This document (together with any documents referred to in it) sets out the Investor Terms (“Terms”) on which we, Zisk Properties Limited (“Zisk Properties”), enable you to invest in properties via our website at www.ziskproperties.com (the "Website").
Please read these Terms carefully before investing in any properties with Zisk Properties. By investing, you confirm that you have read, understood and accepted these Terms and that you agree to comply with all of them. If you do not agree to these Terms or are not permitted to do so for any reason, you must not invest in properties with Zisk Properties.
Zisk Properties Limited is a limited company registered in England and Wales (Company Number 11328383) with its registered office at Suite 18.08, Aragon Tower, George Beard Road, London, SE8 3AL. Zisk Properties is registered by the Financial Conduct Authority (“FCA”) as an internally managed Small Alternative Investment Fund Manager (“AIFM”) under Registration Number 809020. This can be verified on the Register of Small AIFMs by visiting:
Zisk Properties is also registered with the Information Commissioner’s Office with Registration Number ZA476193.
References to “we”, “us” and “our” is to Zisk Properties.
References to “you” and “your” are references to the user of the Website for the purpose of investing in properties (the "Investor").
Any reference to one gender shall include a reference to the other genders.
1. OTHER APPLICABLE TERMS
2. OUR INVESTMENT PROCESS
2.1. Zisk Properties, provides information on properties through its Website and other methods of communication, including email, phone, and social media (Facebook, Instagram, LinkedIn) (herewith referred to as “Platform”). For a particular property, the Website will include a webpage (or a section) that includes information about this property (herewith referred to as the “Prospectus”).
2.2. Any reference from here onwards to “a property” or “investment opportunity” in these Terms should be taken to include the meaning of “a property” or “properties” or “an investment opportunity” or “property construction project(s)” or “property development project(s)” or “property renovation project(s)” or any other property related project or investment opportunity that Zisk Properties considers as a potential investment opportunity for its Investors. This is because each property investment opportunity offered by Zisk Properties on the Platform maybe different in nature, objectives, type e.g. with some being construction projects while others a sub-fund style opportunity that buys and sells properties. The Prospectus for each listing will include all such details relevant to that particular investment opportunity, and therefore the term “property” used in these Terms, when applied to any particular investment opportunity offered on the Platform, will mean the information provided in the Prospectus for that particular investment opportunity.
2.3. Where you have decided to invest in a property by acquiring a beneficial interest in this property, which will be held by way of a special purpose vehicle established for the sole purpose of acquiring and owning an individual property (the "SPV") (noting the separation of legal and beneficial title explained in Clause 3 below). Each SPV is and will be 100% legally owned by Zisk Properties, and you will hold the beneficial interest in the property you acquire contractually entitling you to the economic benefits attached to them. The amount you invest is in exchange for a percentage of the beneficial interest of the property as specified by Zisk Properties at the time you invest (herewith referred to as “Beneficial Interest”) as per these Terms. Your entitlement to the beneficial interest will be conditional on the completion of the purchase of the property as defined in Clause 6.15.
2.4. Any references to you “buying/purchasing/investing in/interest in properties or a property or a named property or SPV” or “buying/purchasing/investing in/interest in a percentage or a portion of a property or a named property or an SPV” or “having invested to receive XX% of interest/share/beneficial interest in a property(ies) or a named property or an SPV or an investment opportunity” or any similar references in the Terms, on the Website, on the Platform or elsewhere connected to Zisk Properties or otherwise including any other phrases, terminology or references in connection with any investment with or via the Website or the Platform or in connection with Zisk Properties must be taken to only mean you holding/receiving the beneficial interest in the particular property or investment opportunity that you acquire/invest in as explained and defined in the Terms.
2.5. Fundraising will be done via the Website (the "Fundraising Round") pursuant to which we are raising a pre-agreed minimum amount for each property from various investors (the "Funding Goal") in exchange for Beneficial Interest in each property’s SPV.
2.6. The sale price of the property(ies) (the “Sale Price”) will be agreed between us and the seller of the property (the "Seller") together with a valuer/surveyor of our choosing (in line with the Terms). The Funding Goal, together with funds secured by way of mortgage (if any) will be used to meet:
2.6.1 the Sale Price; and
2.6.2 all costs, fees (including those of Zisk Properties) and expenses that will arise in the acquisition of the property(ies) and/or in relation to your investment, plus any forecasted expenses as set out via the Website within the Prospectus (the “Investment Costs”).
2.7. For properties not purchased, the Sale Price and the Investment Costs together is defined as the “Total Price”. For properties already purchased, the “Total Price” will be defined as the estimated value of the property in line with Clause 13.3.
2.8. If the Funding Goal is achieved and the Fundraising Round completes (subject to any such amount reduced under Clause 6.12) you agree for your Beneficial Interest to be held on your behalf by Zisk Properties. However, if the Funding Goal is not achieved, then you will have the option to:
2.8.1 request your committed funds back: your funds will be returned to you without deduction of any fees or expenses; or
2.8.2 invest in a Fundraising Round for an alternative property: in this case, your funds will be used as if they were originally being paid directly for that Fundraising Round deducting any fees or expenses as appropriate for the new property you want to invest in; or
2.8.3 invest in an alternative property by buying its Beneficial Interest from another investor on the Website in line with Clause 6.21.
2.9. For any listings with an active Fundraising Round and where the property has not been purchased, any detail or information in respect of the property in the Prospectus or on the Website may be subject to change. This may be due to us not having sufficient details initially e.g. some of the opportunities are listed at a very early stage of negotiations or they are early access investment opportunities. We will make reasonable effort to ensure that the property details on the Website and the Prospectus are as accurate as possible at any point in time given the information we have about it / the investment opportunity. In the event of any changes being made for a property where you have already invested into its Fundraising Round, we will aim to notify you of these changes within 48 hours of these changes being made or before the property purchase is completed (whichever occurs earlier) by way of updating the details on the Website. As a result, you accept that any property details may not be accurate and/or may change prior to the property purchase being completed as per Clause 6.15. You accept any risks associated with this, and that you will regularly check the Website and the property details for any such changes where you have made an investment into a property. Once the property purchase has been completed as per Clause 6.15, the property details relevant to the transaction and as at the time of property purchase being completed will not change (for clarity, this does exclude items that are expected to change in the future e.g. Investment Costs, projected returns, actual returns, property valuations over time, etc).
2.10. Listings may also include investment opportunities where the specific property has not yet been defined. The investment opportunity will have a target goal(s) to achieve e.g. a target return by acquiring a property or a number of properties and/or targeting a particular location, etc. These will be outlined in the Prospectus and should be considered as the investment strategy for that particular investment opportunity. Some of these listings may continuously require changes to the underlying properties e.g. if the target is only to achieve a particular return so buying and selling of different properties. We will make reasonable effort to ensure that the investment opportunity details on the Website and the Prospectus are as accurate as possible at any point in time given the information we have about it. In the event of any changes being made for a property where you have already invested into its Fundraising Round, we will aim to notify you of these changes within 48 hours of these changes being made by way of updating the details on the Website.
2.11. Zisk Properties reserves the right to set a minimum transaction amount for each transaction for an investor to be able to invest in a property and this may vary from listing to listing.
3. SEPARATION OF LEGAL AND BENEFICIAL TITLE
3.1. On successful purchase of the property (and completion), Zisk Properties will assign to you by way of a Declaration of Trust the Beneficial Interest of the property.
3.2. It is worth highlighting that the terms specified in this Clause 3 are important to ensuring the separation of legal and beneficial title works for all investors. This nominee structure allows investors to derive economic benefits from their investment without becoming involved in any of the associated administration or paperwork. If you attempt to terminate this agreement in any way, you run the risk of losing any Beneficial Interest assigned to you thus you will lose all rights to any regular income from the property.
