Investor Terms and Conditions

INVESTOR TERMS AND CONDITIONS

Please read these terms and conditions carefully before using the investment related services, offerings or otherwise accessing the Platform. By using the services available through our Platform, you agree to be bound by these terms and conditions. If you do not agree to these terms and conditions, you must not use the services available via the app or the website for any purpose whatsoever.

These terms and conditions cover services provided by a number of parties, and by agreeing to these terms and conditions you will be entering into agreements with each of them. The terms and conditions will be legally binding when you accept these terms. You should read them carefully.

1. INTRODUCTION

1.1 Cahootz Group Limited (“Cahootz”, “we", "our" or "us") is a private limited company incorporated in England & Wales (company number 14413674). Our registered office is at 7 Bell Yard, London, England, WC2A 2JR.

1.2 Cahootz (FCA firm reference number 997439) is an appointed representative of Share In Limited (“ShareIn”), which is authorised and regulated by the Financial Conduct Authority (the “FCA”) (FCA registration number 603332). The FCA’s registered office is at 12 Endeavour Square, London, E20 1JN, United Kingdom. As an appointed representative of an authorised FCA firm, our relationship with you is subject to the FCA Rules.

1.3 These terms and conditions (otherwise referred to as the “Agreement”) set out how we will operate the Platform, how you can access the Platform and the related functions of the Platform that will be available to you, and on what basis:

you will use and access the Platform; and
we will arrange for you to invest in Shares issued by trading businesses structured as private limited companies incorporated in England and Wales (each being a Real Estate Company) via our Platform.

1.4 As part of our arrangement with you, we will not provide investment advice to you. Before you make any Investment, we strongly recommend that you seek independent advice to assess whether such investment is suitable. We are required to assess whether the relevant services and/or Shares you have requested us to make available to you are appropriate for you.

1.5 Any reference to "you" or "your" in this Agreement are references to the user of the Platform for the purpose of entering into transactions in Shares.

1.6 Capitalised terms in this Agreement will have the meanings given to them in clause 38, unless they are defined elsewhere in this Agreement or the context dictates otherwise.

1.7 Please read this Agreement carefully before using our Platform and investing in Shares. Once you accept these terms, this Agreement will be legally binding, and you agree to be bound by the Agreement.

2. COMMENCEMENT AND TERM

2.1 This Agreement shall be in effect for an indefinite period of time. It shall enter into force from the date that Cahootz notifies you that your application to open an account has been approved, and shall continue until terminated in accordance with clause 16 below.

3. CREATING AN ACCOUNT WITH US

3.1 In order to use our services, you will be required to open an account with us. As part of this we will ask you to:

register your details on our Platform;
provide personal identification information and documents to confirm your identity;
accept this Agreement and our privacy policy (both of which constitute the entire agreement between you and us in relation to the services we provide to you via the Platform).

3.2 You agree that you shall inform Cahootz as soon as possible if any information you have provided to Cahootz as part of the application process has become out of date or incorrect. We may reject your application to open an account with us for any reason.

3.3 Once you have successfully passed our onboarding process to open an account with us, we will open an account in your name on the Platform. Please note that we reserve the right to decline your request to open an account with us and do not need to provide you with our reasons for this. Should we decline your application, you acknowledge that you will not have any rights to compensation from us.

3.4 In order to open an account with us, you confirm that you:

have sufficient legal capacity to enter into the Agreement;
are at least eighteen (18) years of age; and
will provide to us any current valid personal identification documents that we request which contain your photograph, signature, name, and personal identification number (such as an identity card or passport).

4. OUR SERVICES PROVIDED TO YOU

4.1 Under this Agreement we agree to allow you to invest in Shares by placing Orders with us on the Platform.

4.2 Once your account has been successfully created, you will become a Member. We will assume that any Orders placed via your account are placed by you and we will not confirm the validity of any such Orders. Any Orders and/or other instructions must be sent by you personally and no other person should provide such Order and/or instruction.

4.3 Unless and until you tell us that you believe that someone else knows the account details or can use the Platform by impersonating you:

you will be responsible for any instruction which we receive and act on, even if it was not given by you; and
we will not be responsible for any unauthorised access to your account or the information available in it.

4.4 You accept that we are under no obligation to make any particular Share available to you on our Platform and any unavailability of a particular Share does not and will not constitute a breach of this Agreement by us. We reserve the right to withdraw any or all Shares from the Platform at any time without notice to you and with no such liability.

5. ACCESSING OUR PLATFORM

5.1 You will be provided with security details from us which will be needed in order for you to access your account on the Platform. You agree that you will keep all such security details (including usernames and passwords) private and not share such details with any third party.

5.2 You must monitor your account and read all messages that have been sent to you. If you suspect or have an indication that any feature of your account (for example: login details, password, or other security feature) has been lost, stolen, misappropriated, used without authorisation or otherwise compromised, you will contact us immediately notifying us of such action and you agree to change your password immediately if necessary.

5.3 We may suspend your account and access to the Platform if we have reasonable grounds to suspect or believe, but not limited to, any of the following occurring:

the security of your account or features has been compromised;
there has been a fraudulent or unauthorised use of your account;
we reasonably suspect that you have acted or will act fraudulently or in breach of this Agreement or Applicable Law;
your account has been used in any way that may not comply with any Applicable Law; or
any information or documentation that you provide to us under this Agreement including in relation to your identity, financial standing and/or source of funds is inaccurate, misleading, or incomplete.

