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Register Interest

In order for our agents to speak to you about available product or development opportunities we ask you to read and agree to the following (this is to protect you).
Completing this form IS NOT a commitment to invest:
  • WHEREAS:

    (1) The Disclosing Party wishes to disclose certain information to the Receiving Party for the Stated Purposes defined in Schedule 2 to this Agreement which it wishes to keep confidential and wishes to prevent the Receiving Party from further disclosing to third parties.

    (2) The Receiving Party hereby agrees to keep confidential the information set out in Schedule 1 to this Agreement (and any further information designated as confidential by the Disclosing Party) subject to, and in accordance with, the terms and conditions of this Agreement.

    (3) The Disclosing Party shall, in the course of disclosure, introduce the receiving party to manufacturers and other parties and the Disclosing Party wishes to prevent the Receiving Party from engaging on a direct or indirect basis with any such manufacturer or other third parties.

    (4) The Receiving Party hereby agrees to keep confidential the details of any manufacturer and/or third party to whom they may be introduced and shall agree that they will not to enter into any direct, or indirect, agreement with the manufacturer or third party save through an agreement with the Disclosing Party.

     

    Disclosure

    1.5 The Confidential Information to be disclosed by the Disclosing Party to the Receiving Party following the execution of this Agreement contains and incorporates confidential information in which the Disclosing Party has an interest.
    1.6 The Receiving Party shall, subject to the provisions of Clause 6, at all times maintain as confidential and shall not use any part or the whole of the Confidential Information directly or indirectly for any purposes other than the Stated Purposes without the express written consent of the Disclosing Party.
    1.7 Following the conclusion of the Stated Purposes or otherwise upon demand by the Disclosing Party, the Receiving Party shall return all Confidential Information forthwith to the Disclosing Party and shall further provide a certificate to the Disclosing Party certifying that no copies of the Confidential Information have been made or retained.
    1.8 The Receiving Party shall not, as a consequence of the disclosure of confidential information, and in particular shall not, as a consequence of being introduced to any manufacturer or third party, directly or indirectly enter into any agreement with such a manufacturer or third party for a period of five years following the introduction by the Disclosing Party.
    1.9 The Receiving Party acknowledges that if and in the event they enter, directly or indirectly, into any agreement with a manufacturer or third party, that such an agreement will cause the Disclosing Party significant financial loss, and as such, the Receiving Party shall be liable for such loss to the Disclosing Party. Employee Undertakings
    1.10 The Receiving Party shall obtain from any and all of its employees to whom the Confidential Information or any part of it is to be disclosed or to whom the Confidential Information may be accessible, enforceable undertakings, which are binding upon those employees to the same extent as this Agreement is binding upon the Receiving Party.
    1.11 The Disclosing Party shall not disclose any Confidential Information until any and all undertakings, as described in sub-Clause 3.1 have been obtained by the Receiving Party.

     

    Third Party Disclosure and Undertakings

    1.12 In the event that the Receiving Party requires or otherwise engages the services of a third party who is not an employee and that third party reasonably requires access to the Confidential Information in accordance with the Stated Purposes, the Receiving Party must not disclose the Confidential Information or any part of it to the third party:
    12.a.1 without the express written consent of the Disclosing Party; and
    12.a.2 without first obtaining an enforceable undertaking from the third party which is binding upon the third party to the same extent as this Agreement is binding upon the Receiving Party.
    1.13 The Disclosing Party shall not grant the consent referred to in sub-Clause 4.1.1 without evidence of the third party undertaking set out in sub-Clause 4.1.2. Proprietary Rights
    The Confidential Information and all Intellectual Property Rights subsisting therein shall remain the property of the Disclosing Party and the disclosure of the Confidential Information shall not confer upon the Receiving Party any rights whatsoever in any part of the Confidential Information.

