Terms and Conditions of Bayuti

1. Definitions and Interpretation

Capitalised terms not otherwise defined in these Conditions shall bear the meanings given in the Platform glossary and associated documentation. Key definitions include:

• Investment Vehicle: Any legal entity set up to hold Investments on behalf of Investors, such as SPVs.
• Capital Gains Fee: 15% of any realised capital gains upon property sale or resale of shares. (not applicable to Wakala or Amana)
• Annual Platform Fee: 1% per annum charged on the SPV’s initial capital. (not applicable to Wakala or Amana)
• Transaction Fee: 1% of the sale amount upon sale of shares via the resale board. (not applicable to Wakala or Amana)
• Mangopay: A regulated electronic money institution managing the Platform’s payment services. Other definitions follow those used in the UK Companies Act 2006.

2. Contractual Status and Eligibility

2.1 By pressing the “Invest” button or otherwise indicating assent on the Platform, the Investor: (a) irrevocably accepts these Conditions; and (b) agrees to be bound by the Articles and Legal Documentation.

2.2 These Conditions, the Articles, and any Shareholder Agreement constitute the full agreement between the Investor, the Company, and the Service Provider.

2.3 Investors must be over 18 and classified under the Financial Promotion Order 2005 as:

• Certified High Net Worth Individuals;
• Self-Certified Sophisticated Investors;
• Restricted Investors.
• The Platform is not open to the general public.

3. Use of Investor Information

The Investor agrees that their personal and investment information may be used by the Service Provider, its contractors, and third-party providers (e.g., Mangopay) for compliance, verification, and platform functionality.

4. Risks and Warnings

Investments are speculative and high-risk:

• There is no guarantee of returns;
• Shares may be illiquid and difficult to sell;
• Returns depend on property performance;
• Professional financial advice is recommended.

5. Application, Refusal and De-registration

The Service Provider may reject or deregister Investors without reason or compensation. These Conditions remain enforceable thereafter.

6. Investment Process

6.1 All payments must be made via the Platform using Mangopay. 6.2 No escrow arrangements apply. However, cancellation rights apply within 14 days or until the campaign closes (whichever is earlier). 6.3 Funds may be returned if closing conditions are unmet within 90 days (or extended period), minus banking fees.

7. Completion and Share Allocation

Completion of a Fundraising is conditional upon:

• Legal documents finalised;
• Relevant Investment Vehicle in place;
• Subscription funds received;
• AML and ID checks completed.
• Upon completion, shares are allocated and registered. Shares are non-redeemable and non-transferable without consent.

8. Power of Attorney

The Investor appoints the Company as attorney to perform necessary investment actions. This power is irrevocable until the Investor ceases to hold shares.

9. Confidentiality

All investment-related information must be kept confidential, except where:

• Required by law;
• Shared with advisers under confidentiality;
• Consent is given.
• These obligations last for 2 years post-investment.

10. Investment Fees (not applicable to Wakala or Amana)

• Annual Platform Fee: 1% of SPV's initial capital.
• Capital Gains Fee: 15% on realised capital gains.
• Banking Fees: Passed through at cost.
• Service Provider Fee: 3% of investment (plus VAT) payable pre-completion. Remains payable even if funds are refunded due to a legal claim.
• Amendments: Notice of three months required to change fees.

11. Dividends

Dividends are based on net rental income after fees and repairs. They are credited monthly to the Investor’s e-wallet and may fluctuate.

12. Resale Board (not applicable to Wakala or Amana)

Available to eligible Investors in active SPVs.

• Share transfers require Platform approval.
• All transactions subject to compliance checks.
• Resale Fees
• Transaction Fee: 1% of sale amount
• Capital Gain Fee: 15% of the profit from capital appreciation is charged
• The Platform does not guarantee liquidity or sale prices.

13. No Guarantees

No guarantee is made regarding fundraising success or investment returns. Platform content is provided “as is.”

14. Manual Adjustments to e-wallet accounts

We reserve the right to manually create, update or amend transactions on your account where reasonably necessary to correct an error, resolve a technical or operational issue, reflect a transaction that was agreed or comply with legal or regulatory obligations.

Any such adjustment will be limited to what is reasonably required to address the relevant issue. We will maintain an internal record of the reason for the adjustment and, where the adjustment materially affects your account balance or investment position, we will notify you as soon as reasonably practicable.

We will not use this right to alter the commercial terms of any investment or to make discretionary changes that disadvantage you, except where required by law or regulation.

15. Communications

All notices are sent via the Platform dashboard or email. Investors must ensure their contact details are accurate.

16. Access and Security

Investors are responsible for their login security. The Service Provider is not liable for unauthorised access unless due to gross negligence.

17. Payment Terms

Returns are paid through Mangopay. Additional costs may apply for detailed return reports.

18. Termination

Conditions remain binding until:

• The Investor ceases to hold shares;
• The Company terminates due to breach, insolvency, or non-payment.

19. Limitation of Liability

• No limits on liability for fraud or personal injury.
• Otherwise, liability capped at the invested amount.

20. Conflicts of Interest

The Company and its Associates may act for other clients or invest on their own behalf. No fiduciary duty is owed to Investors.

21. Assignment

Investors may not assign their rights without written consent. The Service Provider may assign rights to a successor.

22. Variation

Conditions may be amended with two months' notice. Continued use constitutes acceptance.

23. Severability

If any clause is held invalid, the remainder shall remain in force.

24. Indemnity

The Investor agrees to indemnify the Service Provider and affiliates for any losses arising from breach of these Conditions.

25. Governing Law and Jurisdiction

These Conditions are governed by the laws of England and Wales, with disputes subject to the non-exclusive jurisdiction of English courts.

26. Partner Information

Partners must ensure their information is accurate and up-to-date. Such information may be used by the Service Provider and shared with third parties (e.g., Mangopay) for legal and compliance purposes.

Mangopay Terms and Conditions can be found on their website: Mangopay T&Cs.