5.4 Cahootz will never ask you to share your password with us or to any third party and you must never disclose this to anybody or allow someone to watch you when you are accessing your account. It is advised that in order to keep your account safe, you change your password regularly as this will minimise the risk of your account being compromised.

5.5 You must also ensure that your registered email account(s) are secure and can only be accessed by you, as your email address may be used in the process of resetting passwords, and we may send communications to your email account regarding the security of your account with us. In case any of the email addresses registered with your account are compromised, you should immediately contact us and your email service provider once you have been made aware of this.

5.6 We will typically notify you before any suspension or restriction of your account (where we are permitted to do so under Applicable Law), but you acknowledge that we are not obliged to notify you in each or any case. Where we do not notify you in advance of a suspension or restriction, we will notify you after the suspension or restriction has been imposed, if permitted to do so. We will remove the suspension and/or the restriction as soon as practicable once we are confident that the reasons for the suspension and/or restriction no longer exist, and your account is not compromised in any form or manner.

6. SHARE ISSUANCE AND AVAILABILITY ON THE PLATFORM

6.1 The Platform will allow you to acquire shares in English private limited companies (the “Shares”) that carry on the business of buying, holding, managing, and selling property (the “Real Estate Company”).

6.2 We will set out the investment period for the Shares in each Real Estate Company on the Platform (the “Investment Period”). We may shorten the term of any Investment Period at our sole and absolute discretion. We may also withdraw the Share offer from the Platform at any time before they have been issued by the Real Estate Company at our sole and absolute discretion (a “Withdrawal”).

7. MAKING AN INVESTMENT

7.1 To place an order to subscribe for a particular Investment, you will need to be a Member and submit an application to invest through the Platform, specifying the size of the investment you wish to make (a "Pledge") and place an equivalent amount of funds in your Account, as set out in clause 10. These funds are held in your Account, reserved for that Pledge, until either the Shares are issued (your resulting allocation being your “Investment”) or the Pledge is cancelled in compliance with clause 14 below.

7.2 Without detracting from our rights under clause 3.2 to reject Membership more generally, we, ShareIn or the Real Estate Company may refuse a particular Pledge at our discretion. Reasons for refusal may include (but are not limited to) your failure to satisfy any eligibility criteria for the Investment, you do not have the requisite knowledge and experience to make the Investment, we suspect that you may be using your Account in connection with any unlawful activity or because the Investment is over or under-subscribed.

7.3 Any indication of available investment amounts on the Platform is merely indicative of Pledges received at that time and does not guarantee that the Investment will be available.

7.4 If an offer for an Investment has been fully subscribed prior to you making a Pledge, you may be able to register for a waitlist instead. If an allocation subsequently becomes available (for example, because another Member cancels their order or has their order cancelled) then we may, in our discretion, make that allocation available to Members on the waitlist. If that happens, we will notify you via email of the available allocation and provide you with a timeline within which you may request to take up the allocation.

7.5 Cahootz reserves the right to shorten or extend the period for which any Investment is available on Cahootz platform in its absolute discretion.

7.6 All Investments will be governed by any articles of association or other constitutional documents of the Real Estate Company and the terms of the investment documentation you are required to complete and/or acknowledge as part of your application to make an Investment.

8. COMPLETION OF YOUR INVESTMENTS

8.1 If your Pledge is accepted, we will request that you fund your Account in order to make the Investment if you have not already done so. You must ensure that your Account is fully funded for the amount of your Pledge within 24 hours of the request being sent to you (the "Payment Period").

8.2 If you have not funded your Account by the expiry of the Payment Period, Cahootz or ShareIn may cancel the Pledge and release the allocation. If a late payment is received after the Pledge has been cancelled, or after the applicable allocation can no longer be completed, the money will remain client money and will be returned to your Nominated Account or otherwise dealt with in accordance with your instructions and ShareIn's client-money procedures. A late payment does not revive a cancelled Pledge unless Cahootz expressly confirms that the allocation remains available.

8.3 Your investment monies will be debited from your Account:

if you have selected to use existing funds in your Account to fund your Pledge, then immediately upon making the Pledge; or
if you are funding your Pledge from your Nominated Account, then immediately upon receipt of such funds into your Account.

8.4 Amounts debited from your Account will continue to be held by ShareIn on your behalf as client money until the payment is made for the issued shares in the Real Estate Company, but will not show as an available balance in your Account.

8.5 If the completion conditions for the offer are satisfied, the relevant Shares will be issued by the Real Estate Company and registered directly in your name in accordance with the Investment documents. Your rights as a shareholder are governed principally by the Real Estate Company's articles of association, applicable company law and any other Investment documents referred to in the marketing materials.

8.6 We will send you a confirmation of the transaction within one (1) business day after being notified by the Real Estate Company that the Investments have been issued. Should the Real Estate Company elect not to proceed with the fundraise, any funds Pledged and debited from your Account in respect of such cancelled raise shall be returned to your Account.

