Website terms of use
Adviser

Data Centre (Birmingham) Bond

Terms Used

This website www.downingcrowd.co.uk (Website) is owned and operated by Downing LLP, a limited liability partnership registered in England and Wales under number OC341575 and with our registered office at St Magnus House, 3 Lower Thames Street, London EC3R 6HD and VAT number 112 940 149. Downing LLP is authorised and regulated by the Financial Conduct Authority (FCA) with firm reference number 545025.

Any reference to Website includes our funding platform at www.downingcrowd.co.uk (Funding Platform) which is accessible by registered members. Any reference to you or your, means you as a customer of our products and services and/or as a user of our Website. Any reference to we, us, our or Downing is to Downing LLP.

Downing is providing a crowdfunding platform for registered members to access details of, and apply to invest in, or lend to, a variety of UK businesses. The Funding Platform is also available to independent financial advisers (IFAs) to access on behalf of the persons who have appointed the IFA to act on their behalf (Clients). Such opportunities could include bonds, loan agreements, shares or other investments, each of which will be detailed in related offer documents on our Funding Platform. In these terms and conditions (Terms) we refer to these opportunities as investment products. The entity or company which registered members apply to invest in or lend to, and which issues the investment products, is referred to in these Terms as the borrower. The borrower will be identified in the related offer document as well. IFAs are permitted to access the Funding Platform in order to make pledges on behalf of their Clients and to monitor the investments made by their Clients in investment products, however IFAs are not afforded the opportunity to invest themselves in investment products unless they register separately on the Funding Platform.

These Terms set out important information including, without limitation, information regarding how you may make use of our Website as well as your rights, obligations and the restrictions that may apply when you use our Website. We recommend that you read these Terms carefully before using the Funding Platform.

Any reference to our group of companies is to any fund, co-investment fund, investment trust, company (whether limited or unlimited) or partnership managed or advised by Downing, any direct or indirect subsidiaries of Downing, or any partnership or company carrying on business in succession to Downing or of which any such party is the general partner.

Any reference to the custodian means Thompson Taraz Depositary Limited, incorporated and registered in England and Wales (with company number 06043483 and FCA No: 465415) whose registered office is at 4th Floor, Stanhope House, 47 Park Lane, London W1K 1PR. The custodian is responsible for holding your investment money in its client account before it is invested in the investment product, and once any interest or capital is repaid from the borrower.

We may change the identity of the custodian or undertake this role ourselves directly but we will notify you before we make any changes to where your money is held. Any replacement custodian will be capable of fulfilling the appropriate legal and regulatory requirements and references to custodian will apply to any replacement custodian as is notified to you from time to time.

Any reference to the client account is to the custodian's aggregated client account where your money is held, segregated from Downing LLP’s own funds.

Any reference to minimum fundraising amount is to the amount set out in the relevant offer document as the minimum amount that the borrower is looking to raise through the offer and if this threshold is not met the investment will not proceed.

Any reference to maximum fundraising amount is to the amount set out in the relevant offer document as the maximum amount that the borrower is looking to raise through the offer.

Any reference to multiple tranche offer is to an offer in an offer document where there is more than one closing date for the offer.

Any reference to non readily realisable securities is to illiquid, hard-to-price securities for which there is no, or only a limited, secondary market. These products will not be listed. All the investment products offered on this Funding Platform will be non-readily realisable securities.

These Terms govern the relationship between you and us when you access and use our Website. By accessing and continuing to use this Website, you agree to be legally bound by these Terms.

Please note that we may update and amend these Terms from time to time and any changes will be both posted on this Website and sent to all registered users by email. Any such changes shall not apply to applications that have been accepted prior to the date of the change. However, it is your responsibility to ensure you review these Terms regularly to familiarise yourself with any changes. If you do not agree with any of our Terms or changes to these then you must not use our Website.

Your Client will be asked to agree to separate terms and conditions when registering on the Funding Platform and additional terms and conditions when buying specific investment products via this Funding Platform. In all cases the offer document will cover any terms specific to each investment product. If there is any inconsistency between these Terms and any such terms and conditions, the latter terms and conditions shall prevail.

