For ease, the Terms are split into three sections which are binding on you and incorporated into the full Terms as applicable:
- General Terms & Conditions
- Borrower Terms & Conditions
- Investor Terms & Conditions
- Co-Funder Terms & Conditions
General Website Terms & Conditions
1. INFORMATION ABOUT US
The Site is operated by Saxon Trust Ltd in relation to our services that are not regulated by the Financial Conduct Authority and by ST Investment Services Ltd in relation to the investment activities offered on the site into Saxon Trust share investments. ST Investment Services Ltd is an appointed representative of Capital Plus Partners Ltd which is authorised and regulated by the Financial Conduct Authority (189495). All Saxon Trust companies are registered in England & Wales with registered addresses Station House, Station Road, London SW13 0HT. References to “Saxon Trust” within these Terms are reference to the relevant Saxon Trust company applicable to the service.
2. ACCESSING OUR SITE
Access to the Site is permitted by us on a temporary basis and we reserve the right to withdraw or vary the Site without notice. We will not be liable for any loss, damage, costs, expenses or any other thing whatsoever (including special damages and consequential loss) (together “Damages”) if the Site is unavailable at any time or for any period.
We reserve the right to restrict your access to the Site from time to time for any reason.
You are responsible for the security of your login details and you must ensure that any persons who accesses the Site through your login or internal connection are aware of the Terms and agree to be bound by them. We shall not be liable for any Damages caused by unauthorised access to the Site using your login save in the case of our own gross negligence.
3. OVERSEAS USERS
The Site is only intended for use by people resident in the United Kingdom and, subject to clause 3.2 below, any investors from other jurisdiction warrant that they agree with the terms of this clause.
The Site is not to be accessed from the United States of America and may not be used by any resident of the United States of America. No offer made on the Site is intended or authorised to be made inside or to any resident of the United States of America.
Persons who are resident in, or citizens or nationals of, jurisdictions outside the United Kingdom or who are nominees of, or custodians, trustees or guardians for, citizens or nationals of such jurisdictions (“overseas shareholder”) may be prohibited or affected by the laws or regulatory requirements of the relevant overseas jurisdiction. Such overseas shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of any overseas shareholder wishing to subscribe for an Investment advertised on the Site to satisfy himself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with the subscription, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes or duties due in such jurisdiction.
It is the responsibility of any overseas shareholder to meet any taxes, charges, banking fees, currency exchange fees, fx rate charges or any other costs in making a subscription through the Site and we reserve the right to refuse to issue shares to an overseas shareholder until the relevant subscription amount is received in full in pounds sterling in our client account.
4. SITE CONTENTS
Any information, commentary, figures, percentages, indications, estimations or any other material contained on the Site are not intended to be financial advice to you and you are solely responsible for seeking your own independent financial advice and satisfying yourself with your own due diligence before investing through the Site.
5. OUR LIABILITY
The material displayed on the Site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude:
All conditions, warranties and other terms that might otherwise be implied by statute, common law or the law of equity;
Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results or the use of this Site, any websites linked to it and any materials posted on it, including, without limitation any liability for:
Loss of income or revenue;
Loss of business;
Loss of profits or contracts;
Loss of anticipated savings;
Loss of any other opportunity;
Loss of data;
Loss of goodwill;
Wasted management or office time; and
For any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
Any limitations contained in this clause 20 do not limit our liability for death or personal injury arising from our negligence, nor our liability for fraud or fraudulent misrepresentation, nor any other liability which cannot be excluded or limited under applicable English law.
Where the Site links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
You acknowledge and agree that:
We are making no warranty or representation as to the ability of the Investment to pay and its credit risk and we are not underwriting any debt or credit risk of the Investment and will not be liable in any way;
You are investing entirely at your own risk and by investing confirm you have sought independent advice and conducted your own due diligence;
You agree to keep confidential and not to use, disclose or communicate any and all content of the Site (except in the course of obtaining professional advice in respect of the same or with our written consent or as required by law). This restriction will continue to apply after any termination of membership;
Calculations or financial indications provided on the site are for guidance purposes only and are not guaranteed;
The information on the Site does not constitute advice, recommendation or an endorsement of investment requests or investment vehicles. The information is not intended to be relied upon as a sole basis for deciding whether or not to invest in an Investment;
We make no representation or warranty as to the accuracy of any data displayed on an investment page, nor whether it is up to date or error free; and
We do not guarantee that there will be sufficient bids to fully fund an investment in an Investment or that there will be sufficient investments for you to invest in.
