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Investor Terms & Conditions

These terms and conditions (“Conditions”) apply to each person who registers on the crowdfunding website at https://www.bayuti.com (the “Website”) as part of considering and/or participating in an Investment as part of the Fundraising.

Definitions

The definitions below apply to all of the Terms and Conditions listed.

  • Annual Platform Fee: An annual fee for the use of the platform.
  • Banking Fees: Banking fees that may be incurred by the investor through their card provider.
  • Capital Gains Fee: Payable upon sale of a property at 15% of any capital gained.
  • Claim: Means claims, demands, actions, costs, and expenses (including but not limited to legal costs and disbursements on a solicitor and own client basis), losses, and damages.
  • Investment Information: Means all information provided as part of the Fundraising process (successfully or otherwise) via the Website (including without limitation any business plan, investment memorandum, financial forecasts, accounts, and other information about the Investment Vehicle).
  • Cancellation Period: Means once funds have been transferred to the escrow account, the Investor has 14 days or up until the funding campaign closes, whichever is earlier (the “Cancellation Period”), to cancel their commitment.
  • Contract: Means a contract between the Investor and the Service Provider based on and incorporating all of these Conditions.
  • Fundraising: Means the current proposed fundraising as set out on the Website.
  • Group SPV Company: Means the SPV Company and/or any other SPV Company from time to time in the same group (as defined by s.474(1) Companies Act 2006) as the SPV Company. SPV stands for Special Purpose Vehicle.
  • Investor Information: Means all information provided by the Investor to any Investment Vehicle and/or the Service Provider and their officers and members (including without limitation any personal data, investment criteria, confirmation of investment status (e.g., as a “Self-Certified Sophisticated Investor” or otherwise), and other information about the Investor) as part of the application by the Investor via the Website to become an ‘Investor’.
  • Investment: Means a property or equity investment proposed on the Website and made by the Investor as part of the Fundraising via the Website (albeit using third-party payment providers).
  • Investment Vehicle: Means any legal entity or structure that is set up to hold the Investment on behalf of the Investor, including without limitation, an SPV Company or a property trust, and where the context provides shall include all administrators, advisers to, or managers of the Investment Vehicle.
  • Legal Documentation: Means all the legal documents provided by the Service Provider needed to complete the Investment. Please note that Investments may be structured in a number of different ways to reflect an appropriate structure for the jurisdiction where the Investment will take place.
  • Loss: Means loss and/or damage (including actual costs and expenses relating to or arising out of such loss or damage) whether arising from contract, tort (including negligence) or otherwise.
  • Elite Capital and Management Services Limited: Means Elite Capital and Management Services Limited, a private company limited by shares incorporated in the United Kingdom with company registration number 10347767, which is authorised and regulated by the Financial Conduct Authority (Reference number: 822039). Registered office at Riverbank House, 2nd Floor, Office 220, Chester House, 81-83 Fulham High Street, London, SW6 3JW.
  • Mangopay: Means MANGOPAY, a public limited liability company incorporated in Luxembourg, with a capital of 2,000,000 euros and registered offices at 59 Boulevard Royal, L-2449 Luxembourg, listed under Number B173459 on the Luxembourg Trade and Company Register, approved as an electronic money institution by the Financial Sector Regulator (CSSF).
  • Partner: Means a person or a company providing referral services.
  • Partner Information: Means all information provided by the Partner to the Service Provider and their officers and members (including without limitation any personal data, referrals) as part of the application by the partner via the Website to become a ‘Partner’.
  • Service Provider: Means Elite Capital and Management Services Limited, which operates the crowdfunding platform for the Fundraising.
  • Service Provider Fee: Means the fee paid by the Investor as set out on the Website.
  • Shares: Means shares in the capital of any SPV Company.
  • SPV Company: Means each company set up to own an asset interest on behalf of the Investors.
  • Upfront Fee: A one-off upfront fee.

1. Applicable Terms

These Conditions prevail over any inconsistent terms or conditions contained, or referred to, in any correspondence between the Investor and any Investment Vehicle or the Service Provider, on the Website, or implied by law, trade custom, practice, or course of dealing. No terms or conditions endorsed upon, delivered with, or contained in an Investor’s correspondence with any Investment Vehicle or the Service Provider shall form part of the Contract, and the Investor waives any right which it otherwise might have to rely on such terms and conditions. The headings in bold in these Conditions shall not form part of the Contract, are for convenience only, and shall not affect their interpretation.

