1.1 These are the terms and conditions (“Platform Terms”) on which we, Invest With Prop Limited, (incorporated and registered in the United Kingdom under company registration number 10514399, the registered office of which is at 3rd Floor Roxburghe House, 273-287 Regent Street, London, W1B 2HA) (“Propio”), will allow you to use our website at www.propio.com (the “Propio Platform”).
1.2 These Platform Terms consist of two parts:
a) Part A applies to all Investors regardless of whether they hold a General Account or a Propio ISA Account;
b) Part B only applies to Investors who hold a Propio ISA Account.
1.3 If there is any conflict between specific terms in Part A and specific terms in Part B, the specific term in Part B will prevail.
1.4 In these Platform Terms references to we/our/us are references to Propio. References to you/your are references to any person using the Propio Platform.
1.5 We recommend that you print a copy of these Platform Terms for future reference. By using the Propio Platform, you agree to be legally bound by these Platform Terms. Therefore, you must read these Platform Terms carefully before you start to use the Propio Platform.
1.6 If you do not agree to these Platform Terms, you must stop using the Propio Platform immediately.
2.1 Propio is an Appointed Representative of Sapia Partners LLP (“Sapia”). Sapia is authorised and regulated by the Financial Conduct Authority under FRN 550103.
2.2 Global Currency Exchange Limited (“GCEN”) and Global Custodial Services Limited (“GCS”) provide currency services and custody services to Propio to facilitate investments with Propio. All funds are held in segregated Investor accounts.
3.1 To open a General Account with Propio and maintain that account, you acknowledge and agree to the following:
a) Be an individual, limited company, limited liability partnership or other legal entity;
b) If you are an individual, you must be 18 years old or above;
c) If you are investing through a limited liability partnership, a limited company or other legal entity of any kind, you must be prepared to provide evidence that you have the authority to act on behalf of the company;
d) Confirm that all information provided by you through the Propio Platform or otherwise is true and accurate and not misleading and that you have disc;
e) Confirm no unauthorized person can access your General Account (or if applicable your Propio ISA Account);
f) That your use of the Propio Platform is at your own risk;
g) Any investments available on the Propio Platform may not be suitable for all investors or consumers;
h) If you are acting on someone else’s behalf, that you are authorized to do so and are able to provide us with written evidence to that effect;
i) Hold and maintain a valid bank or building society account in the UK;
j) You must provide any information or documents as requested by us either through the Propio Platform or otherwise that we may reasonably request from you about your financial position from time to time;
k) While we use reasonable efforts to ensure that the Propio Platform is free from viruses and other harmful items, we cannot guarantee that your use of the Propio Platform will be virus-free;
l) You are responsible to meet your ongoing tax obligations. Your tax treatment depends on your individual circumstances and may be subject to change in the future. We cannot provide you with any tax advice. Please seek independent advice should you have any tax queries;
m) You will abide by all applicable laws and regulations and you will not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers. In the event of any actual or suspected breach by you of these Platform Terms, you shall stop using the Propio Platform immediately or we may terminate your access to the Propio Platform; and
n) You understand that any breach by you of these Platform Terms may be a criminal offence under the Computer Misuse Act 1990. We may report such actual or suspected breaches to the relevant law enforcement authorities and may disclose to them your identity or IP address.
4. 1 In order to make an Investment through the Propio Platform, you must:
a) Pass our Investor know-your-client checks carried out by GCEN on our behalf. In order to pass these checks, we may request that you share certain identification or proof of address documents as well as providing details online. These documentation requests may be slightly wider for legal entities;
b) Load your Investor Account with money, either through a bank transfer or card payment as set out on the Propio Platform; and
c) Agree to the relevant documents for the investment including the Bond Instrument and these Platform Terms as set out in Clause 9.2.
4.2 From the date an Investor makes a Commitment to make an Investment, that Investment is subject to a 14-day cooling off period within which the Investor can cancel that Commitment.
5.1 You may withdraw money from your Investor Account at any point provided that it is not in an Investment or committed to an Investment.
