Terms and Conditions
Updated: February 28th, 2022
THIS DOCUMENT (“the Agreement”) sets out the terms and conditions on which we, Baytuki Tech Ltd referred to hereafter as (“Baytuki”) (which is the trading name of Baytuki Tech Ltd (“Baytuki, us or we”), enable you to invest in properties via our Platform www.baytuki.ae (“the Platform”).
By continuing to use the Platform, you agree to be bound by these terms and conditions and the following policies:
1. Baytuki Cookie Policy available here: Cookie Policy
2. Baytuki Privacy Policy available here: Privacy Policy
3. Baytuki Platform General Terms of use are included in these terms and conditions
In addition, you acknowledge and agree that you have read and understood the Key Risks and Disclosure detailed in the Disclosures page on our Platform.
(“Baytuki”) is a company with registration number CL 4500 based at Unit 201, Level 1, Gate Avenue – South Zone, DIFC, Dubai, UAE.
(“Baytuki”) Baytuki Tech Ltd is an entity registered in the Dubai International Financial Centre (DIFC) and licensed and regulated by the Dubai Financial Services Authority (DFSA) for the purposes of (“Operating a Crowdfunding Platform”) under DFSA registration number F006796.
We do not endorse or recognise any other sellers or third party real estate agents or brokers using our Platforms and such users shall be prevented from using the Platforms and all investments shall be made only through (“Baytuki”).
Please read these terms and conditions carefully before using the Platform. If you do not agree with our terms and conditions, please discontinue using this Platform. Baytuki is an operator of a real estate crowdfunding platform.
References to (“we/our/us”) are to (“Baytuki”). Baytuki will incorporate, and administer on your behalf, an Intermediate Special Purpose Vehicle (“SPV”) in the Dubai International Financial Centre (“DIFC”) to hold your investment interest in a residential property (a (“Property”) being an apartment, villa, or house that investors may invest in or have invested in). References to (“you/your”) are references to the user of the Platform for the purpose of investing in Property using our crowdfunding platform (“the Investor”)/(“the client”).
1. BACKGROUND
1.1 Baytuki manages the platform. The platform provides information on properties which you may elect to invest in by acquiring shares (each a Share and together, the Shares) in an SPV established for the sole purpose of acquiring and owning an individual Property. Baytuki will administer and manage the SPV for you within limited parameters under an administration agreement (“the Administration Agreement”). The form of Administration Agreement is set out at Schedule 1 to this Agreement. By agreeing to the terms of this Agreement you are hereby agreeing to the terms of the Administration Agreement.
1.2 We will conduct fundraising rounds (each an (“Investment Round”)) through the Platform pursuant to which we will seek to secure a pre-agreed minimum amount for each Property from various investors (“the Total Funding Target”) in exchange for the shares. The Total Funding Target will be the sale price of the Property as agreed between us and the seller of the property (“the Seller”). Baytuki will verify the sale price of each property with an independent valuer, who will provide a full report on each property together with all costs and fees which will arise in the acquisition of the property, as well as any forecasted expenses. The total funding target, along with all expenses pertaining to the purchase of each property, will be set out in detail on the Platform.
1.3 You agree to invest money in exchange for a percentage of the Shares issued by the SPV, conditional on the Total Funding Target being achieved. By subscribing for SPV shares in an Investment Round, you confirm you understand and agree the fees and charges which have been notified to you on the Platform. You will be required to reconfirm this at the point of funding. To the extent you are unclear on any element of the funding process please contact hello@baytuki.ae , and we will revert to you within a maximum of three working days of receipt of your email.
1.4 If the Total Funding Target is achieved and the Investment Round completes you will be sent a share certificate representing your Shares. If the Total Funding Target is not achieved within the relevant time period, all committed funds will be returned, without deduction of any fees or Expenses, your Baytuki Account (‘Baytuki Account’). You can then choose to use the returned funds towards another Property or withdraw the funds from your Baytuki Account entirely. Please note where you initiate a withdrawal of funds from your Baytuki Account via the Platform, we will return your funds to the same bank account which you used to fund your Baytuki Account. Your Baytuki Account is a segregated account operated by Emirates NBD, as further detailed in Section 8 below.
1.5 We accept no responsibility and disclaim all liability for any information about a property made available to you through the platform.