Membership

Registering as a member

You will be required to register your details and open an account to access the Funding Platform including to make pledges in respect of investment products on behalf of your Clients. Short summaries of available offers can be viewed when browsing our Funding Platform hosted on the Website, but you will only be given access to detailed information about the investment products once you become a registered member.

From time to time we will allow our IFA members to view key details on offers and make pledges or reservations on behalf of their Clients. These pledges can only be made in a defined period for each investment product, and only up to a fixed amount for each investment product. We will hold capacity for each client for a period of time and if the client does not take up the investment within that time period, the pledge or reservation will be released for other investors.

Becoming a registered IFA member involves providing us with your personal information including your name, email address, firm name and FCA Registration Number. You undertake to complete the registration form fully, and that all information provided is up-to-date, true, accurate and complete.

We may accept or reject applications to register as a member at our discretion acting reasonably.

Each registration is for a single user only. Your registration is not transferable and you must keep your registration details secure at all times, as these details will be used to identify you. You are responsible for all information and activity on this Funding Platform by any person using your details. If you authorise an agent, family member, employee or sub-contractor to use your registered member account with our Funding Platform (in contravention of these Terms), you will be responsible for the third party's activity on the account.

We have the right to disable any username or password at any time, if, in our opinion, you have failed to comply with any of the provisions of these Terms.

Any breach of security, loss, theft or unauthorised use of your security details must be notified to us immediately. We reserve the right not to act on your instructions where we suspect that the person logged into your registered member account is not you or we suspect illegal or fraudulent activity or unauthorised use.

We do not accept responsibility for any loss you or anybody else may suffer because any instructions or information sent by you or us are sent in error, fail to reach the recipient or are distorted unless such loss results from our negligence, failure to exercise reasonable skill and care, fraud or our deliberate default.

We may rely on all communications given or made by you or anyone else using your username, account number and password which we reasonably believe to have been made by you or on your behalf. You will be bound by any agreement entered into or expense incurred on your behalf in reliance upon such a communication.

We will not be responsible for or any loss you may suffer caused by your failure to keep your registration details confidential, your fraud or your failure to comply with these Terms. We will not be responsible for any act, omission, failure, fraud, delay, negligence, insolvency or default of any bank, financial institution, clearing or payments system, or regulatory, governmental or supra-national body or authority, nor for any failure or any disruption to any communications systems required to operate in order for any monies to be transferred. We shall not be responsible if it is or becomes unlawful for us to give any instruction or make any payment required by these Terms.

You agree not to adapt or circumvent the systems in place in connection with this Website, nor access our systems other than by using the credentials assigned to you and by following the instructions that we have provided for that type of connection.

Advice

We can execute applications to invest in an investment product on behalf of your Clients but cannot advise you or your Clients on what investments to make. You acknowledge and agree that we are only executing your Client’s application and we are not providing advice to you or your Client.

Making investments

Services we provide to registered members other than IFAs

We agree to provide the following services to registered members of the Funding Platform, some of whom will be your clients:

The ability to:

  • invest in the investment products featured on the Funding Platform, subject to any restrictions applying to particular investment products;
  • access details of a range of investment products once we have determined that they are of an appropriate type to be offered via this Funding Platform;
  • make investments and pay for investment products via debit card, cheque or bank transfer subject to certain value restrictions and, where appropriate, via our payment partner
  • review and download offer documents relating to investment products;
  • manage, via arrangements in place with the custodian, any proceeds from your investments on investment products when realised, through the Funding Platform from the first interest payment to the final repayment;
  • access a record of all transactions made by you for the duration of your membership.

In addition:

  • IFAs may access the Funding Platform to make pledges to invest in investment products on behalf of their Clients and to monitor investments made by their Clients, but may not make investments into investment products i.e. IFAs are introducing their Clients but not executing transactions
  • IFAs can also track their commission which will be paid by Downing at the end of the month after the date that the offers for the relevant investment products close.
  • We are happy to facilitate adviser fees on any pledged investments, provided the amount is entered when each pledge is made and subject to your Client confirming the fee. We will deduct adviser fees from your Client’s investment and include these in our payments to you.

