Terms & Conditions

KEYSTONE LTD

SUMMARY OF INVESTMENT DOCUMENTS

1.     INTRODUCTION

1.1.   This is a summary of the documentation you will enter into and rely on as a beneficial shareholder in a Special Purpose Vehicle (SPV) (the “Company”). Each property on the website is represented by a separate SPV each of which is a separate Limited Company.

1.2.   This summary does not replace a full reading of the documents and you should read each of them carefully.

2.     INVESTOR TERMS AND CONDITIONS

2.1.   These terms and conditions set out the basis upon which you will invest in the Company, as a beneficial holder of shares (the “Shares”). This means that you have the benefit of any Dividends and the proceeds from the sale of Shares.

2.2.   You will not hold legal title to the Shares due to the nominee arrangement that has been established to facilitate the electronic transfer of shares and for ease of administering operations. You are also unable to transfer the Shares outside of THE HOUSING EXCHANGE LTD’s website (the “Website”).

2.3.   These terms and conditions detail your interaction with the Website and how you will acquire the beneficial interest in Shares in the Company, and what rights you have with regard to your investment. They also explain in more detail how the other agreements (documented below) interact with the investment terms and conditions.

3.     SHAREHOLDERS’ AGREEMENT

3.1.   This document is entered into between the holder of legal title to the Shares in the Company (THE HOUSING EXCHANGE NOMINEE LTD or the “Nominee”) and the Company.

3.2.   This document sets out the relationship between the Nominee and you as a beneficial shareholder. It also sets out the basis on which the Nominee will take instructions, or seek instructions from, the beneficial shareholders. More detail of this can be found in clause 1 of the Shareholders’ Agreement.

3.3.   The document contains other provisions including the appointment of directors, a majority of whom will be independent and not connected with the Nominee.

4.     ARTICLES OF ASSOCIATION

4.1.   The Articles of Association will be filed at Companies House and therefore placed on the public record.

4.2.   This document sets out the basic rights of the Shares and forms the Company’s constitution.

4.3.   These Articles of Association are drafted on the basis that you are a beneficial shareholder and the legal title will be held with the Nominee. Your beneficial rights as a shareholder are noted where required.

5.     MANAGEMENT SERVICES AGREEMENT

5.1.   This is the document under which the SPV will appoint THE HOUSING EXCHANGE LTD to act as manager of the property that the Company holds.

5.2.   All operational decision-making and maintenance requirements in relation to the property are delegated to THE HOUSING EXCHANGE LTD in accordance with this agreement. It also details how charges will be levied.

5.3.   This agreement will be the same for each and every Property (and associated Company) listed on the Website.

6.     SUMMARY

6.1.   If you have any queries regarding the legal documents please contact the team at info@housingexchange.org.uk or on +44 (0)20 3 866 1174

6.2.   You should take your own legal advice in relation to the content of these documents if you have any queries as to how they work.

INVESTOR TERMS AND CONDITIONS

This document sets out the terms and conditions on which we, THE HOUSING EXCHANGE LTD (” THE HOUSING EXCHANGE LTD “)), enable you to invest via our website (www.housingexchange.org.uk) (the ” Website “). Please read these Investor Terms and Conditions carefully before using the Website. By using the Website, you agree to be bound by these Investor Terms and Conditions and our Privacy Policy.

THE HOUSING EXCHANGE LTD (Company Number 12500102) is a limited company registered in England and Wales.

References to we/our/us are to THE HOUSING EXCHANGE LTD or any group company of THE HOUSING EXCHANGE LTD specifically incorporated by THE HOUSING EXCHANGE LTD for the purposes of holding your investments. References to you/your are references to the user of the Website for the purpose of investing via the Website (the ” Investor “).

Effective Date: 1 April 2020.

1.     BACKGROUND

1. THE HOUSING EXCHANGE LTD, through the Website, is providing information on property backed investment opportunities. The Website hosts investments by way of acquiring a share in a property (” Property Equity Investments “) and property backed debt investments (” Property Debt Investments “). Property Equity Investments and Property Debt Investments, together constitute     ” HOUSING EXCHANGE LTD Investments ” and each a ” HOUSING EXCHANGE LTD Investment “.
2. THE HOUSING EXCHANGE LTD operates a resale market, (the “Resale Market “). Certain HOUSING EXCHANGE LTD Investments may be bought and sold by Investors on the Resale Market
3. HOUSING EXCHANGE LTD Investments are hosted on the Website as either ‘new listing’ fundraisings marking the first time an investment opportunity is made available to Investors (” New Listing “) or resale market investment opportunities via the Resale Market.
4. In respect of both Property Equity Investments and Property Debt Investments, we will conduct a ‘new listing’ fundraising round (the ” Investment Round “) through the Website pursuant to which we are looking to raise a pre-agreed minimum amount for each Property Equity Investment or Property Debt Investment (as the case may be) from various Investors.
5. THE HOUSING EXCHANGE LTD prepares an investment case for each HOUSING EXCHANGE LTD Investment (“ Investment Case ”) which is made visible on the website. It is important that you read and understand the Investment Case before making an investment.
6. If the Total Investment Required in relation to a specific HOUSING EXCHANGE LTD Investment is not achieved, all committed funds are returned to you without deduction of any fees or expenses.
7. The Website hosts Property Equity Investments in a range of asset classes, including but not limited to, residential, commercial and purpose built student accommodation (PBSA) properties.
8. THE HOUSING EXCHANGE LTD will operate the Website and, in accordance with these Investor Terms and Conditions, allow you to access the Website and use the functions available on the Website. Where you make a HOUSING EXCHANGE LTD Investment through the Website, THE HOUSING EXCHANGE LTD will also co-ordinate the payment and collection of sums due from Investors through the Website, or otherwise, in order to achieve the Total Investment Required
9. If there are any deviations from these Investor Terms and Conditions, they will be made clear either via specific terms and conditions or in the Investment Case, and such specific terms and conditions or the Investment Case shall take precedence.

2.     PROPERTY EQUITY INVESTMENTS

Nominee structure

1. By investing in our property equity investments, you are acquiring a beneficial interest in shares (“ Shares ”) in a UK limited company known as a special purpose vehicle established for the sole purpose of acquiring and owning an individual property (the ” SPV” ). Each SPV will be 100% legally owned by the THE HOUSING EXCHANGE NOMINEE LTD (“ Nominee ”). You will hold the beneficial interest in the Shares contractually entitling you to the economic benefits that flow from them.
2. You agree to invest money in exchange for a percentage of the Shares issued by the SPV, conditional on the Total Investment Required being achieved.
3. If the Total Investment Required is achieved and the Investment Round completes, you agree for your Shares to be held on your behalf by the Nominee.

Split of legal and beneficial title

4. On a successful purchase of any of the Shares in the SPV, the Nominee will become the legal owner of those Shares and simultaneously assign the beneficial ownership of the Shares to you. This is to facilitate the electronic transfer of shares and to make the process of administering the investment and the SPV easier.
5. By purchasing the Shares in the SPV, you agree that the Shares will be held in the name of the Nominee and that THE HOUSING EXCHANGE LTD (acting through the Nominee) will make all appointments and decisions on your behalf in relation to the Shares, except if expressed otherwise in these Investor Terms and Conditions.
6. These terms are key to making sure the split of legal and beneficial title works for all Investors. The nominee structure allows Investors to derive economic benefits from their investment without becoming involved in any of the associated administration or paperwork. If you attempt to terminate this agreement in any way, the SPV reserves the right to treat your Shares in the SPV as deferred shares. In this situation, you will lose all dividend rights.

Appointment of the Nominee

7. The Nominee is a UK limited company wholly owned and controlled by THE HOUSING EXCHANGE LTD, which has been set up by THE HOUSING EXCHANGE LTD for the purposes of holding investments on behalf of its customers. Shares purchased by you through THE HOUSING EXCHANGE LTD will be held by the Nominee.
8. By entering into this agreement you hereby agree that the Nominee shall hold legal title to your Shares in the SPV, in each case on the terms and subject to the conditions set out in this agreement.
9. You and the Nominee both agree that the relationship between you both shall be that of principal and nominee only, that neither party has an intention to create a partnership between them and that this agreement should not be construed as such.
10. You acknowledge and irrevocably agree that you shall not be entitled to direct the Nominee in relation to the Shares that you have acquired in the SPV, including directing the Nominee to transfer or otherwise dispose of those shares, other than as is set out in the shareholders agreement and articles of association in relation to the SPV.
11. By investing in a Property Equity Investment through the Website, you further agree that your investment will be legally held by the Nominee and that you will do anything required to ensure that the provisions of the Shareholders’ Agreement and articles of association (accessible via ‘Investment Documents’ on your THE HOUSING EXCHANGE LTD account (the “ Account ”) dashboard) are observed.

Property acquisition

12. The Total Investment Required will, together with funds secured by way of mortgage (if any), be the sale price of the property as agreed between us and the seller of the property (the ” Seller “), in conjunction with a valuer of our choosing, together with all costs and fees which will arise in the acquisition of the property as well as any forecast expenses as set out via the Website.
13. THE HOUSING EXCHANGE LTD will arrange for the completion of a survey and valuation undertaken by a Chartered Surveyor that will form the basis for the purchase price of the property.
14. THE HOUSING EXCHANGE LTD will be involved in the pre-sale negotiation and listing of the property on the Website, and shall engage third party solicitors / conveyancers to facilitate property acquisitions.
15. As part of the property acquisition process, you acknowledge and agree that, from time to time, THE HOUSING EXCHANGE LTD may transfer to its solicitors or other necessary parties funds committed by you to a specific Property Equity Investment in advance of completion to facilitate the acquisition of the property to which an Investment Round relates.