5.2 All withdrawals must be to your nominated bank account. Should you wish to change your nominated bank account please contact us at email@example.com or 020 3740 6030.
6.1 We will not charge you any fees for opening a General Account or a Propio ISA Account.
We reserve the right to charge a Servicing Fee. The net interest rate advertised on the Propio Platform is inclusive of this Servicing Fee unless otherwise stated clearly on the Investment Offering page of the Propio Platform.
6.2 For bond investments this Servicing Fee will be 0.75% of the capital invested.
6.3 This fee covers our role in undertaking the following servicing activities:
7.1 You can notify us at any time if you wish to close your General Account.
7.2 If you no longer wish to be an Investor:
a) You must have no outstanding Investments;
b) You must have no outstanding Commitments;
c) You must have no cash in your Investor Account;
d) Your Propio ISA Account (if applicable) is closed in accordance with Clause 26; and
e) You have no outstanding obligations or amounts payable to us.
7.3 If you would like to close your General Account but one of the following applies:
a) You have a live Investment;
b) You have a current Commitment; or
c) You have cash in your Investor Account.
7. 4 You must:
a) Wait for all live investments to redeem;
b) Withdraw your Commitment (if within the 14 days cooling off period) or wait for the investment to redeem; and
c) Withdraw all remaining money from your Investor Account into your designated bank account.
7.5 We may give you notice that we intend to close your General Account at any time if:
a) You breach any of these Platform Terms;
b) You breach the terms of any Investment Documents that you have entered into through the Propio Platform;
c) You cease to be an eligible investor because you no longer meet the criteria set out in Clause 3;
d) You do not respond to any reasonable requests for information or you continually fail to provide such information requested;
e) We reasonably suspect that you have committed or have been involved in fraud, money laundering or other criminal activities; or
f) We discover that any of the information you have provided that is materially wrong or has grossly misrepresented you.
7.7 In the event that you cancel your General Account you will not be removed from any email or other communications unless specifically requested.
8.1 If you are unsure of anything in these Platform Terms or require further information from us, please contact us at firstname.lastname@example.org.
9.2 You may be bound by other documents resulting from your use of the Propio Platform. If you decide to make an investment through the Propio Platform, you will also be required to agree to the terms of various investment documents. If you are making an investment by way of equity, these documents may include: i) Subscription Agreement; ii) Shareholders’ Agreement; iii) Articles of Association; iv) Management Agreement; and v) Asset Management Agreement. If you invest in bonds issued by a company on the Propio Platform, these documents may include: (i) Subscription Agreement; (ii) Bond Instrument; (iii) Information Memorandum; (iv) Security Trust Deed; and (v) where relevant, any associated security documents, such as a debenture (all documents referred to in this clause are, together, the “Investment Documents”).
9.3 In the event that you decide to invest via the Propio Platform, such investment will be governed by the Investment Documents.
9.4 The Platform Agreements will continue to apply to you where you have signed up to the Investment Documents. Should any conflict arise between the Platform Agreements and the terms of the Investment Documents, the terms of the Investment Documents will prevail.
9.5 In the event that you make an investment in accordance with the Investment Documents but you fail to fulfil your obligation to transfer funds from your E-Wallet in relation to an investment by the required deadline, we will have the right to prohibit you from making further investments through the Propio Platform.
10.1 You are not permitted to use the Propio Platform:
a) In any way that interferes with, disrupts or imposes an unreasonable or disproportionately large burden on our communications and technical systems as determined by us;
b) To introduce or use any automated software, virus, process, program, robot, web crawler, spider, data mining, trawling or other potentially damaging software, process, program or system;
c) To tamper with, reverse engineer, modify or amend any part of the Propio Platform;
d) To harm, threaten, abuse, defame, libel, harass or intimidate any person, or in a way that invades the privacy of another person or is obscene, offensive, hateful, indecent, inappropriate, objectionable, unacceptable, discriminatory or damaging as determined by us; or
e) In any illegal or fraudulent manner.
11.1 We may revise these Platform Terms at any time by amending this page. You should check this page from time to time to take notice of any changes we have made as they are binding on you.
