Terms and Conditions
1.1. This Agreement governs the contractual relationship on which we, PRYPCO Mint (trading name PRYPCO FZE) (“PRYPCO, us or we”), enable you to invest in properties available on our Platform (https://mint.prypco.com) (the “Platform”). Please read this Agreement carefully before using our Platform.
1.2. PRYPCO FZE, is a company incorporated and registered in the Dubai World Trade Centre with company registration number L-2048 whose registered address is at 04, Sheikh Rashid Tower, Dubai World Trade Centre (Premise No: FZH 378 SRT) and is authorised and licensed by the Dubai Virtual Assets Regulatory Authority (“VARA”), for the purpose of broker dealer activities under VARA licence number, VL/25/05/001
1.3. PRYPCO FZE is a wholly owned subsidiary ultimately owned by PRYPCO Holding Limited, a company incorporated and registered in DIFC whose registered office is at Tower A, 314, DAMAC Park Towers, DIFC, Dubai, UAE.
1.4. By continuing to use the Platform, you agree to be bound by the terms and conditions set out in this Agreement together with the:
Privacy Statement (https://mint.prypco.com/privacy-statement)
Third Party Service Providers (https://mint.prypco.com/third-party-providers)
1.5. Further, you agree and acknowledge that you have read and understood the Key Risks and Disclosure on our Platform. This Agreement will come into effect upon you confirming electronically on the Platform that you agree to them. A copy of this Agreement will be provided upon acceptance of the terms on our Platform.
2. DEFINITIONS
2.1. “Client Money Account” means a standalone bank account with Zand Bank P.J.S.C designed to securely hold funds separately from PRYPCO FZE’s operational finances. This segregation ensures the distinct separation of client funds, minimising the risk of misuse or misappropriation and prioritizing the safety and protection of clients' assets.
2.2. “Commitment Period” means a period commencing from the time you have invested in the Property through the Platform until the Property has been transferred from the Seller to you.
2.3. “Cooling Off Period” refers to a period consisting of the first 24 hours after you invest in a Property.
2.4. “Dividend” refers to the periodic income generated by the Investment less any fees or costs.
2.5. “Funding Target” refers to the investment required to acquire the Property including, without limitations, all associated costs as detailed on the Platform.
2.6. “Investment” means the percentage of the Property you own by purchasing, or committing to purchase a fraction of the Property through PRYPCO FZE. In return, PRYPCO FZE will use the funds raised to acquire the subject Property on your behalf and you will hold title to the subject Property for the Investment Term.
2.7. “Investment Round” refers to a defined period detailed on the Platform during which the fundraising activities are carried out and remain in progress to achieve the Funding Target.
2.8. “Investment Term” refers to a period commencing from the date when you acquire the Property until such Property is sold either upon the expiry of the investment period or, early sale of the Property by majority vote of the Investors or upon operation of the law.
2.9. “KYC and AML” means all the applicable measures, processes and techniques used for Know Your Customer (KYC) and Anti-Money Laundering (AML) purposes to identify an investor or potential investor and his/her source of funds amongst other requirements, as may change from time to time at our sole discretion, in accordance with our KYC and AML Policy.
2.10. “Lock in Period” means the three (3) month period from the date of the Investment Term. Within this period, Investors cannot sell their share of the Property they own.
2.11. “Material Change” means any change or new matter that may significantly affect the value of the Property, the ability of the Property to be rented, return on the Property or the value of the Investment.
2.12. “Platform Documents” refers to all disclosures, information, agreements, terms and conditions and policies made available on the Platform, including but not limited to the Platform General Terms of Use and Data and Privacy Policy.
2.13. “Property” means a building, apartment, villa or residential house identified for investment or acquired via PRYPCO FZE on behalf of the investors for the Investment.
2.14. “Property Valuation” refers to the systematic process of determining the monetary value of a real estate asset. This assessment involves the analysis of various factors, including location, size, condition, amenities, and recent comparable sales in the area.
2.15. “PRYPCO Wallet” refers to the funds held in the Client Money Account pertaining to the customer.
2.16. “PRYPCO Account” refers to a user account created on the Platform showing PRYPCO Wallets and such other personalised features to be used by you to make investments and receive and manage funds in addition to monitoring and managing other matters relevant to your Investments.
2.17. “ROI” means the return on investment on a Property over the Investment Term, calculated as the total net income earned from all Dividend distributions and capital appreciation (as measured by the latest periodic property valuation) divided by the purchase price of the Property.
2.18. “Reserve Funds” is an amount deducted at the start of the Investment and kept as an ongoing allowance to pay for any maintenance charges that may arise in relation to the Property.
2.19. “Sale Value” refers to the gross proceeds of sale received from a buyer of the Property at the end of the Investment Term or the gross proceeds of sale received from a buyer to purchase an Investors portion of the Property listed on our Platform at point of exit.
2.20. “Seller” means the individual or company that owns the legal Title Deed to the Property prior to the Investment Term.
2.21. “Title Deed” is a legal document that serves as evidence of ownership or interest in a property.
2.22. “Trust Account” is a bank account held in the name of the Dubai Land Department (“DLD”) for the purpose of holding governmental fees prior to property transfer, at which point the funds will be transferred directly to DLD.