Property management

16. THE HOUSING EXCHANGE LTD will be involved in the management of the Property Equity Investment made by all applicable Investors in the SPV post-acquisition of the property, which will include managing the decision making processes set out in the Shareholders’ Agreement
17. THE HOUSING EXCHANGE LTD will enter into a Management Services Agreement with each SPV, whereby it will perform all necessary tasks in relation to the administration of the SPV and the management of the property

Making a Property Equity Investment

18. By selecting a property to invest in through the Website, you automatically agree to invest in Shares in the relevant SPV that will acquire the property. We will combine your transaction to purchase Shares with other Investors that have also purchased Shares in the relevant SPV.
19. Your percentage of the shares in the SPV will be calculated in relation to the value of the property and all other acquisition costs and fees (including but not limited to any funds secured by way of mortgage) which will arise in the acquisition of the property. For example, if the Total Investment Required is £500,000 and you have invested £5,000 (plus transaction costs), you will acquire 1% of the shares in the relevant SPV.

3.     PROPERTY DEBT INVESTMENTS

1. From time to time, THE HOUSING EXCHANGE LTD may make available through the Website Property Debt Investments.
2. The Property Debt Investments may be originated and managed by THE HOUSING EXCHANGE LTD or a third party selected by THE HOUSING EXCHANGE LTD (“ 3rd Party Debt Providers ”).
3. In respect of any Property Debt Investments originated by 3rd Party Debt Providers (“ Third Party Debt Investments ”), you hereby acknowledge and authorise THE HOUSING EXCHANGE LTD, and appoint THE HOUSING EXCHANGE LTD on your behalf to engage with any 3rd Partry Debt Providers (and any other related parties) in relation to the administration of your Property Debt Investment and to make decisions relating to your Property Debt Investment in common with all other Investors in a particular Property Debt Investment.
4. THE HOUSING EXCHANGE LTD will provide you with periodic information in respect of a Property Debt Investment, including but limited to the progress of related property developments.
5. You will be required to read and accept specific Property Debt Investment terms and conditions prior to investing in a Property Debt Investment.

4.     THIRD PARTY INVESTMENT OFFERINGS

1. From time to time THE HOUSING EXCHANGE LTD may make available through the Website property investment opportunities which are sourced and managed by third parties (“ Third Party Offerings ”).
2. Third Party Offerings may have investment terms, fees and exit mechanics that differ to THE HOUSING EXCHANGE LTD Investments. Any such differences will be presented to you through the Website in the investment case for a Third Party Offering, and you may be required to read and accept specific terms and conditions prior to investing in a Third Party Offering.

5.     INVESTOR ELIGIBILITY

Opening an Account in THE HOUSING EXCHANGE LTD

1. In order to invest in a HOUSING EXCHANGE LTD Investment, you must set up an Account via the Website.
2. As an Investor, you may invest via the Website in accordance with these Investor Terms and Conditions.
3. Once you are registered to open an account via the Website we will carry out identity and fraud checks on you using third party service providers. Such checks may be undertaken on you as an individual, a member or director of your business or company, on your company or business and/or other directors or members of your business or company.
4. By opening an account, you are acknowledging that you are a  “high net worth individual”, who is fully aware of the risks associated with making any such investments.

Investor Representations

5. In consideration of our accepting your application to open an account with THE HOUSING EXCHANGE LTD via the Website, you represent to us (and acknowledge that we rely on these representations) as set out below. We may rescind our agreements with you, close your account and (subject to completion of ‘know-your-customer’ and anti-money laundering processes) return any funds you have deposited with us to you if your representations are false or misleading.
6. In making an investment in THE HOUSING EXCHANGE LTD Investment you agree that you have done so solely based on information contained on the Website, including the Investment Case, together with any independent knowledge that you may have and professional advice that you may have received. Nothing THE HOUSING EXCHANGE LTD or any group company of THE HOUSING EXCHANGE LTD does, nor anything that is on the Website, is to be construed as advice or a recommendation by us in relation to THE HOUSING EXCHANGE LTD Investment. You have complete control and discretion on whether or not you invest through the Website.
7. You represent that:
8. You are legally entitled to invest your investment amount;
9. If you are a natural person, you are at least 18 years old, of sound mind and capable of taking responsibility for your own actions such that you can enter into a legally binding agreement with us.
10. You agree to provide accurate registration information, including where required and without limitation your correct date of birth and your country of residence and you agree to inform us of any changes in such details.
11. You are the person whose details are provided in connection with your registration or, in the case of legal entities, you are a duly authorised representative of the relevant legal entity.
12. You are acting as a principal and not as an agent on behalf of a third party.
13. You will not deposit funds with us that are the proceeds of crime or attempt to launder money via our Website. To assist us in complying with our regulatory obligations to combat crime and money laundering, you agree to provide us with such information and documentation as we may request to verify your identity, address and source of funds.
14. You are not an undischarged bankrupt, in a voluntary arrangement with your creditors nor subject to other legally imposed circumstances that limit your ability to invest.
15. You are not located in a jurisdiction in which it is illegal for you to make use of our Website.
16. It is your responsibility to keep your contact details up-to-date on your account. Failure to do so may result in you failing to receive important account related notifications and information from THE HOUSING EXCHANGE LTD, including changes we make to our terms and conditions.

Account security and activity

8. You are solely responsible for the security and confidentiality of your account. In particular, you agree to keep your username and password strictly confidential and you are responsible for any misuse of your password. Provided that we have been correctly supplied with the account information requested, we are entitled to assume that activity on your account is your activity. You should change your password on a regular basis and never disclose it to any third party. You undertake to protect your username and password in the same way that you would in respect of your bank cards and any failure to do so shall be at your sole risk and expense. If another person accesses your account other than as a result of our gross negligence, you are solely responsible for all their actions whether or not their access was authorised by you and you hereby indemnify us and hold us harmless against all costs, claims, expenses and damages howsoever arising in connection with the use of or access to your account by any third party;
9. You will not attempt to sell or otherwise transfer the benefit of your account to any third party and nor will you acquire or attempt to acquire an account which has been opened in the name of a third party;
10. You will not engage in behaviours that place unnecessary strain on our Website seek to unfairly influence activity in a manner that, in our sole discretion, is detrimental to us or other Investors. We reserve the right to IP block, throttle data requests and/or suspend accounts that breach this clause; and
11. You will use and regularly update security software so as to better guard against hacking, viruses and computer misuse.

6.     MAKING THE HOUSING EXCHANGE LTD INVESTMENT

1. THE HOUSING EXCHANGE LTD has the discretion to reduce the Total Investment Required at any time if it reasonably considers this is in the interest of Investors (in the event, for example, that a reduced sale price is negotiated with the Seller).
2. Completion of a HOUSING EXCHANGE LTD Investment will be conditional on the following:
3. At least the Total Investment Required being raised during the Investment Round ;
4. In respect of a Property Equity Investment, the Nominee being appointed to hold your Shares on your behalf, which will become effective after you agree to these Investor Terms and Conditions;
5. In respect of a Property Equity Investment, the Seller completing the sale of their property to the SPV;
6. In respect of a Property Debt Investment, the underlying loan being completed; and
7. THE HOUSING EXCHANGE LTD having the discretion to not complete the acquisition of the property or the loan (as the case may be) for any reason whatsoever.
8. THE HOUSING EXCHANGE LTD reserves the right not to list a HOUSING EXCHANGE LTD Investment on the Website, to decline investment requests and/or bid requests via its Website at its sole discretion.

7.     PERIODIC STATEMENTS AND VALUATIONS

1. You will be provided with information on your HOUSING EXCHANGE LTD Investments, including monthly dividends, an estimated valuation of your Property Equity Investment and periodic tax statements. However, we provide no warranty or assurances as to the accuracy of this information.
2. As mentioned in paragraph above, you will be provided with an estimated valuation of your Property Equity Investment in the SPV, which will consist of the latest valuation of the property plus unamortised purchase costs less deferred tax and any other liabilities in the SPV (on a per share basis).
3. The basis for the latest valuation of the property is currently as follows:
4. For New Listings this will be the proposed purchase price, which in turn is supported by an independent chartered surveyor’s physical inspection and valuation;
5. Thereafter, the property valuation is updated in line with an independent RICS accredited surveyors’ assessment on at least an annual basis for all Property Equity Investments on the Resale Market; and
6. Every five years, a Chartered Surveyor’s physical inspection and valuation is performed to provide a further update to the valuation and forms the basis for the five yearly exit protections.

8.     RETURN ON YOUR INVESTMENT

1. Once you have made a Property Equity Investment and purchased Shares, any distribution declared at the sole discretion of the directors of the SPV and which you receive from the SPV will be paid to you and placed in your Account, the balance of which will be visible to you on the Website, via your Account dashboard
2. Any dividends you receive will be rounded down to the nearest penny.
3. Once you have made a Property Debt Investment and been issued your bonds, unless otherwise specified in the terms and conditions applicable to a specific Property Debt Investment, your return on investment, capital plus accrued interest, will be paid to you and placed in your Account following the end of the term of the bond instrument pursuant to which the your bonds have been issued to you.
4. Subject to completion of ‘know-your-customer’ and anti-money laundering processes (including bank account verification), you may then choose to withdraw money by contacting us at info@housingexchange.org.uk
5. You may have to pay other taxes or costs, which are not imposed by us. You should seek your own independent tax advice, where necessary.

9.     CAPITAL AT RISK

1. We wish to draw your attention to the risks relating to investing in HOUSING EXCHANGE LTD Investments, which can be found on our Website.
2. Please note that the risks of investing in Property Equity Investments are different to the risks of investing in Property Debt Investments. Please ensure that you have read and understood the risks applicable to THE HOUSING EXCHANGE LTD Investment before making your investment.
3. The value of your HOUSING EXCHANGE LTD Investment can go down as well as up. Past performance is not a reliable indicator of future performance. Forecasts or projections of future performance, if stated, are not a reliable indicator of future performance; these are not guarantees and are subject to change. Interest and capital returned may be lower than expected. Gross rent, dividends, and capital growth may be lower than estimated.
4. THE HOUSING EXCHANGE LTD does not provide tax or investment advice and any information provided is for informational purposes and is provided to help you make your own informed decisions. Such information does not constitute a recommendation to invest in a particular HOUSING EXCHANGE LTD Investment. Investors are advised to obtain appropriate tax or investment advice where necessary.
5. The Financial Services Compensation Scheme (” FSCS “) does not protect the cash held in your Account. Your THE HOUSING EXCHANGE LTD Investments are not protected by the FSCS in the event that you do not receive back the amount that you have invested.

