The CAM Crowd Terms
1. How the Service works
1.1 The CAM Crowd (“CAM”) is a trading name of Cadogan Asset Management Limited (“Cadogan”) which is authorised and regulated by the Financial Conduct Authority under Firm reference number 749342. References in these Terms and Conditions to “The CAM Crowd”, “CAM” "we", "us" and "our" are to be construed as meaning to Cadogan Asset Management Limited trading as The CAM Crowd.
1.2 Cadogan Asset Management Limited has its registered address at 15 Half Moon Street London W1J 7DZ and is incorporated in England & Wales under company registration number 10065415.
1.4 The CAM service is available to investors that become members through our website www.thecamcrowd.co.uk (the “Website”). We provide members with details of potential investments, such as bonds, loan notes and shares issued by companies (“Issuers”) established individuals for purposes set out in the relevant Issuer’s Offer Document on our Website.
1.5 We offer investments in companies that in the main could be considered at an early stage or formation phase of their lifecycle, as well as more established companies. We offer more than one type of investment and you should read and understand the features of each particular investment, as described in the relevant Offer Document available on the Website, before deciding whether to invest. Investments may, without limitation, include shares which provide a direct exposure to company’s ability to execute its business plan; and debt instruments, such as bonds and loan notes, which offer a fixed return that may or may not be secured against assets or cash flows of the business.
1.6 CAM or its associates shall provide some of the directors for the Issuer to help ensure that Issuer’s comply with the terms of the Offer Document.
1.7 Investments are only available to persons who fall within certain categories of investor who are eligible to acquire non-readily realisable securities. For individual investors, this entails making a declaration that the investor is a high net worth individual, is sophisticated in investing, has received advice from an authorised firm, or will observe limits in acquiring non-readily realisable investments. Non-advised investors must demonstrate their understanding of the features and risks of investing. Investors who satisfy these criteria, as set out in more detail on the Website, will be eligible to become “members”. Only members can receive investment offers through the Website.
1.8 If you are eligible for membership, you can invest online and receive online investment reports. Your investment subscriptions and any investment returns shall be held by MangoPay S.A. (“MangoPay”) in an electronic wallet pursuant to clause 6 and separate terms and conditions between you and MangoPay.
1.9 We will treat all members as Retail Clients for the purposes of the Financial Conduct Authority's rules (Retail Clients receive the highest degree of regulatory protections under those rules).
1.10 As a member of CAM, you are bound by these Terms and Conditions in relation to your use of our Website and your participation in investment opportunities. Users of the Website who are not members are also bound by these terms insofar as they are capable of application to non-members. By using the Website, you confirm that you have read, understood and agree to these Terms and Conditions and our Privacy and Cookies Policy (see www.thecamcrowd.co.uk ) each as amended from time to time. If you do not agree to the Terms and Conditions, you must stop using the Website immediately.
2. Accessing an investment account
2.1 We make details of investment opportunities available to all users of our Website, but only members are able to apply to invest or view investment offers in the Investments area when they have logged into their online account.
2.2 In order to become a member of The CAM Crowd, you will need to apply to join and be approved by us. We reserve the right to reject applications on such grounds as we see fit, including, without limitation, your knowledge and understanding of investing, your financial status, your capacity to be bound by these Terms and Conditions or the jurisdiction in which you live or are a citizen.
2.3 If you apply to become a member, we will carry out identity and fraud checks on you, using third party agencies. We use our own internal guidelines and policies when assessing applications but retain complete discretion. If we cannot get adequate information from the third party agency then we will ask you to send us copies of the relevant identification documents (normally a certified copy of your passport and a utility bill) and any supporting evidence that we may require. If you do not provide all appropriate identification documents you will not be able to invest. We may also suspend your membership at any time if we believe it is appropriate in order to comply with our legal obligations. For more details about how we use your information, please refer to our Privacy and Cookies Policy.
2.4 Provided that we accept your application to become a member, you will then be able to view the investment offers available through The CAM Crowd Website.
2.5 Your application for membership should be completed in the name of the same person that will invest.
2.6 You will be required to provide personal details and a password to register as a member, which are unique to your individual CAM membership and are not transferable. Your registration details and password are how we identify you and you must keep them secure at all times.