4. INVESTOR REGISTRATION AND RESPONSIBILITIES
4.1. To become an Investor, you must:
4.1.1 Register your details on the Website;
4.1.2 Satisfy our internal Anti-Money Laundering and Due Diligence Checks
4.1.3 Confirm your acceptance of the Terms;
4.1.4 Satisfy the requirements of being either a "high net worth individual", "self-certified sophisticated investor" or a "restricted investor" (as each term is defined in the FCA rules and set out on the Website);
4.1.5 Meet the following requirements as part of the Terms (as they may be applicable to you) and warrant to us that:
a. you are either an individual, a limited company, a limited liability partnership, a pension scheme, a trust or public body;
b. you are the person whose details are provided in connection with your registration as an Investor or, in the case of legal entities, you are a duly authorised representative of the relevant legal entity for such registration;
c. you have fully read, understand, and accepted the Terms and agree to be bound by them and to comply with them as required;
d. you are legally capable of entering into binding contracts in your own capacity and no other authorisation or permission is required to enable you to do so, or that where such authorisation or permission may be required, that you have procured the same before registering on the Website;
e. if you are investing in your capacity as an individual, you are 18 years of age or older, of sound mind and capable of taking responsibility for your own actions such that you can enter into a legally binding agreement with us. You are also a permanent resident of the United Kingdom (excluding the Channel Islands and the Isle of Man) and any requirements in this Clause that may be applicable to you (unless you are an Overseas Investor as defined in Clause 5, in which case you agree to comply with the requirements set out in the relevant terms);
f. you are accessing the Website from the United Kingdom or otherwise you may be considered an Overseas Investor and agree to comply with the requirements set out in Clause 5 (and any requirements in this Clause) that may be applicable to you;
g. if you are a limited company or limited liability partnership, you are registered with Companies House with active company status, and have a permanent place of business in the UK (excluding the Channel Islands and the Isle of Man) or if you are an Overseas Investor in respect of this Clause, you agree to comply with the requirements set out in Clause 5;
h. if you are a partnership, a trust, registered with Companies House, the Charites Commission or any other relevant authority and have active status along with a permanent place of business in the United Kingdom (excluding the Channel Islands and the Isle of Man) or if you are an Overseas Investor in respect of this Clause, you agree to comply with the requirements set out in Clause 5;
i. if you are a pension scheme, you have an appropriately approved and authorised provider/operator, or if you are an Overseas Investor in respect of this Clause, you agree to comply with the requirements set out in Clause 5;
j. if you are a public body, you are registered or formed with the relevant authority in the UK (excluding the Channel Islands and Isle of Man);
k. you have a valid bank or building society account in the United Kingdom;
l. you are legally entitled to invest with Zisk Properties, and you are legally entitled to any funds that you provide to us in order to make investments;
m. you agree that you shall comply with such identification and other anti-money laundering requirements that we may require from time to time. In particular, we may require identification of Investors and information about the sources of funds being used by the Investor to invest in properties with Zisk Properties;
n. you are investing in properties with Zisk Properties as a principal i.e. for yourself in your own name and will ensure that all Investments (as defined in Clause 6.2) made through the Website are made exclusively on your own behalf. If there is any nominee or trust relationship by way of which you have agreed to invest and hold the Beneficial Interest (as per these Terms) on behalf of someone else, you must disclose this information to us before you make an Investment (as defined in Clause 6.2);
o. you are not bankrupt or in the middle of a dispute, court proceedings or in a voluntary arrangement with your creditors nor subject to other legally imposed circumstances that limit your ability to invest with Zisk Properties.
4.2. In order to successfully register with us, you must select and provide your email address (used as the username for the Website) and secure password in line with the security specifications provided to you on the Website (“Login Details”) for your membership on the Website. Your Login Details will be specific to your membership to the Website.
4.3. It is your responsibility to keep your contact details up-to-date on your account. Failure to do so may result in you failing to receive important account related notifications and information from Zisk Properties, including changes we may make to our Terms.
4.4. The following clauses explain how your Login Details are to be used and the terms applicable to them:
4.4.1 your Login Details must be used each time to login as a registered user of the Website, in order to access certain parts of the Website including your account or to make an investment;
4.4.2 your Login Details are personal to your account and are not transferable;
4.4.3 your Login Details are the methods used by us to identify you and you must keep them confidential and secure at all times. You should change your password on a regular basis and never disclose it to any third party. You undertake to protect your Login Details in the same way that you would in respect of your bank account or bank cards and any failure to do so shall be at your sole risk and expense.
4.4.4 you are responsible for all information and activity, including any misuse on the Website by anyone using your Login Details. If another person accesses your account other than as a result of our gross negligence, you are solely responsible for all their actions whether or not their access was authorised by you and you hereby indemnify us and hold us harmless against all costs, claims, expenses and damages howsoever arising in connection with the use of or access to your account by any third party;
4.4.5 if you authorise an employee, sub-contractor, agent or any other person to use your account, you will be responsible for their activity on the Website;
4.4.6 if we have been correctly supplied with the Login Details (and any additional account information requested), we are entitled to assume that activity on your account is your activity;
4.4.7 any breach of security, loss, theft or unauthorised use of any part of your Login Details must be notified to us immediately by contacting [email protected] or calling us on 0208 465 9849.
4.5. We reserve the right not to act on your instructions where we suspect that the person logged into your account is not you or we suspect illegal or fraudulent activity or unauthorised use.
4.6. You agree to provide accurate information when registering or using the Website or Platform, including without limitation your correct date of birth and your country of residence. You agree to inform us of any changes in such details;
4.7. You will not deposit funds with us that are the proceeds of crime or attempt to launder money via the Website.
4.8. To assist us in complying with our regulatory obligations to combat crime and money laundering, after you register on the Website, you agree to provide us with such information we may request to carry out identity, address, source of funds and fraud checks on you and if applicable on you as a proprietor, member or director of your business and on other members, or directors of the business. We use our own internal guidelines when assessing applications but have complete discretion as to whether to allow you to be an Investor on the Website. We may ask you to submit details of passports or other identification documents, bank details plus a utility bill and anything else we may reasonably request in order to confirm your identity and verify your source of funds. You understand that, until completion of KYC and anti-money laundering processes, you will not be able to withdraw any funds.
4.9. If the information you provide is insufficient to satisfy our requirements e.g. because we are unable to confirm your identity or successfully carry out fraud checks or does not meet our anti-money laundering requirements (required of us pursuant to the relevant Anti-Money Laundering Laws) or if any further information or documents which we may, at our sole discretion, request from you as and when required by us to meet any internal or legislative requirements, are not supplied to our satisfaction, you may not be able to invest through the Website and your registration will be refused or terminated.
4.10. If your registration is approved by us, you will be entitled to make investments on the Website as outlined in the Terms. However, we may, at our sole discretion refuse to permit you to invest in any or all properties advertised on the Website at any time and for any reason.
4.11. We reserve the right to withdraw any or all advertised properties from the Website at any time for any reason without any liability to you. Where you have invested in such withdrawn properties, we will refund to you your initial capital investment and we will not owe any liability to you by virtue of withdrawal of these properties from the Website. In addition will inform you of the reason for such withdrawal, associated next steps, including if the properties were being sold or disposed of as per Clause 6.18.
4.12. You may only invest using your Login Details and you must ensure that all investments on the Website are made exclusively on your own behalf.
4.13. You will not attempt to sell or otherwise transfer the benefit of your account to any third party and nor will you acquire or attempt to acquire an account which has been opened in the name of a third party.
4.14. You will not engage in behaviours that place unnecessary strain on our Website (for example by high frequency trading) nor seek to unfairly influence trading activity in a manner that, in our sole discretion, is detrimental to us or other investors. We reserve the right to IP block, throttle data requests and/or suspend accounts that breach this Clause (in which circumstance we may suspend trading for your account and/or cancel your account and refund your investments).
4.15. You will use and regularly update security software so as to better guard against hacking, viruses and computer misuse.
4.16. You warrant to us that all information you provide to us from the moment you start using the Website or commence your application to become an Investor, is true, accurate and complete in all respects and that you will update us if any of the information you provide to us changes.