We will provide these services subject to these Terms.

There are no charges associated with setting up a registered member account as an IFA. You will be able to log in at any time in order to monitor your Clients’ investment portfolios and/or investments at any time through the "IFA Portal" section of this Funding Platform.

We will carry out what we consider to be reasonable due diligence on all borrowers and investment opportunities before featuring them on this Funding Platform, and where appropriate, will explain the extent of such due diligence in the relevant offer document. However, you and your Client should conduct your own research and analysis of an investment product and your Client should seek independent advice where appropriate (whether from you or a third party). Please refer to the section on "Reliance on Information Posted and Disclaimer" below for more details.

Your responsibilities

You should only continue to use your account if the following statements are, and continue to be, true:

  • You are an independent financial adviser authorised and regulated under the Financial Services and Markets Act 2000 (as amended) who specialises in advising on the acquisition of non-readily realisable securities;
  • You have all right, authority and capacity to entire into these Terms and to invest through the Funding Platform;
  • You will provide us promptly on request with a copy of any documents which we may reasonably require from time to time;
  • You will not use our services, operate any account or use this Website for any purpose which is unlawful, abusive, libellous, obscene or threatening;
  • You will ensure that you have the power, authority and approval to enter into and perform your obligations under these Terms;
  • You confirm you are 18 years of age or over;
  • You confirm you are not insolvent or bankrupt or subject to any insolvency proceedings or arrangements.
  • Where you make any pledges on behalf of your Clients, you confirm that you have all requisite power and authority to do so
  • Pledges are made in good faith and whilst you cannot be held accountable for your Client’s actions, and pledges are not contractually binding, you must only make pledges if you believe that your Client has every intention of taking them up.

By accepting these Terms, you warrant (promise) that each of the statements above is true and accurate at all times during your being a registered member or (if longer) at all times that you have an outstanding interest in an investment product.

Terminating your registered member status

You can terminate your registered member account at any time by giving us 30 days' written notice by email to crowdfunding@downing.co.uk

We can terminate your registered member account at any time by writing to you in the following circumstances:

  • Death, incapacity, or in the case of an organisation, ceasing to exist;
  • You are in breach of these Terms;
  • We believe it is necessary or desirable to terminate your registered member status for legal or regulatory reasons;
  • We decide that the account be closed on the grounds that in our reasonable opinion the continuation of the registered member status is or may be materially detrimental to this Website.

Where either you or we have given notice to terminate your registered member account and you have invested in an investment product in which your investment is outstanding, your registered member account will be suspended pending repayment or redemption of your investment product and repayment of any funds due to you (after any fees payable to us) at which stage we will close your registered member account. Following suspension of your account, you will not be able to invest in any further investment products but you will be able to access your account to monitor any outstanding investments.

Applications to invest

Details in relation to each investment product will be set out in the related offer documentation provided on this Funding Platform. You must always read the offer document in full to understand the offer-specific terms. We do not guarantee that there will be sufficient investment products for your Clients to invest in, or that any investment product that your Clients would like to buy will be available to them.

Please note that once your Clients apply to invest in an investment product they are expected to proceed, subject to the cooling off period (see below).

In certain circumstances we may not be able to fulfil your Client’s application. This could be for a number of reasons such as, but not limited to where:

  • we are unable to verify their identity;
  • the overall maximum fundraising amount for investment is reached before their application can be completed; or
  • there is insufficient demand from investors and the minimum fundraising amount is not reached;
  • the borrower is unable or unwilling to take investment at that time.

Minimum and maximum fundraising amounts will be made clear in the offer document. We will notify your Client once the minimum fundraising target is hit, and after the cooling off period has expired (as explained below) if your Client has not cancelled their application, their application to invest is unconditional and they will have to invest in the investment product.

Your Clients will have 14 days from the date that they make their application to invest to change their mind, cancel their application to invest and request the return of any monies paid without interest. Such period is referred to as the cooling off period.

