This agreement sets out the terms and conditions on which, Terranova.Network Limited, a company incorporated in England and Wales with company number 11273793 ("GetGround"), will allow you to use GetGround’s web application platform (the "GetGround Platform") to make use of its services, such services include:
(i) designing a UK private limited company for the sole purpose of acquiring, owning and managing an individual Property either directly or via a holding company (the “Company”);
(ii) access to our proprietary database of high-quality investment properties from our extensive partner network and our proprietary sourcing methods and services ("GG Search"); and
(iii) access various buy-to-let services provided by GetGround and our trusted partners via the GetGround Platform.
Please read these terms and conditions carefully before using the GetGround Platform. By using the GetGround Platform, you agree to be bound by these terms and conditions.
1. BACKGROUND
1.1. The role of GetGround is to provide access to the GetGround Platform.
1.2. Any provision of this agreement and any associated obligation or action which requires GetGround to be authorised by the FCA or an appointed representative of a company which is authorised and regulated by the FCA will apply so long as GetGround is and continues to be authorised by the FCA or an appointed representative of a company which is authorised and regulated by the FCA.
2. COMPANY INCORPORATION
2.1. GetGround will incorporate a Company and provide the services and any additional services on the terms set out in this agreement and the GG Company T&Cs. A guide to these services and some of the additional services available can be found here.
2.2. Incorporation of a Company will be conditional on the following:
(a) payment by you or another Shareholder of the Company Set-up Fee;
(b) completion of satisfactory Know Your Customer (KYC) checks, anti-money laundering checks and any other checks as determined by GetGround in its sole discretion; and
(c) compliance by you with this agreement.
2.3. Once a Company has been incorporated the Company Set-up Fee is only refundable in accordance with GetGround’s refund policy which can be found here.
3. PROPERTY PURCHASE AND INVESTMENT
3.1. In undertaking a Property Purchase you agree that you have done so solely with any independent knowledge that you may have and that no information about any property has been reviewed or approved by GetGround.
3.2. Nothing done or not done by GetGround nor anything on the GetGround Platform is to be construed as advice or a recommendation by GetGround in relation to an investment.
3.3. You acknowledge and agree that prior to investing through the GetGround Platform, you have consulted, where necessary, with your own investment, legal, accounting, regulatory, tax and other advisors as to the risks and consequences of investing through a Company via the GetGround Platform.
3.4. You acknowledge and agree that if the Property is intended to be rented as a holiday let you will notify GetGround of this prior to the purchase.
3.5. Any solicitor instructed by you or a Shareholder (if applicable) to act in respect of the Property Purchase or any subsequent Property sale or sale of Shares will be from a UK based law firm and regulated by the Solicitors Regulation Authority.
3.6. Upon completion of the Property Purchase you or your solicitor will promptly notify GetGround that completion has occurred.
3.7. All materials provided by GetGround are for informational purposes only, and are not to be construed as legal, tax, investment, financial, or other advice. Nothing contained in these materials constitutes a solicitation, recommendation, endorsement, or offer by GetGround in this or in any other jurisdiction. All reasonable efforts have been made to ensure that this information is accurate and up to date, however it does not constitute a comprehensive or complete statement of the matters discussed or the law and should not be relied on as such.
3.8. You should not make any investment decisions unless you understand the nature of the decision and the extent of your exposure to risk. You should also be satisfied that any product or service is suitable for you in light of your financial position and investment objectives and, where necessary, you should seek appropriate independent advice in advance of making any investment decisions.
3.9. GetGround may receive commission for referrals made to certain third parties in connection with the provision of its services to you
3.10. GetGround is able to provide a number of property investment services via the GetGround Platform. Details of these services, the corresponding fees and relevant terms and conditions can be found here and by using such services you agree to be bound by the relevant terms and conditions.