2.23. “You”, “your” and “Investors” refers to current or potential investors of a Property.
3. GENERAL
3.1. The Platform is developed and managed by PRYPCO Real Estate LLC and provides details of each Property available for investment. Our role is to facilitate the purchase of fractionalised properties for sale to prospective investors through the Platform. Individual Investors will own a direct portion of the Property proportional to their investment, subject to the terms of this Agreement. The ownership of the property will be held in tokenized format. These tokens are issued by DLD and minted by DLD’s tokenization engine, Ctrl Alt Solutions DMCC and held in a warm multi party computation omnibus account, with Ctrl Alt Solutions DMCC as the custodian. For the avoidance of doubt, and subject to clause 18 Limitation of Liability and 19 Indemnity, PRYPCO remains responsible for all Investor virtual assets.
3.2. We will start an Investment Round through the Platform to pool Investments from potential Investors to secure the Funding Target. Once the Funding Target is achieved, in exchange for the Investment, the Investors will directly own a share of the Property, registered in their name with DLD proportional to their investment amount. The Funding Target will be the price agreed between us and the Seller together with the associated costs incurred as a result of acquiring the Property. Details of all fees pertaining to the Property will be listed on the Platform.
3.3. PRYPCO will verify the sale price using either DLD’s smart valuation or using a leading independent accredited valuer, who will provide a report on the Property.
3.4. Subject to the terms of this Agreement, you understand that your Investment will be used for the acquisition of the Property that you invest in. By investing in a Property, you agree to pay proportional fees and charges associated with the acquisition of the Property and other related costs in connection with the Investment as set out on the Platform. Should you have any query in connection with any provisions of this Agreement and the investment process, you are encouraged to read through the FAQ’s and if in doubt contact us through support.mint@prypco.com.
3.5. If we fail to achieve the Funding Target within a certain period, the Investment Round will be discontinued and the amount that you invested will be returned to your PRYPCO Wallet in its entirety. No costs, expenses or fees will be deducted from the amount of the Investment, except if the original funds in your PRYPCO Wallet which were used to make the Investment were in a currency different than that of the underlying Investment, in which case charges for foreign exchange may apply or under a promotion run by us, which will be subject to separate terms and conditions. In such a case, you can use the amount refunded back to your PRYPCO Wallet to invest in another Property listed on the Platform. If you choose not to invest in another Property, you can withdraw the funds from your PRYPCO Wallet to the bank account registered with us in the manner stated hereunder, in which case all bank transfer, foreign exchange and other processing or handling charges will be borne by you.
3.6. We use reasonable endeavours to gather and make available the relevant information in connection with a Property on the Platform.
3.7. You agree that the duration of the Investment Round may be varied from time to time and upon agreement with the Seller.
4. TERMS OF YOUR INVESTMENT
4.1. You agree to make investments in the Property using the Platform under the terms and conditions of this Agreement. In addition to other details, the Investment Term will be detailed on the Platform against each Property. At the end of the Investment Term, the Investors will be invited to participate in a voting process to decide if the Property should be sold or retained for another one (1) year extension period to the Investment Term. We will appoint a qualified third party agent to manage each Property (hereinafter the “Property Manager”) at the start of each Investment Round. The details of the Property Manager will be provided on the Platform. If at any time, we or the Property Manager is of the opinion, acting in good faith, that it would be advisable, based on the market conditions, to modify the Investment Term, we will provide the information to the Investors and put it to a vote. If they approve the change in Investment Term, the same will be actioned, resulting in a possible sale of the Property before or after the original Investment Term.
4.2. Notwithstanding 4.1,11.2 or any other provision of this Agreement, in the event that the Property has reached a market value such that the ROI is in excess of 30%, a vote will be triggered to determine a potential sale of the Property in order to realise that ROI. We will then be given the right to sell the Property on behalf of Investors at our sole discretion. We will use reasonable endeavours to achieve the most favourable sale price we can for the Property, however by no means do we guarantee that we will achieve the maximum possible price in the market.
4.3. By investing in a Property through the Platform, you will be deemed to have agreed to the proposed Investment Term and the appointment of the Property Manager, each as communicated at the time of the Investment Round, but subject to change at our discretion.
4.4. An Investment with PRYPCO is usually available starting from a minimum amount of AED 2,000 (or approx. USD 545). However, this may vary depending on factors including but not limited to, the value of a Property, any offers/promotions we are running or securing investments by you in accordance with an investment plan.
4.5. An Investor cannot invest more than 20% of the value of the Property i.e. if the Property you intend to invest in is listed for AED 5,000,000, the maximum investment amount in each individual Property is AED 1,000,000.
4.6. By investing in a Property through the Platform, you agree that you have used your own independent judgment and/or any knowledge, advice or other information you may have, in addition to the information available on the Platform, to form your decision. You represent that you have acted entirely on your own accord and are exercising your sole discretion whether or not to make an Investment. You acknowledge that any information on the Platform, including the details in reference to any available Property or investment plan, is for your general consumption and should not be considered as investment advice or any other form of recommendation or endorsement by us.
4.7. Investment in real estate is speculative. Depending on the market conditions, the value of the Property may fall and the rental income may not be generated. When investing, you must be ready to hold the Investment for the full Investment Term as market conditions may not be suitable for an early sale of the Property. You understand that the market conditions may change at the end of the Investment Term, posing difficulty in selling the Property.