Unless they notify us that they wish to cancel their application during the cooling off period, funds will, subject as set out above, be transferred to the borrower, and we will enter into any necessary contractual arrangements with the borrower or investee company acting as your Client’s agent as explained above.

We will only transfer the money from the client account to the borrower after the cooling off period has expired and once either the minimum fundraising target has been met or the offer (or the relevant portion of a multiple tranche offer) has closed. We will notify your Client by email and through the 'Account' section of our website when the money has been transferred from the client account to the borrower.

When your Client makes their application, the additional terms on which they are making that investment will be in the offer document.

If the offer does not reach any minimum fundraising target before the end of the specified period (which will be clear on the offer document), the investment opportunity will be removed from the active investments on this Funding Platform and any applications your Clients have made to invest in that investment product will be cancelled. Your Client will be notified and any monies paid in respect of the application will be returned to them without interest.

There is currently no secondary market available through which your Client may sell our investment products. Your Client therefore acknowledges and agrees that once they have invested in an investment product, it may not be possible to sell their investment to another party and in all likelihood they will have to hold their investment until the end of the term.

Where your Client has invested in a transferable investment product and has found a buyer for the investment product in question, that buyer must already be or must become a member of the Funding Platform and agree to the terms in force at the relevant time. Your Client will be charged a fixed fee of £25 plus VAT towards our administration costs for facilitating such a transfer. Please refer to the contractual documents (such as bond instruments) that form part of the offer document for more details on any specific transfer restrictions and remember that each investment product is different. You and your Client should consider the lack of liquidity in their decision as to whether to invest.

If we do develop a secondary market, that secondary market does not guarantee that your Client will be able to find someone to whom you can transfer their investment product, whether at all or on terms acceptable to them.

Depending on the nature of the investment product, the borrower may not deduct any tax from your investment returns. It is your Client’s responsibility to account for any income tax and other personal taxes that may be payable to the appropriate authorities.

Risks

Before you recommend any investment product through this Funding Platform, and before your Clients invest, you should make sure that they fully understand the risks which are set out in the relevant offer document and conduct your own due diligence on the investment product and borrower to determine whether the investment product is suitable for them on the basis of such information.

If the borrower becomes insolvent they may lose some or all of their capital. If your Clients are in any doubt about the contents of this Funding Platform or any offer document and/or the action you should take, they should immediately consult you as their IFA, or another independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) who specialises in advising on the acquisition of non-readily realisable securities.

All listed investment products are medium- or long-term investments and your Client’s capital is not readily realisable. Please read the risk pages in each of the offer documents in relation to the risks associated with any particular offer.

Communicating with you

How we will communicate with you

Most communications will be sent to you by email. However, we may telephone you to discuss matters related to you.

You must inform us immediately of any changes to your personal details, including your postal address, your email address, your telephone number and any change in your regulatory status or permissions.

When we receive returned mail, emails or payments, we will take reasonable steps to contact you to get your new details. However, we do not have to send further communications to the old address or old email address.

What you must tell us

You agree to notify us immediately if you become aware of any of the following:

  • Loss, theft or unauthorised use of your registered member log-in details;
  • That you have not received, within the expected timeframe, any promised communication such as, but not limited to, confirmation of a purchase, confirmation of completed transaction, or transfer of funds;
  • Receipt by you of a confirmation of a purchase, or of a completed transaction, which you did not place;
  • Changes in any of your circumstances as listed in these Terms.

If we send communications to you:

  • By post, to the last known postal address that we hold for you, they will be treated as received by you four business days after posting.
  • By email they will be treated as received by you immediately upon sending to the most recent email address we hold for you.

We will not ask for any acknowledgement of receipt from you in respect of communications sent in accordance with the above.

We may also communicate with you by publishing information on this Funding Platform in which case the information will be treated as received by you when it is published, for example as and when new investment products are made available. You agree to us providing you with information, including information about the nature and risks of investments by posting that information on this Funding Platform and you must check this Funding Platform regularly for up-to-date information, which we may also choose to send to you by email. Information on this Funding Platform is subject to change without notice.