10.  THE HOUSING EXCHANGE LTD’S RESALE MARKET

1. The Resale Market provides investors the opportunity to purchase shares in properties that are fully tenanted and therefore are already providing rental revenue. Typically, these properties have already completed the following steps:
2. Raising of the funds required to purchase the property and carry out any improvement

works required

2. Completion of the required improvement works
3. Establishing any agreements required with local councils
4. Working with the local councils to interview and identify suitable tenants
5. Establishing and signing the required tenancy agreements
6. Agreeing process with local council for the regular payment of rent
7. Shares become available in the resale market only when existing owners of the shares seek to sell shares they own
8. The price of the shares available for sale is calculated using a number of inputs, all of which are available to view on the website
9. Any investor looking to sell shares they own can put these shares up for sale by writing to info@housingexchange.org.uk. Once some basic checks have been completed, the shares will be made available for sale on the website (Successful Placement of shares for sale)
10. The shares will be sold in the order of Successful Placement of shares for sale.
11. The Successful Placement of shares for sale does not in any way guarantee that the shares will be sold.

11.  TRANSFER PROVISIONS

1. You will be entitled to transfer your interest in THE HOUSING EXCHANGE LTD Investment in the following ways only:
2. to your estate, upon your death;
3. by sale on the Resale Market;
4. in accordance with any applicable terms and conditions specific to a particular HOUSING EXCHANGE LTD Investment which may be communicated to you from time to time; or
5. upon the insolvency of a corporate Investor (where you are investing on behalf of a corporate), whereupon we have the discretion to exercise a buy back of the insolvent company’s shares if we so wish.

12.  EXIT MECHANICS

1. Unless otherwise communicated to you in an Investment Case, you can exit your HOUSING EXCHANGE LTD Investment via the Resale Market or by requesting THE HOUSING EXCHANGE LTD to purchase your shares (“Formal Request to Purchase”). Where such a Formal Request To Purchase is made, THE HOUSING EXCHANGE LTD will purchase your shares within 2 full working days. Resale Market fees are as specified in section 14 below; Formal Request to Purchase fee is set at 5% of the investment value.
2. You may exit your HOUSING EXCHANGE LTD Investment in accordance with the transfer provisions set out in paragraph 11 above.

Asset Sales

3. From time to time, THE HOUSING EXCHANGE LTD may propose to Investors an opportunity to sell a Property Equity Investment and realise a capital return (“ Asset Sale ”). THE HOUSING EXCHANGE LTD will suspend sales in the proposed Property Equity Investment and Investors will be invited to vote to either sell or continue to hold the Property Equity Investment. Following the conclusion of the voting process, THE HOUSING EXCHANGE LTD will either recommence sales in respect of that Property Equity Investment or commence the sale process.
4. The detail in relation to an Asset Sale process, including the mechanics of shareholder voting, will be communicated to related Investors by THE HOUSING EXCHANGE LTD at the time an Asset Sale proposal is made.

13.  TERMINATION AND VARIATION

1. There is no minimum duration of this agreement and termination of this agreement will only occur:
2. if you withdraw your money from your Account and close your Account with us in which case we reserve the right to retain certain data to comply with our regulatory obligations; or
3. at such other time as we decide.
4. We may update these Investor Terms and Conditions from time to time to reflect any changes in law or the operation of the Website or for any other reason (acting reasonably), including but not limited to, changes to our product offering or fees.
5. If we update these Investor Terms and Conditions, we will inform you as soon as practical whether by email or an alternative method such as uploading to the Website. We will endeavour to provide you with reasonable advance notice of any changes in order to give you the opportunity to review such changes. Please note, however, that certain changes, including changes addressing new product offerings or changes made for legal or regulatory reasons may be effective immediately.
6. By continuing to use the Website and/or our services, you will be deemed to have agreed to the updated Investor Terms and Conditions.
7. If there is a conflict between any versions of the Investor Terms and Conditions to which you have agreed, or deemed to have agreed to, the most recent version shall take precedence unless it is expressly stated otherwise.

14.  THE HOUSING EXCHANGE LTD’S FEES

1. Details of the anticipated costs and fees included on the purchase of a Property Equity Investment will be listed on the website for that particular Property Equity Investment. If there is any discrepancy between the fees set out in these Investor Terms and Conditions and the fees set out in the website for that particular Property Equity Investment, the fees set out on the website for that particular Property Equity Investment takes precedence.
2. If there is any discrepancy between the fees set out in these Investor Terms and Conditions and the fees set out on the website for that particular Property Debt Investment Case, the fees set out on the website for that particular Property Debt Investment Case shall take precedence.
3. We may waive or reduce our fees and/or offer cash-back for whatever reason
4. Transaction fees on all markets shall be rounded up to the nearest penny and the minimum fee per transaction shall be £0.01p.

New Listing Fees

5. THE HOUSING EXCHANGE LTD will charge Investors a 2% transaction fee on investments in New Listings (“ New Listing Fee”). The 2% transaction fee is calculated as 2% on the value of the investment amount made by an Investor into the HOUSING EXCHANGE LTD Investment.

Resale Market Fees

6. THE HOUSING EXCHANGE LTD will charge Investors a 2% transaction fee on Resale Market investments (“ Resale Market Fee ”). The 2% transaction fee is calculated as 2% on the value of the investment amount made by an Investor into the HOUSING EXCHANGE LTD Investment via the Resale Market.

15.  LIMITATION OF LIABILITY

1. You acknowledge and accept that the Website operates as a platform intended to facilitate the investment in HOUSING EXCHANGE LTD Investments and it does not make recommendations. We therefore make no warranties nor assume any liability in respect of the performance of any of the HOUSING EXCHANGE LTD Investments available through the Website.
2. You acknowledge that we will not be liable to you for any loss, costs or expenses, financial or otherwise, that you suffer as a result of using the Website, except as expressly set out in these Investor Terms and Conditions.
3. We will take reasonable care in the assessment and appointment of custodians, introducers, counterparties, agents and other third parties. We accept responsibility for any loss, damages or costs incurred by you only where these arise from our negligence, wilful default or fraud in the assessment or appointment of such persons. We will not be responsible in any other circumstance for the actions of any such third parties.
4. Our liability to you pursuant to this paragraph 15 shall not exceed the amount you paid for your THE HOUSING EXCHANGE LTD Investment to which such loss, costs or expenses relate.
5. This paragraph 15 does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraud, neither of which can be excluded or limited under English law.
6. All tax matters relating to your own tax position are your own responsibility and we have no responsibility towards you with regard to your personal tax position.
7. You will be liable to us for any cost, expense, loss or any damage incurred by us (including but not limited to professional advisors’ fees) arising from your breach of these Investor Terms and Conditions, and/or your negligence, wilful default or fraud.

16.  REGULATORY PROVISIONS

Client categorisation

1. THE HOUSING EXCHANGE LTD has categorised you as a retail client under the FCA rules. You may request re-categorisation as a professional client under FCA rules, but any such re-categorisation will be conditional upon you meeting various tests required by the FCA. If you are re-categorised as a professional client, it would also mean that there would be limitations to the level of client protections with which you would be provided than if you remained as a retail client. We will provide you with more information relating to being reclassified as a professional client upon request.

Best Execution

2. HOUSING EXCHANGE LTD shall take all reasonable steps to obtain best execution i.e. the best possible result for you when arranging deals in investments, taking into account the execution factors of price, costs, speed, likelihood of execution and settlement, size, nature of the order and any other consideration relevant to the execution of an order.
3. Transactions in THE HOUSING EXCHANGE LTD Investments take place through the Website.

Conflicts of Interest

4. We are required to have arrangements in place to manage conflicts of interest between our Investors and us and between our different Investors. We have put in place a Conflicts of Interest Policy which identifies those situations giving rise to actual or potential conflicts of interest and which provides details of how such conflicts are managed.
5. Where the arrangements under our Conflicts of Interest Policy are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of our Investors will be prevented, we will disclose sufficient details of the actual or potential conflict to you in order to enable you 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.

17.  COMPLAINTS PROCEDURE AND COMPENSATION

1. Should you have any complaints regarding our service you should put your concerns in writing to us, setting out the details of your complaint, via email at info@housingexchange.org.uk
2. Our senior management will consider and investigate each complaint carefully and promptly. We will aim to provide you with a final response or a written response explaining why we are not in a position to make a final response, within 14 days of receipt of your complaint, but no later than 8 weeks. If you are not happy with the outcome of your complaint you may refer it to the UK Financial Ombudsman Service (FOS) within six months of receipt of our final response letter to you. You can contact the FOS at Financial Ombudsman Service, Exchange Tower, Harbour Exchange, London, E14 9SR, by calling them on 0800 023 4567 or via https://www.financial-ombudsman.org.uk/.
3. THE HOUSING EXCHANGE LTD is not covered by the Financial Services Compensation Scheme (” FSCS “).
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.

18.  GENERAL TERMS

1. If we fail to insist on your strict performance of these Investor Terms and Conditions or if we fail to exercise any of our rights or remedies to which we are entitled under these Investor Terms and Conditions, or any other document referred to herein, this will not amount to a waiver of such rights or remedies nor will it relieve you of your obligations under these terms and conditions.
2. No full or partial waiver of any such right or remedy shall restrict us from exercising that right or remedy, or any other right or remedy, in the future.
3. If any of these Investor Terms and Conditions or any provisions of any other document featured as part of your relationship with us are determined by a competent authority to be invalid, unlawful or unenforceable, to any extent, then such term or condition will be severed from the remaining Investor Terms and Conditions which will continue to be valid, as far as permitted by English law.
4. Nothing in these Investor Terms and Conditions is intended to or will be used to establish any partnership or joint venture between the parties, nor authorise any party to make any commitments for or on behalf of any other party.
5. You should take your own tax advice. No warranty or representation is made in relation to your tax position, which will apply to you following the making of any HOUSING EXCHANGE LTD Investment.
6. Any notice or other communication given to either party in connection with this contract shall be in writing and delivered by hand or sent by pre-paid first class post (or an equivalent next day delivery service) at its registered address (if a company) or its principal place of business or residential address (if an individual), or sent by email to the email address notified to the other party in accordance with this contract. Our e-mail address for the service of notices is info@housingexchange.org.uk. Any notice or other communication will be deemed to have been received if delivered by hand, on signature of delivery receipt or at the time the notice is left at the proper address, or if sent by email, at 9:00 am on the next working day after it is sent or if sent by post (or other delivery service) on the second working day after posting.
7. All correspondence and communication between you and us will be in the English language.
8. Any dispute or claim arising out of or in connection with the Website, its subject matter or formation will be governed by English law and such disputes or claims will be subject to the non-exclusive jurisdiction of the Courts of England & Wales.
9. These Investor Terms and Conditions and any document expressly referred to in them constitute the whole agreement between us and supersedes all previous discussions, correspondence, negotiations or agreement relating to this subject matter.