2. THE INVESTMENT & PREORDER TERMS
2.1 You agree to invest money in exchange for shares relevant to the property you are interested in on the terms and subject to the conditions set out in this agreement. Each Investment round will include an indicative term for holding the property (“the Investment Term”). Prior to the end of the Investment Term, we will undertake a valuation of the Property and you will be asked to vote on whether you want the SPV to sell the Property or extend the Investment Term. Please refer to section 11 for the voting process.
2.2 At the launch of each Investment Round, Baytuki will appoint a Property Manager for each property the Property Manager. The details of the Property Manager will be provided via the Baytuki platform. Where the Property Manager believes it to be necessary, owing to market conditions, to amend the Investment Term, we will advise you accordingly and provide you and your co-investors an opportunity to vote to amend the Investment Term. An amendment to an Investment Term may result in the sale of a property earlier than previously agreed or later than previously agreed.
2.3 You will agree to the initial proposed Investment Term and the Property Manager prior to making any investment in a property, via the Baytuki platform.
2.4 The minimum investment amount in most cases is AED 5,000, although we reserve the right to increase this amount for properties with higher Total Funding Targets.
2.5 In making an investment you agree that you have done so solely based on information contained on the Platform, together with any independent knowledge that you may have and professional advice that you may have received. Nothing we have done, nor anything that is on the Platform, is to be construed as advice or a recommendation by us in relation to an investment. You agree that you have complete control and discretion as to whether or not you invest through the Platform.
2.6 By selecting a property to invest in through the (“Platform”), you agree to invest in such property through the (“Ownership Shares”). We will combine your transaction to purchase Shares with other investors that have also purchased shares in the relevant SPV.
2.7 Investment in real estate is speculative. The market value of a Property can fall, and rental income is not guaranteed. You must be prepared to invest for the full investment period, owing to a lack of market for the Property interest. You also acknowledge that it may be difficult to sell the Property at the end of the Investment Term.
2.8 Your percentage of Shares will be calculated in relation to the value of the Property, less all other acquisition costs and fees which will arise in the acquisition of the Property. For example, if the Total Funding Target is AED500,000 and you have invested AED5,000, excluding fees related to completing the purchase of the Property, you will acquire 1% of the Shares.
2.9 The purchase and transaction costs include but are not limited to Baytuki fees and statutory fees (such as the DIFC No Objection Certificate fee and DEWA & District cooling deposits), Dubai Land Department (“DLD”) transfer fees and brokerage fees. These are calculated separately and have no bearing on your ownership percentage in the SPV and therefore the Property. These costs are calculated in proportion to the percentage of Shares you own in the relevant SPV. Brokers are external service providers who are paid a going market rate based on a percentage. This is ordinarily to the broker for brokering a deal between the seller and the investors of a property.
2.10 Baytuki has the discretion to reduce the Total Funding Target at any time if it reasonably considers this is in the interest of investors (in the event, for example, that a reduced sale price is negotiated with the Seller).
2.11 Completion of an investment will be conditional on the following:
a) Total Funding Target being raised during the Investment Round;
b) You having agreed to purchase the Shares;
c) The Seller completing the sale of their Property to the SPV; and
d) Baytuki not having exercised its discretion to terminate any Property acquisition process. Baytuki reserves the right not to list a Property for sale, to decline investment requests and/or bid requests via its Platform at its sole discretion.
2.12 No single Investor will be entitled to secure more than 24.99% of a given investment opportunity.
3. MATERIAL CHANGES
3.1 A (“Material Change”) means any change or new matter that may significantly affect the value of the Property, the ability to rent the Property, the return on the property or the value of the Investment.
3.2 If a Material Change occurs during the commitment period, Baytuki will disclose prominently on its Platform details of the material change; notify committed investors of the material change and require them to reconfirm their commitment within 5 business days; and if reconfirmation is not provided within 5 business days, cancel the commitment.
3.3 The commitment period is 14 days from the date when the investment is open to the investors on the (“Platform”). The (“Cooling-off period”) commences at the end of the 14 days, at this time investments can be made and/or withdrawn. Once the cooling-off period is complete, the property will be either (“fully funded”) then the SPV will be set up and the transaction for the purchase of the property ensues; or (“not funded”) whereby funds are returned to the investors. At this stage investors have the option to invest in another investment or withdraw their funding.