11.2 By continuing to use the Propio Platform, you agree to be bound by any amendments to these Platform Terms.
12.1 To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Propio Platform or any content on it, whether express or implied.
12.2 Unless directly attributable to our gross negligence, wilful default or fraud, we shall not be liable to any user for any loss or damage, whether in contract, tort (including negligence), or otherwise, even if foreseeable, arising under or in connection with the Propio Platform (including, but not limited to its use or inability of use) or any reliance on any content displayed on the Propio Platform.
12.3 We will not be liable, in any event, for:
a) Any indirect or consequential loss or damage;
b) Loss of anticipated savings;
c) Business interruption;
d) Loss of profits, sales, business, or revenue; or
e) Loss of business opportunity, goodwill or reputation.
12.4 We assume no responsibility for the content of third party websites linked on the Propio Platform. Such links should not be interpreted as an endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
12.5 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Propio Platform or to your downloading of any content on it, or on any website linked to it.
12.6 Nothing in these Platform Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
12.7 If you are a consumer user, please note that we only provide the Propio Platform for domestic and private use. You agree not to use the Propio Platform for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
12.8 You agree to indemnify and hold Propio, Sapia, GCEN and GCS (including in each case, any of their directors, officers, employees, subsidiaries, affiliates, agents, partners and other representatives), harmless from and against all losses, liabilities, damages, claims, actions, costs, expenses (including, but not limited to, any legal fees incurred), in connection with or arising from your use or misuse of the Propio Platform, its content and any breach of these Platform Terms or the Platform Agreements.
13.1 We make no warranty or representation that the Propio Platform or its content will meet your requirements.
13.2 We accept no responsibility for the accuracy or security of the information provided on the Propio Platform.
13.3 We make no guarantee as to any results arising from investments made through the Propio Platform.
13.4 You must not place reliance on forward-looking statements on the Propio Platform. The Propio Platform includes statements that are (or may be deemed to be) “forward-looking statements”, which describe or estimate future events and may include statements based on comparative analysis, independent property valuations or business plans. Forward-looking statements contained on the Propio Platform, based on past trends or activities, should not be taken as a representation that such trends or activities will continue in the future.
14.1 We are the owner or the licensee of all intellectual property rights in the Propio Platform and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
14.2 Other than as expressly provided in these Platform Terms, nothing will be construed as granting you or inferring by implication or otherwise any licence or right under any copyright, trademark, database right, or other intellectual property or proprietary interest of us, our licensors or any third party. Any rights not expressly granted to you by these Platform Terms are reserved by us, our licensors or third parties.
14.3 You may print off one copy and may download extracts, of any page(s) from the Propio Platform for your personal use and you may draw the attention of others within your organisation to content posted on the Propio Platform.
14.4 If you print off, copy or download any part of the Propio Platform in breach of these Platform Terms, your right to use the Propio Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
14.5 Our status (and that of any identified contributors) as the authors of content on the Propio Platform must always be acknowledged.
14.6 You must not use any part of the content on the Propio Platform for commercial purposes without obtaining a licence to do so from us or our licensors.
14.7 You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
14.8 Subject to these Platform Terms, you hereby agree that any information, photos, material or drawings you upload to the Propio Platform are uploaded on a nonexclusive basis. You hereby grant us a nonexclusive, irrevocable right to use such materials as we see fit without any royalty.
15.1 Each of the paragraphs in these Platform Terms is distinct and severable.
15.2 In the event that any paragraph of these Platform Terms is deemed unlawful, invalid or otherwise unenforceable, they shall not affect the enforceability and/or the validity of the remaining paragraphs of these Platform Terms.
16. 1 You acknowledge that these Platform Terms are personal to you. You may not transfer your rights or obligations under these Platform Terms to anyone else.
17.1 In the event that we fail to exercise any right or remedy under these Platform Terms, such failure shall not amount to a waiver of that right or remedy.
18.1 These Platform Terms shall be governed by and are to be interpreted and construed in accordance with laws of England and Wales.
