Terms and Conditions

Please read the below terms and condition (the Terms) before using the Platform and the Services.

These Terms may be updated from time to time so you should check the Terms each time an Investment is made via an Offering.

Offerings for Investment are not offers to the public and Investments can only be made by You and other participants in the Platform on the basis of information provided in the Offerings by the companies concerned.

Acorn Property Invest do not provide advice or recommendations with respect to any aspect of Investments conducted through the Platform, other than information on the technical use of the Platform. This means, among other things, that Acorn Property Invest do not give You any investment, financial, legal, taxation or other advice in connection with any Investments You make through the Platform, and nothing on the Platform or in any communications Acorn Property Invest send to You is intended to constitute advice or a recommendation. If You need or want advice, You should consult an appropriate professional investment, financial, legal, taxation or other advisor.

Your attention is drawn to the Risk Warnings set out in these Terms.

1. DEFINITIONS AND INCORPORATION

The following definitions and rules of interpretation apply to these Terms:

1.1. Definitions

Acorn Property Invest: is a fundraising division of Acorn Property Group which is a group of private limited companies which develop and own property in England and Wales.  One of its associated companies, which manages the marketing, is Property Services South West Ltd, a registered company in England and Wales (CRN 06396105), whose registered office address is 29 York Street, London, England, W1H 1EZ.  “Acorn Property Invest”, “Acorn” and “Acorn Property Group” are not legal entities but the trading names of a group of limited companies. Each Offering Company is responsible for its own liabilities. 

Agent: has the meaning given to it at 3.7. 

Applicable Laws and Regulations: all laws, rules and regulations applicable from time to time in England and Wales in relation to these Terms.

Constitutional Documents: the articles of association of the Offering Company or any other constitutional documents relating to an Investment.

Cooling Off Period: as defined at 6.11.

Confirmation Email: an email sent to You as defined at 6.8.

Conflicts of Interest Policy: the conflicts of interest policy required under FCA Rules and issued by Acorn Property Invest from time to time to which Your use of the Services and Platform is subject.

Body Corporate or Partnership: means either i) a corporation consisting of a body of persons legally authorised in its jurisdiction of incorporation to act as one person, while being distinct from that person; and/or ii) a formal partnership relationship which subsists between two or more persons or other corporations carrying on business in common with a view to gain.

EIS: the enterprise investment scheme as defined under the Income Tax Act 2007 (and as the same may be amended or updated from time to time).

Eligible Claimant: means an "eligible claimant" for the purposes of receiving compensation under the Financial Services Compensation Scheme, as defined in the FCA Rules, as currently set out at COMP 4.2.1 of the Compensation FCA Handbook. 

FCA Rules: FSMA, all secondary legislation implemented thereunder, rules and regulations promulgated by the FCA or any successor or replacement regulatory body responsible for the regulation of Acorn Property Invest's business, and any other financial services and/or financial conduct laws or regulations applicable to Acorn Property Invest. 

FSMA: the UK Financial Services and Markets Act 2000.

HMRC: HM Revenue and Customs.

Insolvency Event: means in relation to You:

1) where You are a natural person, the making of a receiving order in bankruptcy against You by the due process of law of any country or You making or proposing any composition with Your creditors or otherwise acknowledging Your insolvency, or You being adjudicated bankruptcy or adjudicated or declared insolvent by the due process of law of any country; or

2) where You are a Body Corporate or Partnership, the presentation of a petition or application for the making of an order to, or the making of an order by, any court of competent jurisdiction for, or the passing of an effective resolution for, Your liquidation, winding-up, dissolution, administration or re-organisation (in circumstances only where You are unable to pay Your debts as they fall due and/or is balance sheet insolvent) or the levying of any distress, execution, sequestration or other process on or which affects any of Your property or assets or the appointment of an administrator, administrative receiver, receiver and manager, receiver, trustee or similar officer of the company or any part of Your assets or if any person gives written notice of its intention to appoint an administrator or files such a notice with the court, or the commencement of negotiations or a proposed voluntary arrangement by You with Your creditors or any analogous procedure or step is taken in any jurisdiction.

