2.1 In this Agreement, the following terms will have the following meanings, unless the context otherwise requires:
Auction: an auction conducted by a Seller for the sale of a Venture on CrowdMnA in which bids are invited from Buyers. In an auction any bids will be made public but the bidder’s identity will only be disclosed to the Seller and not to the public;
Buyer: a person who offers or bids to purchase a Venture advertised on CrowdMnA from a Seller;
Pro Forma Sale and Purchase Agreement: the pro forma terms and conditions provided by CrowdMnA to Sellers, which Sellers may at their option use as the terms and conditions governing the sale of their Venture if the sale is of the assets of the Venture and not company shares of the Venture;
Escrow Agent: a third party called Transpact which is the trading name of Anpa Forward Ltd, a UK private company with a registered number 06226243 and authorised and regulated by the Financial Conduct Authority under the Payment Services Regulations 2009 and address of 26 Heathfield Gardens, London, NW11 9HX, England;
Fees: the fees and charges of CrowdMnA which it applies from time to time in relation to the Services as given in clause 6;
Intellectual Property Rights: all intellectual property rights (including, without limitation) rights in inventions, patents, registered designs, unregistered designs, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, technical information, computer coding or know how or similar rights, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Introducer: a person who contacts a Seller in order to suggest that they can effect an introduction to a potential Buyer;
Listing: the advertisement placed by a Seller on CrowdMnA for the sale of a Venture;
Purchase Price: the purchase price accepted and agreed between the Buyer and the Seller as an accepted offer in a Private Sale or the purchase price bid by the Buyer as the Winning Bidder in an Auction;
Private Sale: a sale of a Venture conducted by a Seller by asking Buyers to propose a price at which they would buy the Venture from the Seller. In a private sale the public will not see the offers made by Buyers to the Seller;
Seller: an owner of a Venture who wishes to sell the Venture and who uses CrowdMnA to advertise the Venture for sale;
Site Rules: the policies, rules and procedures of CrowdMnA in relation to the holding of or participation in a Private Sale or an Auction or the use of CrowdMnA. A copy of the Site Rules can be found here Site Rules;
Success Fee: a fee for an amount as stated here Pricing based on the gross Purchase Price of the Venture that is payable by the Seller at the same time as the transfer of the Sale Proceeds from the Buyer to the Seller following (a) the conclusion of an Auction which results in a Winning Bidder; or (b) the acceptance by the Seller of an offer to purchase the Seller's Venture via a Private Sale; or (c) when a listed Venture is sold by the Seller accepting an offer from a Buyer received on CrowdMnA;
Third Party Agreements: any agreements which a Seller has with a third party in relation to their Venture that are necessary for the continued operation of the Venture as described in the Seller’s Listing, which may include amongst others software license agreements, hosting agreements, payment provider agreements, affiliate agreements and reseller agreements;
Third Party Provider: any third party that provides goods or services to CrowdMnA or to Buyers and Sellers via CrowdMnA. For the avoidance of doubt, a Buyer or Seller acting in that capacity will not be a Third Party Provider:
User Account: an online account with CrowdMnA which enables you to use CrowdMnA;
Venture: an online, IT or technology service or product (either complete or still in development) or trading business, including a website or app, which a Seller displays on CrowdMnA to sell to a Buyer;
Winning Bidder: a Buyer whose bid in an Auction is the highest bid at the end of the Auction period and that bid is higher than the reserve price.
2.2 In the interpretation of this Agreement, unless the contrary intention appears:
3.1 This Website is operated by CrowdMnA Limited, a limited liability company registered in England and Wales under company number [ ].
3.2 CrowdMnA is an online marketplace providing a platform that allows users to offer, sell and buy online, IT and technology Ventures in two different pricing formats, an Auction and Private Sale, from a variety of geographical locations (“Services”):
4.1 In connection with using or accessing the Services you will not:
4.2 In using CrowdMnA’s Services you will be required to set up a User Account with a username and password. You agree to keep confidential and secure any username or password used to access your User Account. You warrant that all information provided to CrowdMnA in the setup of your User Account is true and correct in every detail. You agree to only maintain one User Account in relation to your use of the Services. If requested from you by CrowdMnA to verify your identity, you agree to provide relevant identification documents including copies of your passport and driver’s licence. By creating a User Account, you represent and warrant to CrowdMnA that you are 18 years of age or older or the age of majority in the jurisdiction in which you reside and you can form legally binding agreements under applicable law. Should you permit a person of 13 years of age or more to use your User Account in accordance with this Agreement then you agree that you are responsible for their actions, omissions or negligence and you indemnify CrowdMnA against any loss, cost, expense or damage it may suffer as a result of the same.