8.7 Any funds not allocated to Investments shall remain in your Account awaiting your further instructions.

9. REAL ESTATE COMPANY RISK WARNINGS

You must understand the risks related to investing in the Share(s) before making a decision to invest. You can find the risk warnings on our Platform. The distribution you receive from a Share depends on many factors. The value of your investments in Shares may go down as well as up. Any past performance of any Share is not an indicator of future performance. The tax treatment of your investments in Shares will depend on your individual position and may be subject to change. We do not provide advice of any kind in respect of this and we strongly recommend that you seek independent advice before investing.

10. FUNDING

10.1 Cahootz does not hold client money on your behalf. Instead, any cash you provide to fund an Order will be held in your Account as client money by ShareIn. This means that your cash will be held in an omnibus client account maintained separately from ShareIn's own money in accordance with FCA Rules. Your money will be held in the same account as money belonging to other clients of ShareIn. In the event of ShareIn's default and there is a shortfall in the client money account, you would share in that shortfall on a pro rata basis with other clients of ShareIn.

10.2 ShareIn will hold and process client money and make or receive payments in connection with Investments in accordance with the FCA client-money rules and ShareIn's procedures. ShareIn maintains records of individual client-money entitlements. Cahootz does not hold client money and does not assume ShareIn's CASS obligations; this does not limit ShareIn's responsibilities as Cahootz's principal for regulated activities for which ShareIn has accepted responsibility, or any responsibility that cannot lawfully be excluded.

10.3 You may only pay funds in pound sterling from an account in your name held with a bank in the United Kingdom (your "Nominated Account"). If you wish to change your Nominated Account, you may request to do so via the Platform.

10.4 You may request that any cash which has not been allocated to Shares, including Investment returns, is paid back into your Nominated Account. Alternatively, you can keep your cash balance in your Account in order to invest in future opportunities.

10.5 No interest is payable to you on money held in your Account. You agree that ShareIn is entitled to any interest which is earned on the cash it holds for you.

10.6 If balances have sat on your Account for a long period of time, we or ShareIn may contact you to seek your instructions and pay money back to your Nominated Account if we are unable to obtain investment instructions from you.

10.7 Cahootz does not hold client money. If the client-money or regulated platform arrangements change in future, any replacement provider will be appropriately authorised or otherwise legally permitted to perform the relevant functions, and the change will be implemented in accordance with applicable FCA Rules, the terms governing your client money and any consent or notice requirements. This Agreement does not authorise Cahootz to hold client money unless Cahootz has the legal permission to do so and you have first received the disclosures required by law and regulation.

11. HOW WILL YOU RECEIVE INCOME FROM YOUR INVESTMENTS?

11.1 Amounts payable to you in respect of an Investment may include dividends or other lawful shareholder distributions made by the Real Estate Company and, where applicable, proceeds arising from a transfer of your Shares, the sale of the underlying property or the winding up of the Real Estate Company. The Investments do not carry a contractual entitlement to interest, repayment of principal or redemption on a specified date. Amounts received for you through ShareIn will be held as client money in accordance with clause 10 until withdrawn, reinvested or otherwise applied on your instruction.

11.2 Rental income received by a Real Estate Company is not the same as the return payable to you. Before any dividend or distribution can be made, the Real Estate Company may incur property-management charges, repairs and maintenance, insurance, service charges or ground rent where applicable, reserve or sinking-fund contributions, refurbishment expenditure, Cahootz fees, corporation tax and other properly incurred costs. Dividends are not guaranteed and may be paid only where lawful and declared in accordance with the Real Estate Company's articles and applicable company law.

11.3 Any payments to you may be made after deduction of any relevant withholding tax. However, you acknowledge that tax treatment depends on the individual circumstances of each Member and may be subject to change in future and, regardless of whether we withhold tax, it is your responsibility to account for any taxes due on income paid to your Nominated Account and / or on any amounts reinvested.

11.4 ShareIn will make payments to and receive them from Real Estate Companies on your behalf. ShareIn maintains records of the individual entitlements of each investor and Real Estate Company for these purposes. The obligation of the Real Estate Company to pay dividends or any other sums due to you is the sole responsibility of the Real Estate Company, as set out in its constitutional documents and any marketing materials provided to you in accordance with the investment. Neither we nor ShareIn are responsible for enforcing any rights you may have against the Real Estate Company and, unless otherwise expressly stated in the marketing materials, we shall not be responsible for overseeing the discharge of the duties of the directors of the Real Estate Company.

12. STATEMENTS, VALUATIONS, AND CONFIRMATIONS

12.1 We will, on behalf of each Real Estate Company, provide investor reporting to the Real Estate Company’s shareholders.

12.2 The Platform will set out information about your cash balances, Shares(s), and other features that are available to you. There may be a discrepancy between your cash balances, Share(s), and/or features, as displayed on the Platform and the actual position and/or a delay in such information being updated. Reports and other information will be provided to you by us in an electronic format, in accordance with clause 30.

12.3 We do not warrant, represent, or provide to you any other assurance as to the accuracy of the information relating to your investments with us or in relation to your account other than as required under the FCA Rules in respect of the acquisition of Shares and the holding of client money. We will, unless otherwise stated, note the value of your Shares in any reporting as the acquisition value. We may also pass on any Share valuation provided by the Real Estate Company, but will not be responsible for the accuracy of the valuations provided to us.