3.4 If a (“Material Change”) occurs after the commitment period, (“Baytuki”) will disclose prominently on its platform, details of the material change; any change in the rights of investors, arising from the material change; and what steps, if any, (“Baytuki”) is proposing to take as a result of such change.
4. RETURN ON YOUR INVESTMENT
4.1 Once you have made an investment and purchased Shares, any distribution you receive from the Shares will be paid to you and placed in a third-party custodian account operated by ENBD third party client money account, the balance of which will be visible to you on the Platform as available funds. Subject to our being satisfied with your then current compliance with our know your customer and anti-money laundering processes, you may then choose to withdraw this money at any time or re-invest in other properties in a similar manner as set out in this Agreement.
4.2 We wish to draw your attention to the risks relating to investing in Shares, which can be found on our platform. Please note that the distribution of dividends depends on many factors (such as whether there is a tenant for the property). The value of shares may go down as well as up and the past performance of any investment is not an indicator of future performance nor is a forecast a reliable indicator of future performance. Dividends will be paid based on total rent less fees including but not limited to: service charges, management fees (after the testing period), Baytuki annual fees and maintenance and insurance. You will be provided with a full breakdown of these at the time of making your investment and on an ongoing basis on the Platform.
4.3 There will be a time lag of one to three months between the receipt of rent and dividend payouts to ensure there is liquidity available to pay for any maintenance or service charges to avoid asking investors to inject further capital. Dividends will be paid directly into your Baytuki Account. You may then choose to withdraw this money at any time or re-invest in other properties in a similar manner as set out in this Agreement.
4.4 In certain situations, Baytuki will bear any initial costs of the maintenance and other expenses that will be incurred for the Property/SPV. The amalgamated expenses and costs will be refunded to Baytuki at the time the next rental income from the tenant is received. The investors will be entitled to receive the dividend payout less the property expenses and other costs that had been borne by (“Baytuki”).
4.5 If payments by a tenant are overdue the (“Property Manager”) will endeavour to recover the outstanding amounts. If after one month a tenant is still in default of payment the property manager will advise you and your co-investors of their recommended course of action by the (“Platform”) and by email. Courses of action may include legal proceedings against the tenant. Investors will vote on the next course of action and where fees to recover the amounts are to be incurred, you and your co-investors will bear the cost. An attempt to reclaim all legal fees from the tenant will be made with a view to repaying you and your co-investors.
4.6 You may have to pay other taxes or costs, which are not imposed by us. You should seek your own independent tax advice, where necessary.
5. SPV
5.1 Baytuki will form an SPV for the purposes of holding your investment. You will hold Shares in the SPV.
5.2 By entering into this agreement, you confirm the SPV will be managed by Baytuki under the administration agreement, subject to the articles of association for the SPV (“the Articles”).
5.3 Pursuant to this agreement you authorize Baytuki and its Directors to sign any related documents for the SPV including but not limited to articles of association, relationship declaration, transfer of shares, ordinary shareholder resolution, divestment of investments, appointment of authorize signatory on your behalf.
5.4 The form of articles of the SPV is available on your personal dashboard, as accessed through the Platform and included in Schedule 2 of this agreement.
5.5 You acknowledge and irrevocably agree that you shall not be entitled to direct the management of the SPV as a result of your ownership of Shares including in respect of any direction to transfer or otherwise dispose of those Shares, other than as is set out in this Agreement, the Articles and the Administration Agreement.
6. ANTI-MONEY LAUNDERING (AML)
6.1 Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, securities fraud and terrorism.
6.2 As per the DFSA AML Rules and in accordance with UAE Federal AML Laws, Baytuki has implemented a robust Anti Money Laundering framework to ensure that Baytuki mitigates the risk of money laundering or terrorist financing activity through its platform. Baytuki’s AML framework includes, but is not limited to, the designation of a Money Laundering Reporting Officer, employee AML training and the implementation of a Customer Due Diligence process. As part of our customer due diligence process, you will be asked to provide various information and documentation in order for Baytuki to verify your identity and your sources of wealth and income. Until you provide the information or documents and until your identity has been verified, you may not be able to open an account or effect any transactions through the Baytuki platform.