4.8. You agree that the Investment you make in a Property will be combined with other investors to purchase the Property.
4.9. To calculate the percentage of ownership, the amount of your Investment is divided by the Funding Target (excluding PRYPCO fees and charges) and multiplied by one hundred.
4.10. The purchase and associated costs include, without limitations, fees relating to brokerage and property valuation, our acquisition fee and other official charges such as fees for property transfer and registration with DLD, and deposits and other connection fees for utilities. A full breakdown of associated costs pertaining to the purchase will be shared on the Platform.
4.11. The Investment will be considered complete when:
The Funding Target has been reached; and
We have purchased the subject Property from the Seller on your behalf.
4.12. You agree that we have the full discretion to elect not to make available any Property for investment on the Platform, to stop or cancel any Investment Round, or to reject any request for Investment made through Platform.
4.13. In case any Material Change takes place during the Commitment Period, we will notify the Investors to that effect with the details of the Material Change and require them to reconfirm their commitment within five (5) business days. If you fail to reconfirm your investment, within 5 business days, we have the right to cancel your Investment.
4.14. If a Material Change occurs during the Investment Term, we will display a notification on the Platform or notify you using other form of communication with the details of the Material Change, its implications on the rights of the Investors and the proposed steps, if any, that we, acting in good faith, propose are appropriate to be taken in such circumstances.
5. INVESTMENT ROUND
5.1. After identifying a Property, we will list it on the Platform with the aim of combining your Investment with that of other Investors and reaching the Funding Target in time to seize the opportunity and purchase the subject Property.
5.2. In order to optimise value for our Investors, we may engage in pre-sale negotiations with the Seller of the Property.
6. KNOW-YOUR-CUSTOMER (KYC) AND ANTI-MONEY LAUNDERING (AML) POLICY
6.1. Money laundering refers to the act of concealing the origin of money generated by criminal activity and making it appear to have come from legitimate sources. It is a serious crime as the money may be generated from illicit activities such as terrorist funding, illegal arms trading, drug trafficking, fraud, theft, racketeering, and human trafficking.
6.2. In accordance with relevant AML Laws governing DWTC entities (“AML Laws”), we have put in place controls and procedures (“AML Policy”) to detect and manage the risk of money laundering activity and terrorist financing being carried out on the Platform. The AML Policy includes following a Customer Due Diligence process, the appointment of an in-house Authorised Money Laundering Officer (MLRO), and compulsory AML training for all employees. Customer Due Diligence requires us to obtain certain information and documentation from you, as appropriate to verify your identity, residential address and origin of funds. You will not be able to use your PRYPCO Account to carry out any deposit, withdrawal or investment transaction without us completing or updating your Customer Due Diligence profile.
7. DEPOSIT AND WITHDRAWAL
7.1. Subject to satisfactory KYC and AML, the Platform allows you to deposit funds to your PRYPCO Wallet or direct investment through wire bank transfer, electronic debit or credit card payment, provided: (a) in the case of the former that you are the sole or joint account holder of the source bank account, or the account is in the name of the business or organization you represent, or (b) in the case of the latter, that you are the card holder of the debit card being used. We do not accept cash payments.
7.2. You can deposit funds into your PRYPCO Wallet in AED. Any amount you have deposited into your PRYPCO Wallet in any other currency will be reflected in AED on ‘as received’ basis, after any bank deductions for foreign exchange and transfer fees.
7.3. We reserve the right to reject any deposit transaction in case of non-compliance with KYC and AML or any other applicable requirements at the time of the deposit transaction. We may also reject or return a bank transfer if you fail to provide the correct reference number to your bank when initiating the wire transfer instructions.
7.4. You will not earn any interest on the funds available in your PRYPCO Wallet.
7.5. The funds in your PRYPCO Wallet remain yours to the extent that you have not used them, in part or in whole, towards an Investment after the Commitment Period through the Platform.
7.6. Any withdrawal request is subject to KYC and AML, which if successfully cleared, your withdrawal request will be approved and processed. The requested funds will be transferred to your bank account in the currency of your PRYPCO Account. We accept no responsibility for any loss caused due to foreign currency conversion costs, exchange rate variation or any other costs and charges deducted by your bank or any correspondent bank.
7.7. The minimum withdrawal amount from your PRYPCO Wallet is AED 50. Withdrawal requests below AED 50 will incur a 2.5% processing fee. Unless you are closing your account with PRYPCO in which case, no fees are applicable.
7.8. You can access and view the available balance in your PRYPCO Wallet at any time on the dashboard of your PRYPCO Account and, subject to maintenance of KYC and AML, you are free to withdraw the funds or invest them in any available investment opportunity through the Platform.
7.9. You acknowledge that the value of any free credit or other promotional benefit or interest that we may offer to you at our discretion can only be redeemed as per the terms and conditions of the relevant promotion and cannot be withdrawn from your PRYPCO Account.
7.10. All foreign exchange, transfer and any other bank or handling charges relating to deposits to and withdrawals from your PRYPCO Account will be paid by you in full and deducted from the funds of your deposit or withdrawal transaction respectively.
