Investor Terms and Conditions
This website www.mongoosecrowd.co.uk (Website) is operated by Mongoose Crowd Limited (Mongoose Crowd, we or us), a limited liability company registered in England and Wales under number 10609738 and with our registered office at The Dairy, Overmoor Farm, Neston, Corsham, SN13 9TZ. Mongoose Crowd (firm reference number 779511 is an appointed representative of Share In Ltd (Firm reference number 603332), which is authorised and regulated by the Financial Conduct Authority (FCA) (see https://www.fca.org.uk/contact).
These Terms set out the contractual relationship between us when you access the Website and make investments through it. Each investment you make shall also be subject to the terms of the investment, including without limitation, any application form, offer document, bond instrument, shareholders’ agreement, constitutional documentation of the issuer or supporting documentation. If there is any inconsistency between these Terms and any investment-specific documentation, the investment-specific documentation shall prevail.
Unless we notify you otherwise, any reference to the custodian means Leetchi Corp. S.A., a company incorporated in Luxembourg, which is approved as an electronic money institution by the Financial Sector Regulator in Luxembourg (the CSSF) (see http://www.cssf.lu/en/contact/).
Any reference to the client account is to the custodian's segregated client account where your money is held separately from Mongoose’s or the custodian’s own money.
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.
We may update and amend these Terms from time to time and, where the change may be detrimental to investors, sent to all registered users by email. Any such changes shall not apply to investment applications that have been accepted prior to the date of the change.
Details of currently available investments are viewable to all users of the Website, but you must register your details and apply to open an account to receive investment offers and make investments through the Website. We offer investment in securities for which there is no recognised market and membership is restricted to investors who can demonstrate the appropriateness of such investment for them.
We may use the information you provide to us to carry out checks with third parties, including anti-money laundering and credit checks, in order to process your application. We may ask for additional information from you at any time in connection with your membership.
We may accept or reject applications to register as a member and invest into investments at our absolute discretion. If your application to open an account is successful, we will treat you as a member of Mongoose Crowd.
As part of the membership application you must provide us with the account details of the bank account from which you intend to make and receive payments (your nominated account). Your nominated account must be in the same name as the person who is registered as a member with us and must be held with a bank within the United Kingdom or another institution that is acceptable to us.
Each registration is for the single named applicant or their appropriately authorised financial adviser only. [In the case of business members, we may provide multiple user log on details and accept limitations on the right of any one user to operate the account.] Your registration is not transferable, otherwise than in the event of your death, mental incapacity or insolvency. You are responsible for all information and activity on your account. If you authorise a financial adviser to operate your account, we will be entitled to assume they have complete authority. Any limitations you place on their authority are a matter between you and the adviser and we shall not be required to police that authority, even if you provide us with notice of the limitation. You may terminate the appointment of an adviser by providing us with written notice and such proofs as we may require as to verify the instruction has come from you.
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 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 any payments from your nominated account 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 or omission of a third party other than any third party to whom we delegate our responsibilities under 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.
We provide the following services to members:
- promoting investment opportunities that we have sourced;
- processing applications to subscribe for new investments and providing instructions to the custodian to effect such transactions;
- holding (either through a security trustee or directly ourselves) any security provided by the issuer of an investment or a related party for the benefit of all members and taking such enforcement action as we deem appropriate in connection therewith; and
- reporting on investments and cash held at any given time through their account on the Website.
We do not offer personalized investment, tax or accounting advice. If you are in any doubt about such matters, you should seek advice from an independent specialist.
We will transfer the money from the client account to the issuer of the investment once either the minimum fundraising target has been met or the offer has closed. We will notify you by email and through the 'Account' section of our website when the money has been transferred from the client account to the borrower.
If the offer does not reach any minimum fundraising target before the end of the period specified in the offer document, the investment opportunity will be removed from the website and your subscription money will be returned to you without interest.
We will allocate investments on a first-come, first-served basis by reference to the time we receive all information required to confirm an investor’s eligibility to invest. We shall not be liable to you for any non-allocation of investments to you that result from any delays in us requesting further information from you in order to confirm your eligibility.
There is currently no active secondary market available through which you may sell our investments, although we may introduce such a service in future. You should be prepared to hold your investment for the full term without recourse to your capital, regardless of whether we develop a secondary market.
If you find a buyer for a transferable investment in question, we will facilitate the transfer of your investment to that buyer provided the buyer becomes and is accepted by us as a member. You 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 is different.
Terminating Your Membership
You can terminate your membership at any time by giving us written notice by email to Crowd@Mongoose.Energy.