Investment: proposed or actual investments (as the context permits) by You in investments in or offered by the Offering Company.

Investment Agreement: means the investment agreement entered into between You and the Offering Company setting out the terms of Your Investment in the Offering Company

Notice: Notice to be served by You on the Company in writing during the Notice Period.

Notice Period: 60 (sixty) days prior to maturity of Your Investment

Offering: an investment proposition made by the Offering Company via the Platform.

Offering Company: a body corporate that has made an Offering available to You through the Platform.

Platform: the website located at app.acornpropertyinvest.com

Privacy Policy: the privacy and data protection policy issued by Acorn Property Invest from time to time and made available at acornpropertyinvest.com/privacy-policy/

SEIS: the seed enterprise investment scheme as defined under the Income Tax Act 2007 (and as the same may be amended or updated from time to time).

Services: the services provided by Acorn Property Invest relating to the arranging providing and management of Investments and made available via the Platform. 

Subscription Price: means the price paid for the Investment product

Working Day: any day other than a Saturday or a Sunday or a public or bank holiday in England 

You: being a private individual or body corporate user of the Services and Platform

1.2. In the event of a conflict between these Terms, Your Investment Agreement and any prospectus or information memorandum on an Offering, these Terms shall take priority.

1.3. By agreeing to these Terms, You further confirm that You have also agreed and acknowledged:

1.3.1. that these Terms apply to all Investments made on the Platform from time to time;

1.3.2. any risk warnings and disclaimers on all Offering pages and Investment Agreements (as the same may be updated from time to time);

1.3.3. the Privacy Policy;

1.3.4. any terms of use for or end user licence agreement for the Platform issued by Acorn Property Invest; and 

1.3.5. that the Investments made available from time to time are not offers to or open to the public in any jurisdiction and Your agreement to these Terms signifies that You agree that the offer was not open to the public in any jurisdiction.

1.4. If You are a Body Corporate or Partnership, then any reference to "You" in these Terms which relates to taking a particular action through the Platform or doing anything else that only a natural person can physically do, shall be read as a reference to Your Agent doing so on Your behalf, while any other reference to "You" shall be read as a reference to You as a body corporate.

1.5. These Terms do not incorporate, nor are they to be construed alongside or as additional to any legal agreement (or Investment Agreement) presented on an Offering (which may be with the Offering Company rather than Acorn Property Group) specific to a particular Investment. It is recommended that You obtain separate legal advice in relation to any legal agreement forming part of an Investment.

1.6. A reference in these Terms to shares shall, where the context admits, be construed as including a reference to equity securities or units forming all or part of an Investment.

2. AMENDMENTS

2.1. Acorn Property Invest may amend these Terms from time to time, for example to make them easier to understand, to comply with legal or regulatory requirements, to keep up with industry developments, reflect changes to Acorn Property Invest's business, products, or services, or in respect of matters that do not affect Your material contractual rights.

2.2. Acorn Property Invest make a change that affects any of Your material contractual rights. You will be served notice of such amendment or amendments before they take effect with respect to You. Such notification may occur by email, by notice to You on the Platform or by other means allowed in these Terms.

2.3. If Acorn Property Invest provide You such notice and You do not object to an amendment by the means given in the notice, You will be deemed to have agreed to the amendment.

3. REGISTRATION

3.1. In registering on the Platform You represent, warrant and undertake that:

3.1.1 You are any of:

(a) a natural person who is 18 years of age or over; 

(b) a legal person, including a limited company, a limited partnership, a limited liability partnership, or other form of legal entity; or

(c) a partnership or unincorporated association, including a fund that is not structured as a legal person;

3.1.2 Your entry into these Terms, participation in the Investments and/or use of any of the Services does not violate any laws or regulations applicable to You and doing so is legal in Your country of residence;

3.1.3 all information provided by You or on Your behalf during the signup process or at any time thereafter was, when given, and remains, accurate and truthful in all respects; 

3.1.4 You are not a U.S. person (as defined by the Internal Revenue Service of the United States) and are not acting for the account or benefit of any U.S. person, and that You are not located or resident in the United States; and 

3.1.5 You are in compliance with all applicable anti-money laundering laws or regulations applicable in Your country of residence and also in England and Wales.