4.17. By investing through the Website, you further agree that your investment will be legally held by the Zisk Properties and that you will do everything required to ensure that the provisions of the shareholders' agreement and articles of association are observed.
5. OVERSEAS INVESTORS
5.1. The Website is only intended for use by persons resident in the United Kingdom (excluding the Channel Islands and the Isle of Man) and, subject to Clause 5.2 below, Investors from other jurisdictions warrant that they agree with the terms of this Clause and the applicable provisions of the Terms.
5.2. The Website is not to be accessed from the United States of America and may not be used by any resident of the United States of America. No offer made on the Website is intended or authorised to be made inside or to any resident of the United States of America.
5.3. Overseas Investors may be affected by the laws or regulatory requirements of the relevant overseas jurisdiction in relation to investments in Beneficial Interest as per the Terms.
5.4. It is the responsibility of any Overseas Investor wishing to invest in properties via the Website to satisfy himself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with said investment, the holding of Beneficial Interest in the property and the use of the Website, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes or duties due in any such jurisdiction in respect of the Overseas Investors’ Investment into a property through the Website as per these Terms.
5.5. The Overseas Investor (and any person acting on its behalf) agrees to indemnify Zisk Properties against all liabilities, costs, expenses, damages and losses, including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses suffered or incurred by, or arising out of or in connection with, any breach of this Clause 5.
5.6. We reserve the right to refuse any Investment as per the Terms by an Overseas Investor unless such Overseas Investor, in respect of any investment into properties with Zisk Properties, confirms that:
5.6.1 he has observed the laws of all relevant jurisdictions, has obtained required governmental or other consents, complied with all required formalities and paid any issue, transfer or other taxes or duties due from him, in connection with the investment in the relevant jurisdiction;
5.6.2 he has not taken or omitted to take any action which will or may result in us (or any other person acting on our behalf) acting in breach of any legal or regulatory requirements of any jurisdiction in connection with the investment;
5.6.3 he shall provide valid and up to date proof of his identity (including but not limited to copies of photographic identification and proof of residential address certified as true copies of the originals by a solicitor, notary or legal professional with equivalent standing in the Overseas Investor’s jurisdiction and translated by a certified translator where requested by Zisk Properties) and such other identification information as we shall require from the Overseas Investor as we may determine in our sole discretion; and
5.6.4 he shall transfer Investment Funds for the investment in accordance with the provisions set out on the Website or per any direct written communication made by Zisk Properties and evidence the sources of such funds.
5.7. It is the responsibility of any Overseas Investor to meet any taxes, charges, banking fees, currency exchange fees, foreign exchange rate charges or any other costs in making a subscription through the Website and no beneficial interest will be transferred to an Overseas Investor until the full amount the Overseas Investor is required to pay to Zisk Properties in connection with the investment, is received in pounds sterling into Zisk Properties’ Client Account and/or Merchant Account (as defined in Clause 9.1).
6. THE INVESTMENT TERMS
6.1. The value of any investment, including an investment in properties via the Website can go down as well as up and you as an Investor may lose all or part of the money you originally invested. Investors must understand that there are risks associated with investments generally, including properties / real estate investment offered by Zisk Properties – these are explained in Clause 22.
6.2. By selecting a property to invest in through the Website, you agree to invest money in exchange for beneficial interest in the property which has its legal interest registered in the SPV (as per the Terms) relevant to the property you selected, provided it is listed and available on the Website, on the terms and subject to the conditions set out in this agreement (“Investment”).
6.3. We make no guarantee of any specific results from making an investment in a property via the Website or Investment including any income and/or the capital return you may receive. Prior to your Investment, you should:
6.3.1 take independent legal, financial and taxation advice together with any other advice you consider necessary, including in relation to your Investment and any information provided on the Website to consider the benefits and risks in relation to any investment you intend to make with Zisk Properties; and
6.3.2 you should carry out your own due diligence in respect of the investment opportunity and make your own commercial assessment of it after seeking the advice of an appropriately authorised independent financial advisor.
6.4. In making the investment you agree that you have done so solely based on information contained on the Website, together with any independent knowledge that you may have and professional advice that you may have received.
6.5. Nothing Zisk Properties does, nor anything that is on the Website or the Platform, is to be construed as advice or a recommendation by us to you or any other person in relation to an investment, the quality or viability of an investment or any property or Investment, nor does Zisk Properties provide general or specific investment advice. You have complete control and discretion on whether you want to invest in any of the properties on the Website or not, and any decision to invest in a property advertised on the Website is solely your own.
6.6. In addition, any information, commentary, figures, percentages, projections, forecasts, indications, views, estimates or any other material contained on the Website or the Platform in relation to any of the opportunities described on the Website or the Platform is either based on Zisk Properties’ own opinion/internal calculations or provided to Zisk Properties by external parties, in which case Zisk Properties provides the information in the form in which such information has been provided to Zisk Properties. Zisk Properties takes no responsibility for and assumes no liability in relation to any such information (including its accuracy) and accordingly Zisk Properties does not accept any responsibility and disclaims any and all liability for any such information featured or views and opinions expressed on the Website or the Platform.
6.7. Prior to making each Investment, you, as an Investor, have classified yourself as a self-certified sophisticated, high net worth or restricted investor (whichever is applicable to your circumstances), and where you completed this classification previously, confirm that your circumstances have not changed and the same certification still applies to you. For any Investor (or any user of the Website) who has not made this classification or if any of these classifications do not apply to you, then nothing on the Website or Platform (or any other material or communication from Zisk Properties) is intended as an offer capable of acceptance.
6.8. By making an Investment, you automatically agree to purchase a Beneficial Interest in the relevant property.
6.9. Zisk Properties will provide you with the Funding Goal cut-off date in relation to each Funding Goal. Should the Funding Goal not be met by the specified date you may cancel your investment within 14 working days of not reaching the specified cut-off date. In the event that you cancel your investment you will receive any funds collected back without any deductions. However, should you not w1ish to cancel within the 14 working day period you will no longer be entitled to cancel your investment and will be subject to the newly updated cut-off date. In addition, Zisk Properties may provide you with an additional option to invest any funds collected from you in the Fundraising Round for an alternative property.
6.10. You acknowledge and agree that Zisk Properties, at its sole discretion, may not process or accept your order for Investment, in particular if it is placed immediately after a property reaches its Funding Goal (and the Website has not been updated to reflect this).
6.11. Zisk Properties reserves the right not to list an investment for sale.
6.12. Zisk Properties at any time and at its sole discretion may reduce or increase the Funding Goal if it reasonably considers this to be in the interest of investors (in the event, for example, that a reduced sale price is negotiated with the Seller or the Sale Price or Investment Costs have changed since we started the Fundraising Round but in our opinion, the property continues to be a good investment opportunity for our investors).
6.13. Your percentage of the Beneficial Interest in the SPV will be calculated in relation to the amount you invest versus the Total Price of the property (including but not limited to any funds secured by way of mortgage). To illustrate this by way of an example, if the Total Price is £100,000 and you invested £1,000 (plus any costs separately that are required to be paid by you but not included in the Investment Costs), you will acquire 1% of the beneficial interest in the property or 1% of the Beneficial Interest of the property.
6.14. We reserve the right to use a portion of the amount you have put forward for investment (leaving the remaining amount accessible to you for other investments or withdrawal) alongside proportionally reducing your Beneficial Interest in the property. This happens at our sole discretion but only if the investor commitments exceed the Funding Goal. For example, in the example provided in Clause 6.13 above, if total investor commitments amounted to £125,000 (the Funding Goal was 80% of this amount) then your final investment will be reduced by 20%, equalling £800 with the remaining £200 available to you for other investments or withdrawal.
