These terms and conditions are current as of 04 May 2020. For the most up to date version please contact The OwnerGroups Company Ltd via this website. All terms and conditions are subject to change.
The OwnerGroups Company Ltd: Terms & Conditions of Business.
Subject to change at any time without notice.
We are The OwnerGroups Company Ltd (“OwnerGroups”). We find groups of like minded people who share an interest in jointly owning an asset of a given specification, and facilitate the process of acquiring and managing such an asset for the benefit of the members of the group.
|Who “we” are|
You are our client. You are an individual who is considering joining a group of other people who share an interest in acquiring the same sort of asset. You may actually be one member of a family unit that would own and make use of a share of an asset, but we will assume that you the individual will act on behalf of your family unit unless you tell us otherwise.
|Who “you” are|
|We begin to have a relationship with you when you register interest in sharing an asset through our Web Site. Your name on the registration form identifies you as our client, and when you register you become a registered client.||“Registration”|
|A Group is a collection of Registered Clients who share the ownership of an asset. Our corporate business is primarily about forming Groups, and helping acquire an asset on behalf of the Group that satisfies the requirements of each member.||What is a “Group”?|
|An asset could be any tangible good, but our primary expertise is in helping Groups who share an interest in houses, planes or boats.||What is an “asset”?|
|A group share is your part of the value of the asset owned by a Group. Shares can be divided equally between all members of a Group (i.e. a quarter each for a four-member Group), or unequally by negotiation. All costs associated with setting up the Group, acquiring the asset and maintaining the asset are assumed to be divided on the basis of the agreed division of Group Shares.||“Group Shares”|
|Groups may use legal entities as companies in either the UK or elsewhere as the vehicle to control their asset. The creation of and dealing in such company shares is subsidiary to and solely a means of implementation of a group’s overall objectives. They can only be dealt with under the strict terms of the shareholders agreements, and should not be viewed as equivalent to traded investment shares. See also “Financial Services Act” under “Other Terms and Conditions”.||“Company shares”|
Asset management services are services that OwnerGroups can provide to help established Groups record and share out the costs of maintaining the asset, and facilitate the allocation of use of the asset between Group members.
|“Asset Management Services”|
|We charge you a Fee for our service of facilitating the formation of a Group and helping acquire the asset that you want. We also incur costs during part of this process which we expect you to reimburse. Current scales of Fees and Costs, as defined below, are provided in Schedule 1 of this Document.||Fees and Costs|
|1.10||The gross asset value used to calculate our fee is the greater of either the initial capitalisation of the group, or the gross value of all physical assets purchased, repair and/or improvement works commissioned during the first twelve months of ownership to ensure that the asset attains the standard initially desired, and disbursements paid from the group’s account in the process of acquiring the asset.||This reflects the fact that the group may choose to operate by having a low share capital and fund its activities by loans etc.|
|2||What We Do:|
|When you become a Registered Client, we will:|
|2.1||Add your name and details to our Registration Database;||Maintain a Registration Database|
|2.2||Seek to identify other Registered Clients who are interested in sharing ownership of the same type of asset as you.||Look for other Clients with the same interests|
|2.3||When we believe there is a reasonable prospect of a viable Group being formed to own an asset that matches a common specification, we will contact you to find out if you want to explore the possibility in more detail.||Contact you if we think we have identified a Group|
|2.4||We reserve the right to approach you if there is the possibility of forming a Group with common interest in sharing an asset that is similar but not identical to the specification you provided on the Registration Form.||Other contact with you|
|2.5||If, and only if, you decide that you want to be part of a Group, we will help formalise the relationships between the members of the Group, try to find an asset that satisfies Group requirements, and facilitate the process of acquiring the asset through an appropriate collective ownership vehicle.||Form a Group with you as member and acquire the asset that you want|
|2.6||Once the Group has acquired the asset, then the first part of our job is finished. We can continue to work for you, but through the Group rather than for you as an individual.||We then work for the Group|
|3||What We Don’t Do|
|3.1||Although we will do our best to form a Group and find something that suits your needs, we don’t guarantee that we will succeed in any particular time.||No guarantee of finding what you want|