7. INTELLECTUAL PROPERTY RIGHTS
We are, and you acknowledge and agree that we are, the owner or licensee of all intellectual property rights in the Site, and the material published on it (including the Saxon Trust logo and branding). These rights are protected by copyright laws and treaties around the work and all such rights are reserved.
You are not authorised to copy or download any extracts from the Site unless expressly authorised by us to do so.
No warranty is given by us that the contents of the Site do not infringe the rights of any third party.
8. VIRUSES, HACKING AND OTHER OFFENCES
You must not misuse the Site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful (together “Viruses”). You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to the Site. You must not attack this Site via a denial-of-service attack.
By breaching this provision, you may 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 rights to use the Site will cease immediately.
We will not be liable for any loss or damage caused by a denial-of-service attack or Viruses that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Site or to your downloading of any material posted on it, or on any website linked to it.
9. INFORMATION ABOUT YOU AND YOUR VISITS TO OUR SITE
You agree and confirm to us that you accept and authorise us to serve any written communication on you electronically using the email address associated with your membership of the Site. You agree to this electronic means of communication in respect of the Site and any Investment you have invested in and you acknowledge that all contracts, notices, information, documents and other communications in relation to your Investment that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
In addition, you agree and confirm that we may contact you by telephone or other means (including SMS) to inform you about your investments and changes to the service. You have the right to opt out of any or all these communications at any time by contacting us in writing at [email protected].
All notices served on us must be in writing and served on us at our address registered with Companies House from time to time. We do not accept any notice electronically or by fax.
12. Notices will be deemed to be received:
Four clear business days after posting by recorded, special or registered post by Royal Mail;
When received by a statutory director of Property Moose if posted by any other means.
No failure or delay by a party to exercise any right or remedy provided under this agreement 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.
14. NO PARTNERSHIP OR AGENCY
Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
15. ASSIGNMENT AND VARIATION
15.1. Your account with Saxon Trust is non-transferable, and the provisions of this agreement shall not be assigned, transferred, mortgaged, charged or otherwise encumbered without the written consent of Saxon Trust.
16.1. If any of these terms and conditions or any provisions of any other document featured on the Site are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
17. ENTIRE AGREEMENT
These Terms constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of any contract.
We each acknowledge that neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these terms and conditions or the documents referred to in them.
Each of us agrees that our only liability in respect of any representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract.
Nothing in this clause limits or excludes any liability for fraud.
18. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS
We have the right to revise and amend these Terms from time to time.
You will be subject to the policies and terms and conditions in force at the time that you apply to become a member, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the membership acceptance (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the services we provide or services provided by members of our group).
19. LAW AND JURISDICTION
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
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 this agreement or its subject matter or formation (including non-contractual disputes or claims).
Borrower Terms & Conditions
20. STATUS OF SAXON TRUST LOANS
Saxon Trust provides loans to borrowers for the purposes of business only and does not provide regulated mortgages or loans.
By taking a loan from Saxon Trust, you are warranting that the funds are used by the borrower for the purpose of business only and not by an owner-occupier.
Any property that is provided as security is at risk should you fail to keep up repayments on mortgage loans or fail to comply with the terms of a loan.
21. WEBSITE CONTENTS
The information provided on the Site in relation to borrower loans is for information purposes only and should not be relied on. The final loan terms that apply to any borrower loan are set out in the legal agreements in respect of the loan.
Nothing within the Site constitutes as offer that is capable of being accepted.
22. INFORMATION PROVIDED
When providing information to Saxon Trust through the Site or through any other means, this is recorded and used as part of our assessment of applications and borrower’s suitability for loans.
The accuracy of the information is important and you should ensure that you provide true and accurate information to us at all times.
When making an application for a loan, you will be required to complete an application form and provide certain undertakings and warranties in relation to the information you provide. This application form contains certain clauses and statements that are binding on you.
Investor Terms & Conditions
23. GENERAL INVESTOR TERMS
Investors are users of the Site and other individuals who make investments in shares issued by Saxon Trust (or group or associated company). This activity is operated by ST Investment Services Ltd which is an appointed representative of Capital Plus Partners Ltd which is authorised and regulated by the Financial Conduct Authority (189495).