12.4 Where applicable, you will also be provided with confirmations of transactions we have arranged for you to enter (including confirmations of your Investment(s)). Such confirmations will be provided by us and may be provided through the Platform, in an electronic format and in accordance with clause 30.

13. TRANSFER OF SHARES

13.1 You may be able to transfer your interest in your Shares pursuant to the terms of the individual investment with a Real Estate Company. You should check the information provided by the Real Estate Company in relation to particular Shares.

13.2 We may, at our discretion, offer a bulletin board service to enable investors to buy and sell Shares amongst themselves. The terms of such service, including any fees we may charge for providing it, will be set out in separate terms and conditions.

13.3 In the event of your death, we will hold your investments until we receive the sealed office copy of the grant of representation and instructions from your duly authorised personal representative(s).

14. RIGHT TO CANCEL

14.1 You may cancel your Agreement with us at any time provided that you have not been issued with Shares.

14.2 In order to cancel this Agreement, you will be required to notify us of your decision to cancel by using the contact details set out at clause 29 or through the Platform.

14.3 If you do not cancel this Agreement in accordance with the provisions set out in this clause 14, this Agreement will continue until terminated in accordance with clause 16.

14.4 Your right to cancel your Agreement with us does not affect your obligation to acquire an Investment in respect of an Order where either:

the funding target has been met and the Real Estate Company has incurred costs in connection with a related property transaction; or
14 days have elapsed since you made the Order.

15. BREACH OF THESE TERMS

15.1 When we consider that a breach of this Agreement has occurred, we may take such action as we deem appropriate. Failure to comply with this Agreement may result in our taking all or any of the following actions:

immediate, temporary, or permanent withdrawal of your right to use the services;
termination of this Agreement;
issue of a warning to you;
legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
further legal action against you; and
disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

15.2 To the extent permitted by law and the UK regulatory system, we exclude our liability for all action we may take in response to breaches of this Agreement. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.

16. TERMINATION OF THIS AGREEMENT

16.1 This Agreement does not have a minimum duration.

16.2 You are able to terminate this Agreement without penalty at any time by providing us with written notice setting out that you wish to terminate the Agreement.

16.3 We may terminate this Agreement without penalty at any time by giving you at least thirty (30) days’ advance written notice.

16.4 We may also terminate this Agreement with shorter notice or with immediate effect where we have a valid reason for doing so, including:

the Real Estate Company Services Agreement is terminated;
you become bankrupt, insolvent or are unable to pay your debts as they fall due, or we reasonably believe you may not be able to meet your obligations to us under this Agreement;
you have committed a serious or persistent breach of your obligations under this Agreement;
you have failed to provide, within a reasonable time, any information or documents we have requested from you in order for us to verify your identity, source of funds and purpose of the transaction(s), or if you supply us with false, misleading, or unsatisfactory information;
we reasonably suspect that you have acted or will act fraudulently or in breach of Applicable Law in relation to the matters covered by this Agreement; or
where continuing to provide you with services under this Agreement would cause or would, in our reasonable opinion, be likely to cause us to be in breach of Applicable Law or expose us to action or censure from any regulator, government or law enforcement agency, in the UK or elsewhere.

17. EFFECT OF CANCELLATION OR TERMINATION OF THIS AGREEMENT

17.1 The following will not be affected by cancellation or termination:

Orders which cannot be cancelled pursuant to clause 14.4;
fees that you have incurred for which you will remain liable; or
any provisions of this Agreement intended to remain in force after services to you have ceased.

17.2 You acknowledge as a result of cancellation or termination of this Agreement, it may not be possible to dispose of your Shares, and even in the event that it is possible, or where you have transferred your Shares to a third party for consideration, you may receive more or less than what you put in, for example as a result of price movements over the period and the deduction of fees incurred for the period.

17.3 If you commit a material breach of this Agreement, we shall be entitled to acquire your Shares or transfer them to another person at the current valuation provided by the Real Estate Company (which may be the acquisition price, if the Real Estate Company has not provided a more recent valuation). We may charge you a fee of up to 3% + VAT of the transaction price in connection with such acquisition or transfer.

17.4 Where you still hold Shares, we will continue to charge fees to the Real Estate Company and will continue to provide services to it in respect of your Shares.

18. FEES AND CHARGES

18.1 We do not currently charge any fees to investors, although we may do so in the future provided that such fees shall not be applied retrospectively in respect of Shares you already hold unless we offer a new service that you have agreed to avail of and pay for in respect of such Shares.

18.2 We will charge fees to Real Estate Companies in accordance with a Real Estate Company Services Agreement. At present, we and our associates charge the following fees to the Real Estate Companies:

a fee of 3% of the property purchase price; and
3% of the gross rental income from any property assets of the Real Estate Company.

18.3 All fees are quoted exclusive of VAT, which will be added, if applicable.

18.4 Our fees are disclosed on the Platform and in the statements and confirmations provided to you, pursuant to clause 12.

18.5 We may update our fees to investors and Real Estate Companies from time to time (for example in respect of new services that we offer and investors wish to avail of). Such updates will not retrospectively increase the fees we charge to Real Estate Companies in respect of existing Investments unless more than 50% of shareholders consent to them.