|3.2||We will do our best to provide you with good advice, but we cannot be held liable for this advice. It is up to you to use your own judgement when reaching decisions about whether to proceed or not, and you may wish to seek independent professional advice before committing to purchasing a share of a particular asset.||Limitations to advice|
|3.3||We do not guarantee any particular financial or other outcome from acquiring an asset.||No guarantee of return from an asset|
|3.4||We will act on your behalf, and we will not take commissions or fees of any kind from organisations selling property or other assets without your specific agreement, except for resale of shares in pre-existing Groups, where the fees will be as stated below.||Will not act for selling agents|
|3.5||We will not make available information that you have provided to us, including your contact details, to any third parties whatsoever, except as in 3.6 below.||Will not pass your details to third parties except…|
|3.6||We may share information on the identity of potential Group members amongst other Registered Clients who are potential members of that Group, or otherwise for the purpose of facilitating the formation of a specific Group.||…to help form a Group|
|4||What We Charge|
|4.1||Our charges to you and to the Groups that we help form are based on providing us with a fair return on previous investment in developing OwnerGroups’ intellectual property, and covering the cost of providing our services.||Principles|
|4.2||We charge a nominal Joining fee for becoming a Registered Client and being entered on our Registrations Database.||Joining Fee|
|4.3||We charge you a Group Fee for the Information Pack which we will send you when we have identified a potential Group. The Pack will contain:||Group Fee|
|(a) contact information for the members of the Group;
(b) an aide memoire summarising the specification of the asset which the members of the Group have stated that they are interested in sharing;
(c ) an outline of the Group Management Agreements (Shareholders’ Agreement and Syndicate Agreement) which set out how the Group will function; and
(d) a pro-forma “Authorisation to Proceed” which represents your instruction to OwnerGroups to seek to form the Group and acquire the asset.
|4.4||Your Authorisation to Proceed entitles us to reimbursement from you for your share of the Search and Purchase Costs, which is the money we pay out to other people to:||Search and Purchase Costs|
|(a) finalise the Group Management Agreement;
(b) create a suitable owning entity for the group;
(c ) search for a suitable asset; and
(d) purchase the asset for the Group.
|4.5||All costs associated with this stage are regarded as Group costs and are shared between members of the Group on the basis of the shares specified in your Authorisation to Proceed.||Sharing of Search and Purchase Costs|
|4.6||We require you to pay a Search Deposit at the same time as you provide the Authorisation to Proceed. This is intended to (but is not guaranteed) to cover the average cost of the search and reporting process. The Search Deposit may be varied if it seems likely that the asset will be significantly more expensive to acquire than average.||Search Deposit|
|4.7||Should it appear that Search Costs will significantly exceed the funds available from the Group Search Deposits, we will consult with the Group before committing further expenditure.||Consulting with the Group if Search costs exceed the Search Deposit|
|4.8||When the group has made a decision to purchase a specific property, you will be expected to pay whatever Purchase Deposit is appropriate for the country concerned, to enable the asset to be held for the group while the legal processes transfer to transfer ownership to the group take place.||Purchase Deposit|
|4.9||You will then be expected to pay whatever balance is necessary to complete the purchase when ownership is transferred to the group.||Purchase payment|
|4.10||On completion of the purchase of the Asset, we will charge the Group an Asset Purchase Fee that is a fixed % of the purchase cost of the Asset. You are liable for your share of this Fee. For the purpose of calculation of the Asset Purchase Fee, legal and other disbursements directly associated with the asset purchase are regarded as part of the total purchase price.||Asset Purchase Fee|
|4.11||The Asset Purchase Fee, and any balance of Search Costs that exceeds the Search Deposit, are due from you at the same time as your contribution to the purchase price of the asset. If the actual Search Costs are less than the Search Deposit, then the surplus will be credited towards the Asset Purchase Fee.||When the Asset Purchase Fee falls due|
|4.12||OwnerGroups will provide asset management services for the first year of Group ownership of the asset. The first year’s Asset Management Fee will be payable at the same time as the Asset Purchase Fee. After this time, the Group will decide whether it wishes to continue to use OwnerGroups to manage the asset. If so, this will be the subject of a renewable annual agreement for which we will charge an annual Asset Management Fee.||
Asset Management Fee
|4.13||If asked, OwnerGroups will advertise shares in pre-existing Groups through its Web Page and other means, and otherwise will seek to facilitate the continuation of individual Groups regardless of changes in individual membership. Should a share be purchased through these activities, we will charge a Share Resale Fee to the seller and a Group joining fee to the purchaser, as a percentage of the value of the Share.||Share Resales|