7.11. You agree that we can restrict or suspend your PRYPCO Account in the circumstances where such action is appropriate to comply with the terms of this Agreement and/or any applicable laws or regulations. The above said circumstances include, without limitation, times when your official identification documents have expired or your residential address has changed, in which case, as per our AML Policy, we require updated documents to maintain your Customer Due Diligence profile up to date.
7.12. Pursuant to the protections conferred by VARA Client Money Provisions:
a. All available balance in your PRYPCO Wallet shall be collected in the segregated Client Money Account, which means your monies will not be combined with and will be kept separate from our own funds;
b. In the event of insolvency or winding up, your money will be subject to VARA’s regulations.
7.13. Further to this, governmental funds i.e. fees charged by DLD will be transferred from the Client Money Account into a Trust Account in the name of DLD. This amount will be refunded in the event that you withdraw your Investment during the cooling-off Period.
7.14. Your money is held in accordance with the rules prescribed by VARA. You agree that neither Investor virtual assets nor Client Money benefit from any form of deposit protection.
7.15. We conduct appropriate due diligence in the selection of third-party banking and financial institutions where your funds are held. This includes, without limitation, evaluating the entity’s credit rating, capital and financial resources, insolvency regime of its jurisdiction, regulatory status, expertise, reputation and history. However, we do not accept any responsibility arising from an act, omission or default of any such third-party bank or financial institutions.
7.16. Your funds are held together with those of other Investors in accounts to which all Investors generally and jointly have a claim. Therefore you agree that you have no individual claim over any specific amount in any specific account.
7.17. You must register a valid bank account to carry out a funds withdrawal transaction. The account must be in your name or held jointly with another person.
7.18. You agree that you can only cancel your Investment in a Property (or any part amount thereof) within the Cooling off Period.
8. INVESTMENT PROCESS
8.1. After making an Investment through the Platform either from your PRYPCO Wallet or directly, your Investment in the Property cannot be cancelled unless;
i) You have requested cancellation of your Investment within the Cooling Off Period;
ii) The Funding Target has not been reached; or
iii) The Investment Round has otherwise been discontinued.
iv) In all of the aforementioned cases, your funds will be refunded to your PRYPCO Wallet, from where you can then withdraw or re-invest the proceeds in any other Property subject to KYC and AML.
8.2. If your Investment is not cancelled within the Cooling Off Period, the amount of your Investment will be considered confirmed and provided the Funding Target has been reached or the Investment Round has not been discontinued, your Investment will be applied towards acquiring the Property and meeting the associated costs and expenses as detailed on the Platform.
8.3. Available funds in your PRYPCO Wallet are in AED currency.
8.4. For Investments in the UAE, after the Property has been acquired, you will collect all Dividend distributions in AED. Such amounts will be credited to your PRYPCO Wallet in AED. Therefore, you will incur foreign currency exchange charges if funds are then converted to any other currency upon withdrawal from your PRYPCO Wallet.
8.5. You acknowledge and agree that we do not provide any financial, accounting or legal advice in relation to this Agreement and Investment promoted on our Platform. You are solely responsible to seek your own professional advice if needed in relation to foreign exchange, tax or other potential risks and liabilities in connection with your Investment.
9. COOLING OFF PERIOD
9.1. You may exercise your right to withdraw your Investment within the Cooling off Period, either through the Platform or emailing us on support.mint@prypco.com.
9.2. By exercising your right to withdraw your Investment, you will receive back only the original amount you invested, in the underlying currency of the Investment, and will not be entitled to any promotional benefits, discounts or other incentives offered to Investors in connection with the Investment.
9.3. If you exercise your withdrawal rights in accordance with clause 9.1 above, any money being held in connection with an Investment will be re-credited to your PRYPCO Wallet so that you may use it to make another investment on the Platform. You may also withdraw some or all of the money from your PRYPCO Wallet to your own nominated bank account. For the avoidance of doubt, if the original funds in your PRYPCO Wallet which were used to make the Investment were in a currency different than that of the underlying Investment, charges for foreign exchange may apply. We are not liable for any fluctuations in the foreign exchange of your Investment.
10. INVESTMENT RETURNS
10.1. Dividends from your Investment will be credited to your PRYPCO Wallet. The funds shown in your PRYPCO Wallet will be held in the third party client money account with Zand Bank P.J.S.C. Subject to your ongoing compliance with KYC and AML, and subject to clause 7.7 above, you may withdraw your available balance or choose to invest the same in a Property of your choice.
10.2. We request you to read this Agreement and the documents available on the Platform in relation to the Property available which govern your Investment and associated matters. Distribution of the Dividends depends on various factors such as the Property being rented out and the availability of balance funds after paying out all costs and expenses incurred in the running of the Property such as fees owed to the Property Manager, maintenance, repairs, insurance premium and fees, as well as the annual administrative fee owed to PRYPCO, ongoing charges incurred for KYC and AML and periodic property valuations. We will make full details of all applicable costs, expenses and fees available on the Platform. You understand and confirm that the past performance of your or any other Investment is not a reliable indicator of future performance.