18.6 The Real Estate Companies will also be liable, in addition to our fees and charges, for the following:

payment of LRG’s property management and property disposal fees;
all costs payable and incurred properly under the Real Estate Company Services Agreement, including any transfer fees, registration fees, exchange fees, settlement fees, and stamp duty, tax, or other fiscal liabilities;
all interest in respect of overdue amounts payable and properly incurred under the Real Estate Company Services Agreement;
all additional administrative expenses or legal or other professional costs that we may incur if we carry on activities outside the ordinary scope of the Real Estate Company Services Agreement; and
any costs related to the cancellation or termination of the Real Estate Company Services Agreement as applicable.

19. AVAILABILITY OF THE PLATFORM

19.1 You acknowledge that there may be times where the Platform is not available, for example where there are technical difficulties, and in these circumstances, we may not be able to receive your Orders and/or instructions or allow you to access the Platform to carry out transactions. If this happens, we will try to provide you with notice in advance or as soon as we can. You can also contact us by email at hello@cahootz.com should you note such difficulty.

19.2 The aspects of the Platform that relate to the provision of information about your Shares are provided pursuant to the Real Estate Company Services Agreement, rather than this Agreement. Such ongoing reporting is therefore subject to us being retained to provide investor reporting by the Real Estate Company (so that if the shareholders voted to terminate our appointment, we may cease to provide the ongoing reporting services).

20. REGULATORY PROVISIONS

20.1 Cahootz and ShareIn will treat you as a retail client (as defined in the FCA Rules) for the purposes of the FCA Rules and we will provide the services to you on that basis unless we have notified you otherwise. Under this classification you will be afforded the highest level of investor protection under the FCA Rules. You are able to request for us to treat you as a different client classification type, but you must demonstrate to us that you meet the criteria for such client categorisation. If we agree to treat you as a different client classification type, we will provide you with further information on the protections that you will lose as a result of such reclassification before we make this change.

20.2 Any investments transaction that takes place through the Platform will be executed outside a trading venue (as such term is defined in the FCA Rules). For regulatory purposes, we must obtain your consent to your Orders being executed outside a trading venue. In this respect, by entering into this Agreement you consent to your Orders being executed outside a trading venue.

20.3 Cahootz and ShareIn must identify and appropriately manage conflicts relevant to the services provided to you.

20.4 A material structural conflict is that Cahootz will enter into a Real Estate Company Services Agreement with each Real Estate Company, under which Cahootz will, or will procure another person to: provide fund raising services; second or otherwise procure persons to act as officers of the Real Estate Company; provide investor reporting services, including reporting Share valuations prepared by the Real Estate Company to its shareholders; and procure the provision of property management services and disposal agent to the Real Estate Company (which it is anticipated will be provided by LRG). Hadrian Holding Limited, an entity affiliated with LRG, holds a 25% shareholding in Cahootz and has governance rights in relation to Cahootz. These relationships create a potential conflict when Cahootz selects, monitors or presents information concerning the Real Estate Companies, LRG or their fees. The relevant Investment Offer Document and Cahootz Conflicts of Interest Summary will describe material conflicts and the controls applied to them.

20.5 You should consider this structural relationship when deciding whether to invest.

21. COMPLAINTS PROCEDURE AND COMPENSATION

21.1 We and ShareIn have established procedures in accordance with FCA Rules for the effective consideration of complaints:

for complaints regarding Cahootz's service, contact Cahootz at hello@cahootz.com. Cahootz will handle or refer the complaint in accordance with the complaints arrangements agreed with ShareIn and applicable FCA Rules. Current complaint procedures and contact details will be available on the Platform.
for complaints relating to the handling of client money you should contact ShareIn at team@sharein.com. For further details on ShareIn's complaints process, please see the ShareIn Complaints Policy (https://sharein.com/complaints).

21.2 If you are not happy with the resolution of your complaint, you may be entitled to refer it to the UK Financial Ombudsman Service. The Financial Ombudsman Service is potentially available in respect of complaints relating to regulated activities carried on by ShareIn or by Cahootz when it acts as ShareIn's Appointed Representative. This includes the holding of client money and the raising of investment for Real Estate Companies, but it does not include arrangements carried on by Cahootz under the Real Estate Company Services Agreements or ongoing reporting by Cahootz to investors on behalf of the Real Estate Companies. Further information can be found at www.financial-ombudsman.org.uk or by calling 0800 023 4567.

21.3 FSCS protection depends on the nature of the claim, the activity involved and your eligibility. The FSCS does not compensate you merely because the Real Estate Company’s assets fall in value, rental income is lower than expected, the Real Estate Company fails or the Investment otherwise performs poorly. At the date of this Agreement, the FSCS states that an eligible investment claim against a failed authorised firm may be protected up to £85,000 per eligible person, per firm. Different limits can apply to other categories of claim. You should refer to www.fscs.org.uk for current information. Nothing in this clause guarantees that a particular claim relating to Cahootz, ShareIn, client money or an Investment will be eligible for FSCS protection.

