Terms and Conditions
1. INTRODUCTION
1.1.Please read this investment agreement (hereinafter as "Agreement") carefully as it sets out the terms and conditions which permit you to use our website and enable you to make investments in properties using our website, https://prypco.com/blocks/ (the "Platform"). By using the Platform, you agree to be bound by the terms and conditions set out in this Agreement.
1.2.This Agreement governs the contractual relationship between you and Prypco Blocks (DIFC) Ltd ("Prypco Blocks").
1.3.Prypco Blocks is authorised and regulated by the Dubai Financial Services Authority (the "DFSA") for the purposes of "Operating a Crowdfunding Platform" under DFSA registration number CL7381.
1.4.Prypco Blocks (DIFC) Limited is a wholly owned subsidiary of Prypco Holdings Limited, a company incorporated and registered in DIFC whose registered office is at Tower A,314, DAMAC Park Towers, DIFC, Dubai, UAE.
1.5.Please note that the Key Risks and Cookies Policy also applies to your general access and use of our Platform for the purpose of investments, and our Privacy Policy applies to our use of your personal information. We recommend that you read these carefully.
1.6.This Agreement will come into effect upon you confirming electronically on the Platform that you agree to them.
1.7.If the Client is classified as a Professional Client pursuant to Clause 2.14 of this Agreement, additional terms and conditions, beyond those set forth in this Agreement, shall be provided to the Client.
2. DEFINITIONS
2.1."Client Money Account" means a standalone bank account with Emirates NBD (ENBD) designed to securely hold funds separately from Prypco Blocks' 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."Customer Wallet" refers to the funds held as cash in the Client Money Account pertaining to the customer.
2.3."Commitment Period" means a period commencing from the time you have committed funds to be invested in the Property through the platform until the purchase transaction is executed, meaning the Property has been transferred from the Seller to the investors.
2.4."Cooling Off Period" refers to a period consisting of the first 48 hours after the property is fully funded.
2.5."Dividend" refers to the periodic income generated by the Investment less any fees or costs.
2.6."Funding Target" refers to the investment required to acquire the Property including, without limitations, all associated costs as detailed on the Platform excluding the Prypco fees and the KYC & AML Fee.
2.7."Investment Cost" refers to the total amount payable by the Investor, including, without limitation, the Funding Target, the Prypco Acquisition Fee, and the KYC & AML Fee.
2.8."Investment" means an investment amount you made by purchasing, or committing to purchase, the Shares from Prypco Blocks which will use the funds raised by the sale of Shares to acquire the subject Property and investors will hold title to the subject Property for a certain Investment Term.
2.9."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.
2.10."Investment Term" refers to a period commencing from the date when the investors acquire Property until such Property is sold either upon the expiry of the investment period, early sale of the Property by majority vote of the Investors or upon operation of the law.
2.11."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.
2.12."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.
2.13."Platform Documents" refers to all disclosures, information, agreements, terms & conditions and policies made available on the platform, including but not limited to the Platform General Terms of Use and Data and Privacy Policy.
2.14."Property" means a building, apartment, villa or residential house identified for investment or acquired via Prypco Blocks on behalf of the investors for the Investment.
2.15."Professional Client" is a client who meets the criteria set forth in DFSA Rulebook, Conduct of Business (COB) modules number 2.3.3 and 2.3.4.
2.16."Retail Client" is a client who is not a Professional Client.
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."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.
2.19."Sale Value" refers to the gross proceeds of sale received from a buyer of the Property at the end of the Investment Term.
2.20."Seller" means the individual or company that owns the legal title deed to the Property prior to the Investment.
2.21."Title Deed" is a legal document that serves as evidence of ownership or interest in a property.
2.22."Prypco Blocks", "we", "our" and "us" refer to Prypco Blocks (DIFC) Ltd, a company incorporated and registered in the Dubai International Financial Centre ("DIFC) with company registration number CL7381. Prypco Blocks is authorised and regulated by the Dubai Financial Services Authority (the "DFSA) as an Operator of a Property Crowdfunding Platform under DFSA Reference Number F007958.
2.23."Prypco Blocks Account" refers to a user account created on the platform showing Customer Wallets and such other personalised features to be used by Investors to make investments and receive and manage funds in addition to monitoring and managing other matters relevant to their Investments.
2.24."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 Blocks and provides details of each Property available for investment through the purchase of shares, each in an individual Property (the "Shares). Prypco Blocks offers Shares to potential Investors through the Platform. Through the Shares, Investors will acquire and own a proportionate share of the SPV established for each individual Property until the end of the Investment Term, subject to the terms of this Agreement.