7. CLIENT MONEY
7.1 The platform allows you to fund your Baytuki account which can then be used by you to purchase shares in the SPV holding the property via the property investment crowdfunding platform Platform. Until such time as you invest the money you transfer to us to purchase shares or commit to purchase shares, it will remain your money and (subject to completion of know your customer (“KYC”) and anti-money laundering processes (“AML”)) can be withdrawn by you at any time. All bank charges relating to withdrawals from the (“Client Money Account”) or the (“Rental Income Account) will be paid by you in full and netted off your repayment.
7.2 We may suspend or place limitations on your Baytuki Account at any time if we believe it is appropriate in order to comply with our legal or regulatory obligations or the terms of these Investor Terms. This may include periods where we need to obtain additional client identification documents, and / or your country of residence changes to a jurisdiction outside of which Baytuki does business. For more details about how we use your information, please refer to our privacy policy.
7.3 We shall hold any money we receive from you in accordance with the DFSA’s rules, which require that we hold client money (a term used interchangeably with client monies) in a client bank account segregated from our own funds.
7.4 Client Money is held by Baytuki in a segregated bank account with Emirates NBD. Whilst Emirates NBD is accountable to Baytuki for the safe keeping of its client money, Emirates NBD does not have a relationship with Baytuki’s clients directly. Therefore, Baytuki is wholly accountable for our investor’s client money. Baytuki has undertaken due diligence of Emirates NBD custodial systems and controls and deemed them fit and proper to hold client money on Baytuki’s behalf.
7.5 Clients of Baytuki are subject to the protection conferred by the DFSA’s Client Money Provisions and as a consequence:
a) this Money will be held separate from Money belonging to Baytuki; and
b) in the event of the Authorised Firm’s insolvency, winding up or other distribution event stipulated by the DFSA, the Client’s Money will be subject to the DFSA’s Client Money Distribution Rules.
7.6 Interest on Client Money is not payable to you as a Client of Baytuki.
7.7 As noted above Client Money might be held in the UAE outside the DIFC and the market practices, insolvency and legal regime applicable in that jurisdiction may differ from the regime applicable in the DIFC.
7.8 We shall exercise due skill, care and diligence in the selection, appointment and periodic review of any credit institution or bank (other than a central bank) where the client money is deposited and for the arrangements for holding the client money, but we shall not be responsible for any acts, omissions or default of any such credit institution or bank.
7.9 You acknowledge and accept that your money may be pooled with money belonging to other clients, which means that you will not have a claim against a specific sum in a specific account, but against the client money pool in general.
7.10 You will be able to review your Baytuki balance via your personalized dashboard on the Platform.
7.11 You will be free to transfer funds into the Client Monies Account by bank transfer. You cannot make cash deposits or payments through credit cards. We require you to use an account held with a UAE or international bank and which is maintained in your sole or name or jointly with another person, or in the name of the business or organisation you represent, with an IBAN number or foreign equivalent.
7.12 You may not withdraw any committed Investment Amount from your Baytuki Account. You may only withdraw funds from your Baytuki Account, in excess of the minimum investment amount. Funds may only be paid into your specified UAE or international bank account with a valid IBAN number (or foreign equivalent) and which is maintained in your sole name or jointly with another person.
7.13 The funds will be wired to you in the respective currency of your Baytuki Account.We bear no responsibility of any foreign exchange losses or any fees charged by your bank or any correspondence bank.
7.14 At our discretion, we may offer interest or a promotional benefit to you. Where we do so it will be made clear on the Platform and may be payable as follows:
a. When you purchase Shares, you may receive an amount equivalent to the indicated Dividend Yield on the amounts invested in shares in the Property, pro-rata according to the number of days between the date the instruction to invest was made and the end of the funding period.
b. During the period between the Property moving to the Resale market and the Property Manager securing tenants, you may accrue an amount equivalent to the respective Dividend Yield on the amount invested in shares in the Property (again, on a pro-rata basis). This amount will be paid directly into your Baytuki account, for the month the benefit accrued, on the 5th of the following month (or the next business day if the 5th of the month falls on the weekend or a bank holiday). Note, that if you sell your shares during this period, you will lose any entitlement to this benefit.
8. MAKING THE INVESTMENT PAYMENT
8.1 In order to commit to making an investment in a Property via our platform, you will first have to fund your Baytuki Account into the segregated client money account of Baytuki (as outlined in further detail in section [7] above) at least equal to the amount required to make the investment (“Investment Amount”) via the platform.