22. CONFIDENTIALITY

22.1 Confidential Information must be treated as confidential by both parties under this Agreement and neither party must disclose such Confidential Information except if:

they are required to do so under Applicable Law;
they are requested to do so (whether by compulsion of Applicable Law or not) by competent regulatory or fiscal authorities or a court or tribunal of competent jurisdiction; or
they have disclosed such Confidential Information in confidence to their professional advisers, auditors, or insurers where reasonably necessary for the performance of their professional services under this Agreement or otherwise.

22.2 Notwithstanding clause 22.1 above, you acknowledge that Cahootz may disclose in confidence any Confidential Information to any person (including our affiliates, delegates and counterparties) to assist us with or enable the proper performance of our services to you and to enforce our rights and obligations under this Agreement.

22.3 In addition to clauses 22.1 and 22.2 above, Cahootz may also disclose any Confidential Information to any person in the following circumstances:

to investigate or prevent fraud or any other illegal activity;
for any purposes which are ancillary to the provision of services under this Agreement, or for the administration of your investments, including for the purposes of credit enquiries or assessments;
if it is in the public interest to disclose such information; and/or
at your request to us or with your consent.

23. INTELLECTUAL PROPERTY

23.1 You will not acquire any right, title, or interest in or to the Intellectual Property Rights of Cahootz, its affiliates or its or their licensors subsisting in:

the Platform;
Cahootz’ documentation, processes and/or procedures;
Cahootz’ know-how (including all ideas, concepts, schemes, information, knowledge, techniques, methodology and anything else in the nature of know how relating to the services);
software, including software which is or will be used by Cahootz or its affiliates or subcontractors for the purposes of providing the services to you, which is owned by Cahootz or its affiliates or is licensed to Cahootz or its affiliates by a third-party; and
any data, text, drawings, diagrams, images, or sounds (together with any database made up of any of these) which are embodied in or recorded on any electronic, magnetic, optical or tangible media and which are supplied to you by or on behalf of Cahootz or its affiliates, or which Cahootz, its affiliates or subcontractors generates, processes, stores and transmits pursuant to this Agreement.

23.2 Should you acquire (whether by operation of Applicable Law or otherwise) any right, title or interest in or to Intellectual Property Rights that is inconsistent with the provisions of this clause 23, you agree that you will assign in writing all such Intellectual Property Rights which you have acquired to us at the request of Cahootz (whenever made).

23.3 Any media material (including without limitation text, images, audio material, video material and audio-visual material) that you submit or upload to the Platform, for whatever purpose, must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or Cahootz or a third party (in each case under any applicable law). You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

23.4 You grant to Cahootz a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate, and distribute any media material you upload to the Platform. You also grant to Cahootz the right to sub-license these rights, and the right to bring an action for infringement of these rights. Cahootz reserves the right to edit or remove any material submitted to this website or stored on Cahootz servers (or servers hosted on behalf of Cahootz) or hosted or published upon this website.

23.5 Notwithstanding Cahootz’s rights under these terms and conditions in relation to user content, Cahootz does not undertake to monitor the submission of such content to, or the publication of such content on, this website.

24. LIMITATION OF LIABILITY AND INDEMNITY

24.1 Neither Cahootz, nor any of its directors, employees, or agents, shall be liable for any loss or damage sustained by you as a direct or indirect result of the provision by Cahootz of its services, save that nothing in the terms set out in this Agreement exclude or restrict any liability of Cahootz resulting from:

death or personal injury;
breach of any obligation owed to you under the regulatory system; or
the negligence, fraud, or wilful default of Cahootz.

24.2 Cahootz is responsible for ensuring that investment in Real Estate Companies is appropriate for you in light of your investment experience and knowledge at the time of investment. It is not responsible to you for the operation of the Real Estate Companies post-investment. Your relationship with the Real Estate Company and its officers and agents will be governed by its Articles of Association and any representations made by it to you. Cahootz does not provide investment or tax advice to investors, who should seek their own professional advice if necessary.

24.3 Cahootz may rely on information and evidence supplied by the seller, estate agent, valuer, surveyor, Real Estate Company or its agents and other professional or third-party sources when carrying out its due diligence. Unless expressly stated, such information may not have been independently audited. Cahootz will take the steps required by its approved due-diligence process and ShareIn's financial-promotion approval process, but neither Cahootz nor ShareIn guarantees that estimates, valuations, rental assumptions or forward-looking information will prove accurate.

24.4 Cahootz shall not in any event be liable for loss of profits, loss of opportunity, loss of business, loss of savings, loss of goodwill, claims by third parties, loss of anticipated savings (whether direct or indirect) or for any type of special, direct, indirect or consequential loss howsoever caused, even if caused by Cahootz’ negligence and/or breach of contract and even if such loss was reasonably foreseeable or Cahootz had been advised of the possibility of you incurring the same.

24.5 You indemnify and hold us, our subsidiaries, members, directors, partners, officers, employees, contractors and agents harmless from and against any loss, liability, claim, demand, damages, costs, expenses (including legal fees) which may arise from or in connection with the services, any content on the services shared by you or other users, any third party websites or resources found through the services, any users of the services, or any breach of this Agreement, Applicable Law or any law or regulation in any jurisdiction.

25. WAIVER AND VARIATION

25.1 Only by us expressly setting out in writing will we waive a right or remedy provided to you in this Agreement or to you by Applicable Law.