If you need to contact us urgently, you should email us at crowdfunding@downing.co.uk in the first instance. You can also telephone us on 020 7416 7780 from Monday to Friday between 09.00 and 17.30 hours.

Payment of commission and facilitation of adviser fees

Where permitted to do so by the Financial Conduct Authority and all applicable laws and regulations, we will pay a commission to you at a rate agreed with you in respect of any investments in investment products made by your Clients via the Funding Platform. This is strictly subject to:

  • You completing a pledge on behalf of your Client in the manner required by the Funding Platform;
  • On making a pledge you confirming whether you wish to receive the commission OR whether you wish to rebate that commission to your client
  • Your Client confirming to us, on becoming a member, that you are their IFA, that they have agreed that you will be paid a commission and the amount of such commission; and
  • Your Client completing their investment in the investment product. If your Client withdraws during the cooling off period of the minimum fundraising target is not achieved or if the borrower does not complete the investment product (for whatever reason), your Client will not have completed their investment in the investment product.

If any of the above is not complied with, it will not be possible to make the payment of commission to you and you acknowledge that we shall be under no liability to do so.

We are also able to facilitate adviser fees, provided:

  • You enter the amount you are charging your Client when you make each pledge, and on a pledge by pledge basis and with the amount entered as GBP and not a percentage;
  • Your Client explicitly accepts the adviser fee when making each relevant investment in an investment product; and
  • Your Client completing their investment in the investment product. If your Client withdraws during the cooling off period of the minimum fundraising target is not achieved or if the borrower does not complete the investment product (for whatever reason), your Client will not have completed their investment in the investment product.

1 Terms of website use

Accessing our website and avialability

Access to our Website is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our Website (including the Funding Platform) without notice (see below). We will not be liable if for any reason our Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of our Website, or our entire Website, to users who have registered with us. We will try to inform you in advance of any such suspension through a general notice on this Website but this may not always be practicable.

While we endeavour to ensure that this Website is normally available 24 hours a day, we cannot promise that our Website will be free from errors or omissions nor that it will be available uninterrupted and in a fully operating condition. This Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons reasonably beyond our control. We will not be liable to you or to any other person in the event that all or any part of this Website is discontinued, modified or changed in any way. We do not accept liability arising from any errors, omissions, interruptions of service or delays that may occur in connection with this Website.

We shall not be liable for any failure, any suspension or any termination of access to this Website in connection with or arising out of an event beyond our reasonable control. In these Terms, an event beyond our reasonable control shall include, without limitation, strikes, lock-outs or other industrial disputes, nuclear accident or acts of God, war or terrorist activity, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident or breakdown of plant or machinery, interruption or failure in communications networks and facilities (including the internet), computer viruses, unauthorised access, theft, operator errors, fire, flood, storm or default of suppliers, and where they are beyond our reasonable control, any other acts, events, omissions or accidents.

You are responsible for making all arrangements necessary for you to have access to our Website.

Your use of this website

You agree that you will not use this Website in any way that may lead to the encouragement, procurement or carrying out of any criminal or unlawful activity or that is fraudulent, or has any unlawful or fraudulent purpose or effect. Furthermore, you agree not to do anything that may cause damage to this Website or our servers, systems or equipment or those of third parties, nor access any users' data or penetrate or circumvent any Website security measures or attempt to do any such acts.

You agree not to give any indication that you have any commercial relationship with us, or that you are our agent or that we have endorsed any of your activities.

You accept that you are able to stop using this Website at any time and at your sole discretion. We reserve the right to suspend, restrict or terminate your access to this Website or any part of it at any time at our sole discretion.

We may also ban or suspend you as a user of the Funding Platform.

Licence

You hereby grant to us a non-exclusive, worldwide, perpetual, royalty-free, irrevocable licence (including the right to sub-license) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform or display any content (in whole or part) you upload, post or email and/or to incorporate such content in other works in any form, media or technology now known or developed. This may include personal information such as your user or pen name and your expressions of opinion

You hereby waive any moral rights that you may have in regard to any content (in whole or part) you upload, post or email.