     

    Exceptions to Non-Disclosure and Confidentiality

    The obligations of confidentiality set out in this Agreement shall not apply to any information where it can be proven using documentary evidence produced by the Receiving Party which:
    1.14 is already known to, or in the possession of, the Receiving Party at the time of its disclosure by the Disclosing Party, and the Receiving Party is free of any obligations of confidentiality with respect to the same;
    1.15 is, or becomes through no wrongful act or default of the Receiving Party, public knowledge;
    1.16 is received from a third party free of any similar obligations of confidentiality, provided such receipt is not of itself a breach of this Agreement or any similar agreement between that third party and the Disclosing Party;
    1.17 is already in the possession of the Receiving Party having been independently developed by the Receiving Party;
    1.18 is disclosed to a third party by the Disclosing Party free of any similar obligations of confidentiality; or
    1.19 is approved for disclosure in writing by the Disclosing Party.

     

    Term

    The obligations of Non-Disclosure set forth in this Agreement shall apply for a period of five years from the date of this Agreement.

     

    Enforcement and Indemnity

    1.20 Both Parties hereby acknowledge that damages alone would not constitute an adequate remedy for any breach by the Receiving Party of this Agreement.
    1.21 The Disclosing Party shall, without prejudice to any and all other rights and remedies which may be available, be entitled to the remedies of injunction, specific performance and other equitable relief for any breach of this Agreement by the Receiving Party, actual or threatened.
    1.22 In addition to any remedies whether at law or in equity to which the Disclosing Party may be entitled, the Receiving Party hereby agrees to indemnify the Disclosing Party for any and all losses, direct, which may arise out of its breach of this Agreement.

     

    Non Solicitation

    Neither Party shall be entitled hereby to contact any person who has been introduced by the other Party, directly or indirectly for a period of two years following the termination of this Agreement.

     

    Limitation of Liability

    Neither the Disclosing Party, nor any of its employees, officers, agents, subsidiaries or any other third parties associated therewith accept any responsibility or liability for, or make any representation or warranty, express or implied, that the Confidential Information is accurate or complete.

     

    Non-Assignment of Agreement

    The Receiving Party may not assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of the Disclosing Party, such consent not to be unreasonably withheld.

     

    Communication

    1.23 All notices under this Agreement shall be in writing and be deemed duly given if signed by the Party giving the notice or by a duly authorised officer thereof, as appropriate.
    1.24 Notices shall be deemed to have been duly given:
    24.a.1 when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
    24.a.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
    24.a.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
    24.a.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.
    1.25 All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

     

    Force Majeure

    Neither Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

     

    Severance

    The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.

     

    Law and Jurisdiction

    1.26 This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
    1.27 Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

     

    IN WITNESS WHEREOF

    this Agreement has been duly executed the day and year first before written Digital Signature I understand that by typing my name in full and submitting below I am agreeing to the terms stated in this form.

     

    IT IS AGREED as follows:
    Definitions and Interpretation

    1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

     

    “Confidential Information”

    means the information set out in Schedule 1 and any further information designated by the Disclosing Party as confidential;

     

    “Intellectual Property Rights”

    means (a) any and all rights in any patents, trade marks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trade marks and service marks, copyrights, database rights, know-how, rights in designs and inventions;
    (b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);
    (c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and
    (d) the right to sue for past infringements of any of the foregoing rights;

     

    “Stated Purposes”

    means the purposes for which the Receiving Party may use the Confidential Information as described in Schedule 2.

     

    “Third Parties”

    means any party to whom information may be given in the normal course of business.
    1.2 Unless the context otherwise requires, each reference in this Agreement to:
    2.a.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
    2.a.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
    2.a.3 “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;
    2.a.4 a Schedule is a schedule to this Agreement;
    2.a.5 a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule; and
    2.a.6 a “Party” or the “Parties” refer to the parties to this Agreement.
    1.3 The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
    1.4 Words imparting the singular number shall include the plural and vice versa.

What Type Of Investor Are You?

In order to receive more details on investment opportunities from Prople and view further information on our development opportunities you must first choose what type of investor you are. Carefully read the three categories below and select the one that fits. This will only take a few moments.

  • Before we can allow you to invest with us as a crowdfunding / restricted investor you must acknowledge that you have read and understood this risk statement.