6.15.1. The Funding Goal (subject to any reductions as explained in Clause 6.12) is successfully met with all the funds required transferred to Zisk Properties;
6.15.2. You have appointed/nominated Zisk Properties as your Agent to hold your Beneficial Interest in the property on your behalf, by way of agreeing to these Terms;
6.15.3. The Seller completes the sale of their property to the SPV;
6.15.4. You receive written confirmation from Zisk Properties of the completion of your Investment (e.g. through email or the Website); and
6.15.5. While Zisk Properties has the discretion to not complete the acquisition of the property for any reason whatsoever, this discretion is not used.
6.16. Nothing will be deemed to be an acceptance by us of your Offer until we confirm in writing.
6.17. Zisk Properties, at its sole discretion, may invite certain investors (e.g. regular investors or investors who invest high amounts) to invest or participate in fundraising before the property and/or its Fundraising Round is listed on the Website.
6.18. Zisk Properties reserves the right to dispose of / sell any property you invested in at any time and return net proceeds to investors. This right is intended to cover unforeseen scenarios, examples include but are not limited to a fire destroying a property that is not covered by insurance or if key persons in Zisk Properties were to become unavailable, or investors likely to receive back substantially less than invested. The timing of any such disposal may be unwelcome and may result in the crystallisation of taxable income sooner than anticipated for you.
6.19. By providing us with a payment method, you
6.19.1. represent that you are authorised to use the payment method that you provided and that any payment information you provide is true and accurate;
6.19.2. authorise us to charge you for the amount you specify.
6.20. Where Zisk Properties agrees with the Seller a Sale Price but not to pay the entire Sale Price upfront to the Seller e.g. only paying a deposit for an under-construction/off-plan property and/or agreeing an instalment plan (“Instalment Property”), any money you pay as an investment in such a property will be held by Zisk Properties until the payment becomes payable to the Seller. The purchase of an Instalment Property may happen as is acceptable practice e.g. for an under-construction/off-plan property, the property developer / Seller may provide an invoice or written agreement of the sale as Title Deeds for the property may not have been registered with the Land Registry. For such Instalment Property, the Funding Goal may target the either the Total Price of the property or a smaller portion of it e.g. just the initial deposit requirement. For any portion of such an Instalment Property for which no funding / investment has been secured at the time of its purchase by Zisk Properties, Zisk Properties will own the Beneficial Interest for such portion of the Instalment Property and be responsible to meet the amount from its own funds as an Investor. Zisk Properties will be free to sell such Beneficial Interest (or a portion of it) to any investors at any time at an updated property valuation at the time of the sale of any such Beneficial Interest (or any portion of it).
6.21. You may also be able to buy Beneficial Interest in a particular property from another investor (who must also be an Investor with Zisk Properties as per the Terms and have accepted and agreed to the Terms) but only through the Website and only once this facility is made available on the Website by Zisk Properties. The investor selling the Beneficial Interest using this facility will be responsible for setting its price (you may be able to discuss or negotiate the price with such an investor). You agree to buy any such Beneficial Interest through this facility in line with these Terms at your own risk and that you will not hold Zisk Properties in any way liable for the price set by the seller and/or the price ultimately you buy any such Beneficial Interest (or a portion of it) for through this facility. In such a transaction, the Website will only be used to facilitate the transaction between you and the other investor, where Zisk Properties will charge you a transaction fee for providing this facility (in line with Clause 16). Zisk Properties or the Website is not party to such a transaction in any way other than providing the online facility for the associated fee and does not moderate or control or have any right or authority of the transaction or the parties involved in such a transaction including but not limited to the price you agree to buy the Beneficial Interest (or a portion of it) for, or the price the other investor agrees to sell their Beneficial Interest (or a portion of it) for, nor does Zisk Properties guarantee that you will be able to buy any Beneficial Interest for any property through this facility. As a result, you accept any and all responsibilities in respect of such a transaction in particular the resulting returns from it, whether it is a profit or loss. Zisk Properties reserves the right to decide not to offer or stop offering this facility (i.e. the ability for you to buy a portion of Beneficial Interest from another investor using the Website) at its sole discretion at any time.
7. OVERSEAS INVESTMENTS
7.1. Some of the property investment opportunities offered by Zisk Properties may be located outside of the UK. Each jurisdiction has different accepted local processes on how a property is purchased. It is worth highlighting that in some instances e.g. off-plan or under-construction properties in certain jurisdictions, the property developer may only offer a contractual agreement to Zisk Properties or a local agent appointed by Zisk Properties as the legal titles aren’t created / registered until the completion and handover of the properties. The SPV for such overseas properties will invest in these properties using any such locally accepted processes and you agree to accept them.
7.2. For the purchase of all overseas properties, Zisk Properties will take reasonable steps and precautions to ensure each properties’ genuineness, authenticity, including the valuation of such properties being reasonably accurate based on the opinion of local property expert / surveyor (as is accepted practice in the jurisdiction). However, Zisk Properties, other than its gross negligence, will not be held liable for any malpractice or fraud in such transactions and so will not have any liabilities towards you for such investments. In such instances, Zisk Properties will, within reasonable expectations, take the help of local authorities to resolve such issues. You agree and warrant to us that you understand such properties typically offer higher return potential, precisely because of the significantly higher risks involved, and you as an Investor investing in such properties understand and accept these additional risks including but not limited to higher political and macro-economic risks, fraud risks, foreign currency risk as those property’s valuations and consequently your investment returns are connected to not only the property valuation but also the exchange rate of that country’s currency compared to the British Pound Sterling and/or the country you are based in (in addition to and on top of those highlighted in Clause 22) and will have taken appropriate advice as you may need prior to making any such investment.
7.3. Where in these jurisdictions, insuring a property investment is not common practice with owners of properties self-insuring and/or insurance costs are significantly high, the property will not be insured in line with such locally accepted practices. Zisk Properties will not provide this information for every individual property on the Website but you may request this information from Zisk Properties for any investment and we will provide this; where you want to inquire about this information, you must do so prior to making any investment and make your investment decision only once you have received this information and understood any risks involved including taking any advice that you may require. By investing in any properties with Zisk Properties, you acknowledge and accept that any overseas properties may not be insured (in any way) and you also understand and accept any and all risks introduced by such lack of insurance.
7.4. You may be liable to pay additional tax for such properties in these jurisdictions. As stated in Clause 24, we do not offer any tax advice and you indemnify us for any such liability owed by you to any tax authorities in any jurisdiction. Where unsure about your tax position, please take appropriate advice prior to making such investments.
8. YOUR INVESTMENT RETURNS
8.1. Following the completion of your Investment, you will receive the funds in relation to your investment, which may include income generated by the property (if any) e.g. rent and/or proceeds from the sale of the property at the time of the sale. Such returns will be paid to your nominated bank account or upon your request and our approval you may re-invest into other properties within 90 days of the date at which Zisk Properties receives this income (“Payment Date”).
8.2. Each property will be expected to be held for a holding period (“Investment Term”) of a few years e.g. 1 to 5 years. The Website will provide this information at the outset. However, Zisk Properties reserves the right to change this as it sees fit with the intention to act in the interest of the investors of that property e.g. short-term market fall in property prices. Zisk Properties, may at its sole discretion, conduct a vote (only of the investors who invested in the particular property) on a sale decision e.g. whether to sell early or extend the Investment Term listed on the Website for that property. In such a voting scenario, only votes of the investors who respond within the voting period (defined by Zisk Properties for each vote) will be counted, with more than 50% majority sufficient to make a decision (e.g. if out of 100 investors in a property, only 1 responded, that’s a 100% majority and sufficient to decide). If no investor responds during the voting period, then the decision will revert to Zisk Properties. If Zisk Properties decides to conduct such a vote, it will not in any way affect Zisk Properties’ right to sell the property at any time as per Clause 6.18.
8.3. The sale of the property will be done by Zisk Properties through each SPV on the investor’s behalf at the end of the Investment Term, at a sale price agreed between Zisk Properties and the buyer of the property (you agree to any such sale price agreed by Zisk Properties on your behalf). Until the sale of the property, you understand that you will not be able to sell your Beneficial Interest directly to any third party. We do not offer any assurance or guarantee that the property will be sold as such a sale will be subject to Zisk Properties finding a willing buyer for the property. We do not underwrite or guarantee the price or liquidity of any onward sale of the property; however, we confirm that we will use all reasonable endeavours to sell the property on your behalf.