SHAREHOLDERS’ AGREEMENT

PARTIES

1. [THE RELEVANT SPV] LIMITED a company incorporated and registered in England and Wales

under company registration number [ a unique registration number] whose registered office is at 71-75 Shelton Street, London, WC2H 9JQ (the “Company”); and

2. THE HOUSING EXCHANGE LTD NOMINEE LTD a company incorporated and registered in England and Wales under company registration number 12547218 whose registered office is at 71-75 Shelton Street, London, WC2H 9JQ, being the sole existing shareholder of the Company (the “Nominee”).

INTRODUCTION

The parties have agreed to enter into this agreement for the purpose of regulating their relationship with each other and certain aspects of the affairs of and dealings with the Company.

IT IS AGREED AS FOLLOWS:

1.     SPECIAL TERMS

1.1.   Special terms to prevail. If there is any conflict between the provisions of this clause 1 and the remainder of this agreement or the Articles then the provisions of this clause 1 will prevail.

1.2.   Rights for the Nominee to appoint directors.

1.2.1. The Nominee will be entitled to appoint directors of the Company as it sees fit (“Nominee Director”). A majority of the Board will be independent and not connected with the Nominee.

1.2.2. A Nominee Director will automatically cease to be a director if he is disqualified from acting as a director of the Company by law or by any regulatory authority regulating the Company or he ceases to be a director pursuant to the Articles as applied to the Company.

1.2.3. An independent Nominee Director will not be entitled to any remuneration or reimbursement of expenses from the Company in his capacity as such, except as set out in his appointment letter or service agreement with the Company from time to time or as agreed in writing by the Nominee, but in no circumstance will the aggregate fees be in excess of £700 per annum.

1.2.4. A Nominee Director that is connected with the Nominee will not be entitled to any remuneration or reimbursement of expenses from the Company in his capacity as such, under any circumstances.

1.3.   Exit for the Beneficial Shareholders

1.3.1. The Nominee will, as soon as practical after the lapse of every five year period in which this agreement came into force, undertake a valuation of the Company (the “Valuation”). The Valuation will be calculated as follows:

1. The value of the Property, determined by a Chartered Surveyor who is a member of the Royal Institute of Chartered Surveyors nominated by a Nominee Director or THE HOUSING EXCHANGE LTD in accordance with the Management Services Agreement (“Property Valuation”); plus
2. Any amount of cash held by the Company not allocated to expenditure; less
3. Any liability payable by or on behalf of the Company (included, but not limited to, any debt by way of mortgage or otherwise that is payable to a third party, costs associated with creating new leasehold interests, risk reduction such as by way of partial sale, Substantial Costs (as defined in the Management Services Agreement) and/or tax) which, for the avoidance of doubt, shall be paid out as a priority in advance of any payments to Beneficial Shareholders.

1.3.2. The Valuation calculated in accordance with clause 1.3.1 shall be supplied to the Beneficial Shareholders via THE HOUSING EXCHANGE LTD’s website (www.housingexchange.org.uk) (the “Website”) as soon as possible following its completion.

1.3.3. The value of each Share shall be calculated by dividing the Valuation calculated in accordance with clause 1.3.1 by the total number of Shares then in issue.

1.3.4. Within one month of the end of each five year period detailed at clause 1.3.1 and following completion of the Valuation, the Nominee will seek an instruction from each of the Beneficial Shareholders via the Website to determine which of the Beneficial Shareholders would like to sell their interest in Shares at the Valuation. The Nominee will determine the timeframe within which responses must be received and, where no response is received from a given Beneficial Shareholder, the Nominee shall be entitled to assume such Beneficial Shareholder does not wish to sell.

1.3.5. For each Beneficial Shareholder who wanted to sell their interest in the Shares (and instructed to do so in accordance with 1.3.4), the Nominee shall arrange for that Beneficial Shareholder’s interest in the Shares to be relisted on the Website for sale; a process which is similar to a New Listing.

1.3.6. A Beneficial Shareholder shall be bound to accept any offer made for their interest in a Share that is for a price equal to or greater than the price per Share based on the Valuation as calculated in accordance with clause 1.3.1.

1.3.7. In the event that any one of the selling Beneficial Shareholders (as instructed in accordance with 1.3.4) is not able to sell their interest through the Website within a period of four weeks, a Nominee Director or THE HOUSING EXCHANGE LTD in accordance with the Management Services Agreement will commence the process of winding up the Company. In this instance, the Property will be sold for the highest price reasonably achievable. The surplus cash following sale of the Property in the SPV after the deduction of any and all liabilities (as set out in clause 1.3.1 (c)) will be distributed to the Beneficial Shareholders in proportion to their ownership.

1.4.   Beneficial Shareholders ceasing to be parties.

1.4.1. A person who has ceased to be a Beneficial Shareholder will no longer be a party to this agreement and as from the date of such cessation this agreement may be varied or terminated without reference to such person provided that such variation or termination will not give rise to any new or increased liability of such person.

1.4.2. Upon any such person ceasing to be a Beneficial Shareholder, the obligations of that person or his permitted assignees under this agreement will terminate except for any provision of this agreement which, in relation to that person, is expressly or by implication intended to come into force on or to continue in force after such cessation.

1.4.3. Such person ceasing to be a Beneficial Shareholder will also be without prejudice to the due performance by him of all his obligations up to the date of such cessation and the remedies of any of the other parties in respect of a breach of such obligations.

1.5.   Amendment of this agreement. Any amendment or termination of this agreement that is reasonably required by the Nominee or the Company will be effective and binding on the Nominee and the Company if embodied in an instrument agreed in writing (including email) by the parties. Any such instrument will have the same effect from and after its effective date as if it had originally been embodied in, and formed part of, this agreement. A copy of any such instrument shall be uploaded to the Website as soon as practicable after it has been agreed.

1.6.   Termination of this agreement. This agreement will immediately cease and terminate in respect of all parties: (i) on a sale of the Company to a third party who is not a permitted transferee under this agreement and the Articles or (ii) by a written instrument to that effect signed in accordance with clause 1.7 or (iii) on liquidation of the Company.

1.7.   Management Services Agreement: The parties will, on the date of this agreement, enter into a management services agreement whereby the Company will irrevocably appoint THE HOUSING EXCHANGE LTD as the property manager for any property held by the Company and THE HOUSING EXCHANGE LTD shall accept such appointment.

1.8.   New issues of Shares. No further Shares will be issued to the Nominee or any other third party following the subscription for Shares contemplated by this agreement to acquire the Property (as well as to pay any associated fees and costs) unless it is determined, by the Nominee acting alone, that further funds are required for emergency repairs to the Property that cannot be met from any rental income.

2.     CONDUCT OF THE COMPANY’S BUSINESS

The Company undertakes with each of the Beneficial Shareholders that it will:

2.1.   carry on and conduct its business and affairs in a prudent and efficient manner and for its own benefit;

2.2.   comply with all applicable rules and regulations relevant to its business and apply for and maintain all necessary permits, orders and authorities necessary for the conduct of its business; and

2.3.   transact all its business on arm’s length terms.

3.     BOARD MEETINGS AND INFORMATION

The Nominee will ensure that meetings of the Board will be held at any time the Nominee considers a meeting of the Board to be necessary and at a time and place convenient to its directors.

4.     SHAREHOLDER MEETINGS

A shareholder meeting will only be held if a resolution signed by Beneficial Shareholders holding at least 50% of the Shares requests the same.

5.     MATTERS REQUIRING APPROVAL OF THE NOMINEE

The Company undertakes that it will not, without the prior written approval (such approval not to be unreasonably withheld or delayed) of the Nominee take any action.

6.     CONFIDENTIALITY

6.1.   The parties agree that any details relating to the investment in the Company are confidential.

6.2.   Each party undertakes that it shall not disclose to any person, except their own representatives or employees, the Beneficial Shareholders or any potential Beneficial Shareholder, any confidential information concerning the investment in the Company.

7.     INTERPRETATION

In this Agreement:

7.1.   References to the Nominee performing any function or taking any decision relate to such functions or decisions being taken upon the instruction of THE HOUSING EXCHANGE LTD, the parent undertaking (as defined in the Act) of the Nominee;

7.2.   Words and expressions defined in any part of this agreement will have the same meanings throughout this agreement;

7.3.   Use of the singular is deemed to include the plural, use of any gender is deemed to include every gender and any reference to a person is deemed to include a corporation, a partnership and any other body or entity and (in each case) vice versa;

7.4.   The use of technical terms that are defined in the Act will be assumed to have the meanings given in that legislation as at the date of this agreement;

7.5.   Reference to any law or regulation includes any subsequent modification or re-enactment except to the extent that would result in additional liability;

7.6.   Any undertaking by any of the parties not to do any act or thing shall be deemed to include an undertaking not to permit or suffer or assist the doing of that act or thing;

7.7.   Any undertaking by any of the parties to do any act or thing shall be deemed to include an undertaking not to do anything inconsistent with carrying out that act or thing;

7.8.   “Act” means the Companies Act 2006 including any statutory modification or re-enactment of it from time to time in force;

7.9.   “Articles” means the articles of association of the Company in force from time to time;

7.10. “Beneficial Shareholders” means the owners of the beneficial interest in the Shares from time to time;

7.11. “Board” means the board of directors of the Company;

7.12. “Encumbrance” means any mortgage, charge (fixed or floating), pledge, lien, hypothecation, guarantee, trust, right of set-off or other third party right or interest (legal or equitable) including any assignment by way of security, reservation of title or other security interest of any kind, however created or arising, or any other agreement or arrangement (including a sale and repurchase agreement) having similar effect;

7.13. “THE HOUSING EXCHANGE LTD” means THE HOUSING EXCHANGE LTD, a company incorporated and registered in England and Wales under company registration number 12500102 whose registered office is at 71-75 Shelton Street, London, WC2H 9JQ, United Kingdom;

7.14. “Management Services Agreement” means the agreement between THE HOUSING EXCHANGE LTD and the Company relating to the provision of management services as referred to in clause 1.7 hereof.