3.2.Prypco Blocks will start Investment Rounds through the Platform to pool Investments from potential Investors to secure a Funding Target for the purchase of a specific Property. In exchange for the Investment, the investors will be issued a certain number/percentage of Share(s). The Funding Target will be equal to an estimated sale price of the Property agreed between Prypco Blocks and Seller together with associated costs incurred as a result of its acquisition through Prypco Blocks. Prypco Blocks uses the services of leading independent valuations consultants to verify the sale price of each Property. The valuer will prepare a detailed report pertaining to the Property. The details as to the Funding Target including all acquisition costs, expenses and fees will be provided on the Platform.
3.3.Subject to the terms of this Agreement, you understand to make an Investment in return for a certain number/percentage of Share(s) and that your Investment will be used for the acquisition of the Property. By subscribing to the Shares, you agree to pay proportionality all 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 procedure, you are encouraged to read through the FAQ's and if in doubt contact us through discover.blocks@prypco.com
3.4.For each Property that Prypco Blocks achieve the Funding Target within the Investment Round, a special purpose vehicle ("SPV") will be established and the ownership structure behind the SPV will be changed based on each individual Property specific basis. Once the SPV has been created, you will be sent a share certificate representing your Shares.
3.5.If we fail to achieve the Funding Target within a certain period, or if the Funding Target is not lowered in agreement with the Seller, the Investment Round will be discontinued and the amount that you invested will be returned to your Customer Wallet. No costs, expenses or fees will be deducted from the amount of the Investment, except if the original funds in your Customer 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. In such case, you can use the amount refunded back to your Customer 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 Blocks Account 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 on your account.
3.6.We use reasonable endeavors to gather and make available the relevant information in connection with a Property on the Platform. It is agreed that the funding period 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 Round will also indicate the Investment Term. At the end of the Investment Term, Prypco Blocks will have the power to decide if the Property should be sold or retained for another six month extension period to the Investment term. Prypco Blocks 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, Prypco Blocks 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% you hereby unconditionally and irrevocably agree to the sale of the Property in order to realize that ROI. Prypco Blocks will then be given the right to sell the Property on behalf of Investors at its sole discretion. We will use our reasonable endeavors to achieve the most favorable 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.
4.4.An Investment with Prypco Blocks is usually available starting from a minimum amount of AED 500 (or approx. USD 136). 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.A Retail Client cannot invest more than US$50,000 in an individual property using its service; and US$100,000 in total in any calendar year using its service.
4.6.A Professional Client may not invest more than US$50,000 in an individual property using its services. However, there is no limitation on the total amount a Professional Client can invest within a calendar year.
4.7.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.
4.8.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.
4.9.You agree that the investment you make in a Property is in the Shares and will be combined with the Shares of other investors to purchase the Property.
4.10.To calculate the percentage of ownership in the SPV your Shares will represent, the amount of your Investment is divided by the Funding target (excluding Prypco Blocks fees and charges) and multiplied by one hundred. For example, if your Investment is AED 5,000 toward a Property of AED 500,000 with associated costs AED75,000 making the Funding Target AED575,000, your Shares will represent an ownership of 1% of the Property.
4.11.The purchase and associated costs include, without limitations, fees relating to brokerage and property valuation, Prypco Blocks acquisition fee and other official charges such as fees for property transfer and registration with the Dubai Land Department (DLD), No Objection Certificate from the DFSA, license application and deposits and other connection fees for utilities. A full breakdown of associated costs pertaining to the purchase will be shared on the Platform.
4.12.In certain circumstances, the proposed Funding Target may be subject to change such as where the sale price of the Property has been changed due to our successful negotiation. You acknowledge that we may lower the Funding Target in our sole discretion.
4.13.The Investment will be considered complete if:
i)The Funding Target has been reached, or a new lower Funding Target was negotiated with the Seller; and
ii)Prypco Blocks has purchased the subject Property from the Seller.
4.14.Prypco Blocks has 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.
4.15.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 approve the Material Changes within five (5) business days. If you fail to approve the Material Change within the aforementioned period, we may cancel your Investment.
4.16.If a Material Change occurs following the end of the Commitment Period, we will display a notification on the Platform with the details of the Material Change, its implications on the rights of the Investors and the proposed steps, if any, that Prypco Blocks, acting in good faith, proposes are appropriate to be taken in such circumstances.
