Terms & Conditions

Last updated: January 2025

1. Who are we?

  1. borrower.charmimpact.com (this "Website") is a site operated by Charm Impact Ltd. ("us", "we", "ours"). We are incorporated in England and Wales (registered company number 11674620) whose registered office is at 23 Milton Drive, Borehamwood, WD6 2BA.
  2. To contact us, please email hello@charmimpact.com

2. These terms and conditions

  1. This page explains the rules for visiting and using this website. These rules are our standard terms upon which we intend to rely (our "Terms and Conditions").
  2. By using our website, you accept our Terms of Website use and you agree to comply with them. If you do not agree to our Website Terms of Use, you must not use the website.
  3. If you wish to become part of the Charm (and we hope you do), then please read these terms and conditions carefully. For your own benefit and protection you should read our terms and conditions carefully before completing your registration as a member. If you do not understand any of the information then please contact us for further clarity.
  4. These terms and conditions refer to our Privacy Policy, which sets out the terms on which we process any personal data we collect from you, or that provide us to use. By using our website, you consent to such processing and you warrant that all data provided by you is accurate.
  5. If you are a consumer, please note that these terms and conditions and their subject matter and formation are governed by and construed in accordance with English law. All disputes arising out of or in connection with these terms and conditions shall be exclusively dealt with under the jurisdiction of the courts of England.
  6. If you are a business, these terms of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. Any dispute or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be settled by arbitration in the courts of England. The language to be used in any legal proceedings shall be English, unless otherwise agreed between the disputing parties.

3. Modifications

  1. We reserve the right to, from time to time and in our own and absolute discretion, amend these Website Terms of Use. Any amendments to these Website Terms of Use shall be effective immediately after the publication on our Website. Every time you wish to use our Website, please check these Website Terms of Use to ensure you understand the terms that apply at that time. These Website Terms of Use were most recently updated on the date stated on top of this page.
  2. We may update and change our Website from time to time to reflect changes to our offering, our user's needs and our business priorities.

4. Interruptions, errors & omissions

  1. Whilst all reasonable endeavours will be made to ensure the maintenance and availability of this Website, we do not accept liability arising from any interruptions of service or delays that may occur in connection with the Website, or if the Website is not available at any particular time or location.
  2. There may be times when our online services are unavailable due to planned maintenance. We will try to inform you in advance of any such suspension through a general notice on the Website but this may not always be practicable.
  3. We may vary the specification of this Website from time to time without notice.

5. Acceptable Use

  1. You may use our Website only for lawful purposes. You may not use our Website:
    1. in any way that breaches any applicable local, national or international law or regulation;
    2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
    3. for the purpose of harming or attempting to harm minors in any way;
    4. to send, knowingly receive, upload, download, use or re-use any material which contains any misleading, deceitful, defamatory, obscene, offensive, hateful, sexually explicit material, or material that promotes violence, discrimination or that infringes any copyright, database right or trade mark of any other person;
    5. to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
    6. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
  2. You must not under any circumstances seek to undermine the security of the Website or any information submitted to or available through it.
  3. You agree to compensate us against all costs, expenses, claims, losses, liabilities or proceedings arising from misuse by you of the Website in breach of this clause 5. This means you will be responsible for any loss or damage we suffer as a result of such breach.
  4. You are responsible for ensuring that all persons who access the Website through your internet connection are aware of these Website Terms of Use, and that they comply with them.
  5. Whilst we make all reasonable attempts to exclude viruses from the Website, we do not accept responsibility for any loss, disruption or damage to your data or your computer system that may occur whilst using the Website, unless such damage is caused by our failure to use reasonable care and skill. You are strongly recommended to take all appropriate safeguards before using the Website.

6. Intellectual Property Rights

  1. We are the owner or the licensee of all intellectual property rights in our Website, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
  2. You may print off one copy, and may download extracts, of any page(s) from our Website for your personal use and you may draw the attention of others to content posted on our Website. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Our status (and that of any identified contributors) as the authors of content on our Website must always be acknowledged.
  3. You must not use any part of the content on our Website for commercial purposes without obtaining a licence to do so from us or our licensors.
  4. The use by you of any trade marks, logos and trade names appearing on our Website is strictly prohibited unless you have our prior written permission.
  5. You are aware that the Website may also contain content provided by third parties and that such content may be protected by copyrights, trademarks, service marks, patents, trade secrets or other rights covered by law. You agree to abide by and maintain all copyright and other legal notices, information, and restrictions contained in any such content accessed through the Website.

7. Links to our Website

  1. You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
  2. You must not suggest any form of association, approval or endorsement on our part where none exists.
  3. Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.
  4. We reserve the right to withdraw linking permission without notice.
  5. The website in which you are linking must comply in all respects with the content standards set out in clause 5.
  6. If you wish to link to or make any use of content on our site other than that set out above, please contact hello@charmimpact.com

8. Disclaimer and Liability

  1. The content on our Website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Website.
  2. Although we make reasonable efforts to update the information on our Website, we make no representations, warranties or guarantees, whether express or implied, that the content on our Website is accurate, complete or up to date.
  3. Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.
  4. This Website may include information and materials uploaded by other users of the Website. This information and these materials have not been verified or approved by us. The views expressed by other users on our Website do not represent our views or values.
  5. Whether you are a consumer or a business user:
    1. we do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation;
    2. different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products to you, which will be set out in our terms and conditions of supply.