8.2 Once you have indicated, via the Platform, that you wish to proceed with the investment in a Property and purchase Shares you will not be entitled to withdraw your committed funds that will be used to purchase the Shares from the client money account unless you have validly exercised the withdrawal rights set out in section [9.1], or the Total Funding Target is not achieved, and the Investment Round does not complete. In these scenarios, your Baytuki Account balance would be restored, and you could either withdraw these funds (subject to completion of know your customer and anti-money laundering processes) or invest in another property.
8.3 The aggregate Investment Amounts will be used to fund the acquisition of the Property (indirectly through the acquisition of Shares), plus any forecast expenses as set out on the Platform and would therefore be removed from the client money account on completion of such acquisition.
8.4 You may fund your Baytuki Account by wire transfer. Any processing and transfer charges and fees will be for your account. We reserve the right to reject the money if we are not satisfied with your compliance with our AML requirements or if you have failed to provide the right reference number at the time of transfer. The funds for the relevant percentage of Interests in the Property SPV (as set out in the Investment Round) are to be wired within 7 days. If we do not receive the funds within 7 day of your request or less depending on the first and last day of the cooling-off period, you will lose the right to participate in the investment in the Property.
8.5 For UAE residents we only accept payments in AED for investments denominated in AED. All non-UAE residents are requested to make payments in USD, SAR, EURO or GBP for all AED-denominated investments. The exchange rate will be applied and presented on the platform. Any transfer fees charged by your bank or correspondence bank must be your responsibility. The net amount received by us will be reflected in your wallet.
8.6 For any non-AED denominated investments, the payments will be required in the respective currency. You might be able to make payments in AED, USD or the respective currency. The exchange rates for such payments will be provided on the Platform and in our communication to you. Any transfer fees charged by your bank or correspondence bank must be your responsibility. The net amount received by us will be reflected in your wallet.
8.7 We accept no responsibility for any foreign exchange loses and advise you to see external advice before making any foreign currency transactions.
9. WITHDRAWAL RIGHTS
9.1 You may exercise your right to withdraw from an investment up to 48 hours (“cooling off period”) from the date of the Property reaching its full funding target by notice on the Platform, emailing us at hello@baytuki.ae , or calling us on +971 50 988 5553 .
9.2 If you exercise your withdrawal rights in accordance with section [9.1] above, you will be entitled to withdraw the Investment Amount from the client money account subject to completion of know your customer and anti-money laundering processes.
9.3 If you exercise your withdrawal rights in accordance with section [9.1] above, you will not be entitled to any promotional benefits that may have normally applied to the investment you are withdrawing from, nor will you be entitled to any dividends, interest or other benefit. For the avoidance of doubt, if you withdraw, you shall only be entitled to the return of the sum you invested.
9.4 You do not have a right to cancel in circumstances where you acquire or dispose of a beneficial interest in shares via our secondary market because you will be doing so from or to another investor who has offered their shares for sale or a bid on our site; consequently, price will depend on fluctuations in our secondary market that are outside our control and potentially within the cancellation period set out in section [9.1] above.
10. PROPERTY LISTING
10.1 Baytuki will operate the Platform and, in accordance with these terms and conditions, allow you to access the Platform and use the functions available on the (“Platform”). Where you purchase (“Interests”) through the Platform, Baytuki will also co-ordinate the payment and collection of sums due from investors through the Platform, or otherwise, in order to achieve the Total Funding Target.
10.2 Baytuki will arrange for the completion of a survey and valuation undertaken by an independent Chartered Surveyors that will form the basis for the purchase price of the Property.
10.3 Baytuki will be involved in the pre-sale negotiation and listing of the Property on the Platform.
11. PROPERTY MANAGEMENT, VOTING AND MAINTENANCE
11.1 The Property will be managed by an independent property manager under the terms of a property management agreement which will be entered into with the SPV (“the Property Management Agreement”), the form of which is available upon request.
11.2 Property Manager will exercise day-to-day control of Property management decisions but Investors shall be requested to vote via the Platform on the following decisions relating to the Property in accordance with this Agreement and the Articles;
a) the approval of any costs of work to the Property with a capital value greater than 10% of the Property annual rental value, which are not a result of an emergency situation or otherwise critical to the liability of the Property;
b) the appointment and removal of management agents;
c) the sale of a Property and relevant terms (including price and the buyer);
d) the extension of the term of the investment from the term specified on the Platform; and
e) the approval of any works to the Property that are expected to take longer than one month to complete during which no rent shall be received by the SPV.