25.2 Even if we delay or fail to exercise any power, right or remedy available to us under this Agreement, such delay or failure will not operate as a waiver of that power, right or remedy, nor will it impair or prejudice it.

25.3 Any single or partial exercise or waiver of any power, right or remedy will not preclude our further exercise or the exercise of any other power, right or remedy.

25.4 We may amend this Agreement by giving you at least fourteen (14) days’ prior written notice however should we be required to amend this Agreement to comply with our legal or regulatory duty, then such amendment will take place with immediate effect.

26. SEVERABILITY

26.1 If any provision or part-provision of this agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

26.2 We may agree in writing with you to amend this Agreement in order to ensure the terms are valid, lawful, and enforceable at all times.

27. NO PARTNERSHIP OR AGENCY

This Agreement is not intended to or will not be used to establish any partnership or joint venture between the parties, and nor will any party be authorised to make any commitments for or on behalf of any other party.

28. TAX

You must take your own tax advice in relation to the content of this Agreement and/or investments. By virtue of us entering into this agreement with you, we do not make any warranty or representation in relation to the tax position that applies to you following your investments. The tax treatment of your investments will depend on your individual position and may be subject to change.

29. NOTICES AND COMMUNICATION

29.1 All notices and communications pursuant or in connection with this Agreement:

Must be in English, in writing and legible (you confirm by accepting this agreement that you possess proper knowledge and understanding of the English language);
Must be delivered and/or sent to us to the following:

Address: 7 Bell Yard, London, England, WC2A 2JR
Email: hello@cahootz.com

or at another address (within the United Kingdom) as we may from time to time notify you; and
Will be delivered or sent to you at the postal address or email address that you have notified or provided to us in connection with this Agreement.

29.2 Any notice or other communication sent by post will be sent by pre-paid first-class post (if to/from the United Kingdom) or by pre-paid airmail (if to/from outside of the United Kingdom).

29.3 The parties acknowledge that any notice or other communication will be deemed to be given as follows:

If delivered, at the time and on the date of delivery if delivered during a Business Day, or at the start of the next Business Day if delivered at any other time;
If sent by post to and from a place within the United Kingdom, at the start of the second Business Day after it was put in the post;
If sent by post to or from a place outside the United Kingdom, at the start of the fifth Business Day after it was put in the post; or
If sent by email, at the time and on the date of transmission if transmitted during normal office hours (09:00-17:30) on a Business Day (local time at the place of receipt) and, in any other case, at the start of the Business Day following the date of transmission.

29.4 This clause 29 will not apply to the service of any proceedings or other documents in any legal action by the parties. Cahootz will not accept service of proceedings or any legal action by way of email by you or any third party.

30. ELECTRONIC COMMUNICATIONS

30.1 By accepting this agreement, you consent to us communicating with you by email or by placing information on the Platform. You also expressly agree that we may communicate with you by letter, telephone, SMS, or email and to discuss matters with you in person as and when appropriate.

30.2 For completeness, your consent to electronic communications, also includes your consent to receive confirmations and any other reports, documents, statements or similar that we may provide to you in connection with this Agreement by way of email or other electronic means, or by us placing such information on the Platform. You have the right to request hard copies of such documents and we will provide these to you if it is reasonable for us to do so.

31. RECORDINGS OF CONVERSATIONS AND ELECTRONIC COMMUNICATIONS AND DATA PROTECTION

31.1 In order to comply with our obligations under the FCA Rules, we may record telephone conversations we have with you and store electronic communications between you and us. By virtue of accepting this agreement you are providing specific consent for us:

to do this; and
using any such records in arbitral or legal proceedings between us, as necessary.

31.2 Where such conversations and/or communications have been recorded and/or stored, then in order for us to comply with our obligations under the FCA Rules, a copy of such recordings and/or communications will be available to you on request for a period of five (5) years or, if required by the FCA, for up to seven (7) years.

31.3 We are committed to keeping your personal information safe. We process personal information in accordance with applicable data protection legislation. Please read our privacy policy to understand how we use and protect the information you provide us (a copy of our privacy policy can be accessed here: https://www.cahootz.com/legal/privacy ).

32. SURVIVAL OF CLAUSES FOLLOWING TERMINATION

32.1 Termination of this Agreement (howsoever occurring) shall not affect any party’s accrued rights or liabilities (including but not limited to the obligation to pay any fees) or affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after termination.

33. GOVERNING LAW AND JURISDICTION

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by the law of England and Wales and each party agrees to submit any dispute which may arise out of, under, or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) to the exclusive jurisdiction of the courts of England and Wales. This clause does not affect your rights to refer disputes relating to the provision of our services to the Financial Ombudsman Service.

34. THIRD PARTY RIGHTS

Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. Our affiliates may enforce this Agreement as if they had been a party. For the avoidance of doubt, ShareIn is a party to this Agreement.

35. ASSIGNMENT

35.1 You may not assign or transfer your rights or responsibilities under this Agreement to any other party without our prior written agreement.

35.2 We may at any time assign or transfer any or all of our rights under this Agreement, provided that we meet our regulatory and legal obligations prior to doing so.