Sanctions

As soon as we are made aware of activities that breach our Terms or our privacy policy, prompt action will be taken. If you witness such breaches please notify us at crowdfunding.downing.co.uk immediately.

We may at any time move, modify or remove any content or take further legal action as a result of breaches or suspected breaches of our Terms or our privacy policy, any applicable laws or regulations, or where our rights or third party rights are threatened or infringed.

Intellectual property rights

We (or our licensors or other third parties whom we permit to place material or links on this Website), are the owner or the licensee of all copyright and other intellectual property rights in our Website, and in the material published on it. Those works are protected by intellectual property laws and treaties around the world. All such rights are reserved.

The names, images and logos identifying us, companies in our group, our partners or third parties and our/their products and services are proprietary marks and may not be reproduced or otherwise used without express permission.

The contents of this Website including (without limitation) web pages, computer codes of elements comprising this Website, and any software provided to you by us may not be copied, reproduced, communicated and/or made available to the public, republished, downloaded, posted, recorded, broadcast or transmitted or used in any other way except for your own personal, private and non-commercial use, unless otherwise expressly permitted by us.

You may print off one copy, and may download extracts, of any page(s) from our Website for your personal reference and you may draw the attention of others within your organisation to material posted on our Website.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of material on our Website must always be acknowledged.

You must not use any part of the materials on our Website for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our Website in breach of these Terms, your right to use our Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

This restriction does not include your ability to use any of our "sharing" functions (for example, liking and sharing our Website on Facebook) in accordance with that third party's own terms and conditions.

Our website changes regularly

We aim to update our Website regularly, and may change the content at any time. If the need arises, we may suspend access to our Website, or close it indefinitely. Any of the material on our Website may be out of date at any given time, and we are under no obligation to update such material.

What will not change are the details of an individual offer once published. You will receive an electronic copy of all offer documents that you view online, and you should save the PDF as a permanent record of the investment opportunity. You should use the offer document only as the basis for any investment decision.

Reliance on information posted and disclaimer

While we endeavour to ensure that the information on this Website is correct, we make no promise or commitment regarding the accuracy and completeness of the material on this Website. Commentary and other materials posted on our Website are not intended to amount to advice on which reliance should be placed. Save where we have not performed our services with reasonable skill and care and as far as we are legally able to, we disclaim all liability and responsibility arising from any reliance placed on such information, commentary and materials by any visitor to our Website, or by anyone who may be informed of any of its contents.

Our Website displays materials containing information supplied by third parties subject to the terms of our responsibilities [above] [below]. We shall not be responsible for the content of third party materials or information, except to the extent that we have expressly accepted such responsibility or that it was our legal obligation to verify such information.

None of the materials or information on this Website are intended to amount to, or should be seen as, advice, or a recommendation to buy or sell any investment product or enter into any transaction.

Comments made on the Website by Members of the Funding Platform on investment products are the personal views of members. No reliance should be placed on such views and we take no responsibility for these views which do not form part of the investment offer. Only the offer document issued by the borrower and checked by Downing LLP may be relied upon.

You should consider whether any investment product or transaction is suitable or appropriate for you and take such independent advice as you consider is appropriate.

We will conduct what we consider to be a reasonable level of due diligence on investments products offered via this Funding Platform, and the level of such due diligence may be detailed in the specific offer document. It does not, however, validate claims made by the borrower.

Viruses, hacking and other offences

You must not misuse our Funding Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Funding Platform, the server on which our Funding Platform is stored or any server, computer or database connected to our Funding Platform. You must not attack our Funding Platform via a denial-of-service attack or a distributed denial-of-service attack.

By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Funding Platform will cease immediately.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Funding Platform or to your downloading of any material posted on it, or on any website linked to it.

Linking to our website

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

Our Website must not be framed on any other website, nor may you create a link to any part of our Website other than the home page. We reserve the right to withdraw linking permission without notice. This Website from which you are linking must comply in all respects with the content standards set out above.