17. Investment Risks

  1. Loss of capital and interest: If an Impact Entrepreneur performs poorly or fails altogether, you may lose part or all of your Investment and you may not receive the interest payments described on the Campaign Page. You should not invest more money than you can afford to lose. Any investment can fail, so it is important to ensure that you do not invest more money than you can afford to lose. This applies to all investments you make, whether via our Website or via other investment opportunities. You may wish to diversify across a range of campaigns and opportunities, rather than concentrate on one investment opportunity, to reduce the impact in the event any of those investments fails.
  2. Illiquidity: Loan Note purchases are non-transferable and are therefore completely illiquid.

18. Charm Impact's Fees

  1. We do not charge fees to Investors. However, Investors may be subject to other costs and/or fees in connection with the Loan Notes, including costs associated with taxes payable in any jurisdiction, which might not be paid via our Website or imposed by us.
  2. We collect a one-time fee from the Impact Entrepreneurs that is added to their loan and raised via the crowd. This one time fee is generally set at 4% (but can be changed by Charm in its absolute and own discretion) for every 12 months over the project duration, of the total amount of funds raised for the Campaign through our Website and is paid at the same time as the Impact Entrepreneur receives the funds raised from Investors after an offer completes.
  3. We collect interest on the same terms as investors for any portion of the loan that is derived from a donation as opposed to from an investor.

19. Collecting of personal data and record keeping

  1. We will keep records relating to your Investments and other activities on the Website for not less than 5 years from the date of such activity.
  2. We are committed to protecting the privacy of our Members and by agreeing to these Terms of Service you also agree to the terms of our Privacy Policy, which sets out how we use your personal information and your rights regarding that information.
  3. You hereby acknowledge and agree that, due to the nature of the Investments, which may be located outside the EEA, we may be required to transfer your personal data to an Impact Entrepreneur (and/or other third parties) located outside the European Economic Area in order to process your Investments. You should read our Privacy Policy carefully to understand our practices in relation to your personal data and how we will treat it.

20. Liability

  1. Nothing in these Terms of Service shall limit or exclude our liability for: (a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; or (c) breach of any terms implied by law or any other liability which cannot be limited or excluded by applicable law, including any regulatory obligations.
  2. If you are a consumer, if we fail to comply with these Terms of Service, we will be liable for loss or damage you suffer that is a foreseeable result of our breaking these Terms of Service or our failing to use reasonable care and skill, but we will not be responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen.
  3. If you are a business: we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms of Service or otherwise in connection with your Investments, for: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of damage to goodwill; (g) any indirect or consequential loss; and our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms of Service or the performance of our obligations under these Terms of Service shall be limited to the total amount of Investment to which such claim relates.

21. Your right to cancel and termination

  1. A Member may cancel their membership within 14 days of registration as a Member (the "Cancellation Period"), in which case we will instruct the Payment Provider to return any funds in the Member's e-wallet to the bank account they have nominated or the credit card or debit card they used to upload their funds. Where a Member wishes to cancel their membership during the Cancellation Period but they have already confirmed their instruction to invest in an Impact Entrepreneur, the reservation that applies to the funds they wish to invest will be lifted when they inform us of their wish to cancel and those funds will be returned to them as above.
  2. Cancellation of Membership after the Cancellation Period:
    1. if you have not invested in an Impact Entrepreneur and have no investment applications pending, please notify us in writing and we will arrange for your membership to be cancelled and your funds returned to you by the Payment Provider;
    2. if you have invested in a Campaign (and this includes any pending investment applications where the offer(s) complete after the date you cancel your membership), you will not be eligible for a refund of the amount invested as a result of cancelling your membership;
    3. if you have a pending investment application on the date when you submit your membership cancellation request and the offer does not complete, we will arrange for your membership to be cancelled and your funds returned to you by the Payment Provider.
  3. If you are unable to receive a refund, we will continue to provide the Services to you in relation to that Investment until the end of that Investment.
  4. We may in our sole discretion and without limiting our other rights or remedies, terminate your membership with immediate effect if:
    1. you breach these Terms;
    2. you breach the Loan Note Instrument;
    3. we believe that there is a significantly increased risk that you may not be able to fulfil your duties in line with the Loan Note Instrument and this includes situations such as insolvency or you going bankrupt or having similar proceedings taken against you, if any of the information you gave us when you applied to become a Member is found or suspected to be to be untrue; or
    4. there has been no activity on your account for a period of 24 consecutive months and you are not a party to a Loan Note Instrument that is still in force.
  5. On termination of your Membership for any reason: the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of these Terms of Service which existed at or before the date of termination or expiry; and clauses which expressly or by implication survive termination shall continue in full force and effect.

22. Communication

  1. You agree to receive all communications from us, including but not limited to, notices, agreements, legally required disclosures and other information in connection with the Website and/or these Terms electronically to the email address you specify when registering as a Member. We are entitled to provide electronic communication to you by posting the information on the Website.
  2. All communications with, to or from us shall be in the English language.

23. Queries, complaints and dispute resolution

  1. Should an Investor have any complaints or queries about the services provided by us or these Terms, they should contact us by writing to hello@charmimpact.com.

24. General

  1. We may transfer our rights and obligations under these Terms of Service to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
  2. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
  3. This contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these Terms of Service.
  4. Each of the paragraphs of these Terms of Service operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
  5. If we do not insist immediately that you do anything you are required to do under these Terms of Service, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

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