1. ShareCredit is a trading name operated and owned by Share Credit Limited, a limited company incorporated in England and Wales with registered number 09540341 and with its registered address at 18/F, 40 Bank Street, London E14 5NR (“ShareCredit”, “we” and “us”).
2. We do not give advice. We provide a platform for peer to peer and other transactions. These services are available on our website at www.sharecredit.co.uk (the “Website”).
3. ShareCredit provides services (the “Services”) including:
services that enable borrowing and lending on a peer to peer basis secured or unsecured “Debt”;
services that enable users of the Website to make charitable donations “Donations”;
services that relate to business loans; and
such other services as we may offer.
4. These terms and conditions (“Website Terms”) set out the terms and conditions on which each user of the Website enters and uses the Website. They also describe the terms and conditions that apply to the different Services offered on the Website. It is important that you read these Website Terms most carefully. If you have any questions about them please contact us at email@example.com. If you do not agree with these Website Terms you must stop using the Website and not avail yourself of any of the Services. By using the Website, you agree to be bound by the Website Terms.
5. In addition to the Website Terms you will be bound by:
the specific terms and conditions that apply to Debt (link) (the “Debt Terms”) and Donation (link) Services (the “Donation Terms”); and
the specific terms and conditions relating to business loans that apply to each business loan being offered on the Website; and
if you make an investment or lend or borrow or make a donation or buy a business loan in relation to a specific offering that appears on our Website, you will also be bound by the specific terms that apply to that investment loan or donation;
we will update the Website Terms from time to time so please review this page regularly. If you disagree with any subsequent change you must immediately stop using the Website;
these Website Terms and other documents on our Website may appear in translation in languages other than English as a matter of convenience. It is agreed that the English version of these Website Terms and all other documents on our Website shall in the event of any conflict with versions in languages other than English, shall prevail.
6. The following words or phrases shall have the following meanings:
Account Provider: Global Custodial Services Ltd (a company incorporated in England and Wales under company number 08321940, the registered office of which is at The Old Barn, Oasts Business Village, Red Hill, Wateringbury, Kent ME18 5NN and which is authorised and regulated by the Financial Conduct Authority with registration number 595875.
Certified: means a High Net Worth Individual who has signed a statement in the form set out in Part 1 of Schedule 5 of the FPO 2005.
Commitment: The binding promise made by a person or company to either make an investment or make a loan, or purchase a business loan or make a donation in respect of an Offering subject only to the Target Amount specified on the Website in relation to that Offering being met by the Offering Closing Date (if applicable).
Commitment Monies: has the meaning given in clause 21.
FCA: means the Financial Conduct Authority.
FPO 2005: means Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
GCEN Terms: has the meaning given in clause 20.
High Net Worth Individual: has the meaning given to it under Article 48 of the FPO 2005 and PERG 8.14.22 of the FCA Handbook.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
Offering: the offer which an Offering Maker lists on the Website with our permission for the purpose of receiving investment in exchange for the issue of shares or the offer which an Offering Maker lists on the Website concerning the making of loans or sale of business loans or the request listed on the Website for donations.
Offering Account: has the meaning given in clause 21.
Offering Closing Date: the date set by which the Offering must reach the Target Amount specified on the Website. We may extend this date at our discretion.
Offering Maker: the company or person seeking to sell shares or seek loans or sell business loans or seek donations as applicable.
Offering Start Date: the date from which a User can make a Commitment in respect of an Offering.
Payment Services Provider: Global Currency Exchange Network Limited (a company incorporated in England and Wales under company number 04675786, the registered office of which is at The Old Barn, Oast Business Park, Redhill, Wateringbury, Kent ME18 5NN which is authorised and regulated by the Financial Conduct Authority under the Payment Services Regulations with registration number 504346.
Retail Client: has the meaning given in COBS 3.4.1R of the FCA Handbook.
ShareCredit Fees: the fees payable to ShareCredit as detailed in the specific terms and conditions that apply to the Services being used and/or on the fees page of the Website as updated from time to time.
Share Credit Securities: Share Credit Securities Limited is a limited company incorporated in England with registered number 09579665 and with its registered address at 18/F, 40 Bank Street, London E14 5NR, wholly owned by Share Credit Limited.
Sophisticated Investor: has the meaning given to it under Article 50A of the FPO 2005 and PERG 8.14.27 of the Handbook published by the FCA.
Standard Account: has the meaning given in clause 20.