2.7 You are responsible for all information and activity on the Website by anyone using your details. If you authorise an agent, family member, employee or sub-contractor to use your CAM account you will be responsible for their activity on the Website. 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 CAM account is not you or we suspect illegal or fraudulent activity or unauthorised use.
2.8 You agree not to adapt or circumvent the systems in place in connection with the 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.
3. Links to other websites
3.1 Our website may contain links to other websites. Unless we expressly say otherwise, you should assume that these other websites are not under the control of The CAM Crowd or our affiliates. We assume no responsibility for the content of such websites, and we disclaim liability for any and all forms of loss or damage arising out of the use of them. Additionally, even if we include a link to another website on this site, that does not mean that we endorse that other website or in any way recommend that you should use it.
4. General restrictions on use
4.1 Subject to the following express restrictions, The CAM Crowd grants you permission to access and use the site and the CAM platform services. You may view site pages, download site pages (for caching purposes only) and print site pages (excluding site images) and retain a copy of the same solely for your own personal, non-commercial use. You agree that your failure to adhere to any of these restrictions shall constitute a breach of these terms on your part. You agree:
(a) not to sell, license, rent, distribute or otherwise exploit any The CAM Crowd content for any other purposes without the prior written consent of Cadogan or the respective licensors of The CAM Crowd content;
(b) not to post, frame, deep link, publish, reverse engineer or modify or make any derivative works of any part of the site or The CAM Crowd platform services, including but not limited to any The CAM Crowd content, in any medium without Cadogan’s prior written authorisation, unless The CAM Crowd makes available the means for such activity through the functionality offered by The CAM Crowd platform;
(c) not to establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists;
(d) not to establish a link to our site in any website that is not owned by you;
(e) not to alter or modify any part of the site or any of The CAM Crowd platform services or use the same in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
(f) not to access The CAM Crowd content through any technology or means other than the site itself or such other means as The CAM Crowd may explicitly designate for this purpose;
(g) not to access or attempt to use The CAM Crowd login of other The CAM Crowd members or penetrate or attempt to penetrate The CAM Crowd security measures;
(h) not to (or attempt to) circumvent, disable or otherwise interfere with any security related features of the site or The CAM Crowd platform services or features that (i) prevent or restrict use or copying of The CAM Crowd content; or, (ii) enforce limitations on the use of The CAM Crowd platform services or the accessible The CAM Crowd content.
(i) not to use any area of the site or The CAM Crowd platform services for any commercial purposes other than to list pitches and invest in pitches. You must obtain our prior written consent to make commercial offers of any kind, whether by advertising, marketing, solicitations, links, or any other form of communication. We will investigate and take appropriate legal action against anyone who breaches this provision, including without limitation, removing the offending communication from the site and barring anyone breaching this provision from future use of the site and The CAM Crowd platform services. We reserve the right to block access to this site with respect to any The CAM Crowd user who is known or reasonably believed to be (or is associated with any person who is known or reasonably believed to be) acting unlawfully, or breaching these terms, or infringing The CAM Crowd rights. Breaching any terms on the site will be deemed to be a breach of these terms.
(j) not to use the site to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, viruses, trojans, worms, keystroke logger, rootkit, logic bombs or other material which is malicious or technologically harmful;
(k) not to attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site;
(l) not to conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to any The CAM Crowd user of the site or The CAM Crowd platform services;
(m) not attack our site via a denial-of-service attack or a distributed denial-of service attack.
By breaching certain provisions above, 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 site will cease immediately. You are responsible for configuring your information technology, computer programmes and platform in order to access our site. You should use your own virus protection software.
5. Buying investments
5.1 If you wish to subscribe for an investment, you will need to specify the size of the investment you wish to make and place funds in your CAM account.
5.2 Whether we choose to accept your application to invest will be at our absolute discretion, even if you are a member and satisfy our eligibility criteria, for example, but without limitation, because the offer is over-subscribed or under-subscribed or because of legal or regulatory matters. The allocation policy for each investment is based on a first-come-first-served basis, by reference to the time we receive your subscription payment. If it is not possible to allocate investments to you, we may hold your subscription for participation in a subsequent issue of like investments, although you will be entitled to request to have your unallocated subscription monies returned to you until they have been committed.