7.15. “Model Articles” means the model articles for public companies contained in Schedule 3 of the Companies (Model Articles) Regulations 2008 (SI 2008/3229) as amended prior to the date of this agreement;

7.16. “parties” means the Company and the Nominee;

7.17. “Property” means one or more properties purchased or to be purchased by a given SPV;

7.18. “Shares” means the issued equity share capital of the Company; and

7.19. “Shareholders” means the holders from time to time of the Shares.

8.     MISCELLANEOUS

8.1.   No variation of this agreement will be effective unless made in writing.

8.2.   This agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes any previous agreements (whether oral or in writing) between the parties in relation to such matters.

8.3.   Except as required by law, no terms shall be implied (whether by custom, usage or otherwise) into this agreement.

8.4.   Each party acknowledges that in entering into this agreement it has not relied on any express or implied representation, warranty, assurance, covenant, collateral agreement or undertaking (whether made negligently or innocently) not set out in this agreement. Each party waives all rights and remedies which, but for this clause 8.4, might otherwise be available to it in respect of such representation, warranty, assurance, covenant, collateral agreement or undertaking. However, nothing in this clause 8.4 limits or excludes any liability for fraud.

8.5.   This agreement shall be governed by and construed in all respects in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the Courts of England & Wales.

8.6.   Nothing in this agreement constitutes a partnership between any of the parties nor makes any party the agent of another.

8.7.   Except as expressly provided in this agreement, no provision of this agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it. The parties may without limit or restriction vary this agreement or any provision of it which may be enforced by a third party or otherwise amend this agreement in such a way as to extinguish or alter the third party’s entitlement under any such provision without the consent of that third party.

8.8.   If there is any conflict between this agreement and the Articles then this agreement will prevail. The provisions of this agreement do not constitute an amendment, or an agreement to amend, the Articles.

8.9.   Each of the parties agrees and declares that no provision of this agreement which might operate as an unlawful fetter on the statutory powers of the Company or any of its subsidiaries will bind the Company or that subsidiary.

8.10. If any provision of this agreement, or any part of a provision of this agreement, is found to be illegal, invalid or unenforceable the remaining provisions, or the remainder of the provision concerned, shall continue in effect.

8.11. None of the rights or obligations of a party under this agreement may be assigned or transferred without the prior written consent of the other parties.

8.12. This agreement is binding on and shall apply for the benefit of the parties’ personal representatives, successors in title and permitted assignees.

8.13. Each party shall pay the costs and expenses incurred by that party in connection with the negotiation, preparation and implementation of this agreement and the documents referred to in it.

8.14. Each party shall execute such further documents and perform and do such further acts and things as any of the other parties may reasonably request to carry this agreement into full effect.

8.15. This agreement may be agreed as between two or more counterparts and be deemed agreed upon upload to the Website.

8.16. Any notice required or permitted to be given under this agreement shall be in writing and in English and shall be sent to the address of the recipient set out in this agreement or to such other address as the recipient may designate by notice given in accordance with the provisions of this sub-clause. Any such notice may be delivered personally, by prepaid letter, by fax or by email and shall be deemed to have been received (if sent by post) twenty four hours after being posted first class postage prepaid (if posted from and to an address within the United Kingdom) or five working days after being posted prepaid airmail (if posted from or to an address outside the United Kingdom) and (if delivered personally or transmitted by fax or by email) at the time of delivery or transmission if during normal business hours in the place of intended receipt, on a working day in the place of intended receipt and otherwise at the opening of business in that place on the next succeeding such working day. In the case of email, the time of transmission shall be that shown on the saved sent copy kept by the sender.

THE COMPANIES ACT 2006

PRIVATE COMPANY LIMITED BY SHARES

NEW

ARTICLES OF ASSOCIATION

OF

RELEVANT HOUSING EXCHANGE LTD COMPANY

 (Adopted by special resolution)

1.     DEFINITIONS AND INTERPRETATION

The definitions and interpretation provisions set out in Article 12 apply in these Articles.

2.     ORIGINAL ARTICLES OF ASSOCIATION

The Original Articles apply to the Company, except to the extent they are modified or excluded by or are inconsistent with these Articles.

3.     SHARE CAPITAL

3.1.   The Company has one class of shares only, namely ordinary shares

3.2.   Directors’ authority to issue new shares. The directors have the authority to issue new shares in the Company. They also have the authority to grant rights to subscribe for, or convert any security into, shares in the Company. These authorities are not subject to any maximum number of shares which may be issued, or over which rights may be granted.

3.3.   Pre-emption rights. The directors’ authority under Article 3.2 is subject to the pre-emption rights in favour of shareholders contained in Article 5.

3.4.   Disapplication of statutory pre-emption rights. The statutory pre-emption rights contained in sections 561 and 562 of the Act shall not apply to an issue of equity securities (as defined in section 560(1) of the Act) made by the directors. The pre-emption rights set out in Article 5 shall apply instead.

3.5.   Lien. The Company shall have a first and paramount lien on every share, whether or not a fully paid share, for all moneys, whether presently payable or not, payable or otherwise owing by the holder of such share, or any Associate of such holder, to the Company or any other member of the Group. The directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article 3.5. The Company’s lien on a share shall extend generally as described above as well as to any amount payable in respect of it.

3.6.   Surrender of shares. A shareholder may surrender any share in lieu of forfeiture where the share is nil paid or partly paid and has not yet been called but which the shareholder notifies the directors he does not wish to pay up. Such share may be offered for surrender by the shareholder on terms that the Company waives all moneys payable in respect of such share and all interest on such moneys and the directors may accept the surrender on those terms but will not be obliged to do so.

3.7.   Purchase of own shares with cash. The Company may make a purchase of its own shares with cash under section 692(1)(b) of the Act.

4.     NEW ISSUE OF SHARES

4.1.   Consent Required. If the directors wish to issue any new shares they must first put their reasons for wishing to issue new shares, and all relevant details relating to the new issue of shares, to THE HOUSING EXCHANGE NOMINEE LTD and ask for their signed written consent to the new issue of shares. THE HOUSING EXCHANGE NOMINEE LTD shall respond in writing with a decision to any written request by the directors for a new issue of shares, within 14 days of receipt of such request.

4.2.   Consent Received. If THE HOUSING EXCHANGE NOMINEE LTD consents to a new issue of shares, in accordance with article 4.1 above, the pre-emption rights set out at article 5 shall apply.

5.     PRE-EMPTION RIGHTS IN RESPECT OF NEW ISSUES OF SHARES

5.1.   Pre-emption rights. If the directors wish to issue any new shares in the Company after the date of adoption of these Articles they must first offer them to the shareholders in accordance with this Article 5. However, the offer shall not be made to any shareholder who has served, or is deemed to have served, a Transfer Notice, which is then in its Active Period and any Associate of that shareholder.

5.2.   Terms of the offer. The new shares must be offered to the shareholders in proportion (as nearly as possible) to the numbers of shares already held by them. The offer must be at the same price and on the same terms for each shareholder. A shareholder may accept all or part of his proportionate entitlement.

5.3.   Notice of the offer. The offer must be made to each shareholder by notice specifying the price per share, the number of shares offered and the proportionate entitlement of the shareholder. The notice must also set a period of between 14 and 28 days within which the offer must be accepted (“Acceptance Period”).

5.4.   Issue of the shares. After the end of the Acceptance Period the directors shall promptly issue the shares to those shareholders who have accepted them, subject to payment of the price.

5.5.   Shares not taken up. Any shares not accepted pursuant to the offer, or not capable of being so offered except by way of fractions, may be issued to any person at the discretion of the directors. This may include a shareholder who wishes to take more than his proportionate entitlement. However, such shares shall not be issued to any person on terms more favourable than the terms on which they were offered to the shareholders.

5.6.   No assignment or renunciation. No new shares shall be issued on terms that the right to take up the shares can be assigned to or renounced in favour of another person. No person entitled to the issue of any shares may direct that such shares be issued to any other person.

5.7.   New subscription and conversion rights are also covered by this Article. A reference to the issue of shares in the above provisions of this Article 5 includes the grant by the directors of a right to subscribe for, or convert any securities into, shares in the Company. However, such a reference does not include the subsequent issue of any shares pursuant to such a right. This Article 5 will apply accordingly.

5.8.   Rights of holders of existing subscription and conversion rights. If under the terms of any right to subscribe for, or convert securities into, shares in the Company, a person is entitled to receive any offer made pursuant to this Article 5 as if that person had exercised his right in full prior to the making of the offer then the offer shall be extended to that person accordingly. This will only apply to a right which was granted lawfully and not made in contravention of any agreement binding on the Company.

5.9.   Forfeited and surrendered shares. The provisions of this Article 5 will apply to any share which the directors decide to forfeit (or accept a surrender of) and re-allot under any of the powers contained in the Articles.

5.10. Waiver. The provisions of this Article 5 may be waived, disapplied, modified, suspended or relaxed in whole or in part in any particular case by a Shareholders’ Special Consent.