Target Amount: the minimum aggregate amount in value of Commitments needed for the Offering to be completed (if applicable). This amount will be set out in each Offering.
User: any person or company (whether incorporated or unincorporated) who uses the Website and/or its Services.
7. A reference to “it”, “he”, “him” or “his” shall be deemed to include a reference to “she”, “her”, “hers”, “their” or “theirs”.
Your promises to us
8. You promise, represent and warrant, by accepting these Website Terms, that all information you have provided or will provide when you register an Account is true, complete, up to date and correct. You agree to notify us if any of your information changes.
Creating an account
9. You are free to browse some parts of the Website without creating an account (“Account”). However, you will need to register an Account and become a User in order to:
make an Offering; and/or
make use of the Business loans, Debt, and/or Donation Services; and/or
interact with us or other Users.
10. To be eligible to create an Account, you must provide all the information we require from time to time and meet all the following criteria:
You must be 18 years of age or older; and
You must not be a resident of or passport holder of or national of the United States of America and/or Canada and/or Japan.
11. You can create an Account by providing on the Website your name, email address and the other information we require.
12. Before concluding the creation of an Account, you must explicitly accept our Website Terms and our policies by ticking the acceptance boxes when setting up your Account. If you do not accept our Website Terms and our policies you will not be allowed to open an Account.
Our checks about you
13. When you apply to open an Account we will undertake electronic identity due diligence about you. This check may leave a “soft footprint” on your credit file that should not affect your credit rating. You hereby consent to us and our service providers carrying out electronic identity due diligence.
14. Your password will be created on registration. You are solely responsible for maintaining the security of your password. You must not disclose your password to any third party.
Using your account
15. Each time you seek to access User-only services on the Website, you will be required to login to your Account. If you use certain Services, you will also be required to provide additional information for the purposes of enabling us to understand your status under the FCA’s regulations. It is essential that you provide information that is truthful and accurate.
16. We may reject any registration, close any Account and withdraw your access to the Website for any reason, immediately and without notice, without giving any reason. We will usually do this if you provide false or incorrect information, establish multiple accounts or do not notify us of important changes to the information that you have already provided but may also do this without giving any reason.
17. If you open and/or maintain an Account you may have to provide additional information including passport details and proof of your address; if you are a company, details of your constitution and details of the personal information of the person authorised by the company to use our Services will be required.
18. If you believe an unauthorised transaction has occurred on your Account, you must notify ShareCredit as soon as possible or, in any case, no later than 6 months from the date of the transaction. Users who do not notify ShareCredit within this time period shall automatically waive any right that they have had in relation to the disputed transaction.
What we do
19. We are a company that provides a platform for our Services. We do not sell or buy any of the Offerings on our Website unless it is clearly marked that we are interested in that Offering, in which case we shall disclose all relevant information about our interest. We never provide advice or make recommendations.
Opening a standard account and an offering account
20. By registering an Account:
you automatically instruct and authorise the Account Provider to open an account in your name (a “Standard Account”) and to operate your Standard Account in accordance with the Account Provider’s and the Payment Services Provider’s standard terms and conditions (a copy of which are available at https://gcen.co.uk/gcen-terms-conditions/ ) (the “GCEN Terms”);
you accept and agree to the GCEN Terms in respect of your Standard Account and for all other purposes;
and in consideration of Account Provider and the Payment Services Provider opening your Standard Account, providing Offering Accounts and otherwise providing services to you and ShareCredit in connection with the Website, you irrevocably accept and agree to the terms and conditions of the Account Provider and the Payment Services Provider in respect of the rights of, and the limitation of the liability of, the Account Provider and the Payment Services Provider which are available at link.
What happens when you make a commitment to an offering
21. When you make a Commitment to an Offering you must, immediately upon making the Commitment, send an amount of money equal to the amount of your Commitment (your “Commitment Monies”) from your Standard Account to an Account Provider client account [designated by reference to the relevant Offering](each such account being an “Offering Account”).