We can suspend or terminate your membership at any time by writing to you in the following circumstances:
- Death, incapacity, insolvency 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 member status for legal or regulatory reasons;
- We decide that the account be closed on the grounds that, in our reasonable opinion, your membership is or may be materially detrimental to other users of the Website or us.
If you wish to cancel your subscription to an investment, you may request to do so by emailing us (Crowd@mongoose.energy) prior to subscriptions closing. If we receive the request after the offer has been fully subscribed, your request will be rejected and your money will be committed.
Your money and payments
You must fund your account before you can subscribe to an investment. You can do so by making a payment to the custodian, who will open an account in your name. As a condition of opening an account with us, you are required to accept the custodian’s general terms and conditions which you can view/download at https://www.mangopay.com/terms/Mangopay_Terms-EN.pdf. These create a direct client relationship between you and the custodian. The custodian may pass data about you to its own sub-contractors and partners when that is necessary for it to fulfil its obligations to us and for its business as an issuer of electronic money. You can withdraw your money at any time before it becomes committed to an investment.
The custodian is directly responsible to you for the holding of your money and our responsibility to you in this regard is limited to (i) the diligent selection of the custodian as a person who is appropriately authorised to issue electronic money or otherwise hold your money and (ii) the accurate and timely passing of your instructions to the custodian to effect payments to and from your account. The custodian will hold money it receives from you in accordance with the law of Luxembourg relating to the issuance of electronic money, which requires that it holds your money separately from its own money.
Money held in the client account will not attract any interest.
You can make payments via a range of methods including, direct debit, bank transfer, cheque or debit card payment. The choice of methods may vary by offer and according to the size of the investment made.
If we are unable to verify with reasonable certainty that a payment has come from your nominated bank account, the custodian may instruct our bank to return the payment to its source and will not be responsible for any delays or charges or expenses incurred by you as a result nor for any losses you may suﬀer including any losses that we could not reasonably have expected to occur.
Receiving Proceeds of an Investment
Any (a) income or capital return paid by the borrower, or (b) proceeds following the realisation of the investment, before being distributed to members, will be held in the client account. Where applicable, we will deduct our fees and charges from the money held in the client account, in line with the relevant offer document, before returning the net proceeds to you.
You are responsible for accounting to the tax authorities for any tax that may become payable on your investment returns. We will generally be required to apply withholding tax on debt investments. Where we do, we shall provide you with a certificate that you can use for the purposes of completing your tax returns.
Before you buy any investment through the Website, you should make sure that you fully understand the risks which are set out in the relevant offer document and conduct your own due diligence on the investment and borrower to determine whether the investment is suitable for you on the basis of such information. The risks attaching to any given investment will be contained in the offer document.
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.
All documents of title, contracts and other information and documentation in relation to the investments you buy through the Website will be sent to you electronically.
On the rare occasion that we may need to send any printed documents, these will be sent to the last known postal address that we hold for you and we will not be responsible if you do not receive them for any reason.
You must inform us immediately of any changes to your personal details, including your postal address, your email address, your telephone numbers (mobile and landline) and, if relevant, your bank details.
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.
We may receive and make all communications between you and the issuer of the investment as agent for both of you.
If you need to contact us urgently, you should email us at Crowd@Mongoose.Energy in the ﬁrst instance. You can also telephone us on +44 (0)203 637 6431 from Monday to Friday between 08.00 and 17.00 hours.
Fees and Charges
We make charges for our services. We will normally charge the issuer a fixed fee as a % of the amount invested in an investment. 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 to the Website, which may include due diligence costs, legal fees, valuation reports and other market surveys.
If you use an intermediary in connection with your account (such as a financial adviser), your intermediary is responsible for disclosing to you their fees that relate to the advice or service that they give to you. We may facilitate the payment of such fees out of your account if you instruct us to do so.
Privacy and Data
For the purposes of the Data Protection Act 1998 (the Act), the data controller is Mongoose Crowd Limited. We are registered with the Information Commissioner's Office with registration number: ZA239482.
We will only process personal information in accordance with the Act, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any other applicable privacy laws.
We may obtain your personal data in different ways. You will give us information about yourself by using the online forms provided on the Website or by corresponding with us by phone, e-mail or otherwise. Each time you visit the Website we may automatically collect any of the following information:
- technical information, including the Internet protocol (IP) address used to connect your computer to the internet, your login information, browser type and version, browser plug-in types and versions, operating system and platform; and
- information about your visit, including the full Uniform Resource Locators (URL) clickstream to, through and from our site (including date and time), length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs) and methods used to browse away from the page.