If you wish to make any use of material on our Website other than that set out above, please address your request to crowdfunding@downing.co.uk

Links from our website

Where our Website contains links to other websites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

User-created content

You are responsible for all content you post. This Funding Platform and any applications may include comments capability, bulletin boards, discussion groups and other public areas or features that allow feedback to us and interaction between registered members and our representatives in forums. While we do not control the information/materials posted to such forums by users, we reserve the right (which we may exercise at our sole discretion without notice) to delete, move or edit any messages you post including any containing such information or materials and, acting reasonably, to terminate your access to and use of the forums.

You are solely responsible for the content of your messages. You must comply with any rules posted by us on any forum. You must not:

  • post, link or otherwise publish any messages that infringe copyright, are illegal, libellous, defamatory, abusive or threatening;
  • transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
  • use the Funding Platform for any purpose other than to invest or consider investing in investment products.

We cannot guarantee the accuracy, integrity or quality of any messages posted by other members of the Funding Platform. Some users may breach these Terms and post messages that are misleading, untrue or offensive. You must bear all risk associated with your use of the forum and must not rely on messages when you make (or refrain from making) any specific investment or other decision.

It is not possible for us fully and effectively to monitor messages to check for infringement of third-party rights. If you believe that any content infringes your legal rights, you should notify us by email on crowdfunding@downing.co.uk. 

2 Conflicts of interest

We operate a conflicts of interest policy which is available on request. In the event that any conflicts of interest arise which we cannot effectively manage, we will not be in a position to provide our services to you. We will specify each conflict of interest that exists in the offer document for each investment product and, as appropriate, specify the steps that we are taking to manage it.

You acknowledge and agree that we may effect transactions for you in which we or a member of our group of companies has, directly or indirectly, a material interest or a relationship of any description with another party which involves or may involve a potential conflict with our duty to you.

Where we or a member of our group of companies has, directly or indirectly, a material interest or a relationship of any description with a borrower, neither we nor any of our group companies shall be required to account to you for any profit, commission or remuneration made or received from or by reason of such interest or relationship.

3 Fees and charges

We make charges for our services. We will normally charge an annual administration fee as a % of the amount invested in an investment product. This will either be deducted from the gross proceeds of investment that is paid by the borrower to the client account before we make available your net proceeds for distribution to you or will be paid directly to us by the borrower. We may reduce this fee in certain instances, including "Early Bird" offers or where Investors introduce new members of this Funding Platform and these members go on to make an investment through the Funding Platform.

Details of all our charges will be clearly stated in the relevant offer document.

From time to time, we may also recover from a borrower the costs incurred by us in bringing the investment product to the Funding Platform, which may include due diligence costs, legal fees, valuation reports and other market surveys.

4 General terms and conditions

Our liability

Nothing in these Terms shall restrict your statutory rights (including your rights to receive a reasonable standard of service, more details about which can be obtained from your local Trading Standards Office or Citizen's Advice Bureau), nor shall anything in these Terms exclude or limit our liability for death or personal injury resulting from our negligence or from any fraud or fraudulent misrepresentation nor any other liability which cannot be excluded or limited under applicable law.

Nothing in these Terms excludes or limits our liability under the Financial Services and Markets Act 2000 or any rules or requirements of the Financial Conduct Authority.

If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the process.

We have exercised reasonable skill and care in undertaking due diligence on investment products. However, we cannot guarantee that your assessment of such investment products would be the same as ours. You acknowledge and agree that you must conduct your own independent assessment of the investment product and, unless we fail to exercise reasonable skill and care, you acknowledge and agree that we are not liable to you for any loss or damage you suffer from the results of our due diligence on investment products.

You acknowledge and agree that we will not be liable to you for any third party failures that impact you or our ability to provide services to you including, without limitation, where such failures are by the borrower, custodian or any bank involved in the service.

We will also not be liable for loss or damage that results from our failure to comply with these Terms that fall into the following categories (whether direct or indirect):

  • loss of income or revenue;
  • loss of business;
  • loss of profits;
  • loss of anticipated savings;
  • loss of data;
  • loss of expected returns;
  • losses that were not caused by our breach;
  • damage from the use of (or failure to use) or reliance on this Website or any information provided in it;
  • • waste of management or office time.

