Refer and Earn Terms and Conditions

1. INTERPRETATION AND ACCEPTANCE

1.1 These Referral Terms govern the rules relating to any referral by a registered User to a Prospective Client. By making any Introduction to any Prospective Client you are irrevocably deemed to have agreed to these Referral Terms.

1.2 Capitalised terms used herein but otherwise not defined shall have the meaning given in the General Terms.

1.3 The definitions and rules of interpretation in this clause apply in these Referral Terms. Introduction: the provision by you of a Referral Code to a Prospective Client. Introduce, Introduces and Introduced shall be interpreted accordingly. Introduction Date: for each Prospective Client, the date on which the Prospective Client registers with Crowd2Fund and enters the Referral Code on the Website. Introduction Period: for each Prospective Client, the period beginning on the Introduction Date and ending on the expiry of 12 months from the Introduction Date. Invested: in respect of a Prospective Client, where such Prospective Client pledged an amount in respect of a Campaign using the Crowd2Fund Website and that Campaign successfully closed during the Introduction Period. Investment and Invests shall be interpreted accordingly. Prospective Client: a person to whom Crowd2Fund has not at any time previously provided services, who is not a registered User, who is not listed on Crowd2Fund’s database and with whom Crowd2Fund has not been in contact before the Introduction Date. Referral Code: an alphanumeric unique code or unique URL provided to you by Crowd2Fund which you can provide to a Prospective Client. Use of the Referral Code by the Prospective Client identifies that the Prospective Client has been Introduced by you. Referral Fee: 2% (including VAT) of the amount Invested by a Prospective Client Introduced by you and who entered your Referral Code when he registered with Crowd2Fund (and for the avoidance of doubt not after such date). For the avoidance of doubt, the Referral Fee shall not include any administration fees or other fees charged by Crowd2Fund from time to time.

2. INTRODUCTIONS

2.1 Crowd2Fund authorises you on a non-exclusive basis to identify Prospective Clients for Crowd2Fund and to make Introductions of such persons in accordance with these Referral Terms.

2.2 You shall not hold yourself out as being authorised to bind Crowd2Fund in any way, and shall not do any act which might reasonably create the impression that you are so authorised. You shall not make or enter into any contracts or commitments or incur any liability for or on behalf of Crowd2Fund, including for the provision of any Services or the price for them, and shall not negotiate any terms for the provision of any Services with Prospective Clients.

2.3 You acknowledge and agree that in making an Introduction you must not make any inducement or offer to engage in investment activity to any Prospective Client. In particular this means that you must not provide any Prospective Client with any information on any Campaign that is not available to a non-registered user of the Website. You acknowledge and agree that any Prospective Client will be required to register with Crowd2Fund and complete a self-certification form and anti-money laundering compliance prior to being able to participate in any Campaign.

2.4 Where a Prospective Client is Introduced by you and the Prospective Client then introduces Crowd2Fund to a third party who purchases Services from Crowd2Fund you shall not, by virtue of such initial Introduction, be deemed to have Introduced the third party to Crowd2Fund.

2.5 In making an Introduction, you are an independent contractor, and nothing in these Referral Terms shall constitute the creation, establishment or relationship of partnership, joint venture or employer and employee between the parties.

3. REFERRAL FEE AND PAYMENT

3.1 You shall be entitled to a Referral Fee in the event that a Prospective Client Invests during the Introduction Period.

3.2 By no later than one calendar month after the end of the Introduction Period, Crowd2Fund shall notify you in writing of the amount of any Referral Fees due to you in respect of the Introduction Period.

3.3 Crowd2Fund shall credit the amount of any Referral Fee due to you to your MangoPay wallet held with Crowd2Fund. For the avoidance of doubt, you shall not be entitled to receive a Referral Fee if you do not hold a valid active account with Crowd2Fund and/or Mangopay at the date on which Crowd2Fund seeks to credit the Referral Fees to your account.

3.4 If any dispute arises as to the amount of Referral Fees payable by Crowd2Fund to you, the same shall be referred to Crowd2Fund’s accountants for settlement and their decision, save in the case of manifest error, shall be final and binding on both parties.

3.5 Receipt of a Referral Fee is taxable as income in your hands. You are solely responsible for declaring receipt of any Referral Fee to HMRC and for paying any tax due thereon.

4. TERM AND TERMINATION

4.1 Without prejudice to any rights that have accrued under these Referral Terms or any of its rights or remedies, Crowd2Fund may at any time terminate these Referral Terms by giving you no less than one month’s written notice.

4.2 Termination of these Referral Terms, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.

5. GENERAL

5.1 These Referral Terms constitute the entire agreement between the parties in relation to any Introduction and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.

5.2 Each party acknowledges that in entering into these Referral Terms it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Referral Terms. No party shall have any claim for innocent or negligent misrepresentation based upon any statement in these Referral Terms.

5.3 Nothing in this clause shall limit or exclude any liability for fraud.

5.4 No variation of these Referral Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

5.5 These Referral Terms are personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust of or deal in any other manner with any of its rights and obligations under these Referral Terms without the prior written consent of the other party.

5.6 No failure or delay by a party to exercise any right or remedy provided under these Referral Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

5.7 If any court or competent authority finds that any provision of these Referral Terms (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Referral Terms shall not be affected.

5.8 No person other than a party to these Referral Terms shall have any rights to enforce any term of these Referral Terms.

5.9 These Referral Terns and any dispute or claim arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the law of England and Wales.

5.10 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Referral Terms or their subject matter.