|4.14||If a group is formed based on an asset which is already owned by one of the eventual members, any of these conditions and procedures may be varied as necessary by negotiation with the existing owner. Normally OwnerGroups Asset Purchase fee will then be less than 6.5% of the total group value, but the originating owner will be expected to pay in advance for expenses incurred in developing and promoting the group. Details will be agreed before any commitments are made by OwnerGroups or the existing owner.||Groups formed for existing Owners|
|5||What You Have To Do:|
|5.1||Register your interest in sharing an asset by completing and submitting the Registration Form on our Web Site;||Pay the Joining Fee|
|5.2||When we have identified a potential Group, send us your Confirmation of Interest and payment for the Group Fee, in return for which we will send you the Information Pack. If you do not send us the payment within a reasonable amount of time, we will assume that you are no longer interested and will delete your name from our potential members list;.||Pay the Group Fee|
|5.3||Participate in the formation of a Group by responding to correspondence and telephone calls in a timely fashion, and ensuring that your views and concerns are reflected in the specification of the asset, and the development of the Group Management Agreement;||Participate in the Group|
|5.4||If you are happy with the Asset Specification and Membership Agreement, sign the Authority to Proceed, which commits you to paying a Search Deposit, and ultimately to reimburse our Search Costs;||Sign the Authority to Proceed and pay the Search Deposit|
|5.5||Consider how you will decide whether to purchase your share of the asset, once we have found one that matches your specification. Will you want to visit the asset yourself? Will you rely on the OwnerGroups report on properties, or on other members of the Group? Because decisions may be needed quickly, it is important for you to consider these aspects in advance;||Decide how to make the final decision|
|5.6||Participate in an exchange of contracts in which you sign a Group Management Shareholders and Syndicate Agreements (and possibly other legal documents), and transmit the funds with which will purchase your share of the asset and pay the balance of fees and costs due to us;||Purchase|
|5.7||Enjoy using the asset, and participating in the Group!||Enjoy!|
|5.8||You must ensure that our contact information is kept up-to-date. We will assume that the legal party to any agreement is the individual named on the Confirmation of Interest unless we are informed otherwise.||Contact Information|
Payment may be made by cheque or bank transfer, made payable to The OwnerGroups Company Ltd. Bank details are provided in the Contacts section.
|6.2||If an invoice has not been settled within one month of delivery, we will charge interest at the rate of 4% above Barclays Bank Plc Base Lending Rate at the time the invoice was issued.||Late payment|
|7||Other Terms and Conditions|
|7.1||All charges and fees quoted above exclude Value Added Tax, which will be chargeable in addition where appropriate. Should Value Added Tax not be deemed payable at the time of the transaction, but subsequently be charged, we reserve the right to invoice you for any additional payments due arising from transactions carried out on your behalf.||VAT|
|7.2||If a dispute should arise between OwnerGroups, Registered Clients or Groups which cannot be agreed between the parties, the dispute should be referred to the arbitration of a person to be agreed between the parties as an arbitrator, or failing agreement between the parties, to an arbitrator appointed by the UK Chartered Institute of Arbitrators.||Arbitration|
|7.3||Unless otherwise specified, all agreements between OwnerGroups, Registered Clients and Groups are subject to English Law.||Jurisdiction|
|7.4||The OwnerGroups Company does not “arrange investment business” as covered by the Financial Services Act. Its activities are exempted by Note 1 to paragraph 13 of the Act as The OwnerGroups Company acts as agents for all of the purchasing parties in any purchase transaction. A group is not a “collective investment scheme”: it is exempted under Chapter VIII, paragraph 75 (2) (as the participants have day to day control of the assets); under paragraph 75 (5)(b) (as each participant is an owner of part of the property and may withdraw at any time); and under paragraph 75 (6)(g) (as the predominant purpose of the arrangement is to enable persons participating in them to share in the use or enjoyment of a particular property). In addition, each individual Group constitutes a “body corporate” under paragraph 21 of the Act.||Financial Services Act Exemptions|
|8.1||We aim to provide a first class and professional service and to ensure that our clients are properly looked after. If you are not satisfied, please contact the Commercial Director identified below.|
|9.1||Postal Address of The OwnerGroups Company Limited: The Barn, Hill Farm Road, Marlow Bottom, Bucks SL7 3LX
Registered Office: The Mill House, Boundary Road, Loudwater, High Wycombe, Bucks, HP10 9QN
Registered Number 3785644.