11.3 Investors will be contacted via email using the address associated with that investor’s account and will be invited to vote on these decisions within the time period notified to the investor, the voting process will be online and Baytuki will send the notifications via email and the voting information can be accessed through the user dashboard.
11.4 If we do not receive any response from you within the specified time period for voting, you will be deemed to have abstained from the relevant vote. We will send reminders at appropriate intervals. Votes will be passed by investors holding a simple majority of the Shares (50% + 1), including in respect of a sale of the Property. Matters relating to voting by investors in respect of a Property are set out in detail in the Articles.
11.5 Investors are always supplied with all the information needed to make an informed decision about an investment. This will cover the full life cycle of the property from acquisition to disposal. At the end of the 3–5-year hold period, we will supply investors with ample information from industry experts and third-party valuers so that they can take an informed decision as to whether sell or to postpone the sale of the property at which point a vote will be taken.
11.6 By making an investment, you are agreeing that:
a) The listed property manager shall be appointed as the first manager of the Property; and
b) Any existing tenant within the Property will remain after acquisition until they serve notice to quit or vacate the Property.
c) In certain situations, Baytuki will bear any initial costs of the maintenance and other expenses that will be incurred for the Property/SPV. The amalgamated expenses and costs will be refunded to Baytuki at the time the next rental income from the tenant is received. The investors will be entitled to receive the dividend payout less the property expenses and other costs that had been borne by Baytuki.
d) All maintenance expenses under 10% of gross rent will be pre-approved, anything above will require voting, as set out in section [11.2] above.
12. PERIODIC STATEMENTS AND VALUATIONS
12.1 You will be provided with information on your investment, which will be paid out quarterly, along with an estimated valuation of your investment and periodic statements. However, we provide no warranty or assurances as to the accuracy of this information other than required under the DFSA rules.
12.2 As mentioned in section [4.2] above, you will be provided with an estimated valuation of your investment in the SPV, which will consist of the latest valuation of the Property less deferred tax and any other liabilities in the SPV (on a per Share basis).
12.3 The basis for the latest valuation of the Property is currently as follows and will be provided by Reidin (https://www.reidin.com/en/).
12.4 For a Property new to the Platform this will be the proposed purchase price, which in turn is supported by the Chartered Surveyor’s physical inspection and valuation;
12.5 Thereafter, the Property valuation is updated based on readily available market data and recent transaction details available in the market.
13. INVESTOR REPRESENTATIONS
13.1 In consideration of our accepting your application to open an account, you represent to us (and acknowledge that we rely on these representations) as set out below. We may rescind our agreements with you, close your account and (subject to completion of Know Your Customer (“KYC”) and Anti- Money Laundering (“AML”) processes) return any funds you have deposited with us to you if your representations are false or misleading. You represent and acknowledge that;
a) You are legally entitled to invest the Investment Amount;
b) If you are a natural person, you are at least 21 years old of sound mind and capable of taking responsibility for your own actions such that you can enter into a legally binding agreement with us;
c) You agree to provide accurate registration information, including without limitation your correct date of birth and your country of residence. You agree to inform us of any changes in such details;
d) You are the person whose details are provided in connection with your registration or, in the case of legal entities, you are a duly authorized representative of the relevant legal entity;
e) You are acting as a principal and not as an agent on behalf of a third party;
f) You agree that you must read and sign a risk acknowledgement form each time you make an investment using the Baytuki Platform;
g) You will not deposit funds with us that are the proceeds of crime or attempt to launder money via our Platform To assist us in complying with our regulatory obligations to combat crime and money laundering, you agree to provide us with such information as we may request to verify your identity, address and source of funds. You understand that, until completion of know- your-client and anti- money laundering processes, you will not be able to withdraw funds from your account;
h) You are not an undischarged bankrupt, in a voluntary arrangement with your creditors nor subject to other legally imposed circumstances that limit your ability to invest;
i) You are not located in a jurisdiction in which it is illegal for you to make use of our Platform;
j) 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 us, including changes we make to our terms and conditions;
k) You are solely responsible for the security and confidentiality of your account. In particular, you agree to keep your username and password strictly confidential and you are responsible for any misuse of your password. Provided that we have been correctly supplied with the account information requested, we are entitled to assume that activity on your account is your activity. You should change your password on a regular basis and never disclose it to any third party. You undertake to protect your username and password in the same way that you would in respect of your bankcards and any failure to do so shall be at your sole risk and expense. 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 authorized 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;
l) 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;
m) You will not engage in behaviours that place unnecessary strain on our Website (such as for example by high frequency trading) nor seek to unfairly influence trading activity in 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 section;
n) You will use and regularly update security software so as to better guard against hacking, viruses and computer misuse;
o) You warrant, represent and undertake to us that all information provided to us, including in the course of the Investor registration process will be complete, true and accurate in all respects and not misleading in any way. You acknowledge that fraud and fraudulent misrepresentation are crimes under UAE Federal Law No 3 of 1987 and may be punishable by a fine and / or a custodial sentence; and
p) By investing through the Platform, you further agree that your investment will be legally held by the SPV and that you will do anything required to ensure that all rules and regulations attached to your Shares are observed.