22. Commitment Monies paid to an Offering Account will be dealt with in accordance with the Debt Terms or Donation Terms applicable to the relevant Offering.
irrevocably undertake and agree that they shall not at any time give the Account Provider and/or the Payment Services Provider any instructions, or revoke any instructions, in respect of any Offering Account and that, if any such instruction is given or revoked, the Account Provider or the Payment Services Provider (as applicable) shall not be required to comply with it;
irrevocably authorise ShareCredit and any director, employee or agent of ShareCredit to give the Account Provider instructions in respect of Offering Accounts opened in that Offering Maker’s name (including, but not limited to, where any monies held in an Offering Account from time to time are to be paid or transferred to);
irrevocably undertake and agree that the Account Provider and the Payment Services Provider shall be entitled to rely on all instructions given to them pursuant to the authority granted to it pursuant to clause 23(b) above;
without making any enquiry as to whether any such instruction is accurate;
without making any enquiry as to whether any such instruction is duly given;
without determining, verifying or otherwise investigating whether any Target Amount in respect of any Offering has been reached;
without determining, verifying or otherwise investigating whether any conditions precedent applicable to any Offering, or any document entered into in connection with any Offering, have been satisfied or waived; and
without determining, verifying or otherwise investigating whether all documentation in respect of any Offering has been duly executed or signed by the relevant parties.
24. If you make a Commitment to an Offering that reaches the Target Amount, you irrevocably authorise ShareCredit to act as your agent to enter into any agreement on your behalf relating to the Offering in respect of which you have made a Commitment. A Commitment binds the estate, personal representatives and successors of the person who makes the Commitment.
25. You agree that ShareCredit shall be permitted to sign any document or do any thing required to put into effect any transaction or matter set out in these Website Terms and all other terms applicable to any Commitment that you make on the Website. This authority shall include (without prejudice to the generality of the foregoing) signing any waivers in respect of pre-emption rights, shareholders’ agreements, loan agreements and other documentation with the Offering Maker.
26. If at any time any provision of these Website Terms is or becomes invalid, illegal or unenforceable in any respect, such provision shall be deemed to be severed from these Website Terms but the validity, legality and enforceability of the remaining provisions of these Website Terms shall not be affected or impaired.
27. All charges on the transfer of funds to or from a debit or credit card or bank account shall be borne by you.
28. Any taxation on any transaction performed through the Website is your responsibility. ShareCredit suggests that you take independent professional advice before entering into any transaction. In particular, the availability of tax relief is not guaranteed.
29. Any content uploaded to the Website including, but not limited to, details of Offerings or comments posted by Users in relation to any Offering is “User Content”.
30. The User who uploads User Content retains all Intellectual Property Rights in that User Content and grants an irrevocable, worldwide, transferable, perpetual, royalty- free, sub- licensable, non-exclusive licence to ShareCredit to use, modify, publish, distribute, translate and display any or all such User Content whether in public, in any medium in any jurisdiction now and in the future (the “ShareCredit Licence”). The ShareCredit Licence shall extend to User Content which includes any mark, trademark, images, likenesses and/or biographical materials.
31. ShareCredit shall have no obligation to identify any User or acknowledge his ownership of any User Content but may do so if it wishes.
32. ShareCredit grants an irrevocable, perpetual, worldwide, royalty-free licence to each User to view, download, distribute (subject to the below) and otherwise use any User Content for the purposes of taking advantage of the Services (the “User Licence”) on condition that the use of such User Content by any User is limited to non- commercial use and any distribution of such User Content contains a clear and unequivocal acknowledgement that such User Content is owned by the relevant User and licensed from ShareCredit.
33. ShareCredit and its graphics, logos, icons and service names related to the Website are registered and unregistered trademarks or trade dress of ShareCredit. They may not be used without our prior express written permission.
34. All other trademarks not owned by ShareCredit that appear in connection with the Website are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by ShareCredit.
Restrictions on what user content is allowed
35. Each Offering Maker hereby represents and warrants to ShareCredit and to all other Users that in all matters uploaded by him to the Website and/or transmitted to any User through or by the Website that:
such User has the right to publish such material;
with regards to an Offering, such User Content uploaded by an Offering Maker relates solely to the Offering Maker and does not represent any other business;
the publication of such User Content on the Website is not likely to bring the reputation of ShareCredit into disrepute; and
such User Content:
is accurate and is not misleading;
is not illegal in any jurisdiction in which such User Content might reasonably be expected to be viewed;
does not promote any illegal activity;
does not promote terrorism or assist any person in committing or procuring the commitment of any act of terrorism;
does not encourage or promote any political cause or affiliation;
is not of a pornographic, sexually explicit, violent, offensive or obscene nature;
does not promote racism, bigotry, hatred or physical harm of any kind against any person or group of persons;
does not contain libellous or otherwise untrue statements about any person living or dead;
does not harass or advocate the harassment of any person;
does not depict any person less than 18 years of age;
is not likely to cause offence to any viewer of such User Content;
does not promote or relate to any pyramid scheme, contest, lottery, sweepstake, or barter activity; and
is not likely to lead a viewer to assume that the User is related to, authorised by or otherwise represents ShareCredit.
