act 1999 shall otherwise not apply to these Conditions.
delay or failure by either party in exercising or enforcing any of its
rights or remedies under these Conditions will prejudice or restrict its
rights, nor will any waiver of rights by a party operate as a waiver of
any of these Conditions are found by any court of competent jurisdiction
to be void, illegal or unenforceable, such provision shall be deemed to
be deleted, but the remaining provisions shall continue in full force and
effect insofar as they are not affected by any such deletion.
Conditions are personal to the Investor. The Investor shall not assign,
novate or otherwise dispose of its rights under these Conditions or any
part thereof, or purport to do so, without the prior consent in writing
of Igloo Crowd. Igloo Crowd shall be entitled to assign, novate or
otherwise dispose of its rights under these Conditions or any part
thereof to any third party by giving the Investor prior written notice of
such assignment, novation or other disposal.
matters and conflicts of interest
By accepting these Conditions and doing business
through Igloo Crowd, each Investor will become a retail client of Igloo Crowd
for the purposes of the rules of the Financial Conduct Authority. Igloo
Crowd will also treat Property Companies, whose interests will often conflict
with those of Investors, as its clients. It is Igloo Crowd’s policy to
act as a non-advisory intermediary between Investors and Property Companies and
to encourage both parties to seek their own advice to extent that their interests
conflict on a specific matter (including investment negotiations). Igloo
Crowd may receive a listing fee and a success fee from Property Companies in
respect of successful investments and it is therefore in Igloo Crowd’s
interests for investment transactions to take place, but it is Igloo Crowd’s
policy to only encourage transactions where long-term success appears
achievable, as its reputation is aligned with the experience of
Investors. Investors may request a copy of Igloo Crowd’s conflicts of interest
policy at any time upon request.
participates in the Financial Services Compensation Scheme (the “FSCS”). If we
or ShareIn owe you money in connection with the Igloo Crowd service and are
unable to pay it, then you may be entitled to compensation from the FSCS, up to
a maximum of £85,000. Further details of the application of the Financial
Services Compensation Scheme are available at www.fscs.org.uk.
c. In the event of our
insolvency, ShareIn will continue to hold your money pending investment, but
will not facilitate any new investments. ShareIn will notify you of changes to
reporting requirements in such event.
d. In the event of
ShareIn's insolvency, we shall attempt to find an alternative services provider
to enable the continued provision of the services to investors
the event that an Investor has a complaint about the Igloo Crowd Service,
they should address it in writing to email@example.com. We will refer complaints
relating to ShareIn directly to it on your behalf. Investors may
request a copy of Igloo Crowd’s Complaints Handling Procedures at any
time. If Igloo Crowd is unable to resolve the complaint to the
Investor’s satisfaction, he may have rights to refer the complaint to the
Financial Ombudsman Service. Further information about the
Financial Ombudsman Service is available at fos.org.uk.
means all information provided by the Investor to Igloo Crowd and
their officers and members (including without limitation any personal data,
investment criteria, confirmation of investment eligibility status (including
self-certification and responses to questions about the Investor’s investment
understanding) and other information about the Investor) as part of the
Investor’s registration or any investment.
Means the party that holds client monies in segregated client bank
accounts in connection with investments
bears the meaning given to it in condition 5.
Igloo Crowd Account:
bears the meaning given to it in condition 6.
Law and Jurisdiction.These Conditions shall be governed by the
laws of England and shall be subject to the non-exclusive jurisdiction of
the English Courts, to which jurisdiction the parties irrevocably submit.