10.3. Dividend distributions will be paid within the first week of each month or within the first five (5) working days. This may vary depending on the schedule of payments agreed with the tenant at the Property. The timing of Dividends may be subject to an additional period from rent collection of up to three months to process declaration and payments. Dividends will be declared and paid within one month from each calendar quarter or month end with the choice of monthly or quarterly dividend payments at PRYPCO’s discretion. Dividend amounts will be in the currency of rent receipts and may occasionally reflect deductions for the Reserve Funds or allowances to ensure sufficient funds remain available to pay the associated costs, running expenses and fees relating to the Property.
10.4. Individual dividend distributions to your PRYPCO Wallet are subject to a minimum of AED 0.01 per distribution.
10.5. If the rent is overdue, the Property Manager will use reasonable efforts to recover the same from the tenant. If the rent still remains unpaid, the Property Manager will notify the Investors before initiating legal action against the defaulting tenant. You agree that the Investors will be responsible to pay for the relevant legal costs and attorney fees. To the extent that the available balance in the Reserve Funds of the Property are insufficient, such costs will have to be separately borne from the Investors. The claim shall be made to recover the legal costs in addition to the unpaid rent. If the court awards legal costs in addition to the unpaid rent, the same will be reimbursed to the Investors.
10.6. You acknowledge that you will be solely responsible for any relevant taxes, federal reporting or costs applicable to your income derived from the Investment.
11. PROPERTY MANAGEMENT, VOTING AND MAINTENANCE
11.1. For each Property, an independent Property Manager will be appointed under a separate agreement executed with PRYPCO (the “Property Management Agreement”) whereby the Property Manager will be responsible for the day to day management and maintenance of the Property and authorized to exercise all rights, take decision and perform all responsibilities required in the ordinary course of management and maintenance of the Property.
11.2. Subject to the terms and conditions of this Agreement, Investors will be invited to participate in a voting process, either through the Platform or otherwise, on the following matters:
i) Approval for carrying out any material works to the Property, which are not urgent in nature, and incur costs in excess of the lower of (i) 5% of the original cost of the Property or (ii) a total AED 100,000 of the Property value
in a single instance or involve a period of longer than two calendar months without rental income. The voting window for any maintenance under this clause will be opened for five (5) business days;
ii) Approval for any modification in the Investment Term; and
iii) Approval for the sale of the Property. The voting window for the approval of a sale of property will be opened for 14 days.
11.3. When organising a voting process, we will notify all Investors in the Property through their registered email address or via WhatsApp and inform them regarding the proposed voting schedule and description of the subject matter on which the voting is required. Investors who do not respond within the required timeframe will be considered as having abstained and their votes associated with their ownership percentage will be excluded from the total votes. Reminders will be sent to all Investors at an appropriate time ahead of expiry of the voting period. All decisions, including the sale of the Property, will be taken on the basis of a simple majority (50% +1).
11.4. You agree that:
i) The Property will be controlled and operated by the Property Manager, as indicated on the Platform at the time of the Investment Round, who will continue to manage the Property unless the Property Management Agreement is terminated;
ii) Any existing tenant will continue to lease and occupy the Property after it is acquired until the lease agreement has been terminated and the tenant has vacated the Property. The lease will be subject to renewal as per the lease agreement in place and applicable rental laws that are market standard;
iii) Reserve Funds will be added to the transaction costs at the time of Investment and kept as an ongoing allowance to pay for any maintenance charges that may arise in relation to the Property. Any undrawn amounts from this fund will be refunded at the end of the Investment Term. Any Investor who exits after the expiry of the Lock in Period, is entitled to a refund of the calculated Reserve Fund. Any drawn amounts will be replenished from rental proceeds in order to maintain the same balance allowance available over the course of the Investment Term. Any single maintenance expense being the lower of (i) exceeding 5% of the original cost of the Property or (ii) a total AED 100,000 of the Property value in a single instance will require approval from the Investors via vote, otherwise it will be considered pre-approved; and
iv) Any sale of the Property at the end of the Investment Term is subject to payment of all associated fees and charges including, but not limited to, all applicable PRYPCO fees, brokerage fees and any other selling charges as may be required.
12. ONGOING STATEMENTS AND VALUATIONS
12.1. Through the Platform, you can stay updated with information about your Investment during the Investment Term. The information will be accessible via the dashboard of your PRYPCO Account and will include a full statement of all realised income and expenses incurred in relation to the Property, the most recent estimated valuation of the Property, as well as any other documents as appropriate. Due to its investment nature the estimated valuation is under no circumstances acting as a guarantee or assurance on the market price of your investment.
12.2. The estimated valuation will be done on a semiannual basis using DLD’s smart valuation or an accredited valuer of the original property valuation (obtained when we first assess a Property to list on on our Platform) less any applicable transaction expenses, deferred taxes or other liabilities of PRYPCO. The basis of the valuation will be using updated market data and recent transactions executed in the same community or area as the Property, as per the operating standards of the selected third party valuation provider.
13. FEES TO INVESTORS
3.1. We will charge Investors the following transaction fees:
i) Acquisition fee of 2% of the Funding Target at the time of acquisition of the concerned Property;
ii) Management Fee of 0.5% of the Funding Target.
iii) Exit fee of 1% of the Sale Value of the concerned Property.
13.2. If the Sale Value of the Property is greater than the Funding Target, then we will additionally be entitled to an incentive fee up to 15% of the excess return above the Funding Target, net of all transaction costs at the time of sale of the property, as realized at the end of the Investment Term.