The Site provides you with information on investments, which, should you decide to do so, you may invest in on the terms shown on the Site (an “Investment”). We do not and are not providing any advice on the quality or viability of any Investment and we do not provide general or specific investment advice. Any decision to invest in an Investment advertised on the Site is solely your own and you must only do so after conducting sufficient due diligence and seeking your own independent advice. Please remember, property prices and investments in general can go down as well as up and any estimated, targeted or other specified yields or returns are purely indicative based on our estimations of the market and expected returns. Unless otherwise specified, any yields or returns are not guaranteed by us and are subject to the performance of the property market.
24. ACCESS TO INVESTMENTS ON THE SITE
Investments and any material, information and web pages in relation to Investments are only available to individuals (“Investment Clients”) who confirm that they are either:
a high-net worth individual in accordance with COBS 4.12.6.R of the FCA Handbook;
a sophisticated investor in accordance with COBS 4.12.8 R of the FCA Handbook;
a professional client in accordance with COBS 5.5.1 R of the FCA Handbook; or
any other individual being advised by an FCA approved financial advisor.
By accessing the Investment pages of the Site, you are warranting to us that you meet one of the requirements of access set out in paragraph 24. If you do not meet one of these requirements, you should immediately exit and cease from using the Investment parts of the Site.
25. FINANCIAL PROMOTIONS
The content of the Site in relation to Investments has not been approved by an ‘Authorised Person’ under Section 21 of the Financial Services & Markets Act 2000 as they are for professional, advised, high-net worth and sophisticated investors only.
26. INVESTMENT CLIENT REGISTRATION
By using and/or registering with the Site, you confirm and warrant to us that:
You fully understand accept and agree to be bound by the Terms and our privacy statement which can be found on the Site and have fully read and understood our risk warning which can be found on the Site;
You are eighteen years of age or older;
You are legally capable of entering into binding contracts in your own capacity and no other authorisation or permission is required to enable you to do so;
You are resident in the United Kingdom and are accessing the site from the United Kingdom, or, you have read and agree to the terms of clause 3 above;
You are not a resident of the United States of America; and
Your source of funds invested are personal income, savings or investment returns.
You agree that you shall comply with such identification and other anti-money laundering requirements that we may from time to time require. In particular, we may require identification of investors and information about the sources of funds being provided by the investor in investments Saxon
Trust considers in its sole discretion to be substantial.
You may only invest in an investment in your own name and shall ensure that all orders for shares made through the Site are made exclusively on your own behalf.
27. CLIENT CATEGORISATION
All investors will be classified as retail clients unless they expressly request to be treated as elective professional clients and can meet the relevant requirements of the FCA COBS sourcebook. As such all investors have the benefit of the usual complaints procedures afforded to clients of authorised firms. investors may refer any complaint to the Financial Ombudsman Service. However, investors may not make a claim to the Financial Services Compensation Scheme in the event that the company or an investment vehicle fails.
You acknowledge that Saxon Trust will not supply any additional confirmations of any orders, and or resulting transactions, and that the investment confirmation email shall be sufficient and adequate reporting of the service of arranging the reception and transmission of orders and the arranging of resulting transactions, provided by Saxon Trust in accordance with the FCA Handbook, Conduct of Business Rules, Rule 16.1.1, and hereby consents to the same.
Only those potential investors who are High Net Worth Individuals or Sophisticated investors are permitted to receive the financial promotions relating to, and invest in, the companies shown on the Site. If you do not fall within one of these categories you will not be permitted to invest via the Site.
28. INVESTMENT RISK
You should be aware that investing through the Site will result in your Investment being held by a nominee company on your behalf and on trust for you as your nominee. The nominee structure is described in more detail in clause 15 below.
Investing in shares is high-risk and you should ensure that you read the full risk warning which can be found at www.saxontrust.com/risk-warning before investing.
Shares issued by Saxon Trust are freely tradable but are not listed on any secondary exchange and so should be treated as illiquid. When requesting a redemption of the shares, Saxon Trust will do all that it can to facilitate a redemption as soon as possible but this will always be based on capital being available from either (i) repayments of loans by borrower or (ii) free capital within the relevant company that has issued the shares. There can be no guarantee as to the speed of redemption after such a request is made.
29. OUR CHARGES
We do not charge any fees for investing via our general investment account save in relation to any third party charges that may be payable on the withdrawal of funds to certain bank accounts or countries which shall be payable by the Investment Client.