4.3 If you are registering with CrowdMnA as a business entity, you represent that you have the authority to legally bind that entity.
4.4 You agree that we will commence supplying our Services to you as soon as you accept this Agreement, which is done so by using our Services. You can cancel this Agreement under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. We may recoup the cost of any Services provided up to the point of cancellation.
4.5 If (a) we believe you are violating our policy on offers to buy or sell outside of CrowdMnA, you may be subject to a range of actions, including limits on your buying and selling privileges, suspension of your account, application of fees for the introduction of a Seller to a Buyer, and recovery of expenses for policy monitoring and enforcement; and (b) you are a Seller and you offer or reference your contact information or ask for the Buyer’s contact information in the context of buying or selling outside of CrowdMnA, you will be liable for all final value fees in consideration for the successful sale to a Buyer for that Venture on the CrowdMnA site even if the Venture does not sell.
4.6 We may cancel unconfirmed accounts or accounts that have been inactive for a long time or modify or discontinue our Services.
Without limiting other remedies, we may limit, suspend, or terminate your User Account and access to our Services, including suspending or terminating any live Auctions of Private Sales, restrict or prohibit access to, and your activities on, our Services, cancel bids or offers, remove or demote or otherwise restrict the visibility of Listings, delay or remove hosted content, and take technical and legal steps to keep you from using our Services, without any notice to you, and for any reason in our sole and absolute discretion, including the reasons listed in clause 4.1, or if:
6.1 The Fees we charge a Seller for using our Services includes a fee for:
6.2 The Seller permits CrowdMnA to automatically deduct the Success Fee (including any contingent success fee owing to an Introducer as displayed by a Seller in their Listing) from the Purchase Price or from their credit card in the event the Success Fee is not paid at the same time the Purchase Price is transferred to the Seller.
6.3 If you are a Seller, you are liable for our Success Fees arising out of all sales made using some or all of our Services, even if sales terms are finalised or payment is made outside of CrowdMnA. In addition, if you are a Seller and you offer or reference your contact information or ask for a Buyer’s contact information, you will be liable to pay the Success Fee in consideration for the introduction to a Buyer for that Venture on the CrowdMnA site, even if the Venture does not actually sell.
6.4 We may change our Fees or introduce new Fees from time to time by posting the changes on the CrowdMnA Website.
6.5 A seller agrees that any success fee payable to an Introducer will be paid by the Seller at the same time as CrowdMnA’s Success Fee is paid.
6.6 If a Venture that has a Listing on the Website is not sold during the Auction or Private Sale period, but subsequently is sold within 12 months after the date of the end of either the Auction period or Private Sale period, to a Buyer that either made a bid in an Auction or an offer in a Private Sale or was introduced to the Seller either by an Introducer or by using the Services of CrowdMnA, then the Seller agrees that the full Success Fee would be payable to CrowdMnA.
6.7 If a Venture that has a Listing on the Website is not sold during the Auction or Private Sale period, but subsequently is sold within 12 months after the date of the end of either the Auction period or Private Sale period, to a Buyer that was introduced by an Introducer using the Services of CrowdMnA, then the Seller agrees that any success fee displayed as payable to the Introducer would be payable to the Introducer.
7.1 All transfers of the Purchase Price between a Buyer and a Seller are managed using an external escrow service for (a) the safeguarding of the Purchase Price on behalf of the Buyer, to ensure that all property of the sold Venture is transferred to the Buyer’s satisfaction and (b) to protect the Seller who is transferring the property of the Venture to the Buyer only after it is confirmed that the Escrow Agent has received the Purchase Price from the Buyer. Only after the Buyer has satisfactorily received the transfer of all the property of the Venture from the Seller will the Buyer then approve the release of the Purchase Price from escrow to be transferred to the Seller in final settlement of the sale of the Venture.
7.2 CrowdMnA does not operate the escrow service or ever hold property on behalf of a Buyer or Seller, but uses the escrow services of a third party called Transpact.
7.3 In using the escrow services of Transpact, both the Buyer and Seller will be asked to sign up to Transpact’s services thereby agreeing to their terms and conditions. You hereby consent and authorise CrowdMnA and Transpact to share any information and payment instructions you provide with one another and, to the extent required to complete your transaction, with any third party service providers.
8.1 Your participation as a Buyer or Seller in an Auction or Private Sale will at all times be governed by this Agreement and the Site Rules. You agree that you are bound by this Agreement and the Site Rules and will comply with this Agreement and the Site Rules.