18.2 All parties submit to the exclusive jurisdiction of the English courts with respect to any dispute which may arise in connection with the validity, effect, interpretation or performance of, or the legal relationships established by these Platform Terms or otherwise arising in connection with the same, including disputes relating to any non-contractual obligations.
To open an IFISA account on the Propio Platform you must accept these Propio IFISA terms and conditions (“Terms and Conditions”) as well as the General Account terms and conditions in Part A.
19.1 As Propio is an Appointed Representative of Sapia, you appoint Sapia to act as the ISA Manager of your Propio ISA Account. Sapia is registered with HM Revenue and Customs (“HMRC”) as a manager of IFISAs and has been approved under the ISA Regulations as an ISA manager. Your Propio ISA Account will be operated in accordance with these Terms and Conditions, the ISA Regulations, and all other relevant laws and regulations that IFISAs are subject to. Any changes made by HMRC to the ISA Regulations that affect these Terms and Conditions will apply as soon as they come into effect.
19.2 Your Propio ISA Account will be an Innovative Finance ISA (“IFISA”).
19.3 IFISA investments will be, and must remain in, your beneficial ownership and must not be used as security for a loan.
19.4 We are not authorised to give advice or make recommendations to you and you acknowledge that you are solely responsible for any investments held within your Propio ISA Account.
19.5 You authorise us to provide HMRC with all relevant information about you, your Propio ISA Account and the investments held in your account.
19.6 We may delegate functions or responsibilities under this agreement to another person, where this is permitted by law and we are satisfied that this person is competent to carry out these functions and responsibilities.
19.7 We will let you know if, for whatever reason, you Propio ISA Account fails to satisfy the provisions of the ISA Regulations and as a result has, or will become void.
19.8 We may update these Terms and Conditions from time to time. We may make such changes without your specific agreement if those updates are, in our reasonable opinion, of an immaterial or routine nature.
19.9 We, along with Sapia, will provide any statistical information to HMRC, the FCA and any other Governmental organisation as reasonably required by them in order to fulfil any reporting requirements including but not limited to the Common Reporting Standards and ISA statistical reporting in accordance with HMRC regulations. We are required to report details of all IFISA Investor Accounts and the personal details of our IFISA Investors to HMRC. You acknowledge and agree that your details will be submitted and that we will not require any further authorization from you to release this information.
20.1 To be eligible to open and hold a Propio ISA Account, you must:
a) Be an individual;
b) Be 18 years of age or older;
c) (i) Be a permanent resident of the United Kingdom or be treated as resident for tax purposes (but not a resident of the Channel Islands or the Isle of Man); or (ii) be performing duties as a crown employee service overseas and paid out of the public revenue of the United Kingdom; or (iii) married or in a civil partnership with a person who does qualify under 20.1(c)(i) or 20.1(c)(ii).
d) Have a valid UK bank account or building society account;
e) Not have subscribed, and will not subscribe, to any other IFISA or additional Propio ISA Account in the same tax year; and
f) Abide by the ISA Regulations and specifically not exceed the overall subscription limit as defined under the ISA Regulations, currently set at £20,000 for 2018/19 (“Subscription Limit”).
20.2 You cannot:
a) subscribe to more than one IFISA in each tax year;
b) hold a Propio ISA Account on behalf of someone else;
c) use you Propio ISA Account or the investments held within as security for a loan; or
d) open your Propio ISA Account jointly with another person.
20.3 To open an account, you must:
a) Submit a completed ISA Application which can be found on the Propio Platform;
b) Sign our ISA Declaration which can also be found on our website;
c) read and agree to these Terms and Conditions, and
d) make a Subscription payment into your Propio ISA Account.
20.4 Your account will be open at the earlier of the date we accept your Propio ISA Account application or the date on which we receive your first Subscription in cleared funds (“Opening Date”).
20.5 We have the right to refuse your Propio ISA Account application and or any/all Subscription money.
20.6 We will automatically open a Propio ISA Account for you in the following tax year if you make a Subscription in the current tax year. If you do not make a Subscription in the current or next tax years, you may be required to complete a further application form and satisfy all other application and Propio ISA Account opening requirements.