You acknowledge that ancillary charges, costs or fees may be payable to third parties (which may include a company associated with Saxon Trust) in connection with the Investment and acknowledge that such charges or fees are not associated with these terms. You warrant to Saxon Trust that you shall pay any such fees or charges on demand and shall indemnify and hold Saxon Trust harmless against any loss, liability, cost or expense it may occur resulting from the same. You irrevocably authorise and instruct Saxon Trust to deduct (as settlement) any sums payable by you to us in accordance with these Terms from any amounts to which you are entitled to receive out of any distribution (including but not limited to any dividends) by the Investment or any sale proceeds generated by the sale of your interest in the Investment.
Should your account with Saxon Trust become dormant which is defined as you failing to have any interaction with Saxon Trust after we attempt to contact you for a period of 90 days, we will incur administration costs in maintaining the account which shall be payable by the Investment Client. These shall be fixed at £50 per quarter (plus any VAT payable at any time) and you provide your irrevocable authority that we may deducted such sums from the proceeds of any investment you hold with us before payment is made to you. This charge shall be waived if no investments or sums are held with Saxon Trust but we are then entitled to close the account without further notification.
30. INVESTMENT PROCESS
When investing you are required to select the relevant investment as outlined on the Site and undertake and warrant that you have read and accept the investment specific terms and conditions provided with the investment.
Once an investment has been selected, you will be required to pay the relevant investment sum through a bank transfer or debit card payment. Details of the terms in relation to Payments are set out in clause 37 below.
Investment Clients will be contacted via email using the address associated with that investor’s account with Saxon Trust. You are responsible for ensuring that these emails can be received by your email provider and our obligation to communicate with you is only to send the email to your registered email address.
Important documents in relation to your investment may be made available to you within your Saxon Trust account but you should ensure that you retain any important documents yourself within your own files.
31. ASSOCIATED PARTIES
You acknowledge that:
our affiliates, and/or the proprietors, officers or employees of Saxon Trust and/or such affiliates may consider expressing an interest or subscribing for an Investment. If you become aware of this, you agree not to rely upon the same in making a decision whether to invest in an Investment, and you confirm that any decision to invest in an Investment is not based upon any representation, information, action, omission or otherwise of Saxon Trust, its subsidiaries or affiliates or the proprietors or employees of Saxon Trust, its subsidiaries or its affiliates;
our affiliates, and/or the proprietors, officers or employees of Saxon Trust may seek to list or sell shares in an Investment on the platform for such price as they may set. Such Investments will be subject to the same rigorous due diligence as any other Investment, the results of which will be provided to you within a listing in the usual way.
Members are encouraged to ensure that arrangements are put in place for their next of kin to be informed of their order and the Saxon Trust process, and that instructions are provided to enable the member’s order to be withdrawn before it is converted to a irrevocable order on the occurrence of the member’s death, insolvency or incapacity. Saxon Trust accepts no responsibility or liability for orders not being withdrawn before being converted to a firm order through the failure of the member to put in place such an arrangement, or the failure of the next of kin to communicate a withdrawal.
32. INVESTMENT STRUCTURE
When investing with Saxon Trust, your investment will be made in the form of an equity investment in shares. This will be detailed within each Investment listing.
You will receive an investment receipt via email in respect of your investments.
When investing in “Income” shares, these will pay a up to a fixed dividend payment annually on a set date per year. Dividends are only payable subject to the company having sufficient distributable profits and cash balances at the point the dividend is made and therefore the amount of dividend paid in a specific year may vary from another year. Should the full dividend not be paid in a year, the company will roll over the outstanding dividend amount and pay it the following year.
When investing in "Accumulation" or "Capital Growth" shares, these will not pay any dividend but the value of the shares will increase each year by the specified amount. When the shares are redeemed, this increased value will then be paid back as a capital gain.
All returns are subject to performance of the company and its underlying borrower loans and not guaranteed by any other party or by Saxon Trust.
33. SHARE OWNERSHIP
When investing with Saxon Trust, you receive an interest in the Investment via the issue of shares. These shares will be held by ST Investment Services Ltd (the "Nominee") on your behalf and on trust for you as your nominee.