5. INVESTMENT ROUND
5.1.Prypco Blocks operates and manages the Platform on the basis of this Agreement and allows you to view and experience the Prypco Blocks platform. 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 optimize value for our Investors, we may engage in pre-sale negotiation 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 illegal 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. KNOW-YOUR-CUSTOMER (KYC) AND ANTI-MONEY LAUNDERING (AML) POLICY
6.1.Money laundering refers to the act of concealing the illegal 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 DIFC entities ("AML Laws"), Prypco Blocks has 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 Authorized 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 Blocks 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, you can deposit funds to your Customer Wallet through wire bank transfer or electronic debit 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 or credit card payment.
7.2.You can deposit funds to your Prypco Blocks Account in AED. Any amount you have deposited into your Customer Wallet in any other currency will be reflected in AED on an '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 Customer Wallet.
7.5.The funds in your Customer Wallet remain yours to the extent that you have not used them, in part or in whole, toward an Investment 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 Blocks 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.You can access and view the available balance in your Customer Wallet at any time on the dashboard of your Prypco Blocks 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.
7.8.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 & Conditions and cannot be withdrawn from your Prypco Blocks Account as Cash.
7.9.All foreign exchange, transfer and any other bank or handling charges relating to deposits to and withdrawals from your Prypco Blocks Account will be paid by you in full and deducted from the funds of your deposit or withdrawal transaction respectively.
7.10.You agree that Prypco Blocks can restrict or suspend your Prypco Blocks 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.
7.11.Pursuant to the protections conferred by DFSA Client Money Provisions:
a)All available balance in your Customer Wallet shall be held in the segregated Client Money Account which means your monies will not be combined with and will be kept separate from Prypco Blocks's own funds; and
b)In the event of insolvency, winding up or other Distribution Event as stipulated by the DFSA, your money will be subject to the DFSA's regulations.
7.12.Your money is held in accordance to the rules prescribed by the DFSA.
7.13.As per DFSA rules, we conduct appropriate due diligence in the selection of third party banking and financial institution 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.
7.14.Your funds are held together with those of other Investors in accounts to which all Investors generally and jointly have claim. Therefore you agree that you have no individual claim over any specific amount in any specific account.
7.15.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.
7.16.Where you have agreed to participate in an investment plan or other investment strategy with us, you may not withdraw your money (or any part amount thereof) except after a cancelation during the Cooling off Period in respect of a Property identified pursuant to such plan or strategy. In such cases, we will notify you of the identification of the Property, the beginning and the end of the relevant Cooling off Period and the amount of your money allocated to such Property.
8. INVESTMENT PROCESS
8.1.Prior to making an Investment, you must fund your Prypco Blocks Account on the Platform with the full amount required for such Investment. Once your Customer Wallet has been funded, you can carry out an Investment in the Property of your choosing within its Investment Round.
8.2.After making an Investment through the Platform, your Investment in the Property cannot be canceled unless:
i)You have requested cancellation of your Investment within the Cooling Off Period;
ii)The Funding Target has not been reached and a lower Funding Target was not successfully agreed with the Seller; or
iii)The Investment Round has otherwise been discontinued.
In all of the aforementioned cases, your funds will be refunded back to your Customer Wallet, from where you can then withdraw or re-invest the proceeds in any other Property subject to KYC and AML.
8.3.If your Investment is not canceled within the Cooling Off Period, the amount of your Investment will be considered confirmed and, provided the Funding Target has been reached, a new lower Funding Target has not been agreed with the Seller, or the Investment Round has not been discontinued, your Investment will be applied toward acquiring the Property and meeting the associated costs and expenses as detailed on the Platform.
8.4.Available funds in your Customer Wallet are in AED currency. For maximum Investments in Property in the UAE, the USD amounts used to carry out such Investment will be converted to AED at an exchange rate of 3.6700, subject to change. We will keep the applicable AED/USD exchange rate updated on the Platform from time to time. We accept no responsibility for any foreign exchange losses or any bank charges incurred in use of your funds to carry out an Investment.
8.5.For Investments in the UAE, after the Property has been acquired, you will collect all Dividend distributions and refunds in AED. Such amounts will be credited to your Customer Wallet in AED. Therefore, you will incur foreign currency exchange charges if funds are then converted to USD or other currency upon withdrawal from your Customer Wallet.
8.6.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 by emailing us at discover.blocks@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 Customer Wallet so that you may use it to make another investment on the Prypco Blocks Platform. You may also withdraw some or all of the money from your Customer Wallet to your own nominated bank account. For the avoidance of doubt, if the original funds in your Customer 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. Prypco Blocks is 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 Customer Wallet. The funds shown in your Customer Wallet will be held in the third party client money account with ENBD. Subject to your ongoing compliance with KYC and AML, 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 Platform Documents available on the Platform 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 Blocks, ongoing charges incurred for KYC and AML, periodic property valuations and any license renewal costs. We will make full details of all applicable costs, expenses and fees available on the Platform. You understand that the value of your Shares may change from time to time. Past performance of your or any other Investment is not a reliable indicator of future performance.