2. Legally Binding Terms and Restrictions

These Conditions create legally binding obligations which, once accepted by the Investor, form the Contract, which can be relied upon and enforced by any Investment Vehicle or the Service Provider and/or their respective advisers and/or any of their approved auditors against the Investor. The Investor shall be deemed to have accepted these Conditions by using the Website and transmitting funds for Investment. The Investor agrees that the potential opportunity to invest funds via the Website is adequate consideration for this Contract. The Fundraising is not open to the general public and is only open to persons resident in the United Kingdom (“UK”), European Union (“EU”), European Economic Area (“EEA”) or Switzerland (“CH”) or any other country as set out on the Website from time to time and who are either a “Certified High Net Worth Individual,” “Self-Certified Sophisticated Investor,” or “Restricted Investor” (as these terms are defined in The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended). You must not participate in any Fundraising or make any other investments via the Website if you do not meet any of these criteria and you must not complete the online registration process to become an ‘Investor.’

3. Legal Documentation

The Investor shall be deemed to have reviewed and approved the Legal Documentation related to the Investment. These Conditions shall also apply to such application by the Investor. The Service Provider reserves the right to refuse any application by any person as part of the Fundraising without having to give a reason for so doing and with no right of appeal being available.

4. Use of Investor Information (Including Personal Data)

By accepting these Conditions the Investor acknowledges that the Service Provider and their contractors and professional advisers (including without limitation Mangopay, and solicitors/attorneys) shall be entitled to use the Investor Information to assess and/or process the application by the Investor to participate in the Investment as part of the Fundraising, to comply with the law, to perform any necessary identification checks to help verify who the Investor is. Furthermore, the Service Provider may disclose Investor Information to third parties: (i) in the event that the Investment is sold, in which case personal data may be disclosed to the prospective buyer (although this will be done under obligations of confidentiality), (ii) if any Investment Vehicle and/or the Service Provider is under a duty to disclose or share Investor Information in order to comply with any legal obligation (including, without limitation, in the EEA to the Police, the Financial Conduct Authority, the Information Commissioner, any securities regulatory authority, or law enforcement authority, etc.), (iii) in order to enforce or apply any of these Conditions or any other contracts entered into between the Investor and any Investment Vehicle, and/or the Service Provider, and/or (iv) in order to protect the rights of any Investment Vehicle and/or the Service Provider. This includes without limitation exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction.

5. Risks and Warnings

By accepting these Conditions, the Investor acknowledges and agrees that:

  • (i) Any decision to make an Investment is solely a personal decision by the Investor, and no responsibility for the consequences of that decision is accepted by the Service Provider or its directors, shareholders, advisers, agents, or employees;
  • (ii) The Investor has been advised by the Service Provider to consult an authorised financial adviser specialising in investments of this nature before making an Investment;
  • (iii) Any Investment is speculative and high-risk, with no guarantee of returns;
  • (iv) There is no established market for trading Shares, which may be difficult to realise at a reasonable price;
  • (v) Share prices and property values can fluctuate, which may affect the value of the Investment;
  • (vi) Any Investment should be considered in light of the Investor’s financial resources and objectives, and professional advice should be sought if necessary.

6. Investor Information

The Investor represents and warrants that:

  • (i) All Investor Information provided is accurate and up-to-date;
  • (ii) Such information may be used by the Service Provider and its contractors for legal and compliance purposes (e.g., anti-money laundering checks);
  • (iii) Investor Information may be shared with Mangopay and other contractors involved in the Fundraising process;
  • (iv) The Investor will promptly update any changes to ensure accuracy.

7. Capacity of the Investor to Accept These Conditions

The Investor warrants that:

  • (i) They are over 18, resident in the United Kingdom, EU, EEA, or Switzerland, and meet one of the defined investor classifications;
  • (ii) They have full capacity to enter into this Contract;
  • (iii) They will use the Website only for legitimate and lawful activities.

8. Refusal of Applications and De-registration

The Service Provider reserves the right to:

  • (i) Reject any registration application without further inquiry or explanation;
  • (ii) Deregister an Investor from the Website at any time. In either case, no compensation will be paid to the Investor, though these Conditions will remain enforceable by the Service Provider.