13.3. All fees owed to us will, where applicable, be rounded up to the nearest whole number in fils.
13.4. We may change our fees at any time by providing at least 14 business days prior written notice via their registered email address to all our Investors.
14. REPRESENTATIONS
14.1. By creating an Account with us and using the Platform, you agree to make the following representations:
i) You are legally entitled to make the Investment;
ii) You have the capacity and authority to enter into a legally binding agreement with us;
iii) If you are a natural person, you are at least 18 years of age, of sound mind and fully aware of the legal implications of your own actions;
iv) You are the person whose registration details are being provided or, in the case of legal entities, you are a duly authorised signatory acting on behalf of the relevant entity;
v) You agree to provide and maintain correct, complete and current information for registration, KYC and AML, including, without limitation, your full name, date of birth, country of residence, origin of funds and contact details. You are obligated to keep all of your information updated at all times;
vi) You understand that fraud and fraudulent misrepresentation constitute serious crimes and are punishable with imprisonment and/or fines under applicable laws. You warrant and undertake to us that all information given to us in respect of your account is complete, true and accurate in all respects and not misleading in any way;
vii) You are acting as principal not as agent for any third party;
viii) Your funds deposited with us originate from legitimate sources and have no connection with any crime. You will not attempt to use this Platform for the purpose of any illegal activity including but not limited to money laundering. You will comply with our KYC and AML protocols to enable us to meet our legal and regulatory obligations, including providing all information we may require to verify your identity, residential address and origin of funds. You will not be able to withdraw funds from your PRYPCO Account without satisfying our KYC and AML requirements;
ix) You are not insolvent, bankrupt, under creditor’s process or otherwise subject to any legal restriction limiting your ability to enter into this Agreement or make an Investment;
x) You are not currently residing in a country or territory where it is illegal to make the Investment;
xi) You are obligated to (a) keep your PRYPCO Account secure from unauthorised access and misuse, and (b) maintain strict confidentiality of your username and password. Subject to maintenance of correct account information, we will assume that all activity under your PRYPCO Account is your own. You assume all risks and losses and legal liabilities arising from your use or any unauthorised access to and use of your PRYPCO Account by any third party. You will indemnify and hold us harmless from and against all losses, damages, claims, demands, expenses and costs caused due to your use or any unauthorised access to your PRYPCO Account;
xii) You have read, agreed and acknowledged the Key Risks displayed on the Platform and shall read, agree and acknowledge the Key Risks every time you make an Investment using the PRYPCO platform. You understand the potential risks, losses and benefits associated with the Investment and agree to assume the full extent of all such risks, losses and benefits;
xiii) If you are investing in an investment plan, you acknowledge that assessment is made that any investment selected by the system is suitable for you;
xiv) You cannot assign, sell or transfer your PRYPCO Account to any other third party nor can you acquire, attempt to acquire, or otherwise look to become the beneficiary of any assignment or transfer of a PRYPCO Account created by or designated to any third party;
xv) You must not use the Platform in any manner which is detrimental or harmful to PRYPCO or other Investors, as we may determine in our sole discretion. If you breach the foregoing provision, we reserve the right to suspend or block your access to the Platform and close down your PRYPCO Account; and
xvi) You have in place appropriate security systems and will ensure it is updated regularly to better protect your PRYPCO Account against spyware, virus and any other possible cybersecurity threats.
14.2. We allow you to make Investments through the Platform in consideration of your aforementioned representations, on which we take full reliance as accurate, complete and reliable information. If your representations are false or misleading, we reserve the right to annul and rescind our agreements with you, terminate your PRYPCO Account and, subject to our applicable KYC and AML policies, return any available funds in your PRYPCO Wallet (less any applicable transfer charges (which shall be for your own account)). In addition, you agree to indemnify us for the losses, damages, expenses and costs caused to us due to such false representations. In case you fail to comply with the KYC and AML requirements, we reserve the right to report the fact to the concerned authority for further legal actions, including possibly withholding any funds in your PRYPCO Account.
15. TRANSFERS AND SELL
15.1. You can either transfer or sell, whichever is applicable, your portion of the Property you own in the manner provided hereunder. The modes of transfers provided in this section are exhaustive in nature, and any transfer in violation of the same will be invalid and have no legal effect. Transfer or sale of your portion in the Property may occur as a result of:
i) A majority of Investors vote in favour of selling the Property to a third party in accordance with the terms of this Agreement;
ii) Illness, incapacity or disability of an Investor, in which case a person nominated by the Investor can assume the rights to his Investment(s). All responsibility for arranging appropriate succession planning and putting in place appropriate plans for any nominated beneficiaries to take title of a PRYPCO Account and Investments in the event of a death or incapacity lies solely with the Investor. If in doubt, you should seek your own advice on this matter before investing. For the avoidance of doubt, all fees pertaining to the transfer will be borne by the individual nominated by the Investor;
iii) A request to transfer your portion in the Property to your spouse or other family members, subject to our confirmation (which we reserve the right to withhold at our sole discretion) and satisfactory KYC and AML. For the avoidance of doubt, all fees pertaining to the transfer will be borne by the individual nominated by the Investor;
iv) If an Investor is a corporate or other legal entity, a bankruptcy, creditor’s process or other insolvency event. Note, transfers in these circumstances are subject to a right of first refusal granted to PRYPCO and its Investors and allowed only as directed by a valid third-party administrator.