3.1.6 You have provided Acorn Property Invest with:

(a) Your full legal name;

(b) Your current address;

(c) Your valid and regularly checked email address; and

(d) any other information requested by Acorn Property Invest;

3.2. You undertake to keep the information provided to Acorn Property Invest (including but not limited to that set out in 3.1.6 above) up to date and to promptly notify Acorn Property Invest of any changes. 

3.3. In connection with the warranties set out at 3.1 above, Acorn Property Invest may at any time and on notice require that You provide evidence reasonably satisfactory to it of Your age, Your legal status and Your country of residence.

3.4. Any email address supplied under 3.1.6 above will be verified by means of a verification email at any time. If You provide a temporary or otherwise artificial email address this may result in Your account being suspended or terminated and/or any Investments cancelled;

3.5. You shall comply with such identification and other anti-money laundering requirements that Acorn Property Invest may from time to time require.

3.6. You may only register with the Platform once. You may not attempt to create multiple accounts for yourself by using different email addresses or other identifying information. If You attempt to do so, Your use of the Platform and/or Services and any Investments may be terminated by Acorn Property Invest.

3.7. If You are a Body Corporate or Partnership, You must designate at least one natural person to take actions on Your behalf (an Agent). Should You wish to replace Your Agent at any time, You may do so by having either the outgoing Agent or one of Your directors or officers notify Acorn Property Invest. Your Agent is not an individual user of the Platform and Services (except to the extent that they  join separately as such) and only have rights and obligations under these Terms to the extent that they are, or purport to be, acting for You.

4. AUTHORISATION AND CATEGORISATION

4.1. You may only use the Services to make Investments if You are authorised by Acorn Property Invest to do so.

4.2. In order to be authorised by Acorn Property Invest  to use the Services, You must meet the criteria as lead out at https://www.legislation.gov.uk/uksi/2005/1529/schedule/5/made and then self-certify either as a "high net worth investor", a "self-certified sophisticated investor".

4.3. You warrant that any certification or declaration made pursuant to 4.2 above is truthful, honest and complete.

4.4. From time to time Acorn Property Invest may ask You to re-confirm any self-certification or provide evidence supporting Your self-certification.

4.5. At all times You warrant that, in Your view, You have the experience, expertise and knowledge to understand the risks involved in, and make Your own investment decisions about, Investments in businesses of the type displayed on the Platform. 

4.6. If You wish to change Your certification You must immediately notify Acorn Property Invest to request a different certification.

4.7. The decision whether to authorise You to act as an investor is at Acorn Property Invest's sole discretion, and notwithstanding the authorisation processes set out in these Terms, Acorn Property Invest may decide for any reason or no reason not to authorise You.

4.8. Acorn Property Invest  reserve the right to revoke any authorisation given to You under these Terms if at any time it reasonably believes You no longer meet the certification requirements set out above and/or that You do not, or no longer, have the experience, expertise and knowledge to understand the risks involved in, and make Your own investment decisions about, Investments.

5. FEES AND COSTS

5.1. Acorn Property Invest may charge additional fees in relation to each individual offering, any such fees and costs associated with an Offering, will be made available on the Platform and on the relevant Offering promotional material in advance of Your placing an order of an Investment in the relevant Offering Company. 

5.2. You acknowledge that ancillary charges or fees may be payable by You to third parties and to the Offering Companies directly in connection with an Investment, and acknowledge that such charges or fees are not associated with these Terms. You warrant and undertake to Acorn Property Invest that You shall pay such fees or charges and You indemnify Acorn Property Invest against any loss, liability, cost or expense resulting from the same.

5.3. There are no costs associated with registering with the Platform and the ongoing maintenance of Your Acorn Property Invest wallet.

6. INVESTMENT PROCESS

6.1. You will have the opportunity to invest in some or all of the Investments available from time to time on the Platform.  