35.3 We will provide you with written notice, in accordance with this Agreement, prior to assigning or transferring any of your rights under this Agreement.

36. FORCE MAJEURE

36.1 Except as set out otherwise, neither party will be liable for any loss caused directly or indirectly from circumstances not within its control, including but not limited to acts of God, government restrictions, exchange or market rulings, actions affecting securities, clearing or commodity exchanges including suspensions of trading or extensions of trading hours, dealing cut-off times and holidays, acts of civil or military authority, national emergencies, natural disasters, wars, riots or acts of terrorism, industrial disputes, acts or regulations of any governmental or supranational bodies and authorities or the failure or malfunction of any telecommunication or computer service.

37. ENTIRE AGREEMENT

37.1 This Agreement (together with the privacy policy) constitute the entire agreement between the parties and supersedes any previous agreement (whether oral or in writing) between the parties in respect of the same.

37.2 No terms will be implied (whether by custom, usage, course of dealing or otherwise) into this Agreement except as required by Applicable Law.

37.3 The parties acknowledge that by entering into this Agreement neither party has relied on any express or implied representation (including any made negligently), assurance, undertaking, collateral agreement, warranty or covenant which is not set out in this Agreement.

37.4 In connection with the subject matter of this Agreement, both parties waive all rights and remedies (including any right or remedy based on negligence) which might otherwise be available to the party in relation to any express or implied representation, assurance, undertaking, collateral agreement, warranty or covenant which is not set out in this Agreement.

38. DEFINITIONS

38.1 Unless the context dictates otherwise, capitalised terms used in this Agreement will have the following meanings:

"Account" means your account with Cahootz through which you are able to place orders for Investments.

"Agreement" has the meaning set out in clause 1.3.

"Applicable Law" means any and all applicable laws, legislation, bye-laws, decisions, notices, statutes, orders, rules (including any rules or decisions of court), regulations, directives, edicts, schemes, warrants, local government rules, statutory instruments or other delegated or subordinate legislation and any directions, codes of practice issued pursuant to any legislation, voluntary codes, other instruments made or to be made under any statute and codes of conduct and mandatory guidelines (including in all cases those that relate to audit, accounting or financial reporting) and which have legal effect, whether local, national, international or otherwise existing from time to time, together with any similar instrument having legal effect in the relevant circumstances.

"Best Interest Policy" Cahootz’ best interest policy.

"Business Day" means a day when banks are open for business in the United Kingdom, excluding Saturday or Sunday.

"Confidential Information" means all information or material of a confidential nature communicated between the parties, including the terms of our Agreement, provided that Confidential Information will exclude information or material which at the time of disclosure is, or which thereafter becomes (in each case otherwise than as a result of any act or default by the recipient), part of the public domain by publication or otherwise.

"Conflicts of Interest Policy" Cahootz’ conflicts of interest policy.

"FCA" The Financial Conduct Authority of the United Kingdom or any successor authority.

"FCA Rules" The principles, rules and guidance contained in the Handbook issued by the FCA and other material issued by the FCA from time to time.

"FSCS" Financial Services Compensation Scheme, as further described in clause 21.

"Intellectual Property Rights" means: (a) copyright, design rights (whether registered or unregistered) and database rights; (b) patents, utility models, trademarks, trade names, domain names and topography rights; (c) applications for, or registrations of, any of the rights described in (a) or (b) above; and (d) any other intellectual property having a similar nature or equivalent effect anywhere in the world.

"Investment" has the meaning set out in clause 7.1.

"LRG" means LRG (UK) Limited and / or Leaders Limited (01690574), the property-services business expected under the current business model to provide property-management and disposal services directly to Real Estate Companies.

"Member" means a person that has been accepted to view Investments and submit Pledges through Cahootz platform and “Membership” is to be interpreted accordingly.

"Nominated Account" has the meaning set out in clause 10.3.

"Order" means an instruction from you via our Platform to perform an action relation to a Share or Shares, such as purchase, redeem, transfer, or exchange, as the case may be.

"Platform" Cahootz’ website, which is accessible at www.cahootz.com and the services you access from the website.

"Pledge" has the meaning given to it in clause 7.1.

"Real Estate Company " has the meaning set out in clause 6.1.

"Real Estate Company Services Agreement" an agreement, whose terms will be made available to you prior to placing an Order, entered into between Cahootz (and/or one or more associated parties) and a Real Estate Company pursuant to which Cahootz and/or its associated parties will provide or procure the provision of services, including the services described in clause 20.4, to the Real Estate Company in consideration for the payment of the fees described in clause 18.2.

"Share(s)" has the meaning set out in clause 6.1.

38.2 References to any legislation, statute, rule, contract, or any other document, is to such legislation, statute, rule, contract, or other document as amended from time to time and as currently in force.

38.3 References to “including” or “includes” in the Agreement will be deemed to be a reference to “including without limitation.”

38.4 Headings in the Agreement will not affect its interpretation of this Agreement and is used for convenience only.

38.5 References to a person in this Agreement will include bodies corporate, unincorporated associations, trusts, partnerships and/or individuals.

38.6 Words used in this Agreement in the singular will include the plural, and words used in this Agreement in the plural will include the singular, unless the context requires and/or indicates otherwise.