6.     RESTRICTIONS ON DISPOSAL OF SHARES OR INTERESTS IN THEM

6.1.   General restriction. A shareholder must not sell, transfer or dispose of the legal title in any of his shares, or any interest in them, or create or permit to exist any charge, lien or encumbrance over any of his shares or any interest in them, or agree to do any of the above whether conditionally or unconditionally. This is subject to the exceptions set out in Article 6.2.

6.2.   Exceptions. The exceptions are:

6.2.1        a transfer of shares which is required or permitted by Article 8 (drag along right);

6.2.2        a transfer which is permitted by Article 9 (permitted transfers of shares); or

6.2.3        a sale of shares to the Company itself pursuant to and in accordance with sections 690 to 724 (inclusive) of the Act.

6.3.   Directors to register transfers. The directors must register the transfer of a share which is required or permitted by any provision of these Articles.

7.     DISENFRANCHISEMENT

7.1.   Breach of Article 6. If a shareholder commits any breach of Article 6, the shares registered in his name will not carry any rights whatever (whether as to voting, dividend or otherwise) until the breach is remedied or the shares are transferred without a breach of Article 6. While a share is disenfranchised under this Article 7, it will not be treated as an issued share.

8.     PERMITTED TRANSFERS OF SHARES

8.1.   Permitted Transfer of legal title. A shareholder will be permitted to transfer the legal title to a share only with the signed and written consent of THE HOUSING EXCHANGE NOMINEE LTD (except as provided in Article 8.3).

8.2.   Permitted Transfer of beneficial interest. A shareholder will be permitted to transfer the beneficial interest and/or the beneficial ownership of a share, if such transfer is made on the website of THE HOUSING EXCHANGE LTD or to a Family Member of that shareholder or to trustees to be held on Family Trusts of that shareholder. Such shareholder will, in making such transfer, be obliged to follow whatever procedure for transfer is set out by the Company.

8.3.   Permitted recipients of shares. If a shareholder receives the relevant consents set out in Articles 8.1 and 8.2, a shareholder will be permitted to transfer legal title to and/or the beneficial ownership/interest of a share:

8.3.1. in the case of a shareholder (not being in relation to the shares concerned a holder of them as a trustee of any Family Trusts) being a company, to an Associated Company of that shareholder; or

8.3.2. to any person with a Shareholders’ Special Consent; or

8.3.3. to a person who is the beneficial owner of such share or (in the case of legal title only) to a different or additional nominee or trustee on behalf of such beneficial owner (provided that such person has not become the beneficial owner of such share other than in accordance with the provisions of these Articles) or, in the case of the transfer of the legal title and beneficial ownership of such share by the trustee of an employee benefit trust, to a different trustee of the same or another employee benefit trust.

8.4.   Family Trusts. Where Shares have been transferred under Article 8.3.1 or this Article 8.4 to trustees of Family Trusts, the trustees and their successors may transfer all or any of the Relevant Shares (subject as provided in Article 8.3) as follows:

8.4.1. on any change of trustee, the Relevant Shares may be transferred to the trustees from time to time of the Family Trusts concerned;

8.4.2. pursuant to the terms of such Family Trusts or in consequence of the exercise of any power or discretion vested in the trustees or any other person, all or any of the Relevant Shares may be transferred to the trustees from time to time of any other Family Trusts of the same individual shareholder or deceased or former shareholder or to any Family Member of the relevant shareholder or deceased or former shareholder who has become entitled to the shares proposed to be transferred;

8.4.3. back to the original individual shareholder.

8.5.   Restrictions on Permitted Transfers.

8.5.1. Any transfer of a share which would otherwise be permitted by this Article 8 is subject to the restrictions set out in Article 6 (directors’ right to refuse to register transfers).

9.     DIRECTORS

9.1.   Removal by shareholders. A director may be removed from office by notice in writing to that effect served upon him signed by either: (i) a shareholder or shareholders alone or together holding more than 50 per cent in nominal value of the issued shares of the Company or (ii) a shareholder or shareholders alone or together who have that right pursuant to a Shareholders’ Agreement. This is subject to any agreement to the contrary contained in a Shareholders’ Agreement.

9.2.   Appointment by shareholders. A person may be appointed as a director by notice in writing to the Company signed by either (i) a shareholder or shareholders alone or together holding more than 50 per cent in nominal value of the issued shares of the Company or (ii) a shareholder or shareholders alone or together who have that right pursuant to a Shareholders’ Agreement. This is subject to any agreement to the contrary contained in a Shareholders’ Agreement.

9.3.   Enhanced voting rights on resolution to remove a director. In relation to any resolution to remove a director proposed at a general meeting or by a written resolution of shareholders, the shareholder or shareholders who appointed him pursuant to any entitlement conferred by a Shareholders’ Agreement and who vote against such resolution shall be deemed to have had, and to have exercised on that resolution, such number of votes as will result in such resolution being defeated.

10.  DIRECTORS’ CONFLICTS OF INTEREST

10.1. Authorising situational conflicts of interest. The directors may authorise, to the fullest extent permitted by law, any matter which would otherwise result in a director infringing his duty to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company and which may reasonably be regarded as likely to give rise to a conflict of interest (including a conflict of interest and duty or conflict of duties). The directors may do so subject to such terms and conditions, if any, as they may think fit from time to time to impose and subject always to their right to vary or terminate such authorisation.

10.2. Conditions for the authorisation to be effective. However, the authorisation referred to in Article 10.1 is only effective if:

10.2.1.                 Any requirement as to the quorum at the meeting at which the matter is considered is met without counting the director in question or any other interested director; and

10.2.2.                 The matter was agreed to without their voting or would have been agreed to if their votes had not been counted.

10.3. Effect of authorisation. If a matter has been authorised by the directors in accordance with Article 10.1 (an “approved matter”) then (subject to such terms and conditions, if any, as the directors may think fit from time to time to impose, and subject always to their right to vary or terminate such authorisation or the provisions set out below), the relevant director:

10.3.1.                 Shall not be required to disclose any confidential information relating to the approved matter to the Company if to make such a disclosure would result in a breach of a duty or obligation of confidence owed by him in relation to or in connection with that approved matter;

10.3.2.                 May be required by the Company to maintain in the strictest confidence any confidential information relating to the approved matter which also relates to the Company;

10.3.3.                 May be required by the Company not to attend any part of a meeting of the directors at which anything relevant to the approved matter is to be discussed and any related board papers may be withheld from that director;

10.3.4.                 May absent himself from discussions, whether in meetings of the directors or otherwise, and exclude himself from information, which may be relevant to the approved matter; and

10.3.5.                 Shall not, by reason of his office as a director, be accountable to the Company for any benefit which he derives from the approved matter.

10.4. Interests in other Group companies. A director may, notwithstanding his office or the existence of an actual or potential conflict between the interests of the Company and those of another member of the Group which would be caught by section 175(1) of the Act, be a director or other officer of, or employed by or otherwise interested in, whether directly or indirectly, any other company in the Group (a “group company interest”) and the director in question:

10.4.1.                 Shall be entitled to be counted in the quorum and to attend any meeting or part of a meeting of the directors or a committee of the board of directors at which any matter which is or may be relevant to the group company interest may be discussed, and to vote on any resolution of the directors or a committee of the board of directors relating to such matter or to take any unanimous decision of the directors, and any board or committee papers relating to such matter shall be provided to the director in question at the same time as the other directors;

10.4.2.                 Shall not be obliged to account to the Company for any benefit which he derives from a group company interest;

10.4.3.                 Shall not be obliged to disclose to the Company or use for the benefit of the Company, any confidential information received by him by virtue of his group company interest and otherwise than by virtue of his position as a director, if to do so would result in a breach of a duty or obligation of confidence owed by him to any other company in the Group or third party.

10.5. Interests in transactions or arrangements with the Company. The provisions of Articles 10.1 to 10.4 (inclusive) shall not apply to a conflict of interest which arises in relation to an existing or proposed transaction or arrangement with the Company but the following provisions of this Article 10.5 and Article 10.6 shall apply. Any director may be interested in an existing or proposed transaction or arrangement with the Company provided that he complies with the Act.

10.6. Effect of declaring an interest in a transaction or arrangement with the Company. Without prejudice to the obligation of each director to declare an interest in accordance with sections 177 and 182 of the Act, a director may vote at a meeting of the board of directors or of a committee of the board of directors on any resolution concerning a matter in which he has an interest, whether direct or indirect, which relates to a transaction or arrangement with the Company, or in relation to which he has a duty. Having so declared any such interest or duty he may have, the director shall be counted in the quorum present when any such resolution is under consideration and if he votes on such resolution his vote shall be counted. He may also retain for his own absolute use and benefit all profits and advantages directly or indirectly accruing to him under or in consequence of such transaction or arrangement.

10.7. Quorum in the event of conflicts of interest. If at any meeting of directors there is only one director entitled to vote on the business of the meeting, or any item of business at the meeting, because of a conflict of interest of the other directors, then the quorum for that meeting or that item of business shall be one.

11.  TRANSMITTEES

These Articles shall be binding upon and shall apply for the benefit of each transmittee of a shareholder.