6.2. You will be entitled to place a revocable order to purchase Investments in respect of any Offering on the Platform for a period ending on the date specified by the Offering Company in the Offering. At the same time, i) You will also be presented with an Investment Agreement in respect of the proposed Investment. You must execute the Investment Agreement on or before the placement of a revocable order; and ii) we will provide You with bank account details into which You must transfer Your Subscription Price

6.3. The Investment Agreement sets out the terms on which You purchase the Investment being offered by an Offering Company. The terms of the Investment Agreement will govern Your relationship with the Offering Company and are to be read in conjunction with these Terms. In the event of any conflict these Terms will prevail.

6.4. The operative provisions of the Investment Agreement shall be conditional only on i) the Offering being successful; and ii) conclusion of the Cooling Off Period in relation to your order. 

6.5. The Investment Agreement is between You and the Offering Company such that the offer from the Offering Company is to You and not to Acorn Property Invest. The Offering Company may accept or reject any order up until expiry of the Cooling Off Period.  

6.6. Acorn Property Invest reserves the right to end, extend or alter an Offering in its absolute discretion.

6.7. You shall put in place payment arrangements to ensure that the Subscription Price is paid in accordance with the terms of the Investment Agreement.

6.8. If your application for an Investment is confirmed, the Offering Company will instruct Acorn Property Invest to circulate a copy of the application  to You by email (the Confirmation Email). This email will also set a time period during which the Offering Company (or Acorn Property Invest) may decide to cancel Your Investment  or the Offering. 

6.9. If there is no cancellation request pursuant to 6.8 within the time period set out in the Confirmation Email, Your application to invest in an Investment will be deemed to be unconditional and the Offering Company will accept Your order of the Investment. 

6.10. Such an order will become a legally binding contract to invest between the Offering Company and You upon expiry of any Cooling Off Period, with completion of the order and the Investment Agreement becoming unconditional subject to the completion conditions as follows:

6.10.1 there being no actual or contemplated material change to the Offering Company prior to the issue of the Investment to You;

6.10.2 the Offering Company receiving payment from You and all other investors via the Platform;

6.10.3 payment of all fees and commissions due from Offering Company to Acorn Property Invest; and

6.10.4 Acorn Property Invest determining, in its absolute discretion, that the investment amount confirmed or received is adequate in the circumstances.

6.11. You may withdraw your order and withdraw from an Investment Agreement within 14 (fourteen) days of your placement of an order on the Platform made pursuant to 6.2 (the Cooling Off Period). This must be done by sending an email to investor.services@acornpg.com. If for any reason Acorn Property Invest does not receive an email pursuant to this clause, otherwise than as a result of fraud or gross negligence by Acorn Property Invest, Acorn Property Invest shall not be liable to You or the Offering Company for any losses, claims or damages suffered by You, and Acorn Property Invest shall be entitled to proceed on the assumption that You wish to proceed with the Investment.

6.12. Acorn Property Invest has absolute discretion to determine whether the conditions set out in 6.10 above are satisfied at any time during the completion process. If Acorn Property Invest determines that a condition is not satisfied, Acorn Property Invest may in its absolute discretion:

6.12.1 recirculate a Confirmation Email to You and other investors, to include, as required by Acorn Property Invest, the relevant Constitutional Documents of the Offering Company alongside a disclosure statement detailing the failed condition. This email shall also request that You inform Acorn Property Invest by email within the time specified in the email if You no longer wish to proceed with the Investment. If Acorn Property Invest receives no response from You within the stated time period, You will be deemed to have confirmed Your order in the same manner as contained within this clause; or

6.12.2 determine that the investment opportunity is cancelled. In these circumstances, the contract to invest between the Offering Company and You shall not complete and there shall be no legally binding contract between the Offering Company and You in respect of the relevant investment. Clause 6.15 shall apply in these circumstances.

