Your capital is at risk. The value of your investment can go down as well as up. Investments made on this platform are generally illiquid. Past performance is not a guide to future performance. Projections of future performance are not a reliable indicator of future performance. Actual dividends may be lower than estimated. Investments should only be made as part of a diversified portfolio. Individuals are strongly encouraged to seek independent legal and financial advice when considering an investment into ESE projects.
1.1 The Website provides information on opportunities for Investors to invest in land by acquiring shares in corporate entities which are each established with the purpose of acquiring, owning and managing interests in land (each an "Investment Vehicle").
1.2 By selecting and agreeing to invest in a particular Investment Vehicle, you agree to invest money in exchange for shares in that Investment Vehicle.
2.1 By indicating on the Website that you would like to invest in exchange for Investment Vehicle Shares, you agree to invest a minimum of £5,000 subject to these terms and conditions.
2.2 When you use the Website in order to make an investment in Investment Vehicle Shares, you agree that you have done so only based on information contained on the Website, together with any independent knowledge that you may have and any professional advice that you may have received. Nothing on the Website, or anything done or said by ESE Capital, may be construed by you as advice or a recommendation by us in relation to any investment. You agree that you have complete control and discretion as to whether or not you invest using the website.
2.3 When you select land to invest in through the Website, you automatically agree to subscribe for shares in the relevant Investment Vehicle. Your transaction to purchase Investment Vehicle Shares will be aggregated with the transactions of other investors that have also opted to purchase Investment Vehicle Shares in the relevant Investment Vehicle. It is unlikely that the aggregation of orders and transactions in this way will work to the disadvantage of any one investor; however it is possible that the effect of aggregation may work to an investor's disadvantage in relation to a particular order.
2.4 Your percentage shareholding in the Investment Vehicle will be calculated in proportion to the amount you have invested and will be a percentage of the value of the land held by the Investment Vehicle and all other acquisition costs and fees which may arise in the acquisition of the relevant land. For example, if the total investment required is £500,000 and you have invested £5,000, you will acquire 1% of the interest in the relevant Investment Vehicle.
3.1 By investing in any Investment Vehicle, you warrant:
3.1.1 that you have capacity to make the investment;
3.1.2 that, if you are a natural person, you are at least 18 years old; and
3.1.3 that the declaration which you made on the Website, in which you accepted your classification as either a "high net worth individual", or a "sophisticated investor" (as defined in the FCA rules) is accurate and true.
3.2 You can make the investment in someone else's name. If you do this, that person will need to agree to these terms and conditions (including warranting that they fulfil the requirements in clause 3.1 above). You will need to confirm agreement to these terms and conditions for them prior to using the process set out on the Website
4.1 Once an investment in Investment Vehicle Shares is made by an Investor the amount invested will not be realised until ESE Capital determines, which will normally take place following planning permission being granted in relation to the land which is held by the relevant Investment Vehicle and the subsequent sale of that land.
4.2 For the avoidance of doubt, we confirm and you agree that no regular payment, dividend or distribution will be paid to you following your investment in Investment Vehicle Shares, until realisation in accordance with clause 4.1 above. Please see information on the Website for more details about how your investment is realised.
4.3 You may have to pay other taxes or costs which are not imposed by us, including on any gains on your investment or income arising from them. You should seek your own independent advice, where necessary.
5.1 The Website allows you to choose to purchase Investment Vehicle Shares. Where you wish to make such an investment you will be asked to make the relevant payment into the relevant Investment Vehicle, at which time you will be granted shares in that Investment Vehicle.
5.2 After choosing to invest in any Investment Vehicle Shares you agree that you will pay the relevant amount directly to the Investment Vehicle.
5.3 The transaction will be governed by the terms and conditions which you will enter into as part of your signing up to the Website.
5.4 Once you have made a payment of funds to the relevant Investment Vehicle you will not be entitled to withdraw those funds unless you have validly exercised the withdrawal rights set out in clause 6.
6.1 You have the right to withdraw from an investment within a certain time period. You may exercise your right to withdraw from an investment in the 14 calendar day period which follows your decision to invest by sending an email to email@example.com.