20.7 You agree to reimburse us for any administrative fees, charges from HMRC or any tax authority incurred as a result of your failure to comply with ISA Regulations in opening your account, making Subscriptions or the operation of your Propio ISA Account.
21.1 In any tax year, your total contributions to ISA accounts, including your Propio ISA Account, must not exceed the maximum Subscription Limit as set out in the ISA Regulations in that year.
21.2 Subscriptions can be made into your Propio ISA Account through card payment or bank transfer as facilitated by the Propio Platform.
21.2 If you subscribe to more than one IFISA in the same tax year (whether a Propio ISA Account or otherwise), or subscribe in excess of the Subscription Limit or we are otherwise instructed by HMRC then we reserve the right to:
a) Void your Propio ISA Account;
b) Treat all excess/relevant Subscriptions including any future Subscriptions as if they were made in your General Account (and open a Propio General Account if you do not have one); and/or
c) return your money to you.
21.4 All cash in your Propio ISA Account will be held by global Currency Exchange Limited (“GCEN”) and Global Custodial Services Limited (“GCS”).
22.1 Subject to 22.3, you may make cash withdrawals from your Propio ISA Account at any time from your cash balance.
22.2 Your Propio ISA Account is not a flexible ISA as defined by the ISA Regulations. As such, any funds withdrawn may still contribute towards your ISA Subscription Limit for the year.
22.3 You may not make withdrawals of funds whilst they are invested through Propio Platform.
23.1 You may transfer money into your Propio ISA Account from an existing ISA with another provider, in cash only from a minimum of £100 (“Transfer In”).
23.2 In order to do so, a Transfer In form (“Transfer Authority Form”) must be completed, signed and posted to us at the following address:
FAO: Propio, 3rd Floor, Roxburghe House, 273-287 Regent Street, London, W1B 2 HA
23.3 Once we have received a signed Transfer Authority Form we will arrange, in conjunction with your existing ISA provider and the ISA Regulations, for your money to be transferred into your Propio ISA Account. This should occur within 14 working days of the start of the transfer process.
23.4 We will not charge you for any Transfer Into your Propio ISA Account from any other ISA Provider.
a) In order to request a Transfer Authority Form please email email@example.com.
24.1 You may request for cash (but not Investments or commitments) in your Propio ISA Account to be transferred to another ISA Provider. You can transfer:
a) In relation to the current tax year, the whole (but not part) of the current year’s Subscription to your Propio ISA Account.
b) In relation to previous tax years, the whole or part of any previous tax years’ Subscriptions.
25.1 You can request for cash to be transferred from your General Account to your Propio ISA Account (and vice versa) through the Propio Platform.
25.2 Please note that if you transfer from your Propio ISA Account to your General Account, as Propio’s ISA isn’t flexible, you cannot transfer back without increasing your Subscription amount for the year.
25.3 For clarity, you may not transfer Investments or Commitments between your Propio ISA Account and General Account.
26.1 There are no additional fees as a result of investing through a Propio ISA Account rather than a General Account. Please refer to clause 6 for our fees.
27.1 You may cancel your Propio ISA Account within 14 days of the Opening Date. You can do this by providing written notice or emailing us at firstname.lastname@example.org.
27.2 If we receive notice that you wish to cancel your Propio ISA Account within 14 days of the Opening Date we will:
a) Return any Subscription monies to you that you have transferred into your Propio ISA Account that has not allocated to an Investment or invested, and
b) Cancel your Propio ISA Account.
27.3 Any Subscriptions you have made will not count towards your Subscription Limit for the year and you will remain eligible to open another IFISA with another ISA manager.
27.4 If during the 14 day cancellation period, you have entered into an Investment or Commitment and wish to cancel your Propio ISA Account:
a) We will transfer all cash, Investments and Commitments into your General Account (and open one if you do not have one); and
b) Subsequently, cancel your Propio ISA Account as outlined in clause 27.2 above.