8.4. In addition to the sale of the property outlined in the previous Clause, you may be able to sell your Beneficial Interest in a particular property to another investor (who must also be an Investor with Zisk Properties as per the Terms and have accepted and agreed to the Terms), but only through the Website and only once this facility is made available on the Website by Zisk Properties. You will need to decide on the price of the portion of the Beneficial Interest that you want to sell through this facility and cannot hold Zisk Properties in any way liable for the price you set or ultimately sell your Beneficial Interest (or a portion of it) for through this facility. In such a transaction, the Website will only be used to facilitate the transaction between you and the other investor, where Zisk Properties will charge the buyer a transaction fee for providing this facility (in line with Clause 16). Zisk Properties or the Website is not party to such a transaction in any way other than providing the online facility for the associated fee and does not moderate or control or have any right or authority of the transaction or the parties involved in such a transaction including but not limited to the price you agree to sell your Beneficial Interest (or a portion of it) for, or the price the other investor agrees to buy your Beneficial Interest (or a portion of it) at, nor does Zisk Properties guarantee that you will be able to sell any portion of your Beneficial Interest in a property through this facility at all for any price as the sale will be dependent on another investor being available on the Website and willing to buy the portion of your Beneficial Interest you list for sale, at the price you list it at. As a result, you accept any and all responsibilities in respect of such a transaction in particular the resulting returns from it, whether it is a profit or loss. Zisk Properties reserves the right to decide not to offer or launch or stop offering this facility (i.e. the ability for you to sell any portion of your Beneficial Interest to another investor using the Website) at its sole discretion at any time.
8.5. For any such Beneficial Interest or a portion of it that you wish to sell through the Website as per the previous Clause, you hereby:
8.5.1. Agree to transfer via the Website the Beneficial Interest for the price you indicate at the time of such sale. As such Zisk Properties will transfer your sold Beneficial Interest (or the portion of it) by way of updating the Declaration of Trust for this property and as a result, you will no longer have any rights to the sold Beneficial Interest;
8.5.2. Warrant that you have not sold, charged or otherwise dealt with your Beneficial Interest prior to the date of such sale;
8.5.3. Agree to take any action that may be required to make sure that the selling Beneficial Interest will be transferred to the buyer of it.
8.6. We wish to draw your attention to the risks relating to investing in properties and Beneficial Interest in a property, highlighted in Clause 22. Please note that the returns you may receive depend on many factors such as whether there is a tenant for the property, the property market, the property price and in turn the Beneficial Interest price may go down as well as up. Past performance of any investment is not necessarily an indicator of future performance and a forecast may not be reliable or accurate in predicting the actual future performance.
9. NO-LOSS OFFER
9.1. Zisk Properties may include a “No-Loss Offer” in the Prospectus for any investment opportunity at its sole discretion. This offer is made in good faith and Zisk Properties will aim to honour it by refunding any losses an Investor makes on that particular property only through the profits of Zisk Properties, and will operate as follows:
9.1.1. Zisk Properties will promise to refund any loss an Investor makes on that particular investment opportunity from its next five years’ profits.
9.1.2. The loss would be defined as: “the total initial amount the investor invested in the property” MINUS “the total money Investor receives at the time of the sale of the property” MINUS “any payments made to the Investor after the initial investment e.g. any refunds or rental payments” (“NO Loss”). E.g. if you paid £10,000 for a property to Zisk Properties which was projected to return 10% p.a.. The property was held for 2 years and was sold at the end of the 2 year period for a loss. During the 2 year, you received a total of £1,000 from Zisk Properties in relation to this particular investment. At the time of sale, the property was sold for a loss such that, you received a total amount of £7,000 back for this particular investment. So your loss in this case would be = £10,000 - £7,000 - £1,000 = £2,000. As a result, Zisk Properties will aim to refund you £2,000 as the NO Loss in this particular example.
9.1.3. The refund of any NO Loss will be over a period of 5 years starting from the point of you receiving your share from the final sale proceeds of the property (after the completion of the sale). In the example in previous sub-clause, the £2,000 NO Loss will be paid over the next 5 years from the date when you have received the £7,000 in your bank account.
9.1.4. The NO Loss will ONLY be funded through net profit achieved by Zisk Properties, if any, over the 5 year period (as per the previous sub-clause). For the avoidance of doubt, if Zisk Properties has not achieved sufficient profit in a particular year OR no profit at all over the 5 year period, then none or only part of your NO Loss will be paid to you.
9.1.5. Where a No-Loss Offer is offered on a particular property, that only applies to that particular property and so has no connection, in any way, to another property offered by Zisk Properties. Similarly, any NO Loss for a particular property will be only funded by Zisk Properties’ profits and is not attributable to or has any connection with the profits generated by another property/SPV or the assets of Zisk Properties or any of its SPVs. Therefore, under the No-Loss Offer, an Investor has no claim of any kind over any asset of Zisk Properties or to any other property investments offered by Zisk Properties on the Platform or SPVs used by Zisk Properties.
9.1.6. Each refund payment of the loss will be calculated by Zisk Proeperties at its discretion after considering the total net profits for any year along with business objectives and any other NO Losses that need to be funded in the year, and so the amount received in any year can vary.
9.1.7. Zisk Properties does not offer the projected returns in the Prospectus under the No-Offer Loss.
10. INVESTMENT MONEY
10.1. Any money or funds that you provide to Zisk Properties will be in one of two ways:
10.1.1. By a bank transfer directly into our client bank account. Any funds transferred by you directly to our client bank account is held by Zisk Properties on your behalf in accordance with the FCA's rules, which require that we hold client money (a term used interchangeably with client monies) in a statutory trust client bank account segregated from our own funds (“Client Account”). If you do not make the transfer within 1 working day of creating the order, Zisk Properties reserves the right to cancel your order.
10.1.2. By a payment method provided by and processed by our merchant services provider example your credit or debit card, Google Pay, Apple Pay, etc. These funds are held by our merchant services provider in their online account which is not protected by the Financial Compensation Scheme (“Merchant Account”). We transfer all such funds from the Merchant Account to the Client Account on a regular basis, but the maximum period your funds may stay in the Merchant Account is 14 working days from your transferring those funds.
10.2. You understand and agree for your money being pooled with money belonging to other investors. This means that you will not have a claim against a specific sum in a specific account, but against the client money pool in general.
10.3. No interest shall be payable to you on any money or funds that we hold for you and are not invested e.g. held in the Client Account or the Merchant Account.
10.4. We shall exercise due care in the selection of any credit institution or bank (other than a central bank) or merchant services provider where the client money is deposited or held or transacted. However, we shall not be responsible for any acts, omissions or default of any such credit institution or bank or merchant services provider.
10.5. You understand and agree that any balances we hold for you as an Investor, where your account on the Website has been inactive for a period of six years with no transactions or activity, combined with us having taken reasonable steps to contact you but having been unsuccessful, will mean the balance in question will no longer belong to you and will revert to Zisk Properties. However, we will still aim to settle any subsequent valid claim against such balances, but such settlements will be at our discretion and provided we can ensure there are no issues or concerns for us.
10.6. You understand and agree that you are responsible for transactions associated with your account by use of your Login Details. If there is cause for us to correct errors or abuse in relation to customer accounts (including unwinding transactions) in line with our obligation to treat customers fairly we shall be entitled to do so.
11. MAKING THE INVESTMENT PAYMENT
11.1. In order to commit to making an investment in a property via the Website, you will first have to deposit funds into the Client Account (and/or Merchant Account) as per Clause 9.1 equal to the amount you would like to invest in a property via the Website.