    1. Property values may fall and if the property is sold for less than the purchase costs you may lose some or all your investment in the SPV.
    2.The property managers may not be able to find tenants for the property and if it cannot be rented (i.e. there are void periods) it will affect the return payable on your investment.
    3. The property may require maintenance or its contents may be damaged and require repair and this will affect the return payable on your investment.
    4. In the case of Loan Note Investments although the payment is fixed the ability of the company to pay that amount is dependent upon it receiving sufficient rental income to do so. If the circumstances detailed in Paragraphs 2 or 3 occur it may affect your return.
    5. Diversification lowers your risk. Spreading your available capital over multiple properties will reduce your risk. However, it will not reduce all types of risk. Diversification is an essential part of investing. Unless you have taken independent financial advice you should invest no more than 10% of your net assets via Prople and should consider balancing these with other investments.
    6. In the case of most of our projects you will be investing in shares (also known as equity) in a Limited Company (an SPV) via Prople This means that you will only receive a dividend if the company makes a profit by renting or selling the relevant property.
    7. Lack of liquidity: Liquidity means how quickly and easily it is to get your money back when you want it. Investing in shares or loan notes in companies through Prople cannot be traded on a market such as AIM or the London Stock Exchange. You will be reliant on finding a buyer and although we can help you to do so we cannot guarantee that we will be able to find one. You may have to wait until the property is sold to recover your capital.

  • What is a Self-Certified Sophisticated Investor?

    This category is for people who have invested in shares in more than one unlisted company (including via Prople) in the last two years or have been a member of a business angel syndicate or network for at least six months including Prople’s Investor group.Please read the statement below and select ‘Self-Certified Sophisticated Investor’ if this is appropriate for you.

    Self-Certified Sophisticated Investor Statement

    I am making this statement to confirm that I am a sophisticated investor for the purposes of the restriction on promotion of non-mainstream pooled investments. I understand that this means:
    (i) I can receive promotional communications made by a person who is authorised by the Financial Conduct Authority which relate to investment activity in non-mainstream pooled investments;
    (ii) The investments to which the promotions will relate may expose me to a significant risk of losing all of the property invested.

    I confirm that I qualify as a sophisticated investor on the basis of one of the following
    (i) I am a member of a Prople’s investor group or another network or syndicate of business angels and have been so for at least the last six months prior to today’s date;
    (ii) I have made more than one investment in an unlisted company, including those offered via Prople, in the two years prior to today’s date;
    (iii) I am working, or have worked in the two years prior to today’s date, in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises;
    (iv) I am currently, or have been in the two years prior to today’s date, a director of a company with an annual turnover of at least £1 million.

    I accept that the investments to which the promotions will relate may expose me to a significant risk of losing the money I have invested.

    I am aware that it is open to me to seek advice from a financial advisor who is authorized to advise on investments in unlisted shares and unlisted debt securities.

  •  What is High Net Worth Investor?

    If you earn more than£100,000 a year or have net assets of more than£250,000, you will probably qualify as a High Net Worth Investor.
    Please read the statement below and select ‘High Net Worth Investor’ if this applies to you.

    High Net Worth Investor Statement

    I am making this statement so that I can receive promotional communications which are exempt from the restriction on promotion of non-mainstream pooled investments. The exemption relates to self-certified High Net Worth Investors and I declare that I qualify as such an investor on the basis of the following:
    I had, throughout the financial year immediately preceding today’s date, an annual income of£100,000 or more;
    I held, throughout the financial year immediately preceding today’s date, net assets of £250,000 or more.
    I confirm I understand that Net Assets for these purposes do not include:
    (i) the property which is my primary residence or any money raised through a loan secured on that property;
    (ii) any rights of mine under a qualifying contract of insurance; or
    (iii) any benefits (in the form of pensions or otherwise) which are payable on the termination of my service or on my death or retirement and to which I am (or my dependents are), or may be, entitled.
    I accept that the investments to which the promotions will relate may expose me to a significant risk of losing the money I have invested.

    I am aware that it is open to me to seek advice from a financial advisor who is authorized to advise on investments in unlisted shares and unlisted debt securities.


NON-DISCLOSURE & NON-CIRCUMVENTION AGREEMENT
Agreement entered into between Prople Investments Ltd
(Registered Office: 77 Rectory Street, Middleton, Manchester, M24 5TY) and the client registering interest.
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