5.3 All bonds, loan notes will be governed by the terms of the Bond Instrument; the Bond Certificate; the Offer Document; the Investment Memorandum; the Share Issue Document; the Investment Invitation; ; the information you provide to us as part of your investment application (your “Investment Application”) and these Terms and Conditions. All share issues will be governed by the terms of the Issuer’s Articles of Association, your Investment Application, the Offer Document; and these Terms and Conditions. To the extent that there are any inconsistencies between these documents, the provisions of the Bond Certificate/Investment Application shall prevail over the Bond Instrument/Articles, which shall prevail over the Offer Document, which shall prevail over these Terms and Conditions.
5.4 If you wish to hold bonds or loan notes within an Innovative Finance ISA, the holding of those investments will be subject to separate terms and conditions that can be found on our website (www.thecamcrowd.co.uk), in addition to these Terms and Conditions. In the event of conflict, the provisions of the ISA Terms and Conditions will prevail.
5.5 We do not provide investment advice, legal advice or tax advice. In particular, we will not assess the suitability of an investment in light of your personal circumstances and you are responsible for making your own investment decisions. If you are in any doubt as to your own personal circumstances, you should seek such advice from an appropriately qualified professional.
5.6 We will not facilitate investment where we are aware that it is illegal, although it is your responsibility to ensure that you have complied with any relevant legal or regulatory restrictions that would prohibit you from investing.
5.7 After pledging, there may be a period of time during which the bond remains open and funds have not yet been transferred to the bond issuer. Therefore, interest will not be accrued during this time.
6. Your money and investments
6.1 If we accept your application to make an investment, we will provide you with bank account details into which you should transfer your subscription amount (your "CAM account"). Payment must be made by electronic transfer or Debit Card from a bank account in your name whose details you provide to us and which we have accepted (your " Nominated Account"), into your CAM account, where subscriptions will be held pending investment.
6.2 The CAM account will be held by and administered by an independent regulated electronic payment provider (MangoPay), which will make payments to and receive them from Issuers on your behalf. MangoPay also opens electronic wallets in respect of each investor and Issuer for these purposes. MangoPay will pay any fees owing to The CAM Crowd and other services providers (if relevant) out of the relevant electronic wallet. You are required to enter into terms and conditions directly with MangoPay and The CAM Crowd shall not be responsible for the discharge of MangoPay’s obligations under those terms and conditions, beyond having taken reasonable steps to ascertain that it is appropriately authorised to provide the electronic money services. We or another person selected by us may take over control of the CAM account at any time provided that we or they have appropriate regulatory permissions to hold client money and you authorise MangoPay to transfer any monies it holds for you in the CAM account to us or to such other person in those circumstances without seeking your express instruction to do so. We will notify you of any such transfer through your dashboard on the website.
6.3 Your investments will not generally have voting rights attached to them, but you will be entitled to vote on any amendments we may propose to the Bond Instrument or the Articles of Association of the Issuer.
6.4 You may request any your cash that has not been allocated to an investment, including investment returns, to be paid back into your Nominated Account. If you wish replace your Nominated Account, you may request to do so by email. Any alternative account must be in your name and be held with a bank or credit institution that is acceptable to us.
6.5 Payments to you will be made after deduction of any relevant tax. Regardless of whether we withhold tax, it is your responsibility to account for any taxes that may be payable to the appropriate authorities.
6.6 You can view details of the investments and money in your portfolio through the Website. For reporting purposes, we shall supply the par value and shall not attempt to provide current market valuations.
6.7 If you want us to hold money that has not been allocated in your CAM account in order to invest in future opportunities, you may do so. No interest is payable on money held in the CAM account and no fees are charged in respect of establishing the account. Cadogan may retain a payment representing interest on the money held in the CAM account.
6.7 The capital and interest repayments that are due to you will be received into your CAM account and will not be paid out to you or re-invested unless you provide us with express instructions. If balances have sat on your account for a long period of time, we may contact you to seek your instructions. We may introduce the option to of auto-re-investment or auto-distribution in the future.
7. Selling investments
7.1 There is no established secondary market for investments available through the Website and so you should normally expect to hold your investments until the redemption date, or beyond, if there is a significant default on the underlying investments.
7.2 If you find a buyer for your investments, you may sell them through us by providing us with details of the purchaser, the price to be paid and the number of investments to be sold. If the buyer wishes us to account to them for the investment proceeds, they will need to be registered as a CAM member (although we shall be able to refuse to accept membership applications at our absolute discretion).