11.2. Once you have indicated, via the Website, that you wish to invest in a particular property and the amount you would like to invest, you will not be entitled to withdraw your committed funds, unless the Funding Goal is not achieved and the Fundraising Round does not complete, as explained in the Terms. In such scenarios, you will be informed via the Website or the Platform and your money will be held by Zisk Properties with you having the option to withdraw or invest in another property, as explained in Clause 2.7.
11.3. The total investment amount received from Investors (along with any other sources as per the Terms) will be used to acquire the property, plus any expenses (Investment Costs or Additional Costs) and would therefore be removed from the Client Account (and/or Merchant Account if appropriate) to complete such an acquisition.
12. INVESTMENT CANCELLATION
12.1. Pursuant to COBS 15 Annex 1 rule 1.10, your Investment falls under the exemption to COBS 15. Therefore, the Consumer Protection (Distance Selling) Regulations 2000 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply.
12.2. You acknowledge and confirm that due to this, the statutory 14 working day cancellation rights contained within the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 will be unavailable to you in respect of any Investment you make with Zisk Properties as per these Terms.
12.3. Subject to Clause 2.8, you will be provided with a 14 working day cancellation period should the specifics of a particular property you invested in be changed, thus allowing you to withdraw your investment. Once the 14 working day cancellation period has expired you will no longer be able to cancel your investment subject to these Terms.
13. ZISK PROPERTIES AND ITS ROLE
13.1. Zisk Properties will operate the Website and the Platform and, in accordance with these Terms, allow you to access the Website and the Platform, and use the functions available on the Website. Where you purchase any Beneficial Interest in properties through the Website, Zisk Properties will also co-ordinate the payment and collection of sums due from investors through the Website, or otherwise, in order to achieve the Funding Goal (subject to such amount being changed under Clause 6.12).
13.2. Zisk Properties will arrange for the completion of a survey and valuation undertaken by a suitably qualified surveyor depending on the jurisdiction e.g. a Chartered Surveyor in the UK and to be chosen by Zisk Properties at its sole discretion for each valuation (“Surveyor”) that will form the basis for the purchase price of the property.
13.3. Zisk Properties will be involved in the pre-sale negotiation and listing of the property on the Website (and Platform) and management of the investment made by all the different Investors in the SPV post-sale, which will include managing the decision-making process set out in the shareholder agreement and executing such decisions.
13.4. Zisk Properties will manage all the properties (directly or through use of external third party services), whereby it will perform all necessary tasks in relation to the administration of the SPV and the complete management of the property.
13.5. In the instance that the property has any renovation work that is required to be undertaken as outlined on the Website, this work will be deemed approved by all Investors in the property but may at the sole discretion of Zisk Properties change from time to time, subject to Zisk Properties acting reasonably when implementing such change.
14. PERIODIC STATEMENTS AND VALUATIONS
14.1. You will be able to access the information on your investments and their estimated valuations (as described in this Clause 13) via the Website. However, we provide no warranty or assurances as to the accuracy of this information other than required under the FCA rules.
14.2. As per Clause 13.1, the estimated valuation of your investment, which will consist of the latest valuation of the property as per the Clause below plus any unamortised costs and any other liabilities in the property’s SPV.
14.3. The basis for the latest valuation of the property is currently as follows:
14.3.1. For new properties listed on the Website, this will be the Total Price or the estimated Total Price (when possible and before completion of the purchase of the property by Zisk Properties, supported by the Surveyor’s physical inspection and valuation of the property);
14.3.2. Thereafter, the property price and so the Total Price may be updated in line with our estimates on an annual basis which may be informed by or based on independent valuations of the property as commissioned by us (e.g. through estate agents) and/or movement of the property market index for the area where the property is located along with an updated allowance for any costs (which may include any unamortised costs or additional costs that have been incurred which were not accounted for at the time of the purchase). However, we reserve the right to not update the property price or valuation and so the Total Price until the sale of the property.
14.3.3. Every five years or at the time of sale (whichever is sooner), the Surveyor’s physical inspection and valuation is performed to provide a further update to the valuation.
15. TRANSFER PROVISIONS
15.1. You will be entitled to transfer your Beneficial Interest in the following ways only:
15.1.1. To your estate, upon your death;
15.1.2. At our sole discretion and only with written consent of Zisk Properties, subject to completion of KYC and anti-money laundering processes, to your spouse, legal partner or other family member in line with such requirements as we may require from time to time; or
15.1.3. Upon the insolvency of a corporate investor (where you are investing on behalf of a corporate), whereupon we have the discretion to exercise a buy back of the insolvent company's shares if we so wish.
15.2. You must ensure that arrangements are put in place for your next of kin to be informed of any Investment, these Terms and Zisk Properties’ investment process, and that instructions are provided to enable Zisk Properties to manage your Investment on the occurrence of your death, insolvency or incapacity. Zisk Properties accepts no responsibility or liability through your failure to have in place such an arrangement.
16. TERMINATION AND VARIATION
16.1. There is no minimum duration of this agreement and termination of this agreement will only occur:
16.1.1. In the event that the we become insolvent;
16.1.2. At such other time as we decide and notify to you;
16.1.3. If you withdraw your money and close your account with us in which case we reserve the right to retain certain data in line with our Data Protection and Privacy Policies, to comply with our regulatory obligations;
16.1.4. If you breach any of the Terms;
16.1.5. If you have been convicted of any criminal offence, or otherwise are involved in any improper or unethical activities;
16.1.6. If you are or become a politically exposed person; or
16.1.7. If you fail the checks required to be completed on you pursuant to the AML Laws.
16.2. In the event that these Terms are terminated pursuant to Clauses 15.1.4 to 15.1.7, all costs incurred by Zisk Properties must be indemnified by the breaching party.
16.3. We have the right to revise, amend or update these Terms from time to time to reflect any changes in law or for any other reason. Any such revisions, amendments or updates to these Terms, will be notified to you by email or the Platform within 14 days of these changes being made along with being uploaded to the Website. By your continued use of the Website or making investments into properties with Zisk Properties, you will be deemed to have agreed to the updated Terms. You will still be bound by the previous Terms that you have, or deemed to have, agreed to. If there is a conflict between any versions of the Terms to which you have agreed, or deemed to have agreed to, the most recent version will take precedence unless it is expressly stated otherwise.
16.4. As a result, it is your duty to ensure you keep up to date with the Terms and any changes to them, which we will keep updated on the Website.
17. ZISK PROPERTIES’ FEES
17.1. For each listing, any fees that Zisk Properties will charge will be included in the Prospectus. This may include (but is not restricted to) the following examples:
17.1.1. Transaction Fees: Zisk Properties may charge a Transaction Fee equal to 2% of your investment amount for arranging the Investment. Such fee to be calculated on the reaching of the Funding Goal or completion of transaction. An illustration of this if 2% Transaction Fee was being charged would be:
a. The total Transaction Fees due to Zisk Properties on a property with a Total Price (for clarity, Sale Price ‘plus’ Investment Costs) of £100,000 will be £2,000; OR
b. If you purchased a Beneficial Interest from another investor using the Website for £10,000, you will be charged £200.
17.1.2. Profit-related Fees: Zisk Properties may charge a Profit-related Fees. This may include (but is not restricted to) the following examples:
a. 25% of the profit achieved on a property; OR
b. Investor receives the first X% p.a. returns with Zisk Properties receiving all returns over X% p.a.
17.1.3. 17.1.3. A combination of Transaction Fees or Profit-related Fees.
17.2. In addition to the fees outlined in the Clause above and unless specified otherwise in the Prospectus, Zisk Properties (or a member of its group of companies) will charge an ongoing Management Fee, defined as 10% of the rental income for properties that are rented out. The fee will be charged each month directly from the rental income, before it is due to be paid to you.
17.3. We may waive or reduce our fee and/or offer cash-back for whatever reason, as long as permitted by the FCA rules (which include treating customers fairly).