6.13. If Your Investment in an Offering Company is successful and subject to non-revocation at expiry of the Cooling Off Period or cancellation by the Offering Company or Acorn Property Invest pursuant to this section, an agreement shall then subsist between You and the Offering Company to transfer the Subscription Price to the Offering Company. The Investment in the Offering Company will be issued to You by the Offering Company, which subject to the terms of the relevant Investment Agreement shall be issued in the value of the (gross) Subscription Price. The Subscription Price will be transferred from Your Acorn Property Invest wallet to the account of the Offering Company following the end of the Offer Period. If your Investment is not accepted or any completion condition set out in 6.10 is not satisfied, then no such agreement between You and the Offering Company shall arise (although for the avoidance of doubt, any relevant provisions of the Investment Agreement shall remain, subject to any conditions contained therein).

6.14. If your Investment in the Offering Company is not approved or the order not completed for any reason, Your order will not be transferred to another Offering or Offering Company, and no substitute service will be provided. You confirm that should an Offering Company not ultimately attain the stated desired target level of Investment as set out in its Offering, as a result of withdrawals by other investors, or failure by other investors with Acorn Property Invest to transfer the Subscription Price to the Offering Company, neither the Offering Company nor Acorn Property Invest is required to inform You of this failure, and You may still be required to purchase the Investment  You have ordered. If the conditions in above are not satisfied for any reason, the agreement for investment between You and the Offering Company will not complete and Acorn Property Invest will use its reasonable endeavours to arrange for the Offering Company to cancel the Investment made by You and, if payment has already been made, require the Offering Company to return the Subscription Price paid to Your Acorn Property Invest wallet. You consent to Acorn Property Invest releasing such information as is reasonably necessary, to the Offering Company to allow such return of the Subscription Price, and You undertake to co-operate with Acorn Property Invest and the Offering Company, including in relation to any transaction fees or charges, to facilitate the cancellation of the Investment and the return of the Subscription Price.

6.15. The Subscription Price shall be the amount indicated by You as part of their revocable order on the Offering, plus any fees due in accordance with these Terms unless adjusted in accordance with these Terms. In the event of any required adjustment (including, without limitation, as a result of a change of valuation or error), an updated Investment price shall be supplied and the Subscription Price shall be revised down to the nearest whole share multiple. Where You have preauthorised any payment through the Acorn Property Invest wallet, the payment that is taken shall also be revised down to the new Subscription Price.

6.16. Offering Companies may offer You perks, such as discounts, rewards, or offers, as part of their Offering. Any perks offered by an Offering Company are subject to the terms and conditions provided by the Offering Company and Acorn Property Invest has no responsibility for them.

6.17. At any time prior to the expiry of the Confirmation Email, Acorn Property Invest may cancel any order of Investment made by You in its absolute discretion. This includes, without limitation, in respect of Investments placed for the purpose of disrupting or causing the closure of the Offering Company’s Offering or otherwise for the purposes of market distortion. You shall indemnify Acorn Property Invest for any loss, liability, cost or expense incurred by Acorn Property Invest in connection with the removal of an Investment pursuant to this clause.

6.18. In the event that You are connected with the Offering Company, You shall be deemed to have waived any right You may have to cancel Your Investment pursuant to 6.9. In this 6.18, “connected with” means being:

6.18.1 a director of the Offering Company;

6.18.2 An employee or agent of the Offering Company; or

6.18.3 a spouse, civil partner, parent, child, sibling of any person included in the categories set out at 6.18.1 and/or 6.18.2.

6.19. You acknowledge that Acorn Property Invest will not supply confirmations of any orders, and/or resulting transactions, and that the 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 Acorn Property Invest in accordance with the FCA Rules.

6.20. If you exercise your withdrawal rights in accordance with 6.11 above, any money which is being held in connection with an Investment will be returned to Your Acorn Property Invest wallet.

6.21. In the case of Investments with a term of over 12 (twelve) months should You not serve a Notice within the Notice Period You shall be deemed to have consented to the automatic rollover of Your Investment upon maturity.

7. RESPONSIBILITY FOR OFFERINGS

7.1. You acknowledge that:

7.1.1 Acorn Property Invest approves or arranges approval of each Offering but does not provide advice or any form of recommendation regarding the suitability or quality of the Investment; and

7.1.2 the approval or arrangement of approval of the Offering, or the investment in an Offering Company by Acorn Property Invest is not an indication of approval of the Offering generally, and You confirm that it shall take no inference from or make any reference to the same.