However, this will not prevent claims for loss of or damage to your tangible property that are foreseeable or any other claims for direct loss that are not excluded or limited elsewhere in these terms.

Subject to the above, our maximum aggregate liability to you in respect of each transaction using the Funding Platform whether in contract, tort (including negligence), shall in all circumstances be limited to the greater of (i) a sum equal to 200% of the fees and charges we receive related to your Client’s investment in the investment product or (ii) £5,000.

Subject to the above terms, our maximum aggregate liability to you for any other use of the Website (including the Funding Platform) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £5,000 which you acknowledge and agree is reasonable.

The material displayed on our Website is provided "as is" without any promises or commitments as to its accuracy unless expressly stated otherwise in these terms. To the extent permitted by law and the rules of the Financial Conduct Authority, we, other members of our group of companies and third parties connected to us hereby expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.

Other matters relating to these terms

Your rights under these Terms are personal to you and you may not transfer them to anyone else. Your obligations under these Terms may not, without our prior written agreement, be performed by anybody else.

A person who is not a party to these Terms will have no rights to enforce any of these Terms.

If any of the terms in these Terms are not consistent with the law in force at the time, the terms of the law take priority.

Severance

If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Terms which shall remain in full force and effect.

Law and jurisdiction

These Terms are governed by English law and you can bring legal proceedings in the English courts in relation to any claim arising from, or related to, your use of our Website. If you live in Scotland you can bring legal proceedings in either the Scottish or the English courts in relation to any claim arising from, or related to, your use of our Website. If you live in Northern Ireland you can bring legal proceedings in either the Northern Irish or the English courts in relation to any claim arising from, or related to, your use of our Website. We retain the right to bring proceedings against you for breach of these Terms in your country of residence or any other relevant country.

This Funding Platform is intended for users in the United Kingdom. We make no representations that the materials and Funding Platform are suitable for users outside the United Kingdom, and if you choose to access this Funding Platform from outside of the United Kingdom you are solely responsible for ensuring compliance with all relevant local laws.

Your concerns

We welcome your feedback and would like to hear from you if you have any complaints or suggestions on how we might improve our service, or you have any concerns about material which appears on our Funding Platform. In each case please contact crowdfunding@downing.co.uk. You can also write to: Compliance Officer, Downing LLP, St Magnus House, 3 Lower Thames Street, London EC3R 6HD

If you have any complaints about our service we will handle them in accordance with our complaints procedure. Our complaints procedure has been established in accordance with the rules set out by the Financial Conduct Authority. A copy of our complaint handling procedure is available upon request.

After we have had an opportunity to investigate your concerns, we will issue you with a final response. Depending on the nature of your complaint and if you remain dissatisfied with our response, you may have the right to refer your case to the Financial Ombudsman Service at Exchange Tower, London, E14 9SR; telephone 0800 023 4567; or e-mail complaint.info@financial-ombudsman.org.uk

We will advise you if this right of referral applies to you.

If you are unhappy with any product you have received from a borrower or other third party, you should direct your complaint directly to them.

Compensation

The Financial Services Compensation Scheme (FSCS) will not apply to the Funding Platform, although your money will be held in a client account in bank accounts with external credit institutions and subject to separate protections before it is invested in the investment product or once the proceeds of that investment are returned from the borrower.

If the bank or building society holding your money in the client account becomes insolvent, you may be able to claim compensation from the FSCS. In such an event, we will inform you of the identity of the credit institution to enable you to pursue such claim. Further details are available from the FSCS, whose address is 10th Floor, Beaufort House, 15 St Botolph Street, London EC3A 7QU and telephone contact details are 0800 678 1100, the web address is www.fscs.org.uk.

In the event of our insolvency, we may enter into arrangements with an appropriately qualified third party service provider, in order to wind up any outstanding investment products. You will be notified of any such arrangements if and when these become relevant to you.

These terms and conditions were last updated on 2 June 2016 and are subject to change as more functionality comes online and we extend our services to IFAs. We will notify you of any material changes to these Terms and Conditions by an email to your registered address.