By investing with Saxon Trust, you authorise and agree that the Nominee shall hold the shares on your behalf in accordance with a Declaration of Trust a copy of which can be provided on request. The Nominee shall be entitled to rely on your instructions at any time and act accordingly and you agree to indemnify the Nominee against any claims, losses, expenses, costs, actions or any other things incurred or caused by the Nominee acting on your instructions. Nothing in this clause shall limit the Nominee’s liability to you for fraud or its own gross negligence.
For the avoidance of doubt, the Nominee is a mere nominee, in whose name your Investment shares will be held in accordance with your direct instructions. It will not (and cannot) make any decisions on your behalf, or take any action without instructions given in accordance with these Terms. If you have any questions please get in touch with the team at [email protected].
The Nominee shall, via the Site, keep you updated on your investment by in-Site messages, emails, telephone calls and SMS as necessary from time to time and you confirm and authorise the Nominee to conduct such communication at any time.
34. KEY DOCUMENTS
You acknowledge that the Investments are made on the basis of certain documentation such as articles of association of a company, loan note instruments and certain security documentation (without limitation). These documents contain certain obligations and restrictions and you confirm that you will review all key documents before investing and contact Saxon Trust if you have any questions before investing. The Key Documents can be found on the website.
35. REGULATION AND LIABILITY
You acknowledge and accept that you must make your own assessment of the viability, accuracy and prospects of the Investments and any relevant investment propositions and should consult your professional advisers should you require any assistance in making such an assessment or should the investor require any services whatsoever in connection with Saxon Trust. In particular, the attention of the investors is drawn to the disclaimer, risk warning and regulatory notice on the Site.
You acknowledge that Saxon Trust does not provide any financial advice or personal recommendations in relation to investments.
You are responsible for any taxation payable in respect of any payments you receive from us or the Site and you indemnify us against any taxes, charges or claims made against us in respect of the non-payment of your individual tax and other social security liabilities.
37. CLIENT MONEY
We accept payment by debit or credit card in British pounds sterling. All third party conversion or transfer fees in respect of currency exchanges shall be borne by the investor.
Any investment funds transferred in respect of an Investment will be held in a segregated client account held with LemonWay (the "Client Account") until the point the investment shares are issued when the funds will be transferred to the company issuing the shares.
You acknowledge that no interest will be paid on any sums in the Client Account. To avoid banking charges being passed on to the Investment, Saxon Trust may from time to time receive interest payments in respect of the Client Account and you agree and undertake that Saxon Trust shall be under no obligation to pass on such interest payments to you.
All payments made to you from time to time will be made to your Saxon Trust account and such sums shall be held in the Client Account on your behalf until you either (i) re-invest the monies, or (ii) request that such monies be withdrawn and paid to you via electronic bank transfer. Such payment to you may incur additional fees for same day transfers (if requested by you).
Co-Funder Terms & Conditions
Co-funding is the term used to describe the advancing of money by “Co-Funders” to a Saxon Trust group company for the purpose of providing Saxon Trust with funds that are used for the onward lending to borrowers on different terms.
Co-funding activity is not a regulated activity under the rules of the Financial Conduct Authority and any Co-funding is operated by the relevant Saxon Trust company conducting the co-funding activity.
Individual offers will be made to approved individuals who may chose to contribute to a co-funding opportunity via the Site or directly with Saxon Trust.
Only individuals who have executed a Co-funding Agreement with Saxon Trust will have access to view Co-funding opportunities. A Co-funding Agreement is available within the Site or by request to [email protected].
Due to the desire of Saxon Trust to work with Co-funders with sufficient knowledge and experience of lending, we may also undertake other checks before approving an individual as a Co-funder. We are under no obligation to approve anyone and any approval is at our sole discretion. We may also retract any approval previously given at any time.
As Co-funding is not regulated business, it is not subject to the provisions of the FCA Conduct of Business Sourcebook and, as such, no communications, webpages or other information in relation to Co-funding will be or has been approved as a financial promotion by an Approved Person. Co-funders are also not classed as eligible complainants in relation to the Financial Ombudsman Scheme.
Co-funding involves lending money to Saxon Trust entities for the purpose of onward lending on specific borrower loans. Such loans to Saxon Trust are only repayable subject to the performance of the underlying borrower loan and Saxon Trust nor any other party has any other obligation to re-pay any sums if an underlying borrower loan fails to repay all of the capital or the interest due. Co-funding should be considered high risk and you should read the full risk warning before making any Co-funding loans – www.saxontrust.com/risk-warning.