6.2 If you exercise your withdrawal rights in accordance with clause 6.1 above, the refund will be processed by the Investment Vehicle and unless otherwise agreed will be returned to the same bank account from which the investment was made.
7.1 You will be entitled to transfer your interest in any Investment Vehicle upon your death to your estate.
7.2 In the future you may be able to seek to sell your interest in any Investment Vehicle in certain circumstances before ESE Capital makes the decision to realise the investment in accordance with clause 4.1. Please refer to information provided on the Website for more details.
7.3 Where an investment in Investment Vehicle Shares is made by a corporate investor, if that corporate investor becomes insolvent then ESE Capital reserves the discretion to buy back its Investment Vehicle Shares.
8.1 ESE Capital will:
8.2 Each Investment Vehicle will co-ordinate the collection of money due from Investors who wish to invest in Investment Vehicle Shares, through the Website or otherwise. The Investment vehicle will also co-ordinate any eventual realisation amount paid to Investors following the sale of land held by any Investment Vehicle.
Every six months you will be provided with all necessary reports and information relating your investments on the Website. Such information will be provided within 25 business days of the end of the relevant six months. We provide no warranty, representation or assurance as to the accuracy of these reports, save as are required under the FCA rules.
10.1 Fees will be disclosed to you in documentation supplied prior to your investment in the relevant Investment Vehicle.
10.2 We may waive or reduce our fee for whatever reason, as long as such waiver or reduction is permitted by the FCA rules.
There is no minimum duration of this agreement and termination of this agreement will only occur:
11.1 in the event that ESE Capital or the relevant Investment Vehicle becomes insolvent as such term is defined in accordance with the Insolvency Act 1986; or
11.2 immediately on notice by the relevant Investment Vehicle.
12.1 ESE Capital shall provide best execution in accordance with the FCA rules. By entering into these terms and conditions you confirm that you have reviewed ESE Capital's Best Execution Policy which is available on the Website and acknowledge that you consent to this Best Execution Policy. ESE Capital may revise its Best Execution Policy from time to time and provide you with a copy of the revised policy.
12.2 Transactions in Investment Vehicle Shares will take place through the Website and, therefore, for regulatory purposes we must obtain your consent to effecting transactions outside a Regulated Market or Multilateral Trading Facility (as such terms are defined in the FCA rules). In this respect, by entering into these terms and conditions you consent to us effecting transactions outside a Regulated Market or Multilateral Trading Facility.
12.3 ESE Capital is required to have arrangements in place to identify and manage conflicts of interest, both between us and our clients and between our different clients. We have a Conflicts of Interest Policy in place which identifies those situations giving rise to actual or potential conflicts of interest and which provides details of how such conflicts are managed. If the arrangements under our Conflicts of Interest Policy are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of the client will be prevented, then we will disclose sufficient details of the actual or potential conflict to any clients affected in order to enable them to take an informed decision as to whether to continue to deal with us notwithstanding the existence of such conflict. We will provide you with a summary of our Conflicts of Interest Policy upon request.
13.1 If you have any complaints regarding our service you should write to our chief executive, setting out the details of your complaint, at the following address: 8 – 10 Grosvenor Gardens London SW1W 0DH
13.2 Our chief executive will consider and have investigated each complaint carefully and aim to respond within 14 days of receipt of your written complaint with our final response. If you are not happy with the outcome of your complaint you may refer it to the UK Financial Ombudsman Service whose phone number is 0300 123 9123 or 0800 029 4567.
13.3 If you are unhappy with any response, you may have the right to contract the Financial Ombudsman Service at:
The Financial Ombudsman Service
London E14 9SR
Tel: 080 0023 4567
13.4 You can also now make a complaint through the European Commission’s Online Dispute Resolution Platform (the “ODR Platform”), which can be accessed at http://ec.europa.eu/consumers/odr/. The ODR Platform can be used for resolving your dispute. Through this platform, you can submit a complaint by filling in an electronic form.