10.3.Dividend distributions will generally follow the receipt of rent, which 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 Blocks's discretion. Dividend amounts will be in the currency of rent receipts and may occasionally reflect deductions for a floating balance 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 Customer 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 to that effect and propose whether to initiate legal action against the defaulting tenant or not. The Investors will engage in a voting process to decide the next course of action. If the Investors decide in the favor of taking legal action, the Investors will be responsible to pay for the relevant legal costs and attorney fees. To the extent that the available balance in the accounts 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 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 separate agreement executed with Prypco Blocks (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 5% of the original cost of the property or involve a period of longer than two calendar months without rental income;
ii)Approval for any modification in the initial Investment Term; and
iii)Approval for the sale of the Property [prior to the end of the initial Investment Term].
11.3.When organizing a voting process, we will notify all Investors in the Property through their registered email address 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 Shares 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)A reserve fund 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 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 exceeding 5% of the original cost of the Property 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 Blocks 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 Blocks Account and will include a full statement of all realized 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 under no circumstances acts as a guarantee or assurance on the market price of your investment.
12.2.The estimated valuation of your Shares will be done on a semiannual basis using a desktop refresh of the original property valuation (obtained at the time of purchase of the Property) less any applicable transaction expenses, deferred taxes or other liabilities of Prypco Blocks. 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
13.1.We will charge Investors the following transaction fees:
i)Acquisition fee of 1% of the Funding Target at the time of acquisition of the concerned Property;
ii)KYC and AML charges shall be levied at 0.2% of the funding target at the time of acquisition of the respective property, and 0.1% annually thereafter until the property is exited.
iii)An annual administration fee of 0.5% shall be charged of the Funding Target from Year two until the property is exited.
iv)Exit fee of 2.5% of the greater of a) the Funding Target or b) Sale Value of the concerned Property at the end of the Investment Term.
13.2.If the Sale Value of the Property is greater than the Investment Cost, then we will additionally be entitled to an incentive fee of 7% of the excess return above the Investment Cost, net of all transaction costs at the time of sale of the property, as realized at the end of the Investment Term.
13.3.Subject to the DFSA rules requiring fair treatment to all customers or otherwise, we may, where applicable, change, reduce, waive or offer rebates on our fees.
13.4.Please note we may separately charge Sellers additional fees for selling their Property through the Platform. The fees charged to a Seller will vary depending on the details of Property including the negotiated purchase price and other factors applicable to Prypco Blocks at the time of the Investment Round. The fees charged to Sellers may range from 0% to 10% of the purchase price.
13.5.All fees owed to Prypco Blocks will, where applicable, be rounded up to the nearest whole number.
13.6.We may change our fees at any time by providing at least 14 business days prior written notice via email to all our Investors.
14. REPRESENTATIONS
14.1.By creating a Prypco Blocks Account 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 Prypco Blocks;
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 authorized 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 the applicable laws of the DIFC only. 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 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 Blocks 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 Blocks account secure from unauthorized 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 Blocks Account is your own. You assume all risks and losses and legal liabilities arising from your use or any unauthorized access to and use of your Prypco Blocks 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 unauthorized access to your Prypco Blocks 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 Blocks 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)You agree that your Investment will be held in the form of Shares. As such, you will do any and all such things required to make sure that all applicable rules and regulations pertaining to the Shares are complied with;
xiv)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;
xv)You cannot assign, sell or transfer your Prypco Blocks 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 Blocks Account created by or designated to any third party;
xvi)You must not use the Platform in any manner which is detrimental or harmful to Prypco Blocks 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 Blocks Account; and
xvii)You have in place appropriate security systems and will ensure it is updated regularly to better protect your Prypco Blocks 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 Blocks Account and, subject to our applicable KYC and AML policies, return any available funds in your Customer 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 Blocks Account.
15. TRANSFERS
15.1.You can transfer your Shares in the manner provided hereunder. The modes of transfers provided in this section are exhaustive and any transfer in violation of the same will be invalid and have no legal effects. Transfer of Shares may occur as a result of:
i)A majority of Investors vote in favor 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 Blocks 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;
iii)A request to transfer your Shares 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;
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 Blocks and its Investors and allowed only as directed by a valid third party administrator.
15.2.For the avoidance of doubt, if you sell your Shares before the distribution of a Dividend, you will lose any entitlement to that Dividend.