- to allow you to access and use the Website and to register for an online account;
- to provide you with content which is tailored specifically to you;
- to provide you with the information and services that you request from us;
- to enable you to make applications to become either an investor or developer;
- to verify your identity in order to prevent and detect money laundering and fraud;
- to carry out credit reference checks and other regulatory checks;
- to carry out statistical analysis and market research;
- for marketing, advertising and promotional purposes;
- to notify you about changes to our services and to keep you informed about our fees and charges;
- with your consent only, to contact you (including by email or post) with information about our products and services which either you request, or which we feel will be of interest to you; and
We may share your personal information with any company that is a member of the Mongoose Energy group as defined for the purposes of section 1159 of the UK Companies Act 2006.
We may share your personal information with selected third parties, including:
- our service providers and sub-contractors, including but not limited to card payment and direct debit payment processors, suppliers of technical and support services and companies that assist us in carrying out identification and fraud checks;
- credit reference agencies for the purpose of assessing your credit score, where this is a condition of us entering into a contract with you;
- companies that assist us in our marketing, advertising and promotional activities; and
- analytics and search engine providers that assist us in the improvement and optimisation of our site.
We may also disclose your personal information to third parties:
- in the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets;
- if Mongoose Crowd or substantially all of its assets are acquired by a third party, in which case personal information held by Mongoose Crowd will be one of the transferred assets;
- if we are under a duty to disclose or share your personal data in order to comply with any legal obligation, or in order to enforce or apply our terms and conditions or any other agreement; or
- to protect the rights, property, or safety of Mongoose Crowd, our customers, or other persons. This may include exchanging information with other organisations for the purposes of fraud protection and credit risk reduction.
The Act gives you certain rights in relation to personal information held about you. You may contact us by post or email at any time, to request that we:
- update any out of date or incorrect personal information which we are holding about you; or
- provide you with copies of any personal information which we hold about you, subject to a fee specified by law (currently £10.00).
The personal information that we collect from you may be transferred to, and stored at, a destination outside of the European Economic Area (EEA). It may also be processed by staff operating outside the EEA working for us, other members of our group or third party data processors. Such staff may be engaged in, among other things, the provision of our services to you, the processing of transactions and/or the provision of support services. By providing us with your personal information you acknowledge and consent to any such transfer, storage and processing.
We will always take steps to ensure that such transfers comply with applicable privacy laws and we will take all reasonable precautions to ensure that your personal information is treated securely and in accordance with these Terms. However, you should be aware that countries outside the EEA may not offer the same level of protection for personal information as the United Kingdom. All information you provide to us is stored on our secure servers. Payment transactions may be undertaken by third party service providers and will be encrypted using industry standard SSL technology.
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Conflicts of Interest
We will represent the interests of the issuers of investments and investors in those issuers. In promoting the investments, we will provide a balanced summary of the features and risks of investing. In reporting to you about your investments or taking action to ensure compliance of issuers with the terms of the investment instrument, we shall always seek to act in your best interests.
In order to align our interests with our clients, we, our staff and our associates, may invest in the investment opportunities we present on the Website, but we shall do so on standard terms that do not result in preferential treatment, cherry-picking, priority in allocation for buying or selling, or transacting ahead of investors based on confidential information. Where investment offers are over-subscribed, we shall give priority to other investors over us or our staff and associates.
You can request a full copy of our Conflicts of Interest Policy from us at any time.
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.
Our liability to you for any third-party failures is limited to the reasonable selection of third party providers and for the performance of persons to whom we delegate our responsibilities under these Terms. If our failure to discharge our obligations to you is caused by third parties beyond our reasonable control, we shall not be responsible for such failure.
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):
Subject to the above, our maximum aggregate liability to you in respect of your use of the Website shall in all circumstances be limited to a sum equal to the fees and charges we receive related to and in proportion to your investment.
The material displayed on our Website is provided "as is" without any promises or commitments as to the accuracy of third party content unless expressly stated otherwise.
Other than the custodian and Crowdinvesting, which shall have the right to enforce the provisions of these Terms that affect them, no person other that you or we shall have rights to enforce these Terms and the provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to them.
As per the FCA, loan-based crowdfunding platforms do not fall within the remit of the financial services compensation scheme (FSCS).
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 Website. In each case please contact Crowd@Mongoose.Energy. You can also write to Mongoose Crowd at The Dairy, Overmoor Farm, Neston, Corsham, SN13 9TZ.
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.
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 the courts of England and Wales shall have non-exclusive jurisdiction to determine any dispute arising under them.
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 firstname.lastname@example.org
More information, including the rules on eligibility, can be found at www.fos.org.uk.