4. WARRANTIES
4.1. By using the GetGround Platform and designing your Company, you represent and warrant:
(a) that you are legally entitled to invest any funds into a Company from time to time;
(b) that you are investing your own funds and not on behalf of any other person;
(c) that, if you are a natural person, you are at least 18 years old;
(d) that all information provided by you to GetGround (including all information provided pursuant to Know Your Customer (KYC), anti-money laundering requirements and any other checks required by GetGround) is accurate, true, complete and not misleading in any way and that you will ensure that it remains accurate as long as this agreement is in place and if you become aware of any information previously provided that is no longer accurate, you will immediately inform GetGround;
(e) that you will promptly (and in any event within 48 hours of notification by GetGround that the documents are available for signature) execute the Company Documents once a Company is incorporated;
(f) that you will comply in all respects with the Website T&Cs and the GG Company T&Cs (where applicable);
(g) that you will not do or omit to be done any act or thing in contravention of any Applicable Laws and/or applicable registrations;
(h) that you will at all times comply with all Applicable Laws and regulatory requirements applicable to you as a Director and/or Shareholder (as applicable) or otherwise applicable to you as a result of your relationship with GetGround;
(i) that you have read and understood the GetGround Privacy Policy and will comply at all times with all applicable data protection laws;
(j) that you will, so long as a Company is on the GetGround Platform:
(i) only ever allow each relevant Company to hold one Property and carry out no other business or activities unrelated to that Property; and
(ii) in respect of a GetGround holding company only, that you will use such company solely as a holding company and for no other purpose other than to incorporate one or more wholly owned subsidiaries; and
(k) that you will ensure that all of the information on the GetGround Platform is accurate and up to date at all times and understand that GetGround is entitled to rely on the accuracy of this information to carry out the services and any additional services pursuant to this agreement and the GG Company T&Cs.
5. ILLEGAL ACTIVITY
5.1. If GetGround, acting reasonably, determines that there has been Illegal Activity then GetGround is authorised to immediately:
6. DATA PROTECTION AND INTELLECTUAL PROPERTY
6.3. Each party shall comply with its respective obligations under applicable data protection laws.
6.4. GetGround’s data privacy policy can be found at https://www.getground.co.uk/en/help/privacy-policy and pursuant to Clause 4.1(i) above you warrant that you have read and understood this policy.
6.5. Intellectual Property that is material to and used in connection with the GetGround Platform shall continue to be the property of GetGround (regardless of whether the rights came into existence before or after the date of this agreement) (“GetGround IP”) and no licence to use such GetGround IP is granted to you under this agreement. You agree you will not infringe any GetGround IP.
6.6. This Clause 6 shall survive termination of this agreement.
7. TERMINATION
7.1. This agreement may be terminated by GetGround by providing 30 days written notice to you by way of email or via the GetGround Platform (as applicable) (a “Termination Notice”).
8. COMPLAINTS
8.1. Should you have any complaints regarding GetGround’s service you may put your concerns in writing to GetGround setting out the details of your complaint, using the following address: complaints@getground.co.uk.
Milford House
43-55 Milford Street
Salisbury
Wiltshire
SP1 2BP
01722 333 306
admin@tpos.co.uk
www.tpos.co.uk/consumers/how-to-make-a-complaint
8.4. GetGround is registered with The Property Ombudsman scheme (TPOS). Please note that TPOS will only review complaints made by consumers. You agree that GetGround may disclose information relating to the sale of a Property to TPOS if TPOS asks GetGround for it. GetGround is not a licensed estate agent in Singapore under the Estate Agents Act 2010 and does not provide estate agency services in Singapore.
9. MISCELLANEOUS
Notices
9.1. Any notice or other communication given to either party in connection with this agreement shall be:Entire Agreement
9.3. This agreement and any document expressly referred to in it constitutes the whole agreement between the parties and supersedes all previous discussions, correspondence, negotiations or agreement relating to its subject matter.No Set-Off
9.8. All amounts due under this agreement shall be paid by you in full without any deduction or withholding other than as required by law and you shall not be entitled to assert any credit, set-off or counterclaim in order to justify withholding payment of any such amount in whole or part.Payment
9.9. Any payment which is due to be made on a day which is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the immediately preceding Business Day (if there is not).VAT
9.10. All payments to be made (and other consideration to be provided) under this agreement by one party to another shall (except where otherwise specifically stated) be taken to be exclusive of VAT (if applicable) and any VAT chargeable in respect of the matters giving rise to such payments (or other consideration) will be added to such payment or other consideration and paid in addition by the recipient of the supply. No person will be obliged to pay any amount in respect of VAT chargeable in accordance with this Clause 9.10 unless a valid VAT invoice has been provided to the payer by the person making the supply.Indemnity
9.11. You shall indemnify GetGround against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by GetGround arising out of or in connection with:(b) your breach or negligent performance or non-performance of this agreement;
(c) the enforcement of this agreement; or
(d) any claim made against GetGround by a third party arising out of or in connection with the provision of the services under this agreement, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by you.