13.5 ESE Capital is covered by the Financial Services Compensation Scheme ("FSCS"). The FSCS can pay compensation if ESE Capital or any third party bank cannot meet an obligation owed to an Eligible Claimant. The current compensation limit is fifty thousand pounds Sterling (£85,000) in respect of investment business. Further information about the FSCS (including the amounts covered and eligibility to claim) is available at www.fscs.org.uk or by calling 0800 678 1100.
14.1 We can only waive a right or remedy provided in these terms and conditions or by law by express written notice.
14.2 Any delay or failure to exercise any power, right or remedy by us under these terms and conditions this will not operate as a waiver of that power, right or remedy, nor will it impair or prejudice it.
14.3 Any single or partial exercise or waiver of any power, right or remedy will not preclude our further exercise or the exercise of any other power, right or remedy.
15.1 You acknowledge and accept that the Website operates as a forum intended to facilitate the investment in land and it does not make recommendations in relation to those investments. We therefore make no warranty nor assume any liability in respect of the performance of any of the investments available through the Website.
15.2 You acknowledge that we will not be liable to you for any loss, financial or otherwise, that you suffer as a result of using the Website, except as expressly set out in this agreement.
15.3 Nothing in this clause 15 affects:
15.3.1 our liability for death or personal injury arising from our negligence, nor our liability for fraud, neither of which can excluded or limited under English law; or
15.3.2 any liability we have to you as a Client arising under the Regulatory System (as defined in the FCA rules).
16.1 Should any part of this agreement be held to be illegal or unenforceable, such provision shall, as far as it is illegal or unenforceable, be given no effect and shall be deemed to be not included in this agreement. Any part of this agreement deemed to be illegal or unenforceable will not invalidate any of the remaining provisions of this agreement.
16.2 We may agree to amend these terms and conditions in order to ensure the terms are valid, lawful and enforceable.
Nothing in these terms and conditions is intended to or shall be deemed to establish any partnership or joint venture between us and you. We and you agree that nothing in these terms and conditions shall authorise any of us to enter into any commitments for or on behalf of any other party.
You should seek your own independent tax advice in relation to these terms and conditions and any transactions resulting from them. We make no warranty or representation in relation to the tax position which will apply to you after you make any investment on the website.
19.1 Any notice or other communication given to a party under or in connection with terms and conditions shall be in writing and shall be:
19.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
19.1.2 sent by email to the addresses specified below.
19.2 In the case that you give any notice or make any communication to us you must do so as follows:
Address: 8-10 Grosvenor Gardens, London, SW1W 0DH
Or at such other address or email address as we may from time to time specify by notice to you.
19.3 In the case that we give notice to you we will do so by email to the email address which you provide to us when you sign up to the Website and the ESE Capital platform.
19.4 Any notice or communication shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
(c) if sent by email, at 9.00 am on the next Business Day after transmission.
19.5 This clause 19 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
The Contracts (Rights of Third Parties) Act 1999 shall not apply to these terms and conditions and no person other than a party to them shall have any rights under it or to enforce any provision of it.
We may disclose personal information we collect or receive:
22.1 These terms and conditions form the whole agreement between the parties and supersedes all previous agreements, whether oral or in writing, relating to their subject matter.
22.2 No terms will be implied (whether by custom, usage, course of dealing or otherwise) into these terms and conditions, except as required by statute.
22.3 Each of us acknowledge that in entering into these terms and conditions we have not relied on any express or implied representation (including any made negligently), assurance, undertaking, collateral agreement, warranty or covenant which is not set out in these terms and conditions.
22.4 We and you agree that neither of us shall have any remedy in respect of any statement, representation, assurance or warranty that is not set out in these terms and conditions. We and you agree that neither of us shall have any claim for innocent or negligent misrepresentation based on any statement in these terms and conditions.
22.5 Nothing in this clause 21 limits or excludes any liability of either of us for fraud.
23.1 These terms and conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) are governed by the law of England and Wales.
23.2 We and you agree to the exclusive jurisdiction of the English courts with respect to any dispute (including non-contractual disputes or claims) which may arise in connection with these terms and conditions or their subject matter and formation.