7.2. You must make Your own assessment of the viability, accuracy and prospects of the Offering Companies, their Offerings, and any relevant investment propositions and should consult Your professional advisers should You require any assistance in making such an assessment. 

7.3. Your attention is drawn to the disclaimer, risk warning and regulatory notice on each Offering and those set out below.

7.4. Save as otherwise set out in this clause, Acorn Property Invest makes no warranty or representation and assume no liability in respect of the Offering Companies or the content of their Offerings. 

7.5. Acorn Property Invest shall approve or arrange approval of each Offering before it is offered on the Platform, and shall only do so if it has concluded that the Offering, taken as a whole is fair, clear and not misleading and otherwise made in accordance with Applicable Laws and Regulations.

7.6. Acorn Property Invest shall review any factual statements included within the Offering and obtain evidence of their accuracy from the Offering Company. However, the evidence is obtained from the Offering Company itself and will not be audited independently by Acorn Property Invest and Acorn Property Invest will not be liable if it fails to identify forged or altered evidence or information or deliberately misleading or inaccurate statements made by the Offering Company. 

7.7. Acorn Property Invest will check that any projections or other forecasts contained within the Offering are phrased appropriately and to the extent that they are not misleading and in light of their speculative or subjective nature. However, You acknowledge that Acorn Property Invest may approve statements even where it does not believe, or does not have a view on whether it is likely, that they will be fully realised.

7.8. You acknowledge that Acorn Property Invest does not make any representation, warranty or undertaking relating to any claims made by Offering Companies, including, without limitation, that the Offering Company and the Investment will qualify for or be subject to any tax benefits such as EIS and SEIS or that these tax benefits are pending approval of HMRC. You acknowledge and agree that tax benefits may change or be disqualified and You shall not hold Acorn Property Invest liable for any loss arising as a result of a tax benefit (including, without limitation EIS or SEIS) not applying to an Investment, including without limitation in circumstances where tax has been ‘clawed back’ by HMRC.

8. LIABILITY

8.1. Nothing in these Terms shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their agents or employees nor for fraud by or on behalf of either party. 

8.2. Nothing in these Terms shall limit any liability to the extent that liability may not be excluded or limited by any Applicable Law or Regulation.

8.3. Acorn Property Invest’s liability (which shall include either party's affiliate or group companies and directors, officers and employees in contract, tort, negligence, pre-contract or other representations or otherwise arising out of this agreement or the performance of its obligations under this agreement shall be limited in aggregate to the lesser of (a) the total amount invested in the Offering by You on the Platform up to the date of the event leading to the claim; or (b) £1,000.

8.4. Acorn Property Invest's liability to You shall be limited to the amount invested in the relevant Investments by You through the Platform and Acorn Property Invest shall not be liable to the Company for the following loss and damage (including costs and expenses relating to or arising out of such loss or damage) whether arising from statute, tort, delict (including negligence), contract, or otherwise and whether or not Acorn Property Invest has been advised of the possibility of such loss and damage: 

(a) any consequential, indirect or special losses; 

(b) loss of revenue;

(c) business, profits, opportunity, interest or anticipated savings; 

(d) increased costs of working; 

(e) loss of goodwill and reputation; 

(f) any breach of Applicable Laws and Regulations by Acorn Property Invest or an Offering Company; 

(g) claims by third parties (including without limitation by Offering Companies, shareholders, prospective investors or investors in relation to Acorn Property Invest and/or any Offering). 

8.5. Notwithstanding the foregoing, neither Acorn Property Invest shall be liable to You for any loss or damage in respect of any matter for which liability is expressly excluded under these Terms or any other agreement with You, or arising out of or in connection with any error or inaccuracy in the data entered by You.

8.6. Acorn Property Invest shall not be liable in contract, tort (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise under these Terms for: (a) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings); or (b) any special, indirect or consequential losses; whether or not such losses were known to the parties at the commencement of these Terms.

9. COMPLAINTS

9.1. If You have a complaint with respect to any aspect of the Platform or Services, You should report it to Acorn Property Invest immediately. 