Policing of user content
36. ShareCredit shall be entitled to remove any User Content without notice and without giving any reason.
37. ShareCredit may provide information about the origin of any unlawful or potentially unlawful User Content to any police or judicial authority in any country in which such User Content has been viewed and is illegal and each User hereby irrevocably authorises ShareCredit to provide such information.
38. If you view any User Content on the Website that you believe breaches any of the above restrictions, you agree to report such User Content to ShareCredit as soon as possible.
Responsibility and user content
39. ShareCredit is not responsible for User Content on the Website; ShareCredit makes no representation and gives no warranty about any User Content and will not be liable in any way for User Content or for any loss or damage of any kind incurred as a result of the use of any User Content listed on or referred to on the Website.
40. The Offering Maker is fully responsible for the accuracy of all User Content it uploads and unconditionally accepts such responsibility. Offering Makers cannot require that ShareCredit deletes, amends or removes any User Content after it has been published. ShareCredit reserves the right to amend, delete or remove some or all User Content.
Copyright in website content
41. All content contained on the Website or in any communication, or post on any social media platform belongs to ShareCredit or has been licensed to ShareCredit by third parties.
Your right to use the website and conditions that apply to it
42. ShareCredit grants you a limited, terminable, non-transferable, revocable licence to use and display content:
for personal use;
for the purposes of using the Services as contemplated by the Website Terms; and
by downloading such ShareCredit Website content to one computer; and/or printing one copy of such ShareCredit Content; and/or viewing any video or image on one computer, in each case on condition that the format and display of any ShareCredit Content is not altered and any copyright notice and disclaimer or risk warning notice contained on the version of such ShareCredit Content found on the Website remains clear and visible.
43. By using the Website you acknowledge and agree that ShareCredit may preserve or disclose User Content, as well as your information, if required to do so by law or in the belief that preservation or disclosure is necessary to:
identify copyrighted work or other Intellectual Property Rights that you (or any other person) claim has been infringed;
identify any User Content that you (or any other person) claim is infringing, with enough detail so that we may locate it on the Website;
confirm a statement by you (or any other person) that User Content displayed is not authorised by the copyright owner, its agent, or the law; and
confirm a statement by you (or any other person) declaring:
the above information is accurate; and
that you are (or any other person is) the owner of the copyright interest involved or that you are (or any other person is) authorised to act on behalf of that owner.
44. You must not infringe or try to infringe the privacy or rights of other Website Users or obtain and/or store personal information about them.
Ownership of website
45. ShareCredit is the sole owner of the Website, which includes any software, domains, design, text, graphics and the sole and exclusive licencee of all software and source code connected with the Website other than User Content. ShareCredit grants you a limited licence to use the Website solely as set out in the Website Terms.
46. The Website is protected by UK and international copyright, trademark, patent and other intellectual property laws. Without limitation, this means that you may not sell, export, license, modify, copy, distribute or transmit the Website (or any part of it) or any material provided through the Website without ShareCredit’s prior express written consent.
Offerings on the website
47. The inclusion of an Offering on the Website does not mean that ShareCredit is recommending that you make an investment, or lend any money or purchase a business loan or make a donation or that ShareCredit believes that the Offering will succeed or prove a suitable investment or a sound loan. You must exercise your own skill and judgment in deciding whether to make a Commitment to an Offering. We do not provide advice or recommendations about Offerings.
48. You should obtain independent advice from a qualified person before making a decision on any Offering or if you have any questions or do not understand the Offering.
49. You acknowledge and agree that you are responsible for your own due diligence when considering making a Commitment to any Offering.
Exclusions from liability
50. We do not exclude liability for death or personal injury caused by any gross negligence, fraud or fraudulent misrepresentation on the part of ShareCredit.
51. We are not liable for or responsible for:
any errors or omissions on the Website;
any fault relating to any device used to access the Website;
any bandwidth restriction that restricts or prevents access to the Website;
any failures (including without limitation the ability to access the Website), delays or interruptions on the Website;
any losses or damages arising from the use of the Website and/or the Services;
any conduct by Users of the Website; and
any use of third party software or services.