15.2. An Investor has the right to transfer their portion, in full or part, of the Property they own on the PRYPCO platform after the expiry of the lock-in Period. Any Investments made after the expiry of the Lock in Period, can be sold at any point. The listing price of your share cannot be either less than or more than 15% of the latest DLD smart valuation available on the Platform. The Lock-in Period is specific to each Property, and an additional Investment in any other Property does not alter any existing Property Lock-in Period. For the avoidance of doubt, if you sell your share before the distribution of a Dividend, you will lose any entitlement to the Dividend.
16. TERMINATION AND VARIATION
6.1. This Agreement will be effective immediately upon execution and will continue to be effective for an indefinite period unless terminated upon the following events:
i) PRYPCO becomes insolvent;
ii) PRYPCO decides to terminate or rescind this Agreement, whether in its sole discretion or due to certain circumstances such as your breach of any provisions of this Agreement; and
iii) If you withdraw your funds from your PRYPCO Wallet and close your PRYPCO Account (in this case we may retain certain parts of your information to meet our regulatory obligations).
16.2. This Agreement and relevant links to policies or procedures are maintained and accurate at all times. We reserve the right to make amendments to this Agreement to ensure compliance with all applicable laws or regulations or on any other grounds we deem necessary at our sole discretion. If we make amendments in this Agreement, you will be notified through your registered email and/or the Platform thirty (30) calendar days prior to making the change. Your continued use of the Platform will constitute your consent to the amended terms and conditions. Provisions in previous versions of this Agreement will continue to apply. In case of a conflict between any new and older versions, the most recent version of this Agreement will take effect unless expressly stated otherwise.
17. CONTINGENCY PLANNING
17.1. In the case a force majeure event has led to a failure in the operation of the Platform, we will initiate our Business Continuity Plan (“BCP”) to (a) continue critical business activities (b) protect data; (c) ensure effective communication through phone and email with current Investors; and (d) restore the normal operations of the business as soon as possible. You can request a copy of the BCP by sending us an email on support.mint@prypco.com.
17.2. In the unlikely case that any circumstances force us to limit, suspend or cease business operations, or that we are permanently unable to run the business, our Cessation Plan (CP) will be implemented. The CP provides contingency arrangements and procedures to ensure the smooth administering of Investments and other relevant matters.
17.3. If circumstances require implementation of the CP, but the majority of Investors decide in favor of liquidation of the Investment, our staff will supervise the sale of the Property and return the capital from such sale to Investors in proportion to their respective shares of the Property they own. We will not accept any responsibility nor assume any liability if the sale of any Property leads to any capital loss. You can request a copy of the CP by sending us an email on support.mint@prypco.com.
18. LIMITATION OF LIABILITY
18.1. We operate the Platform as a platform designed to facilitate Investments by you. Nothing that we do constitutes a recommendation or professional advice. We make no warranties and representation that the expected performance or results associated with your Investment will be realised, nor do we assume any liability whatsoever to that effect.
18.2. You acknowledge that PRYPCO shall in no circumstances be liable to you for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by you arising out of your use of the Platform, including the making of any Investment, except as otherwise provided in this Agreement or under the laws of DIFC.
18.3. The information we provide on the Platform, including estimates for future return, is based on assumptions. It is shown for guidance purposes only and should in no way be considered a guarantee of return or professional financial advice.
19. INDEMNITY
19.1. You shall defend, indemnify and hold harmless PRYPCO, its director(s), officers, agents, representatives, employees, successors, assigns and affiliates (collectively as “PRYPCO Indemnified Parties”) from and against, without limitation, all claims, demands, actions, suits, judgments, losses, damages, fines, expenses and costs, including legal fees, arising in connection with this Agreement or your use of the Platform, including, without limitation, as a result of:
i) Any breach of this Agreement by you;
ii) Any third-party claim or dispute between you and any third party; or
iii) Any violation of applicable laws or regulations; or
iv) Any act or omission by you which creates any civil or criminal liability.
19.2. The foregoing provisions shall survive the termination of this Agreement.
20. INVESTOR CLASSIFICATION
20.1. In accordance with VARA Rulebooks, PRYPCO classifies all clients as either Retail Investor, Qualified Investor or Institutional Investor.
20.2. PRYPCO will assess your status against the applicable regulatory criteria and assign the appropriate classification. You will be notified of your assigned investor classification, and any rights or restrictions applicable to that classification under VARA regulations will be communicated to you.
20.3. We reserve the right to reclassify your investor status if new information becomes available or if there is a material change in your circumstances. You may also request a reclassification, subject to meeting the eligibility criteria and providing supporting evidence, in line with VARA’s regulatory framework.
21. REGULATORY DISCLOSURES
21.1. Based on VARA rules, PRYPCO initially classifies all Investors as Retail Investors. We may reach out to you if we believe, based on information provided by you through the Platform, that you may qualify as a Qualified Investor. Investors can further be classified as Institutional Investors.