17.4. Our fees shall be rounded up to the nearest pence and the minimum fee per transaction shall be £0.01p.
17.5. You acknowledge that ancillary charges, costs, commissions or fees may be payable to third parties in connection with the SPV and/or your investment, in addition to the Investment Costs (all such costs together with Investment Costs herewith referred to as “Additional Costs”) and you acknowledge that such charges or fees are not associated with these Terms. You warrant to us that you will pay any Additional Costs on demand and will indemnify and hold Zisk Properties harmless against any loss, liability, cost or expense it may occur resulting from the same. You irrevocably authorise and instruct Zisk Properties to deduct (as settlement) any sums payable by you (including Additional Costs) to us in accordance with these Terms from any amounts to which you are entitled to receive out of any distribution (including but not limited to any income) by the SPV or any sale proceeds generated by the sale of your Beneficial Interest.
17.6. Zisk Properties may receive a commission from the Seller (directly, or indirectly e.g. by the Seller’s agent or by an agent of Zisk Properties working with the Seller / working with any of the agent of the Seller). In such circumstances, you agree to Zisk Properties receiving any such commission. Zisk Properties may, at its sole discretion, pass on some or all of this commission to our investors.
17.7. Zisk Properties reserves the right to impose any further fee or charge for its services to you as an Investor at any time in the future (on top of Additional Costs) or update the amount of Additional Costs payable by you as an Investor, and will do so by providing one months’ advance written notice by email or stating it on the Website of the proposed charges or fees and/or any variation of them. This is intended to cover unforeseen circumstances where Zisk Properties incurred costs for a property in connection with your investment is higher than expected.
17.8. Where applicable, payment of all fees (including Additional Costs) will be taken from the payment details you provide during your registration on the Website.
18. HIGH NET WORTH INDIVIDUALS AND SOPHISTICATED INVESTORS
18.1. For the purposes of this Clause:
18.1.1. Retail Investor means a client who in accordance with COBS 3.4.1R is neither a professional client or an eligible counterparty, or any person who is advised by a firm on the merits of opening and buying a stakeholder product where the advice is given in the course of business carried on by that firm and it is received by a person not acting in the course of a business carried on by him.
18.1.2. High Net Worth Individual means a person who meets the requirements set out in article 21 of the Promotion of Collective Investment Schemes Order, in article 48 of the Financial Promotions Order or Financial Conduct Authority COB 4.12.6R, being an individual who has an annual income to the value of £100,000 or more or net assets of £250,000 excluding primary residence, any benefits in the form of pensions or otherwise any rights under certain contracts of insurance.
18.1.3. Sophisticated Investor means a person who meets the requirements set out in article 23 of the Promotion of Collective Investment Schemes Order, in article 50 of the Financial Promotions Order or in COBS 4.12.7R, being a person assessed by an FCA authorised firm as sufficiently knowledgeable to understand the risks associated with engaging in investment activity or self-certifying where the individual falls within one of the categories set out in the FCA rules.
18.2. If you register on the Website as a High Net Worth Individual and/or Sophisticated Investor you are confirming to us and warranting that you meet the requirements set out at Schedule 5 Part I and/or Part II of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
19. LIMITATION OF LIABILITY
19.1. You acknowledge and accept that the Website operates as a platform intended to facilitate the investment in properties through Beneficial Interest as per the Terms and it does not make recommendations. We therefore make no warranties nor assume any liability in respect of the performance of any of the investments available through the Website.
19.2. You acknowledge that we will not be liable to you for any loss, financial or otherwise, that you suffer as a result of using the Website or Platform, except as expressly set out in this agreement.
19.3. This Clause 18 does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraud, neither of which can be excluded or limited under English law.
20. REGULATORY PROVISIONS
20.1. Zisk Properties has categorised you as a retail client under the FCA rules. You may request re-categorisation as a professional client under FCA rules, but any such re-categorisation will be conditional upon you meeting various tests required by the FCA. If you are re-categorised as a professional client, it would also mean that there would be limitations to the level of client protections with which you would be provided than if you remained as a retail client. We will provide you with more information relating to being reclassified as a professional client upon request.
20.2. Investment into a property via transactions in Beneficial Interest as per the Terms will take place through the Website and, therefore, for regulatory purposes we must obtain your consent to effecting transactions outside a Regulated Market or Multilateral Trading Facility (as such terms are defined in the FCA rules). In this respect, by entering into these Terms you consent to us effecting transactions outside a Regulated Market or Multilateral Trading Facility and you acknowledge that Zisk Properties will not supply confirmations of any orders, and or resulting transactions other than what is stated in the confirmation email or notification on the Website sent by Zisk Properties in accordance with the FCA Handbook, Conduct of Business Rules, Rule 16.1.1., which you agree shall be a sufficient and adequate reporting of the service of arranging the reception and transmission of orders and the arranging of resulting transactions.
21. ZISK PROPERTIES’ INVESTMENT
21.1. You acknowledge that Zisk Properties, our affiliates, and/or the proprietors, officers or employees or agents of Zisk Properties and/or such affiliates may consider expressing an interest or investing in properties listed on the Website. If you become aware of this, you agree not to rely upon the same in making a decision whether to invest in any property through an SPV, and you confirm that any decision to invest in any property through an SPV is not based upon any representation, information, action, omission or otherwise of Zisk Properties, its subsidiaries or affiliates or the proprietors or employees of Zisk Properties, its subsidiaries or its affiliates.
22. WARRANTIES AND UNDERTAKING
22.1. You warrant to us that all information you provide to us from the moment you start using the Website or commence your application to become an Investor is true, accurate and complete in all respects and that you will update us if any of the information you provide to us changes.
22.2. In respect of any Investment, you agree and warrant that:
22.2.1. we are making no warranty or representation as to the ability of the property or SPV to pay and their credit risk and we are not underwriting any debt or credit risk of the property or SPV and will not be liable in any way;
22.2.2. you are investing entirely at your own risk, and by investing confirm, you have sought independent advice and conduct your own due diligence;
22.2.3. you agree to keep confidential and not to use, disclose or communicate any and all content of the Website and the Platform (except in the course of obtaining professional advice in respect of the same or with our written consent or as required by law). This restriction will continue to apply after any termination of membership to the Website and termination of the Terms;
22.2.4. calculations or any quoted figures or estimates or financial indications or projections provided on the Website are for guidance purposes only and are not guaranteed;
22.2.5. the information on the Website does not constitute advice, recommendation or an endorsement of investment requests or investment vehicles. The information is not intended to be relied upon as a sole basis for deciding whether or not to invest in a property / SPV;
22.2.6. we make no representation or warranty as to the accuracy of any data displayed on the Website or the Platform, nor whether it is up to date or error free; and
22.2.7. we do not guarantee that there will be sufficient interest to fully meet the Funding Goal in order to fund a property investment using an SPV or that there will be sufficient investments or opportunities for you to invest in.
23.3. You further warrant to us that:
23.3.1. neither you nor any person for whom you may be vicariously liable, or any person or entity with any kind of interest in you, is engaged or involved in any of the following matters:
a. any litigation, administrative, arbitration or other proceedings
b. any dispute with or, investigation, inquiry or enforcement
22.3.2. no Proceedings have been threatened or are pending by or against you or any person for whose acts you may be vicariously liable, and there are no circumstances likely to give rise to any such Proceedings;
22.3.3. neither you nor any person for whom you may be vicariously liable is affected by any existing or pending judgment, order, decision or ruling of any court, tribunal or governmental, regulatory or similar body, nor has it given any undertaking in connection with any Proceedings;
22.3.4. you will inform us immediately if the warranties above cease to be true;
22.3.5. you will keep the SPV and us as appropriate, indemnified against any losses, damages, costs, financial or otherwise that may be incurred as a result of your involvement in any of the matters noted in this Clause or act in manner that is negligent, careless or fraudulent and which gives rise to such matter and for these purposes will have adequate insurance cover in place for the purposes of the same.