52. Neither ShareCredit, its shareholders, directors, officers, employees nor agents shall be liable to you for loss of use or any special, incidental, indirect or consequential damages arising out of or in connection with the Website or the Website Terms whether or not you have advised us of the possibility of damage.
53. You acknowledge and agree that ShareCredit is not responsible for the accuracy of any information published on the Website by Users and does not warrant that any information appearing on the Website is accurate, true or complete. ShareCredit specifically excludes liability for any loss, harm, distress or damage suffered by you or any third party as a result of inaccurate information appearing on the Website.
54. The Website and any User Content displayed thereon may contain facts, views, opinions, recommendations and advice. These views, opinions, recommendations and advice are not those of ShareCredit and are not endorsed by ShareCredit. ShareCredit shall not be liable in the event that any User Content is defamatory, misleading, incomplete or incorrect. Similarly ShareCredit shall not be liable in the event that any fact is incorrect or misleading.
55. We use technical and other measures to secure your personal information and User Content from unauthorised use, but we do not guarantee that unauthorised third parties will never be able to defeat those measures. You acknowledge that you provide your personal information and User Content at your own risk.
Electronic communications and writing
56. By downloading and/or using the Website and/or material provided through the Website, you consent to receiving electronic communications and notices from ShareCredit. You agree that any notice, agreement, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including where such communications must be in writing.
Third party software
57. You may need to download and activate certain third party software in order to use certain ShareCredit content provided on the Website. Such third party software will be clearly notified to you. In order to use such third party software, you will have to accept the terms of the provider of such third party software. You acknowledge that we have no responsibility or control over such third party software.
Third party links from the website
58. The Website may contain links to third party websites. The inclusion of any links on the Website does not constitute a recommendation of such third party website or a warranty that such third party website is free of viruses and safe to use. If you decide to visit or access any third party website or services, you do so entirely at your risk.
Linking to the website
60. You may link to the Website on condition that:
you do not display any page of the Website in frames or cut or otherwise alter the appearance of the Website; and
you do not misrepresent any relationship you have with ShareCredit and in particular you do not claim a relationship with us or claim to be endorsed by ShareCredit without our prior written consent.
ShareCredit reserves the right to withdraw any consent to link to the Website at any time by notice.
61. If you have any complaints about the provision of the Services, please contact us using the contact form provided on the Website or at firstname.lastname@example.org.
62. If you have any complaints about any other User, please contact us using the contact form provided on the Website or at email@example.com.
63. Depending on the type of Service you are using, you may have additional rights including rights to compensation. You will not normally be entitled to compensation under the Financial Services Compensation Scheme and will not be entitled to compensation solely because a company making an Offering subsequently fails or becomes insolvent.
Proper law and jurisdiction
64. Any claim, dispute or controversy arising out of or in connection with the Website Terms, the specific terms and conditions that apply to the Services being used or their subject matter or formation (including non-contractual disputes or claims), the Website, ShareCredit’s advertising or any related transaction between you and ShareCredit shall be governed by and construed in accordance with English law.
65. Any dispute or claim arising out of or in connection with such matters (including non- contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales.
Termination of your right to use the website
66. ShareCredit may change or discontinue your use of the Website and/or any of the Services at any time without prior notice. ShareCredit reserves the right to terminate your use of the Website at any time, for any reason, and without notice.
67. In the event of termination, ShareCredit has no obligation to transfer to you or allow you to view any User Content uploaded by you to the Website.
68. In the event of termination, any payments due to be paid by a User to any other User of the Website and its Services shall be paid.
Third party rights
69. The Account Provider and the Payment Services Provider may rely upon and enforce the provisions of clauses 20 and 23 of the Website Terms.
70. The Website Terms are agreed between you and ShareCredit. Save as set out in clause 69, no person shall have any rights under or in connection with the Website Terms under the Contracts (Rights of Third Parties) Act 1999.
71. If any court or competent authority decides that any term of the Website Terms or the specific terms and conditions that apply to the Services being used is held to be invalid, unlawful or unenforceable to any extent, such term shall, to that extent only, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by law.
72. Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such section.
73. ShareCredit’s failure to enforce any provision of the Website Terms or the specific terms and conditions that apply to the Services being used shall not constitute a waiver of that or any other provision and will not relieve you from the obligation to comply with such provision.
74. You are not permitted to assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights under the Website Terms or the specific terms and conditions that apply to the Services being used.
75. The Website Terms and the specific terms and conditions that apply to the Services being used set forth the entire understanding and agreement between you and ShareCredit with respect to the Website Terms.