21.2. Conflicts of interest may arise in the ordinary course of business between PRYPCO and Investors or between different Investors. In order to better manage these situations, we are required to identify the circumstances beforehand and set out procedures to handle or mitigate the risk of such conflicts. If the risk of an actual or potential conflict is material and cannot be appropriately handled or mitigated, we are required to disclose the existence of such actual or potential conflict including a list of general conflict points or those related to a specific transaction. This is to ensure you are fully informed and can decide whether to continue engaging with PRYPCO.
21.3. We may have arrangements with brokers, agents, affiliates, partners, agencies and other third parties as the case may vary from time to time. PRYPCO may offer incentives to such third parties by way of commissions, introductions or success fees, or revenue sharing agreements in exchange for marketing and promoting the Platform to Investors. Also, in return for using the Platform to sell properties, PRYPCO may also earn fees from Investors and Sellers including through their agents, brokers, developers and any other representatives.
22. GENERAL TERMS
22.1. In the event that we, for any reason, have not insisted on strict adherence with your obligations under this Agreement or failed to avail any remedies or exercised any rights available to us under this Agreement or any applicable laws, this will not constitute a waiver of the same or any relief in respect of the relevant obligations that you have failed to perform.
22.2. No waiver, whether full or partial, shall constitute a waiver of future rights or remedies.
22.3. If any provision of this Agreement or of any other document referred hereunder is found by a competent court or authority to be invalid, unenforceable and unlawful, the same will be severed from this Agreement or any such document and the remaining provisions will be valid, legal and enforceable.
22.4. Nothing in this Agreement is intended to be interpreted to establish any joint venture, partnership, or agency. There are no arrangements that permit any Party to act on behalf of the other Party in any way or for whatever reason.
22.5. All notifications, notice or communication (a “Notice”) required to be provided under this Agreement shall be made in writing and delivered by hand or by pre-paid courier services with delivery to such party’s registered address or sent to such party’s registered email address. The Notice shall be deemed to be served; (a) in the case of delivery by hand, upon issuance of a signed acceptance receipt of such Notice or immediately when it is left at the registered address; (b) where the Notice is sent by post services, upon expiry of two business days; and (c) where the Notice is sent through email, on the next business day.
22.6. All communications under this Agreement shall be made in the English language.
22.7. Any dispute or claim arising out of this Agreement will be governed by the applicable law, and such disputes or claims will be resolved exclusively by the DIFC Courts. You agree that you will first attempt to resolve your issues by filing a complaint.
22.8. This Agreement, along with any other document referred to herein, constitutes the entire agreement between us and you and supersede any and all previous oral or written discussions, correspondence, representations, negotiations or agreement.
23. CLIENT FEEDBACK AND COMPLAINTS
23.1. PRYPCO aspires to the highest standard of user experience and customer service. The Firm aims to treat all customers fairly and be sufficiently transparent about all terms and conditions, fees and charges. The firm has a detailed Complaints Policy. The policy clarifies that any employee who receives a complaint, whether verbally or in writing, must report it to the Compliance Officer immediately upon receipt. The Compliance Officer will also be the owner of the complaints mailbox (with and incoming mails forwarded directly to the Compliance Officer). Complaints will be added to the Complaints register immediately by the Compliance Officer to ensure that timelines are adhered to.
23.2. You can provide your feedback or a complaint by sending us an email at support.mint@prypco.com.
23.3. The Compliance Officer will acknowledge receipt to the complainant within 7 days of receipt of the complaint, including the following information: a. Contact details of any individual responsible for handling the Complaint; b. A copy of the template to file complaints together with. key particulars of the PRYPCO complaints handling procedures.
a. Contact details of any individual responsible for handling the Complaint;
b. A copy of the template to file complaints together with. key particulars of the PRYPCO complaints handling procedures.
23.4. Full resolution of the complaint should take place within 30 days under normal circumstances. If further time is required, PRYPCO will keep the Client apprised of the steps being taken to resolve the complaint. The complaint will be resolved no later than eight (8) weeks from when the complaint was made.
23.5. PRYPCO shall ensure that the individual handling the complaint is not the subject of the complaint. The person handling the complaint must be able to do so in a fair and impartial manner and must possess sufficient authority. This decision on who will handle the complaint will be arrived at jointly by the CEO and Compliance Officer.
23.6. All complaints will be logged within our Complaints Register, along with details of the resolution. This is then used to analyse whether there are any systemic/recurring issues.
23.7. VARA will be notified about any complaints in which a breach of Data Protection rules has been identified or if any systemic issues have been identified.
23.8. If your complaint is referred to any external party, such as a regulatory body or arbitrator, we may be required to disclose your personal data, as defined under the applicable Data Protection Laws. You may object to such disclosure at any time, provided it is on reasonable grounds and documented in writing.
23.9. During the investigation, we will work on diagnosing the problem, identifying the root causes and then aiming to rectify the issue. For this purpose, the appointed person may reach out to you to collect more information. We may keep records and audit trails to monitor the case and enhance our internal operations. After evaluating the findings of the investigation, we will decide on how to deal with the complaint and we will communicate the same to the complainant.
23.10. Records relating to all complaints will be maintained for at least 8 years from the date of receipt.
24. CONTACTS
24.1. All notices, communications, suggestions, and queries required to be made under this Agreement shall be made via email support.mint@prypco.com.