|9.3||Telephone: 01628 486350|
|9.4||Fax: 01628 486350|
|9.5||Web Site: www.ownergroups.com|
|9.6||Bank Account: Barclays Bank No. 50173444|
|9.7||Director responsible for Customer Care: Steve Last, Chief Executive Officer|
Schedule 1 Current Fees and Costs
Current levels of Fees and Deposits are set out below.
|Joining Fee||When you register your search details into the OwnerGroups database||£10 per registered client||Payable online to allow access to the search form|
|Group Fee||After we ask you to confirm you want to join in discussions based on your property specification, and authorise us to make your contact information available.||£250 per Registered Client, in return for which we dispatch the Information Pack||Exact timing of dispatch of information pack contact details is dependent on reception of equivalent authorisation from other potential members.
If payment is not received within ten days of our request for Confirmation of Interest, then we will assume that you are no longer interested and will inform the other members of the Group that you have withdrawn.
|Search Deposit||When you provide us with Authority to Proceed||£750 per Registered Client||
Put into a Client Account. Primarily to cover reimbursable costs of asset search.
|Property purchase deposit||When the group has agreed on the property it wishes to buy and authorises purchase negotiation.||Variable, depending on practice in individual countries, but typically 10% of expected purchase cost, divided pro rata the shares in the Group.||
Put into a Client Account. Then used to secure purchase following agreement with vendor, pending final conveyance.
|Purchase completion payment||On transfer of property title to the group.||Balance of purchase cost, taxes, duties etc. divided pro rata the shares in the Group.||
Put into a Client Account. Then transferred to seller via normal purchase processes.
|Asset Purchase Fee||6.5% of gross asset value, divided pro rata the shares in the Group. Minimum Gross Asset Value £100,000 for property, £50,000 for other asset types||Pays OwnerGroups for facilitating the formation of the Group and acquiring the asset on its behalf, plus general operating expenses.|
|Search Costs||The actual costs of finding and procuring the asset, and finalising the Group Management Agreement, less the value of the Search Deposit, divided pro-rata among the shares in the Group.||If total search costs are less than the value of the Search Deposit, then the credit will be deducted from the Asset Purchase Fee. Otherwise, the balance owed will be required as part of the final Completion.|
|Client Group Asset Management Fee||Optional after first year. Payable in advance on the first and subsequent anniversary of purchase completion||16.66% of group budget, derived by adding 20% to agreed group annual budget net of OwnerGroups’ fee, and subject to minimum of minimum £1000 per annum.||The first year’s Asset Management Fee is payable with the Asset Purchase Fee.|
|Share Resale Fee||On Completion of the sale of a share in a pre-existing Group||2.5% of sale value||If the share is sold through OwnerGroups.|
|Group Joining Fee||On Completion of the purchase of a share in a pre-existing Group||2.5% of sale value||If the Group is being administered by OwnerGroups|
Other activity charges. Where an individual or group client asks OwnerGroups to carry out additional activities, e.g. obtaining additional legal or professional advice, or acquisition of further assets (such as motor vehicles or furniture) after completion of the initial purchase, reimbursable costs will be charged to Client Accounts on the basis of the following Rates:
|OwnerGroups Staff Time||£300 per day, excluding expenses||For all time spent away from office|
|Travel and Subsistence||As incurred, plus 10% administrative charge||Based on actual expenditure|
|Professional Fees (e.g. legal advice)||As incurred, plus 5% administrative charge.||Based on invoiced amounts|
|Asset acquisitions||6.5% of asset value||Based on invoiced amounts|
|VAT||All fees and charges quoted above are exclusive of Value Added tax, which may be chargeable in addition.|