9.2. Acorn Property Invest will send an initial response to Your email within no more than 3 (three) Working Days after it has been received, and this response will state whether the matter shall be addressed by Acorn Property Invest and whether in either party's view, the complaint has been resolved or that the matter is being investigated further. 

9.3. If the matter is being investigated further, Acorn Property Invest will provide You with a final response by no later than 8 (eight) weeks after receipt of Your complaint. If Acorn Property Invest need to ask You questions in order to understand the details of Your complaint, then any such questions, as well as any response given by the relevant party, will be sent by email to the email address provided on Your registration with Acorn Property Invest.

10. RISK WARNINGS

10.1. Your capital invested in the Investment is at risk and You may not get back what you invest. The Offering Companies, like all businesses, are vulnerable to financial difficulties and prevailing market conditions and investing in unlisted corporate securities involves significant risk of default and loss of capital.

10.2 Investing in the Offerings is speculative and involves a higher degree of risk than other types of investment. Investments of this type are not suitable for all investors. You are strongly advised to consult your stockbroker, bank, solicitor, accountant or other financial adviser who is authorised under FSMA to advise on whether the Investments are right for you.

10.3. The Offering Companies are not yet listed on any stock exchange so the Investments cannot easily be sold. Also, as the Offering Companies are unlisted they are not subject to all the rules and regulations that apply to listed companies. The Investments are not transferable and therefore You should assume that You will need to hold the Investment until its maturity and therefore You should not submit an application form for an Investment unless You are prepared to hold the Investment for their full term.

10.4. The Offering Companies reserve their right to  introduce redemption protocols relating to an existing Investment at any time limiting the amount of any redemption payments to be made to You on a monthly basis to reflect prevailing market circumstances or in the case of a force majeure event provided always that the changes are in the reasonable opinion of the Offering Company in the best interest of their investors and the Offering Company as a whole.

10.5. The compensation entitlements under the Financial Services Compensation Scheme (FSCS) do not apply to the Investment in the Offering Companies.  In the event of the Offering  Company being unable to redeem the Investment on its maturity the protections afforded by the Financial Services and Markets Act 2000 including recourse to the Financial Ombudsman Service and access to the FSCS will not apply. Further information about the FSCS (including the amounts covered and eligibility to claim) is available at www.fscs.org.uk or call 0800 678 1100

10.6. Investments in the Offering Companies carry particular risks over and above the general risk of unquoted debt investment. You are reminded that there is no guarantee that the Offering Company’s strategy or trading activities will be successful and that Your Investment is consequently at risk.

10.7. The Offering Company may not perform as well as expected and may even fail completely. You are reminded that any financial forecasts in the Offering documentation are hypothetical projections only. Projected results have many inherent limitations and there are frequently sharp differences between such projections and the actual results subsequently achieved. The Offering Company cannot make any representation or warranty as to what the actual results will be and has provided projections by way of illustration only.

10.8. The Offering Company’s performance is dependent on the continued services and performance of members of its management team, operational employees and professional advisers. If the Offering Company does not succeed in retaining skilled personnel, fails to maintain the skills of its personnel or is unable to continue to attract and retain all personnel necessary for the development and operation of its business, it may not be able to grow its business as anticipated or meet its financial objectives including the servicing, and ultimately the redemption, of the Investment.

10.9. Changes to existing laws or regulations or the creation of new laws or regulations may have an adverse effect on the Offering Company’s business and could result in the Offering Company failing to generate sufficient returns to service the Investment or redeem them in full (or at all).

10.10 Operational factors may disrupt the Offering Company’s activities and result in increased internal costs, project delays, aborted projects and/or project cost increases. These risks may be related to and not limited to:

• The capacity of the staff and systems to develop sites into homes and subsequently sell them.
• The ability to source land acquisition opportunities and generate value.
• The ability to retain key members of the management team
• Failure to satisfy contract conditions, budget cost overruns and losses

If one or more of these risks were to occur, the Offering Company may not generate sufficient returns to services the Investment or redeem them in full (or at all).

10.11. Fluctuations in the property market could affect the value of property purchased. Any negative fluctuations in the property market could affect the performance of the Offering Company and its ability to repay Investment.