9. Investment Information is Confidential

The Investor agrees to keep any Investment Information confidential and will not share it with third parties unless required by law or for professional advisory purposes.

10. Investment Terms

The Investor acknowledges that:

  • (i) Professional advice should be taken if uncertain about any investment terms or documentation;
  • (ii) The Service Provider reserves the right to abort the Fundraising at any stage, close the Fundraising once a minimum target is reached, or raise additional funds from third parties on different terms.

11. Conditions for Completion

The completion of Fundraising is subject to:

  • (i) Finalisation of Legal Documentation;
  • (ii) Incorporation or setup of related legal entities;
  • (iii) Receipt of funds, including the Service Provider Fee. Funds will be held without interest until the Closing Conditions are met.

12. Investment Fees

The platform applies the following fee structure:

  • 1. Upfront Fee: A one-time fee of up to 3% of the amount invested. For example, if you invest £1,000, a fee of £30 will be charged, making your total payment to the platform £1,030.
  • 2. Annual Platform Fee: Each company (SPV) you invest in will pay an annual platform fee of 1% of the initial capital of the SPV.
  • 3. Capital Gains Fee: Upon the sale of the property, the platform will charge the SPV 15% of any capital gain realized.
  • 4. Banking Fees: Banking fees may be incurred from time to time. These fees will be charged to investors at cost.
  • The platform reserves the right to amend the fee structure by providing investors with a notice period of three months.

13. Third-Party Payment Providers

The Service Provider will use Mangopay to manage payments securely. Investors will fund their Mangopay e-wallets and can cancel their commitments within the Cancellation Period. Mangopay will release funds from escrow to the Investment Vehicle upon Completion.

14. No Guarantees

The Service Provider does not guarantee successful fundraising or any investment returns. Information on the Website is provided on an “as-is” basis, with no guarantees regarding its accuracy or the availability of the Website.

15. Communication

The Investor is responsible for keeping their email contact information current. Communication will be via email or the user dashboard.

16. Accessing the Website

Each Investor is responsible for the security of their login details and must ensure that any person accessing the Website on their behalf is aware of and bound by these Conditions. The Service Provider is not liable for any loss caused by unauthorised access unless due to gross negligence.

17. Payment Terms

All returns on Investments will be processed via Mangopay to the account details provided by the Investor. The Service Provider will provide information on return calculations upon request, with additional costs for extended support borne by the Investor.

18. Realisation of an Investment

Disposal of an entire Investment can only be requested by the Service Provider, except in cases of rental payment default. If an Investment is not realised as anticipated, the Service Provider does not guarantee any return on the Investment or the period required for disposal.

19. Variation

These Conditions may be amended by the Service Provider with a two-month notice provided to Investors via email.

20. No Waiver

Any delay or failure by the Service Provider in exercising any of its rights under these Conditions will not restrict its rights or constitute a waiver of those rights.

21. Severability

If any provision in these Conditions is found by a competent court to be void, illegal, or unenforceable, it will be deemed deleted, while the remaining provisions will continue to be effective.

22. Assignation

The Contract is personal to the Investor and may not be assigned or transferred without written consent from the Service Provider. The Service Provider reserves the right to assign its rights under the Contract.

23. Indemnity for Breach

The Investor shall indemnify the Service Provider, its officers, members, and advisers against any claims or losses arising from a breach of these Conditions by the Investor.

24. Governing Law and Jurisdiction

The Contract is governed by the laws of England and Wales, with non-exclusive jurisdiction granted to the English courts for any disputes arising out of or in connection with these Conditions.

25. Partner information

The partner represents and warrants that

  • (i) all Partner Information provided by the Partner (during the registration process) is correct and accurate,
  • (ii) such Partner Information may be used by the Service Provider and their respective advisers, directors, agents, or contractors to comply with all applicable legal requirements (e.g., anti-money laundering checks and compliance),
  • (iii) such Partner Information may be passed to the Service Provider, to Mangopay and other contractors of the Service Provider from time to time involved in the Fundraising process (including, without limitation, to carry out its own checks and ensure legal compliance), and
  • (iv) the Partner shall promptly update, via the Website, any changes to the Partner Information to ensure that Partner Information is correct and accurate at all times.