8.2 As a Seller, you may place a Listing on CrowdMnA to advertise a Venture for sale as either an Auction or a Private Sale. You cannot change the type of sale from Auction to a Private Sale or a Private Sale to an Auction whilst the Listing is active on CrowdMnA.
8.3 You must only list a Venture for sale that you own and which you are entitled to sell. By creating a Listing for a Venture, you are warranting to CrowdMnA and to each Buyer that:
8.4 In Listing your Venture, you agree to comply with the requirements in relation to Auctions and Private Sales as set out in this Agreement and the Site Rules.
When you display your Venture for Auction you must:
When you advertise your Venture as a Private Sale you must:
8.5 Any Venture listed for sale on CrowdMnA must offer for sale:
8.5 When Listing a Venture, you agree to comply with this Agreement and the Site Rules and that:
As a Buyer, you may offer to purchase a Venture of a Seller on CrowdMnA. Your offer to purchase must be submitted on CrowdMnA. In the case of an Auction, your offer to purchase will be submitted as a bid in the Auction. All offers to purchase a Venture including an Auction bid or a Private Sale offer must be made in accordance with this Agreement and the Site Rules. When buying a Venture, you agree to comply with this Agreement and that:
10.1 An offer to purchase a Venture made in a Private Sale or as a bid in an Auction, is binding and irrevocable on the Buyer.
10.2 When a Seller agrees to sell a Venture to a Buyer by way of a Winning Bidder in an Auction or accepting an offer from a Buyer in a Private Sale, it is binding and irrevocable on the Seller.
10.3 In the case of a bid at an Auction, the offer to purchase a Venture will terminate once a higher bid is made by a third party.
10.4 The Buyer's bid in a Private Sale to purchase a Venture will not become binding upon the Seller until it is accepted by the Seller.
10.5 When a Seller agrees to sell a Venture to a Buyer by way of a Winning Bidder in an Auction or accepting an offer from a Buyer in a Private Sale (the Buyer in making the bid or offer has in so doing agreed to purchase that Venture should they be the Winning Bidder or have their offer accepted) then that agreement for the sale of the Venture ("Sale Agreement") will be legally binding on both the Seller and the Buyer. The Sale Agreement referred to here will comprise the Purchase Price offered by the Buyer and accepted by the Seller in return for the Venture as described in the Listing together with any additional items, content or terms and conditions that have been agreed between the Buyer and the Seller prior to the making and acceptance of any bid or offer.
10.6 The terms and conditions of the Sale Agreement must be specified by the Seller to the Buyer in the Venture Listing and/or negotiated separately between those parties after the Seller places its Venture Listing and before any bids or offers are made or accepted.
10.7 A Seller may following a Winning Bidder or the acceptance of an offer in a Private Sale elect to use the Pro Forma Sale and Purchase Agreement made available on this Website as the terms and conditions governing the sale of the Venture.
10.8 You acknowledge that in using or agreeing to the Pro Forma Sale and Purchase Agreement as the terms and conditions governing the sale and/or purchase of a Venture:
11.1 When providing us with content (including causing content to be posted using our Services), you grant us a non-exclusive, worldwide, perpetual (or for the duration of any copyright or other rights in such content), irrevocable, royalty-free, sub-licensable right to use the content (including without limitation, creating and using derivative works) and you authorise us to exercise any and all copyright, trademark, publicity, database or other intellectual property rights you have in or to the content in any media known now or developed in the future. By displaying a Listing, you grant CrowdMnA a permanent, irrevocable, and unrestricted license to store and display the details of your Listing. Further, to the fullest extent permitted under applicable law, you waive your moral rights in the content and promise not to assert such rights or any other intellectual property rights you have in the content against us, our sublicensees or our assignees.
11.2 You acknowledge and agree that CrowdMnA will not be liable or responsible for any breach by a Buyer or Seller of any Intellectual Property Rights or other rights held by a third party in relation to the sale or purchase of a Venture or in relation to a Listing.
12.1 Your use of the Services is at your sole risk. The Services are provided on an “as is”, and “with all faults”, and “as available” basis without any warranty or condition, express, implied or statutory. CrowdMnA does not warrant that the Services or Website will be uninterrupted, timely, secure or error-free or that any errors in the Services or Website will be corrected.
12.2 CrowdMnA does not offer a warranty or make any representations regarding any transactions carried out, or any Venture purchased, as a result of the Website or Services, including the quality of the Services, any Ventures or the Website.
12.3 CrowdMnA does not warrant that the results that may be obtained from the use of the Services will be accurate, reliable, will meet your expectations or that any information or content provided on or through the Services or the Website is valid, accurate, correct, reliable, complete or current.