Force Majeure
9.12. Notwithstanding any other provision of this agreement to the contrary, neither party will be liable for any loss caused directly or indirectly from circumstances not within its reasonable control, including but not limited to acts of God, government restrictions, exchange or market rulings, actions affecting securities, clearing or commodity exchanges including suspensions of trading or extensions of trading hours, dealing cut-off times and holidays, acts of civil or military authority, national emergencies, epidemic or pandemic, natural disasters, wars, riots or acts of terrorism, industrial disputes, acts or regulations of any governmental or supranational bodies and authorities or the failure or malfunction of any telecommunication or computer service.Binding Agreement to Successors
9.13. Except as otherwise specified, this agreement shall enure to the benefit of and shall be binding upon the heirs, executors, administrators or other representatives, successors and assigns of the respective parties hereto.Further Assurance
9.14. You shall and shall use your reasonable endeavours to procure that any person to which you are connected shall do, execute and perform all such further acts, deeds, documents and things as may be reasonably required from time to time in order to implement all the provisions of this agreement.Continuing Effect
9.15. To the extent that the provisions of this agreement are capable of surviving the expiry or termination of this agreement or are required to give effect to such expiry or termination such provisions shall remain in full force and effect after the date of termination of this agreement.Severability
9.16. If any provision or part-provision of this agreement or any provisions or part-provisions of any other document featured as part of your relationship with GetGround are determined by a competent authority to be invalid, unlawful or unenforceable, to any extent, then such provisions will be severed from the remaining provisions which will continue to be valid, as far as permitted by English law.Hold Harmless
9.17. Neither GetGround nor any of its Affiliates accepts any duty or responsibility whether in contract, tort (including without limitation for negligence or breach of statutory duty) or otherwise to you, a Company, the Shareholders, any tenant of the Property or to any third party in connection with:No Partnership or Agency
9.19. Nothing in this agreement 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.Variation
9.20. GetGround may amend this agreement or any document referenced in this agreement by placing a new version of this agreement on the GetGround Platform and/or GetGround website, and where possible will give you notice that a change has been made. You should periodically check the GetGround Platform and/or GetGround website for updates to this agreement. You will be deemed to have accepted any updates or amendments to this agreement if you continue to use the GetGround Platform after such updates or amendments have been placed on the GetGround Platform and/or GetGround website.Assignment
9.22. You shall not assign, transfer, charge or deal in any other manner with this agreement or any of the rights under it nor purport to do the same. GetGround may at any time assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.Delegation
9.23. GetGround may delegate any powers, duties or obligations arising under this agreement on such terms and conditions to such third party as GetGround reasonably thinks fit. The costs of any delegation shall be for the account of GetGround and not for the account of you unless the parties have otherwise previously agreed in writing.Waiver
9.24. If GetGround fails to insist on your strict performance of this agreement or if GetGround fails to exercise any of its rights or remedies to which it is entitled under this agreement, 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 this agreement. No full or partial waiver of any such right or remedy shall restrict GetGround from exercising that right or remedy, or any other right or remedy, in the future.Limitation of Liability
9.25. You acknowledge and agree that GetGround has not considered the viability of any investment and that GetGround makes no warranties nor assumes any liability in respect of the quality or nature of any investments. You agree that GetGround will not be liable to you for any loss, financial or otherwise that you suffer as a result of or in connection with any investment via a Company or otherwise in connection with your use of the GetGround Platform and that GetGround will not be liable to you in any way whatsoever. This Clause 9.25 does not affect GetGround’s liability for death or personal injury arising from GetGround’s negligence, nor GetGround’s liability for fraud, neither of which can be excluded or limited under English law.Conflicts
9.26. GetGround and its Affiliates shall be deemed not to be affected with notice of, and shall be under no duty to disclose to you any fact or thing which may come to the notice of GetGround or any of its Affiliates or any servant or agent of any of them in the course of them rendering services to others or in the course of their businesses in any capacity or in any manner whatsoever otherwise than in the course of carrying out the services, obligations and/or duties under this agreement.Safeguarding
9.27. GetGround does not hold your Shares after a Company has been incorporated and the share certificate(s) in respect of such Shares are sent to you and your solicitor. A copy of the share certificate(s) will be available on the GetGround Platform.Confidentiality
9.28. Each party agrees to keep strictly confidential (i) any information designated or marked as confidential, or would reasonably be regarded as being of a confidential or proprietary nature, and (ii) the terms of this agreement, the Shareholders’ Agreement, the GG Company T&Cs and any other terms and conditions referenced in this agreement (excluding the Website T&Cs) and shall not disclose any such information save to the extent any disclosure is required by law, disclosed by a party to its Affiliates, employees, officers, professional advisers, auditors or bankers, or made following the prior written approval of the party to which the information relates, such approval not to be unreasonably withheld or delayed.Third Party Rights