27.5 Please note that any tax exemptions will be lost on cancellation.
27.6 Cancellation of your Propio ISA Account will only apply to your Propio ISA Account and not to any General Account that you may also have.
27.7 If you wish to cancel your Propio ISA Account after 14 days of opening, you must do so in accordance with the Closing Your Account clauses below.
Closing your account
27.8 You may close your Propio ISA Account at any point for any reason by providing written notice or emailing us at email@example.com.
27.9 If you wish to close your Propio ISA Account and your General Account you can do this in accordance with Clause 7 “Ceasing to be a Propio Investor”.
27.10 If you have subscribed to your Propio ISA Account during a tax year and then close your account, and do not arrange to transfer any money in the account to another ISA provider, you will not be able to subscribe to another IFISA account in the same tax year.
27.11 If you have subscribed to your Propio ISA Account during a tax year and then close the account, you will be able to re-open your account with us during the same tax year.
27.12 We are entitled to close your Propio ISA Account immediately if any of the following arises:
a) If your Propio ISA Account is found to be void under the ISA Regulations;
b) If we are instructed to by HMRC by written notice;
c) If you cease to be eligible for a Propio ISA Account (whether under these Terms and Conditions, the ISA Regulations or otherwise by Law); and
d) If you have given us false, inaccurate or misleading information in your application.
27.13 If you or we close your account and you have Investments, Commitments or cash in your Propio ISA Account, will all be transferred to your General Account (and if you do not have a General Account we will open one for you). Please note you will no longer qualify for a tax exemption under the ISA Regulations.
27.14 We are entitled to close your Propio ISA Account on giving 30 days written (email) notice provided that:
a) We, along with Sapia, intend to stop acting as your ISA Manager or as an ISA Manager generally; or
b) We consider that we cannot administer your Propio ISA Account in accordance with the ISA Regulations.
27.15 In the event that clause 27.14 occurs, you may either Transfer Out any cash in your Propio ISA Account to another ISA Manager under clause 24 or transfer your investments to your General Account. If we do not hear from you within 30 days, we will transfer any cash, Investments or Commitments to your General Account (and open one on your behalf if you do not have one). Any live Investments or commitments transferred to your General Account will lose their tax exemption.
28.1 If you die or are declared bankrupt, we will close your Propio ISA Account and the tax benefits will cease from the date of death or the date that a trustee is appointed to your estate in the case of bankruptcy.
28.2 Any interest received after your death or bankruptcy will be paid into your General Account and will not be exempt from income or other taxes from the applicable date.
We reserve the right to open a General Account for you in this event if you have not previously opened one.
28.3 In event of death, your personal representative must provide us with sealed copy of the grant of probate or letters of administration, executor(s)’s written instructions or a copy of the last will and testament for estates with only one executor, as applicable, and of the personal representative’s appointment, after which we will act in accordance with their instructions. As set out in the ISA Regulations, your surviving spouse or civil partner may be entitled to an additional ISA allowance to the value of your Propio ISA Account as at the date of your death.
28.4 In the event of bankruptcy, your trustee will have the authority to manage your Investments, Commitments and cash and request that cash in your ISA Account is sent to them. They may also cancel Commitments and request for that cash to be sent to them.
The Individual Savings Account Regulations 1998 (SI 1998/1870) as may be amended or replaced from time to time and to which automatically applies to these Terms and Conditions
Any person or legal entity that holds a General Account or Propio ISA Account on the Propio Platform
An investment account on the Propio website that does not hold innovative ISA status
Propio ISA Account
An investment account on the Propio website that holds Innovative Finance ISA status
An Investor’s General Account and/or Propio ISA Account, as applicable
Any investment made through a General Account or Propio ISA Account that is live (e.g. the bond instrument for the relevant investment has been executed and the investment is live)
Any investment made through a General Account or Propio ISA Account that is pending (e.g. the money has been committed to an investment but the investment hasn’t yet started and the bond instrument has not yet been executed)
Any money transferred into an ISA account, including the Propio ISA Account during a tax year that counts towards your Subscription Limit
Currently set at £20,000 for 2018/19 as defined under the ISA Regulations.