12.4 CrowdMnA makes no representations or warranties regarding the use of information that you submit to a Seller, a Buyer or any other third party, whether using the Services, email or otherwise, and will have no liability in connection with the Venture (including without limitation its performance) that you may purchase from a Seller.
12.5 We try to keep CrowdMnA and its Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. Bid updates, Private Sale updates and other notification functionality in CrowdMnA’s Services will not occur in real time.
12.6 We (including our officers, directors, agents, affiliates, employees and professional advisers) shall not be liable to you for any claim in contract, tort (including negligence), statutory or otherwise for any direct, special, incidental, indirect or consequential loss or damages or injury including, but not limited to, business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, contracts, reputation or business interruption or for any losses arising, directly or indirectly from:
12.7 You accept sole responsibility for the legality of your actions under laws applying to you and the legality of any Ventures and associated content you list on CrowdMnA.
12.8 In addition, you specifically acknowledge and agree that no oral or written information or advice provided by CrowdMnA, our officers, directors, agents, affiliates, employees and professional advisers whether directly or indirectly, will: (i) constitute personal, legal or financial advice; or (ii) create a representation, warranty or condition of any kind with respect to the Services. You should not rely on any such information or advice, and you should consult an appropriate professional for specific advice tailored to your situation and jurisdiction.
12.9 Although we use techniques that aim to verify the accuracy and truth of the information provided by our Users, user verification on the internet is difficult. CrowdMnA cannot and does not confirm, and is not responsible for ensuring, the accuracy or truthfulness of Users' purported identities or the validity of the information which they provide to us or post on our Website.
12.10 You acknowledge and agree that CrowdMnA and its Third Party Providers have not made and will not make any express or implied warranties in relation to the Services or any other goods or services provided by CrowdMnA under this Agreement, other than those warranties expressly contained in this Agreement.
12.11 Nothing in this Agreement shall limit or exclude our liability for fraudulent misrepresentation, for death or personal injury resulting from our negligence or for any other liability that cannot be limited or excluded by law.
12.12 Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the total fees which you paid to us in the 12 months prior to the action giving rise to the liability.
12.13 If you have a dispute with one or more Users, you release us and our officers, directors, agents, affiliates, employees and professional advisers from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
12.14 Some jurisdictions may not allow the exclusion or limitation of implied representations, warranties or conditions, so the above limitations or exclusions may not apply or apply fully to you. In such event, CrowdMnA’s representations, warranties and conditions with respect to the Website, the Services, and any software or other products contained therein, will be limited to the greatest extent permitted by applicable law.
12.15 Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.
13.1 You agree to indemnify CrowdMnA, its officers, directors, agents, affiliates, employees, professional advisers and Third Party Providers ("Indemnified") and hold us and (as applicable) our officers, directors, agents, affiliates, employees, professional advisers and Third Party Providers harmless from and against any third party claims, demands, losses, expenses, damages, liabilities and costs (including, without limitation, legal costs and court costs on a full indemnity basis) which any of the Indemnified suffer or incur due to, arising out of or related to:
16.1 If any provision of this Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.
16.2 We may assign our rights and obligations under this Agreement (without your prior express consent), provided that we assign the Agreement on the same terms or terms that are no less advantageous to you. You must not assign, novate or otherwise transfer your rights or obligations under this Agreement without the prior written consent of CrowdMnA (which may be withheld).
16.3 You agree that CrowdMnA and its Third Party Providers will not be liable or responsible for any failure in, or delay to, the provision of the Services or in CrowdMnA complying with its obligations under this Agreement, where such failure or delay has arisen or is anticipated to arise as a direct or indirect result of a force majeure event or any other circumstances or events which are beyond the reasonable control of CrowdMnA or the Third Party Provider.
16.4 We may amend this Agreement at any time. All amended terms shall automatically be effective after they are initially posted. Your continued use of our Services after the effective date of these amended terms constitutes your acceptance of them.
16.5 This Agreement shall be binding on, and enure to the benefit of, the parties to this Agreement and their respective personal representatives, successors and permitted assigns, and a reference to a party shall include that party's personal representatives, successors and permitted assigns.
16.6 No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party specified in this Agreement or which exists or is available apart from that Act.
16.8 The following sections survive any termination of this Agreement: Fees (with respect to fees owed for our Services), Content, Disclaimer of Warranties, Indemnity, Compensation, Jurisdiction and General.
16.9 We shall send notices to you by email to the email address you provide during the registration process. Notice to you shall be deemed given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. Notices sent to either party by registered mail shall be deemed to have been received by that party three days after the date of mailing.