10.12. You are reminded to maintain a balanced portfolio. Diversification by spreading Your money across different types of investments should reduce your overall risk. You should only invest a small proportion of Your available investment funds in the Offerings due to the high risks involved.

11. TERMINATION

11.1. If You have an outstanding or incomplete order for an Investment in any Offering Company which has not been resolved in accordance with 6, You may only terminate Your  order in an Investment if You have (i) served written notice by email on Acorn Property Invest; and (ii), withdrawn Your order from the ongoing Offering either via the Offering, or by responding to the confirmation email confirming Your withdrawal.

11.2. Once an order by You has been made unconditional with an Offering Company in accordance with these Terms, You will have entered into a contract with the Offering Company direct on such terms as are agreed with the Offering Company under the terms of the relevant Investment Agreement together with these Terms.

11.3. Acorn Property Invest may terminate Your Investment at any time immediately on notice to You in the event that:

11.3.1 You breach these Terms;

11.3.2 Acorn Property Invest suspects that You have been involved in any criminal or otherwise improper activities or put Acorn Property Invest or an Offering Company in a position where it might break the law;

11.3.3 You are using the Platform in a way that is harmful to Acorn Property Invest, such as causing harm to the Platform or Acorn Property Invest's reputation;

11.3.4 You experience an Insolvency Event;

11.3.5 Acorn Property Invest are required do so under any law, regulation, or by a governmental or regulatory authority; or

11.3.6. If Acorn Property Invest terminates this agreement in accordance with these Terms  whilst You have placed an order in an Investment that has not been completed by the issue of the securities in the relevant Offering Company, Acorn Property Invest reserves the right to inform the Offering Company of the termination and take such steps as are necessary to ensure that Your order is not completed.

12. MISCELLANEOUS PROVISIONS

12.1 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.

12.2 Nothing in these Terms  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.

12.3 Subject to compliance with Applicable Laws and Regulations, Acorn Property Invest may assign, transfer or delegate any of its obligations or rights under these Terms to any person, provided that Acorn Property Invest are satisfied that such person is competent to perform or exercise the obligations or rights so delegated. Acorn Property Invest may provide information about You and Your activities on the Platform to any person to whom it assigns, transfers or delegates its obligations or rights.

12.4 If any clause in the Terms is deemed invalid or unenforceable, it shall not impact upon the remainder of these Terms which shall remain in force.

12.5  In accordance with legal and regulatory requirements, Acorn Property Invest  will retain the records relevant to Your participation in the Services and any activity You conducted on the Platform for a minimum period of 6 (six) years following the termination of Your access to the Platform. This period may be extended by Applicable Laws and Regulations or by the mutual consent of You and Acorn Property Invest.

12.6 You will only be able to request the destruction or deletion of any of the records relevant to Your participation in the Services and use of the Platform, unless Acorn Property Invest are required to destroy or delete them by Applicable Laws and Regulations. 

12.7 The records kept in the Platform shall be conclusive evidence of the facts and matters they purport to record. 

12.8 Any notice from You to Acorn Property Invest in respect of these Terms or Your activities on the Platform shall be given by email to investor.services@acornpg.com except where these Terms set forth alternate means by which You must give Acorn Property Invest notice.

12.9 Any notice from Acorn Property Invest to You in respect of these Terms or Your activities on the Platform may be given either through the Platform, by email to the address registered pursuant to You or by post or courier to a physical address provided to us by You.

12.10 Notices given pursuant to this clause through the Platform or by email shall be deemed received by the recipient upon despatch. Notices given pursuant to this section by post or courier shall be deemed received by the recipient two working days after despatch. 

14.11 In the event that You give Acorn Property Invest notice by means other than those set forth in 18.1 and Acorn Property Invest in fact receive it, Acorn Property Invest may, but are not required to, choose to deem the notice received upon Acorn Property Invest's actual receipt of it.

14.12 All notices given under these Terms shall be in the English language

14.13 Unless otherwise expressly stated, these Terms does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

14.14 These Terms 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.

14.15 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).