12.  DEFINITIONS AND INTERPRETATION

12.1. Definitions. The following definitions apply in these Articles:

“Act” means the Companies Act 2006;

“Active Period” means, in respect of a specified notice, the period from the time of its service or deemed service until the time when none of the shareholders, the directors or the Company has any further rights or duties, directly or indirectly, pursuant to that notice;

“Articles” means these articles of association;

“Associate” has the meaning given to it in section 435 of the Insolvency Act 1986;

“Associated Company” means, in relation to a company, any company which is a holding company of that company or a subsidiary of that company or of such holding company;

“Family Member” means, in relation to any person, the spouse, parent and every child and remoter descendant of that person (including stepchildren and adopted children);

“Family Trusts” means, as regards any particular individual shareholder or former individual shareholder, a trust or trusts under which no immediate beneficial interest in any of the shares in question is from time to time vested in any person other than that individual and/or Family Members of that individual (and so that for this purpose a person shall be considered to be beneficially interested in a share if such share or the income from it is or may become liable to be transferred or paid or applied or appointed to or for the benefit of such person or any voting or other rights attaching to such share are or may become liable to be exercisable by or as directed by such person pursuant to the terms of the relevant trusts or in consequence of an exercise of a power or discretion conferred by the relevant trusts on any person or persons);

“Group” means the Company and any subsidiary or subsidiaries (if any) of the Company from time to time;

“Model Articles” means the model articles for public companies contained in Schedule 3 of the Companies (Model Articles) Regulations 2008 (SI 2008/3229) as amended prior to the date of adoption of these Articles;

“Permitted Transferee” means a person to whom shares have been permitted to be transferred pursuant to Article 8;

“THE HOUSING EXCHANGE LTD” means THE HOUSING EXCHANGE LTD, a company incorporated and registered in England and Wales under company registration number 12500102 whose registered office is at 71-75 SHELTON STREET,LONDON, WC2H 9JQ, United Kingdom;

“Relevant Shares” means (so far as they remain held by the Permitted Transferee) the shares originally transferred to a Permitted Transferee pursuant to Article 8 and any additional shares either issued to such Permitted Transferee by way of capitalisation of reserves or acquired by such Permitted Transferee in exercise of any right or option granted or arising by virtue of the holding of such shares or additional shares or any of them or the membership conferred by them;

“share” means an ordinary share in the Company;

“shareholder” means a registered holder of shares in the Company (and includes joint holders);

“Shareholders’ Agreement” means any agreement, by whatever name called, in effect from time to time between the Company and any shareholders holding shares that relates in whole or in part to the conduct of the Company’s affairs;

“Shareholders’ Special Consent” means the written consent, direction or agreement (which may be given by several instruments in the like form and may be subject to terms and conditions) of (i) shareholders holding not less than 75 per cent in nominal value of the issued ordinary share capital of the Company and (ii) each shareholder holding more than 15 per cent in nominal value of the issued ordinary share capital of the Company, in each case at the time the consent is given or the direction or agreement made;

“Transferee Company” means a company from time to time holding shares in consequence of a transfer or series of transfers of shares between Associated Companies (the relevant Transferor Company in the case of a series of transfers being the first transferor in that series);

“Transferor Company” means a company (other than a Transferee Company) that has transferred shares to an Associated Company; and

“transmittee” means a person entitled to a share by reason of the death or bankruptcy of a shareholder or otherwise by operation of law.

12.2. Interpretation. In these Articles, where the context admits and unless specified to the contrary:

12.2.1.  Words and expressions which have particular meanings in the original Articles of Association shall have the same meanings in these Articles, subject to which and unless the context otherwise requires, words and expressions which have particular meanings in the Act shall have the same meanings in these Articles;

12.2.2.  A reference to an “Article” is a reference to the relevant article of these Articles unless expressly provided otherwise;

12.2.3.  Words and expressions defined in any part of these Articles have the same meanings throughout these Articles;

12.2.4.  A reference to the issue of a share includes the allotment of a share;

12.2.5.  Use of the singular is deemed to include the plural, use of any gender is deemed to include every gender and any reference to a person is deemed to include a corporation, a partnership and other body or entity; and (in each case) vice versa;

12.2.6.  References to the “directors” means, unless the context otherwise requires, the directors of the Company acting as a board or the directors of the Company present or deemed to be present at a duly convened board meeting at which a quorum is present;

12.2.7.  A reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time, taking account of (i) any subordinate legislation from time to time made under it and (ii) any amendment or re-enactment, and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts;

12.2.8.  In relation to any shareholder, references to any English legal term for any action, remedy, method of judicial proceeding, insolvency proceeding, event of incapacity, legal status, court, governmental or administrative authority or agency, official or any legal concept, practice or principle or thing shall in respect of any jurisdiction other than England where that shareholder is domiciled, resident, incorporated or carries on business be deemed to include what most approximates in that jurisdiction to the English legal term concerned; and

12.2.9.  The headings shall not affect the interpretation of these Articles.

MANAGEMENT SERVICES AGREEMENT

1. THE HOUSING EXCHANGE LTD (incorporated and registered in England and Wales under company registration number 12500102) the registered office of which is at 71-75 SHELTON STREET, LONDON, WC2H 9JQ  (“THE HOUSING EXCHANGE LTD”); and
2. THE RELEVANT SPV (incorporated and registered in England and Wales under company registration number XXXXX) the registered office of which is at 71-75 SHELTON STREET, LONDON, WC2H 9JQ (the “Company”).

IT IS AGREED AS FOLLOWS:

1.     SERVICES

1.1.   Upon completion of its incorporation the Company hereby irrevocably appoints THE HOUSING EXCHANGE LTD on the terms and conditions of this Agreement to provide the Services as set out in Schedule 1 to the Company and THE HOUSING EXCHANGE LTD hereby accepts such appointment.

1.2.   THE HOUSING EXCHANGE LTD shall recommend individuals to be appointed as directors of the Company and the Company shall be irrevocably bound to formally appoint these recommended individuals to be directors within 2 weeks of THE HOUSING EXCHANGE LTD’s recommendation. Such appointment shall not be capable of termination, save that THE HOUSING EXCHANGE LTD shall be entitled to request the removal and replacement of such individuals as directors of the Company with immediate effect by serving written notice on the Company in accordance with clause 12. The Company shall be irrevocably bound to implement such removal and replacement. A majority of the board of directors will be independent and not connected to THE HOUSING EXCHANGE LTD.

1.3.   THE HOUSING EXCHANGE LTD shall take all reasonable steps to obtain the best possible result for the Company when executing orders regarding the Company’s assets.

1.4.   THE HOUSING EXCHANGE LTD shall:

1.4.1. Co-operate with the Company in all matters relating to the Services; and

1.4.2. Ensure that THE HOUSING EXCHANGE LTD’s employees use reasonable skill and care in the performance of the Services.

2.     DURATION

2.1.   This Agreement shall come into force on the date of appointment in accordance with clause 1.1 (the “Commencement Date”) and shall terminate if the Property itself is sold to a third party.

3.     COMPLIANCE WITH LAWS

THE HOUSING EXCHANGE LTD warrants that for the duration of this Agreement it shall, at its cost, comply with all relevant law and obtain and maintain in force all licences, permissions, authorisations, consents and permits needed to allow it to provide the Services and THE HOUSING EXCHANGE LTD shall make such licences, permissions, authorisations and permits and other consents available to the Company immediately upon request or as the Company shall direct from time to time.

4.     DELEGATION

4.1.   THE HOUSING EXCHANGE LTD shall be entitled to delegate any of the Services to any person and on such terms as it reasonably considers appropriate, and that the delegate shall owe the Company a duty of care under the terms of any such delegation.

4.2.   THE HOUSING EXCHANGE LTD shall remain liable to the Company under this Agreement for the performance of the Services, save that (subject to any legal or regulatory requirements) THE HOUSING EXCHANGE LTD shall not be accountable for the acts or omissions of any delegate if THE HOUSING EXCHANGE LTD has acted reasonably in its selection and monitoring of such delegate.

5.     THE COMPANY’S OBLIGATIONS

5.1.   The Company shall:

5.1.1. co-operate with THE HOUSING EXCHANGE LTD in all matters relating to the Services;

5.1.2. provide THE HOUSING EXCHANGE LTD with such access as it reasonably requires, for the purposes of the delivery of the Services, to the Property and other facilities of the Company; and

5.1.3. provide THE HOUSING EXCHANGE LTD with such information as THE HOUSING EXCHANGE LTD may reasonably request and the Company considers reasonably necessary in order to carry out the Services promptly and ensure that it is accurate in all respects.

5.2.   The Company shall be responsible for ensuring the Property is always sufficiently insured and for managing any claims on the insurance policy. THE HOUSING EXCHANGE LTD agrees to provide to the Company all relevant information and reasonable support and assistance to enable the Company to insure the Property and manage any claims under the insurance policy. THE HOUSING EXCHANGE LTD shall not be remunerated for the services it provides under this clause 5.2.

6.     FEES AND EXPENSES

6.1.   Subject to clause 7, the Company shall pay THE HOUSING EXCHANGE LTD:

6.1.1. A fee of 10% (or such other sum as the parties agree in writing) of the gross rental income plus Sales Taxes as applicable for the provision of the Services in relation to the Property (“Services Fee”); and

6.1.2. Any amount which is required to meet any other cost incurred by THE HOUSING EXCHANGE LTD (howsoever arising) to a third party for matters not covered by the Services that are required to enable THE HOUSING EXCHANGE LTD to properly discharge its responsibilities under this Agreement (“Third Party Costs”). Such Third Party Costs include, but are not limited to, maintenance and repairs, and service charges for leasehold properties.

6.2.   The Services Fee will be charged by way of monthly invoice provided to the Company by THE HOUSING EXCHANGE LTD. The Third Party Costs will either be charged to the Company by way of monthly invoice or in accordance with clause 7 below.

6.3.   Invoices covering payment in respect of services provided to THE HOUSING EXCHANGE LTD, or for reimbursement of expenses, shall be payable by the Company only if accompanied by relevant receipts (apart from the sum referred to in clause 6.1.1 above).

7.     COSTS IN RELATION TO THE PROPERTY

7.1.   In the event that a substantial cost (“Substantial Cost”) arises in delivery of the Services, which cannot be met from the rental income, THE HOUSING EXCHANGE LTD will:

7.1.1. Notify the Company as soon as practicable of the Substantial Cost; and

7.1.2. As required, act as the agent of the Company to borrow funds from a third party (whether connected with THE HOUSING EXCHANGE LTD or otherwise) at reasonable arm’s length interest rates to meet the Substantial Cost.

7.2.   In the event that funds are borrowed by the Company to meet the Substantial Cost, the associated liability will be met from the rental income (following the deduction of the fee set out in clause 6.1) until such time as the debt is repaid. The Company hereby authorises THE HOUSING EXCHANGE LTD to make such deduction.

7.3.   Should borrowings made by the Company be outstanding on a sale of the Property, repayment of the borrowings shall be made by THE HOUSING EXCHANGE LTD out of the proceeds of sale of the Property.

8.     CONFIDENTIALITY

8.1.   This Agreement and the Confidential Information shall be kept strictly confidential by the parties and they shall not use it other than in connection with the performance of obligations under this Agreement.