22.4. If you or any person for whom you may be vicariously liable is affected by any Proceedings, or the threat of them, then Zisk Properties will take the appropriate steps to facilitate your exit from any and all Investments, in accordance with the provisions of articles of association of the SPV’s.
23.1. You should be aware that investing through Zisk Properties will result in your Investment in an SPV incorporated for the sole purpose of holding legal title to an asset. You will only receive the Beneficial Interest in the property.
23.2. The value of any investment can go down as well as up and you as an Investor may lose all or part of the money you originally invested. Zisk Properties offers no guarantees or assurances as to any income, capital growth or other financial gain through your investment in a property. Whilst investment opportunities will generally be secured against real property, Investors must understand that there are risks associated with investments generally including properties / real estate investment. Risks / factors such as economic, political, investment markets, property market in general or the specific property in question can affect (positively and negatively) the market values of your investment with Zisk Properties. In addition, other risks may be involved like illiquidity, a potential lack of income, loss of Investment and dilution (given the SPV nature of the investment), and it is your responsibility to satisfy yourself that the level of risk involved is acceptable to you.
23.3. We strongly advise you carry out your own due diligence on each SPV and the associated property offered through the Website, including all the information provided on the Website.
23.4. By investing in an asset through us, you acknowledge that you may not get your money back if the property price falls. As such, you acknowledge that by virtue of these terms we are providing a warning that you should not invest any more money than you are able to afford to lose without altering your standard of living.
23.5. Any investment you make will be illiquid and will therefore be dependent on the sale of the asset at the end of the term of your investment.
23.6. If an asset owned by the SPV you hold Beneficial Interest in is a property that receives rent, this will be paid to you and the other Investors in that property net of any fees, costs and expenses payable. In the event that the property does not produce rent, or the amount of rent received is less than the amount of fees, expenses and costs payable, no income/dividends will be paid. As such, there is a risk that you will not see a return on your investment. Past performance should not be used as a reliability indicator as future potential is unknown and is independent of past performance.
23.7. Information provided about the properties and their SPV’s as well as projections of future performance are based on the internal calculations and opinion of Zisk Properties and/or based on information provided to us or available to us. They are subject to change at any time and influenced by external factors outside of our control. Any projections or forecasts are not reliable indicators of future results and should not be relied upon.
23.8. Overseas properties have additional risks some of which have been highlighted in the Terms. You acknowledge and agree you understand all such risks.
24. DEALING WITH YOUR COMPLAINT
24.1. Our aim is to provide you, at all times, with a first-class standard of service. There may be occasions however, when you feel that this objective has not been achieved and so you should put your concerns in writing to our chief executive, setting out the details of your complaint, to the registered office of the Zisk Properties. We take all complaints seriously and will deal with your complaint in the following manner:
24.1.1. We will acknowledge your complaint promptly following receipt, enclosing a copy of these procedures;
24.1.2. If you make an oral complaint, our written acknowledgement will set out our understanding of your complaint;
24.1.3. If we have reasonable grounds to be satisfied that another firm or company may be solely or jointly responsible for the allegation(s) made, we will promptly forward the complaint or the relevant part of it to that firm or company. We will write to you to confirm our actions and provide contact details of the firm or company concerned;
24.1.4. If your complaint cannot be resolved by the close of the next business day, following its receipt, we will ensure that you are regularly kept informed of our progress with regards to the investigation into your complaint;
24.1.5. We will endeavour to send you our Final Decision Letter addressing your concerns and providing you with our decision within 4 weeks or keep you informed of the progress of your complaint if not resolved before then;
24.1.6. Where we are unable to provide you with our Final Decision Letter, we will send you confirmation of this in writing along with an explanation as to why we have been unable to complete our investigations within this time scale. We will confirm when you can next expect contact from us;
24.1.7. Where we are still unable to complete our investigations within 8 weeks of your complaint, we will send confirmation of this in writing along with an explanation as to why we have been unable to complete our investigations within this time scale. We will confirm when you can next expect contact from us.
24.1.8. We will continue to investigate the complaint until we are in a position to send you our Final Decision Letter;
24.1.9. If your complaint is upheld, we will provide you with fair compensation for any acts or omissions for which we are responsible;
24.2. We shall deem the matter closed when;
24.2.1. Our investigation has been completed and a Final Decision Letter has been sent to you; or
24.2.2. You have indicated in writing, acceptance of any earlier response, where appropriate.
25.1. You may be required to pay taxes, social security liabilities or costs e.g. on any payment you receive from us, the Website or the properties you invest in with Zisk Properties, which are not imposed by us. You agree that you are liable to pay these taxes or costs directly to the bodies that impose them upon you, and will indemnify us against these taxes, social security liabilities or costs.
25.2. We do not provide any tax advice and no warranty or representation is made in relation to your tax position, which will apply to you following the making of any Investment. As a result, you should seek independent tax advice before investing with Zisk Properties.
25.3. It is your own responsibility to ensure your tax returns are completed accurately and filed within the required deadlines and the correct amount of tax is paid. If you are unsure of how to do this, you must seek independent financial and/or tax advice before you invest through us. Each property you invest in through our SPV structure will be subject to a payment of corporation tax. Returns you receive will be paid to you net of any corporation tax applicable. Please also take independent tax advice in respect of any potential capital gains tax or other tax liability that is applicable to your personal circumstances and any monies received from us.
26. NOTICES AND WRITTEN COMMUNICATIONS
26.1. Notices and written communications by us to you:
26.1.1. You agree and confirm that you accept and authorise us to serve any written communication on you electronically on the Website or using the email address associated with your account. You agree to these electronic means of communication in respect of the Website and any properties you have invested in and you acknowledge that all contracts, notices, information, documents and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. The provisions of this Clause do not affect your statutory rights.
26.1.2. Any such notice or written communication will be deemed to have been received by you at 9.00 am on the next working day after it is sent.
26.2. Notices and written communications by you to us:
26.2.1. Any notice or written communication by you served to us in connection with the Terms shall be in writing and delivered by hand or sent by pre-paid first-class post (or an equivalent next day delivery service) at our registered address or sent by email to [email protected].
26.2.2. Any such notice or written communication will be deemed to have been received by us if delivered by hand, on signature of delivery receipt or at the time the notice is left at our registered address, or if sent by email, at 9.00 am on the next working day after it is sent or if sent by post (or other delivery service) on the second working day after posting.
26.3. All correspondence and communication between you and us will be in the English language. Furthermore, if the Terms are translated into any language other than English, the English language version shall prevail.
27.1. A waiver of any right or remedy under the Terms or by law is only effective if it is given in writing and signed by us. Any such waiver shall apply only to the circumstances for which it is given and shall not be deemed a waiver of any subsequent breach or default.
27.2. If we fail to insist on your strict performance of the Terms or if we fail to exercise any of our rights or remedies to which we are entitled under the Terms, or any other document referred to herein, this will not amount to a waiver of such rights or remedies nor will it relieve you of your obligations under the Terms.
27.3. No full or partial waiver of any such right or remedy shall restrict us from exercising that right or remedy, or any other right or remedy, in the future.
28. NO PARTNERSHIP
28.1. Nothing in the Terms is intended to or will be used to establish any partnership or joint venture between any of the parties, nor authorise any party to make any commitments for or on behalf of any other party.
29.1. If any provision or part-provision of the Terms or any provisions of any other document featured as part of your relationship with us or featured on the Website are determined by a competent authority to be invalid, unlawful or unenforceable in that jurisdiction, then it shall be deemed modified to the minimum extent necessary (for the relevant jurisdiction only) to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed severed and deleted (for the relevant jurisdiction only). Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of the Terms.
30. GOVERNING LAW AND JURISDICTION
30.1. The Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law and construed in accordance with the laws of England and Wales, and each party irrevocably agrees that such disputes or claims will be subject to the exclusive jurisdiction of the Courts of England & Wales.
30.2. These Terms and any document expressly referred to in them constitute the whole agreement between us and supersedes all previous discussions, correspondence, negotiations or agreement relating to this subject matter.