7.3 We may (but are not required to) offer a bulletin board on the Website to assist members to buy and sell investments amongst themselves from time to time. Where we offer this service, we will facilitate transactions that a buyer and seller have agreed between themselves and have notified us of through the Website.
7.4 We may charge fees for registering transfers as set out in the Fees Table on the Website.
8.1 We do not charge fees to you for arranging for you to invest in newly issued securities, as we get paid by the Issuer. Accordingly, the returns quoted to you are not reduced by our fees.
8.2 We or other persons may, however, charge fees for facilitating the sale of investments before the end of their term or administering investments held in an Innovative Finance ISA.
8.3 Details of the fees we charge to you and to Issuers are set out in the Fees Table on the Website and in the Appendix to these Terms.
8.4 Unless otherwise stated, fees are quoted exclusive of VAT, where applicable.
9.1 If you no longer want to be a member of The Cam Crowd, provided you have no investments with us, you can let us know by email and we will end your membership straight away. Termination will not affect the terms of any investment you have entered into.
9.2 We may terminate your membership in respect of making new investments at any time and for any reason, including but not limited to breach of these Terms and Conditions, applicable law, mis-use of our Website or account inactivity for a period of 12 months or more. If you hold investments through us, our cancellation of your membership will not affect the charges we will levy to the Issuer and we will continue to maintain your account in accordance with clause 4.
10. Conflicts of interest
10.1 Cadogan or its associates may provide some of the directors for the Issuer to help it comply with its obligations to investors. If there is a default on your investment by the issuer of debt securities, we enforce the contractual commitments of the Issuer on your behalf and seek to recover the investment whilst keeping recovery fees to a minimum. Unless otherwise stated, we are not responsible for enforcing your rights against Issuers.
10.2 If there is a default on your investment in respect of an Issuer of debt securities in which we have a financial interest, we will seek to procure the appointed independent directors to the Issuer or independent advisers to seek recovery if we deem that our interests conflict with yours. In normal circumstances, we anticipate that our interests will be aligned with the interests of investors in seeking a full recovery and keeping recovery fees to a minimum.
10.3 We receive payment of our fees from Issuers.
10.4 We may pay referral fees to persons who introduce an investor or transaction to us.
10.5 Conflicts that are specific to a particular investment shall be disclosed in the relevant Offer Document on the Website.
10.6 You may request a copy of our full conflicts of interest policy at any time.
11. Complaints and compensation
11.1 We have established procedures in accordance with the Financial Conduct Authority's rules for the effective consideration of complaints. Please contact us to request a copy of our complaint handling policy. We will refer complaints relating to MangoPay to the appropriate party on your behalf.
11.2 If you are still unhappy with the outcome of a complaint, you may be able to refer the complaint to the Financial Ombudsman Service at Exchange Tower, Harbour Exchange, London E14 9SR. Telephone 0800 023 4567 or email email@example.com . MangoPay is not subject to the jurisdiction of the Financial Ombudsman Service. Further information, including information about eligibility for the Financial Ombudsman Service is available at www.fos.org.uk.
11.3 Cadogan participates in the Financial Services Compensation Scheme (the "FSCS"). If we owe you money in connection with the CAM service and are unable to pay it, then you may be entitled to compensation from the FSCS, up to a maximum of £85,000.
11.4 If MangoPay becomes insolvent, any obligations it owes you will not be covered by the FSCS. Provided MangoPay has administered your account properly, its creditors should not be able to access money it holds for you in an electronic wallet.
11.5 For more information, including information about eligibility, you can contact the FSCS in writing at PO Box 300, Mitcheldean, GL17 1DY by telephone on 0800 678 1100, by email to firstname.lastname@example.org or by going to www.fscs.org.uk.
12.1 You shall be liable to us for any loss or damage suffered by us as a result of any breach of these Terms and Conditions or the terms of any investment you make through The CAM Crowd.
12.2 We shall not be liable to you for any loss or damage which you may suffer as a result of being a member of The CAM Crowd or using the CAM services except where such loss or damage arises from our breach of these Terms and Conditions or was caused by our negligence, wilful default or fraud. We are not responsible for any breach of these Terms and Conditions arising from circumstances outside our reasonable control. Our total liability to you in connection with these Terms and Conditions, your membership of The CAM Crowd and your use of the services provided via the Website shall not exceed the amount of money you have invested giving rise to the liability.