9.29. 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.Governing Law and Jurisdiction
9.30. Any dispute or claim arising out of or in connection with this agreement, the GetGround Platform or its subject matter or formation will be governed by English law and such disputes or claims will be subject to the exclusive jurisdiction of the courts of England and Wales.10. DEFINITIONS AND INTERPRETATION
10.1. In this agreement, in addition to the defined terms above, the following definitions apply:
“Applicable Laws” means and includes any statute, law, regulation, ordinance, rule, judgment, notification, order, decree, bye-law, common law, permit, licence, approval, consent, authorisation, government approval, directive, guideline, requirement or other governmental restriction, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law of any of the foregoing, by any governmental authority having jurisdiction over the matter in question or over any of the parties, whether in effect as of the date of this agreement or in the future;
“Business Day” a day on which the English clearing banks are ordinarily open for the transaction of normal banking business in the City of London (other than a Saturday or Sunday);
“Company Documents” means the documents you and each Shareholder are required to sign once a Company has been incorporated, including but not limited to, the Shareholders’ Agreement and the GG Company T&Cs;
“Company Set-up Fee” means the fee agreed between you or a Shareholder (if applicable) and GetGround and payable by you or a Shareholder (if applicable) prior to the incorporation of a Company;
“Director” means a director of a Company;
“GG Company T&Cs” means the GetGround terms and conditions signed by you, the Company and each Shareholder (if applicable) on or around the date the Company is incorporated, a copy of which are available on the GetGround Platform;
“FCA” means the Financial Conduct Authority of 12 Endeavour Square, London, E20 1JN;
“Illegal Activity” means any act or omission by you, a Company, a Shareholder, a Director or their Affiliates or related persons (as applicable) that contravenes any Applicable Laws including but not limited to the Proceeds of Crime Act 2002 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (SI 2017/692);
“Intellectual Property” means all intellectual property, including patents, trade marks, service marks, domain names, business and trading names, styles, logos and get-ups (whether registered or unregistered) in any part of the world, rights in goodwill, database rights and rights in data, rights in designs and copyrights (whether or not any of these rights are registered, and including applications and the right to apply for registration of any such rights) and all inventions, rights in know-how, trade secrets and confidential information, customer and supplier lists and other proprietary knowledge and information and all rights under licenses and consents in relation to any such rights and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world for their full term, including any renewals and extensions;
“New Build Property” means a single freehold or leasehold residential investment property selected by you which is being occupied and/or sold for the first time on the open market in its current state and is either (i) newly built property; or (ii) newly converted property (i.e. conversion of an existing non-residential property, for example an existing mill converted into flats).
“Property” means a freehold or leasehold residential investment property either (i) owned by a Company, or (ii) selected by you and the Shareholders (if applicable) for investment (as applicable);
“Property Purchase” means the transaction that occurs when a Property is bought by a Company;
“Second Hand Property” means a single freehold or leasehold residential investment property selected by you that is not a New Build Property
“Shareholder” means you or any shareholder of a Company of which you are also a shareholder. Where investing as a sole shareholder of a Company, references to "Shareholders", "each Shareholder" or "Shareholders collectively" shall mean you;
“Shareholders' Agreement” means the shareholders' agreement to be entered into between you, a Company, each Shareholder (if applicable) and any other persons who hold Shares that sets out certain aspects of the affairs and dealings with that Company;
"Shares" means shares in the issued capital of a Company;
"VAT" means value added tax or any tax of an equivalent nature in any other jurisdiction and any tax replacing or supplementing the same;
"Warranties" the warranties set out at Clause 4 (Warranties); and
"Website T&Cs" means the terms and conditions that govern your use of the GetGround website (www.getground.co.uk) and any associated pages which can be found here.
10.2 Unless otherwise stated, references to Clauses are to Clauses of this agreement.
10.3 The clause and paragraph headings used in this agreement are inserted for ease of reference only and shall not affect construction.
10.4 Words in the singular include the plural and vice versa and references to one gender include all genders.
10.5 A reference to a person includes an individual, firm, partnership, company, association, organisation or trust (in each case whether or not having a separate legal personality).
10.6 A reference to a party is to a party to this agreement and includes the respective successors or permitted assigns of the original parties.
10.7 Any references to “Company” in this agreement will also include:
(a) all companies created on the GetGround Platform of which you are a shareholder; and
(b) any subsidiaries of a Company from time to time (as applicable).
10.8 References to “you” are references to you as a user of the GetGround Platform.
Updated and effective as of 01 June 2023