8.2.   Notwithstanding clause 8.1, either party shall be entitled to disclose any of the Confidential Information or matters referred to in it:

8.2.1. Pursuant to any law, rules of professional practice or as ordered by a competent authority; or

8.2.2. To those of its officers and employees who need to be aware of the Confidential Information in connection with this Agreement provided that they have been made aware of the provisions of this Agreement and all reasonable steps have been taken to ensure they comply with this confidentiality clause as if they were a party to this Agreement;

8.2.3. To its professional advisers and consultants who need to be aware of the Confidential Information to carry out their duties as professional advisers or consultants;

8.2.4. To any associate or shareholder, or prospective shareholder, of a party provided that such disclosure is necessary in connection with this Agreement;

8.2.5. To any bank or financial institution from whom the party is seeking or obtaining financing under the terms of this Agreement;

8.2.6. To any third party bona fide potential buyer of the business of the party or the Property if such information is relevant in the context of the proposed purchase of that party’s business or the Property provided that the party obtains a written confidentiality undertaking in similar terms to this clause 8 from the potential buyer and provides a copy to the other party; or

8.2.7. Which can be shown to have been known to a party or any of its associates prior to any disclosure under this Agreement; or

8.2.8. To the extent such Confidential Information has been received from a third party without a duty of confidence; or

8.2.9. To the extent that it has become generally available to the public other than as a result of a breach of this clause by the party seeking to disclose the information or matter in question.

8.3.   The provisions of this clause shall survive the termination of this Agreement insofar as they remain relevant.

8.4.   Each party shall make available for collection by the other party all Confidential Information which it has obtained in connection with this Agreement within 5 Business Days of the date of termination of this Agreement. This does not apply to Confidential Information which is subject to legal professional privilege.

9.     ASSIGNMENT

10. THE HOUSING EXCHANGE LTD may at any time assign, transfer, any or all of its rights and obligations under this Agreement by giving the Company 7 days’ written notice of such assignment.

11.  TERMINATION AND VARIATION

11.1. Any termination or variation of this Agreement which is reasonably required by THE HOUSING EXCHANGE LTD or the Company will be effective and binding on THE HOUSING EXCHANGE LTD and the Company if embodied in writing (including email) by the parties. Any such instrument will have the same effect from and after its effective date as if it had originally been embodied in, and formed part of, this Agreement. A copy of any such instrument shall be uploaded to the Website as soon as practicable after it has been agreed.

12.  NOTICES

12.1. Any notice or other communication given to either party in connection with this contract shall be in writing and delivered by hand or sent by pre-paid first class post (or an equivalent next day delivery service) at its registered address (if a company) or sent by email to the email address notified to the other party in accordance with this contract. THE HOUSING EXCHANGE LTD’s email address for the service of notices is info@housingexchange.org.uk

12.2. Any notice or other communication will be deemed to have been received if delivered by hand, on signature of delivery receipt or at the time the notice is left at the proper address, or if sent by email, at 9.00 am on the next working day after it is sent or if sent by post (or other delivery service) on the second working day after posting.

13.  VALIDITY OF AGREEMENT

14. Each party warrants to the other that:

14.1. It has full capacity and authority to enter into and to perform this Agreement;

14.2. This Agreement has been executed by a duly authorised representative of such party; and

14.3. Once duly executed this Agreement shall constitute its legal, valid and binding obligations.

15.  INTERPRETATION

16. In this Agreement:

16.1. Words and expressions defined in any part of this Agreement shall have the same meanings throughout this Agreement;

16.2. Use of the singular is deemed to include the plural, use of any gender is deemed to include every gender and any reference to a person is deemed to include a corporation, a partnership and any other body or entity and (in each case) vice versa;

16.3. The use of technical terms that are defined in the Act will be assumed to have the meanings given in that legislation as at the date of this Agreement;

16.4. Reference to any law or regulation includes any subsequent modification or re enactment except to the extent that would result in additional liability;

16.5. References to this Agreement or any other document will, where appropriate, be construed as references to this Agreement or such other document as varied, supplemented, novated and/or replaced in any manner from time to time;

16.6. Any undertaking by either of the parties not to do any act or thing shall be deemed to include an undertaking not to permit or suffer or assist the doing of that act or thing and any undertaking to do any act or thing shall be deemed to include an undertaking not to do anything inconsistent with carrying out that act or thing;

16.7. A reference to a document being in ‘agreed form’ means that it is in the form agreed by the parties prior to the execution of this Agreement and either initialled for the purpose of identification by or on behalf of their respective solicitors or signed contemporaneously with the execution of this Agreement;

16.8. The heading to any provision of this Agreement will not affect its interpretation;

16.9. “Act” means the Companies Act 2006 including any statutory modification or re-enactment of it from time to time in force;

16.10.              “Agreement” means this agreement as amended or supplemented from time to time;

16.11.              “Articles” means the Articles of Association of the Company;

16.12.              “associate” has the meaning given to it in section 435 of the Insolvency Act 1986;

16.13.              “Beneficial Shareholders” means the owners of the beneficial interest in the shares of the Company from time to time;

16.14.              “Business Day” means any day in which banks in London are open for business excluding Saturdays, Sundays and any public holiday;

16.15.              “Confidential Information” means: the terms of this Agreement and all other agreements, arrangements and understandings entered into between the parties in relation to the subject matter of this Agreement;

16.16.              “FCA” means the Financial Conduct Authority;

16.17.              “parties” means the parties to this Agreement;

16.18.              “Personal Data” means, in relation to information held by a party, information relating to an individual which could be used to identify the individual to whom it relates either alone or in conjunction with other information the party holding also has in its possession or is likely to acquire;

16.19.              “Process” means, in relation to Personal Data, holding or taking any action in relation to such Personal Data, and “Processing” shall be interpreted accordingly;

16.20.              “Property” means one or more properties acquired or to be acquired by the Company;

16.21.              “Sales Taxes” means any sales, value added or similar taxes imposed by law; and

16.22.              “Services” means the Services described in Schedule 1 (Description of Services).

16.23.              “Shareholders Agreement” means the shareholders’ agreement between the Company and THE HOUSING EXCHANGE NOMINEE LTD

17.  MISCELLANEOUS

17.1. No variation of this Agreement will be effective unless made in writing (including email) by or on behalf of each of the parties.

17.2. This Agreement constitutes the entire Agreement between the parties in relation to its subject matter and supersedes any previous agreements (whether oral or in writing) between the parties in relation to such matters.

17.3. Except as required by law, no terms shall be implied (whether by custom, usage or otherwise) into this Agreement.

17.4. Each party acknowledges that in entering into this Agreement it has not relied on any express or implied representation, warranty, assurance, covenant, collateral agreement or undertaking (whether made negligently or innocently) not set out in this Agreement. Each party waives all rights and remedies which, but for this clause 17.4, might otherwise be available to it in respect of such representation, warranty, assurance, covenant, collateral agreement or undertaking. However, nothing in this clause 17.4 limits or excludes any liability for fraud.

17.5. No provision of this Agreement creates a partnership between the parties or makes a party the agent of the other party for any purpose. A party has no authority to bind, to contract in the name of or to create a liability for the other party in any way or for any purpose.

17.6. Except as expressly provided in this Agreement, no provision of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it. The parties may without limit or restriction vary this Agreement or any provision of it which may be enforced by a third party or otherwise amend this Agreement in such a way as to extinguish or alter the third party’s entitlement under any such provision without the consent of that third party.

17.7. If any provision of this Agreement, or any part of a provision of this Agreement, is found to be illegal, invalid or unenforceable the remaining provisions, or the remainder of the provision concerned, shall continue in effect. If any provision of this Agreement is or becomes invalid or unenforceable (whether wholly or partly) but it would be valid or enforceable if deleted in part or reduced in application, then the provision shall apply with the minimum deletion or modification necessary to make it valid or enforceable.

17.8. A failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.

17.9. Any date or period mentioned in this Agreement may be extended by agreement between the parties.

17.10.              The express rights and remedies provided in this Agreement do not exclude any other rights or remedies provided by law, except to the extent that the rights and remedies of a party are expressly excluded or restricted by the terms of this Agreement.

17.11.              This Agreement is binding on and shall apply for the benefit of the parties’ personal representatives, successors in title and permitted assignees.

17.12.              This Agreement may be executed in any number of counterparts, each of which when executed and delivered is an original, but all the counterparts together constitute the same document.

17.13.              This Agreement shall be governed by and construed in accordance with the laws of England and each of the parties submits to the exclusive jurisdiction of the Courts of England & Wales.

18. This Agreement has been entered into on the date stated in clause 1.1.

SCHEDULE 1

Description of Services

The following services (the “Services”) relating to the Property and the Company will be provided by THE HOUSING EXCHANGE LTD to the Company in accordance with this Agreement by way of the management of the following functions of the Company:

1. Portfolio management and risk management;
2. Co-ordinating suppliers to provide maintenance of the Property;
3. Rent collection;
4. Dealing with tenants of the Property;
5. Dealing with invoicing;
6. Marketing the Property for rent;
7. Managing disputes in relation to the Property;
8. Managing the service charge payment, fees and costs associated with creating leasehold interests in freehold properties, fees and costs associated with any letting or subletting and budgets (where appropriate) in relation to the Property;
9. Dealing with Her Majesty’s Revenue & Customs and all appropriate tax returns of the Company;
10. Dealing with management of the statutory books and all other regulatory filings of whatever nature of the Company;
11. Dealing with any voting process required in accordance with the Shareholders’ Agreement or the articles of association including assisting in arranging the issue and/or placement of securities and any permitted transfers of shares made in accordance with Clause 8 of the Articles;
12. Appointing a Chartered Surveyor to undertake a valuation of the Property as and when required;
13. Raising mortgage and/or re-mortgage finance including payment of fees in relation to the same;
14. Risk reduction by means of partial sale provided always that the benefit of the same is distributed in accordance with the Shareholders Agreement; and
15. Appointing an agent to sell the Property (where instructed to do so by the Company).