12.3 Nothing in these Terms and Conditions shall limit our liability for personal injury or death, fraud, nor for any other liability, the exclusion or limitation of which is not permitted by applicable law or regulation.
12.4 When we make forward-looking statements, we will base them on reasonable assumptions, but we shall not otherwise be responsible for the achievement of such statements where they are outside of our control.
13. Intellectual property
13.1 Subject to clause 13.3 below, as between you and us, we own all present and future copyright, registered and unregistered trademarks, design rights, unregistered designs, database rights and all other present and future intellectual property rights and rights in the nature of intellectual property rights existing in or in relation to the Website.
13.2 If and to the extent that any such intellectual property rights vest in you by operation of law or otherwise, you agree to do any and all such acts and execute any and all such documents as we may reasonably request in order to assign such intellectual property rights back to us.
13.3 You shall retain ownership of all copyright in data you upload or submit to the Website. You grant us a world-wide exclusive, royalty-free, non-terminable licence to use, copy, distribute, publish and transmit such data in any manner.
14. Amendments to these Terms and Conditions
14.1 We may need to update or amend these Terms and Conditions from time to time to comply with law or to meet our changing business requirements. We may make such changes without your specific agreement where those updates are, in our reasonable opinion, of an immaterial and routine nature and may not always be able to give you advanced notice of such updates or amendments but we will always post them on our Website so you can view them when you next log in. By continuing to use the CAM service, you agree to be bound by the terms of any such updates and amendments.
15.1 These Terms and Conditions are governed by and to be construed in accordance with English law. In the event of any matter or dispute arising out of or in connection with these Terms and Condition, you and we shall submit to the non-exclusive jurisdiction of the English courts.
15.2 If any of these Terms and Conditions is found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the remainder shall, so far as possible, continue in full force and effect.
15.3 No single or partial exercise, or failure or delay in exercising any right, power or remedy by us shall constitute a waiver by us of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these Terms and Conditions or otherwise.
15.4 In the event of our insolvency, MangoPay will continue to hold your money pending investment, but will not facilitate any new investments. MangoPay will notify you of changes to reporting requirements in such event.
15.5 In the event of Cadogan’s or MangoPay’s insolvency, we shall attempt to find an alternative services provider to enable the continued provision of the services to investors.
15.6 We may exercise any of our rights or discharge our obligations under these Terms and Conditions in our own capacity or through any company or other legal entity which has all relevant legal authorisations, licences or permissions to discharge those functions. Other than MangoPay, which shall be entitled to exercise rights under these Terms and Conditions, no other person shall have rights to enforce terms under the Contracts (Rights of Third Parties) Act 1999.
If you have any questions about these Terms and Conditions, or wish to contact us for any other reason, you can contact us by telephone on: 020 3889 1610 or by email at email@example.com
APPENDIX Fee Table
Fees charged to the Issuer
We charge fees to the Issuer rather than to investors. Accordingly, these fees do not affect the interest rate due to investors on bonds and loan notes. The following is a summary of the types of fee we charge to issuers:
Due Diligence Fee
We may, in our discretion, charge an initial fee to the Issuer to offset our costs in carrying out the initial process of due diligence and verification of the Offer. These fees can be variable and are dependent on how much work we need to carry out and the size or complexity of the Issuer. Typically we would charge between £145 and £315 per hour.
We will generally charge 5% + VAT to the Issuer of funds it raises through us. The exact percentage will be agreed on an investment-by-investment basis, but if it is not 5%, this will be disclosed in the relevant Offer Document.
The Fundraising fee will be increased by 25% if the Issuer raises money directly from The CAM Crowd members without our consent.
We shall charge a fixed fee to Issuers for listing their securities for investment on the Website.
Management and Monitoring Fees
We charge ongoing fees to Issuers in respect of management and monitoring activities we undertake on behalf of investors and this includes our time as directors of the Issuer where applicable.
Innovative Finance ISA Management Fees
We may introduce investor fees if we offer the ability for them to hold their investments in an Innovative Finance ISA.
Bulletin Board Fees
If we introduce a Bulletin Board to enable investors to buy and sell investments between themselves, we will charge fees to the seller for this service. Details of the fees will be provided if and when we introduce the Bulletin Board.