16. TERMINATION AND VARIATION
16.1.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 Blocks becomes insolvent;
ii)Prypco Blocks 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;
iii)If you withdraw your funds from your Customer Wallet and close your Prypco Blocks Account (in this case we may retain certain part of your information to meet our regulatory obligations).
16.2.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. 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 event a force majeure 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 risk@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. Disposal proceeds from the sale of the Property will be applied in first priority to meet the costs of liquidation. 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 risk@prypco.com.
18. LIMITATION OF LIABILITY
18.1.Prypco Blocks operates 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 realized nor do we assume any liability whatsoever to that effect.
18.2.You acknowledge that Prypco Blocks 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 the 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 Blocks, its director(s), officers, agents, representatives, employees, successors, assigns and affiliates (collectively as "Prypco Blocks 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;
iii)Any violation of applicable laws or regulations; or
iv)Any act or omission by you which create any civil or criminal liability.
19.2.The foregoing provisions shall survive the termination of this Agreement.
20. REGULATORY DISCLOSURES
20.1.Based on the DFSA rules, Prypco Blocks initially classifies all Investors as Retail Clients. Subject to your eligibility under certain criteria provided by the DFSA, you can request to be treated as a Professional Client. If you accept to become a Professional Client, you will lose certain protections that apply to Retail Clients. You can request more information regarding the implications of moving from a Retail Client to a Professional Client. We may reach out to you if we believe, based on information provided by you through the Platform, that you may qualify as a Professional Client.
20.2.Conflicts of interest may arise in the ordinary course of business, either between Prypco Blocks and Investors or between different Investors or among 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 in writing 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 Blocks. For more details on how we manage conflicts of interest, please refer to the FAQ section on our website.
20.3.Prypco Blocks may have arrangements with brokers, agents, affiliates, partners, agencies and other third parties as the case may vary from time to time. Prypco Blocks may offer incentives to such third parties by way of commissions, introduction or success fees, or revenue sharing agreement in exchange for marketing and promoting the Platform to Investors. Also, in return for using the Platform to sell properties Prypco Blocks may also earn fees from Investors and Sellers including through their agents, brokers, developers and any other representatives.
21. GENERAL TERMS
21.1.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.
21.2.No waiver, whether full or partial, shall constitute waiver of future rights or remedies.
21.3.Subject to the DFSA rules, 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.
21.4.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 the behalf of the other Party in any way or for whatever reason.
21.5.All notification, 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.
21.6.All communications under this Agreement shall be made in English language.
21.7.Any dispute or claim arising out of this Agreement will be governed by the applicable DFSA's 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.
21.8.This Agreement, along with any other document referred to herein, constitute the entire agreement between us and you and supersede any and all previous oral or written discussions, correspondence, representations, negotiations or agreement.
22. CLIENT FEEDBACK AND COMPLAINTS
22.1.Prypco Blocks 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, 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 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.
22.2.You can provide your feedback or a complaint by sending us an email at Compliance@prypco.com.
22.3.The Compliance Officer will acknowledge receipt to the complainant within 7 days of receipt of complaint, including the following information:
Contact details of any individual responsible for handling the Complaint;
Key particulars of the Prypco Blocks Complaints handling procedures; and
A statement that a copy of the procedures is available free of charge upon request.
22.4.Full resolution of the complaint should take place within 30 days under normal circumstances. If further time is required, Prypco Blocks will keep the Client apprised of the steps being taken to resolve the complaint.
22.5.Prypco Blocks 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 SEO and Compliance Officer.
22.6.All complaints will be logged within the Firm's Complaints Register, along with details of the resolution. This is then used to analyze whether there are any systemic or recurring issues at the Firm.
22.7.The DFSA will be notified about any complaints in which a breach of the DFSA rules has been identified or if any systemic issues have been identified.
22.8.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 DFSA Data Protection Laws. You may object to such disclosure at any time provided it is on reasonable grounds and documented in writing.
22.9.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.
22.10.Records relating to all complaints will be maintained for at least 6 years from date of receipt.
23. AMENDMENTS TO TERMS AND CONDITIONS
23.1.Prypco reserves the right to amend these Terms and Conditions from time to time. Any material amendments will be notified to the Client in writing at least 14 calendar days prior to the amended terms taking effect, unless it is impracticable to do so. In such cases, Prypco will notify the Client as soon as reasonably practicable. Continued use of Prypco's services after the effective date of any amendments shall constitute the Client's acceptance of the updated Terms and Conditions. Clients who do not accept the amendments may terminate their agreement in accordance with the termination provisions set out herein.
24. CONTACTS
24.1.All notice, communications, suggestions, queries required to be made under this Agreement shall be made via email discover.blocks@prypco.com