14. TRANSFER PROVISIONS
Notwithstanding clause
14.1 You will be entitled to transfer your Shares in the following ways only:
a. In accordance with a majority vote of the investors in an SPV over the Baytuki platform to sell the Property to a third party;
b. To a nominated person, in the event of your serious illness or incapacity. Please note you are solely responsible for making appropriate succession planning arrangements and ensuring that appropriate arrangements are in place for your nominated beneficiaries to access your account and assets in the event of your death or incapacity. We recommend you take advice on this point at the time of making your investment.
c. At our sole discretion, subject to completion of know your customer and anti-money laundering processes, to your spouse or other family member in line with such requirements as we may require from time to time;
d. By sale on the secondary market (following its launch), details of which can be found on the Platform; or
e. 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. TERMINATION AND VARIATION
15.1 There is no minimum duration of this Agreement and termination of this Agreement will only occur:
a. In the event that the we become insolvent;
b. At such other time as we decide; or
c. If you withdraw your money from the client money account and close your account with us in which case we reserve the right to retain certain data to comply with our regulatory obligations.
15.2 We may update these investor terms and conditions from time to time to reflect any changes in law or for any other reason. If we update these terms and conditions, we will inform you as soon as practical whether by email or an alternative method such as uploading to the Platform, and (by your continued use of the Platform you will be deemed to have agreed to the updated terms and conditions. You will still be bound by the previous investor terms and conditions that you have, or deemed to have, agreed to. If there is a conflict between any versions of the investor terms and conditions to which you have agreed, or deemed to have agreed to, the most recent version shall take precedence unless it is expressly stated otherwise.
16. BUSINESS CONTINUITY PLANNING
16.1 In the unlikely circumstance where a platform failure occurs, for example in the case of a natural disaster in close proximity to Baytuki’s place of operation, Baytuki’s Business Continuity Plan (“BCP”) will be initiated.
16.2 Baytuki’s BCP is designed to facilitate effective communication during any disaster; and to expedite the recovery of the firm’s business critical functions and data so that it can resume “business as usual” as soon as possible.
16.3 Clients will be kept up to date of any active investments or transactions via telephone and email.
16.4 For a copy of Baytuki’s BCP please write to hello@baytuki.ae ,
17. CESSATION PLANNING
17.1 In the unlikely circumstance that Baytuki were to cease business operations, the company’s Cessation Plan (“CP”) will be initiated. Baytuki’s CP sets out contingency arrangements, including measures that have been put in place, to ensure the orderly administration of Investments in the event that Baytuki ceases to carry on its business.
17.2 In the unlikely event that Baytuki is unable to operate on a permanent basis Baytuki’s CP will follow its CP.
17.3 If, at the time that the CP is initiated, and the majority decision of investors is to liquidate the investment, Baytuki personnel will manage and oversee the sale of Property and the return of funds to investors proportionately. Where the investment returns a gain, the administration and liquidation costs will be borne by the return on investment (as would be the case in the case of a liquidation by way of normal business). If the liquidation of the Property results in a loss, Baytuki will bear the administrative and liquidation costs. Baytuki will not be responsible for any capital losses on the investment in the event that Property values decrease.
17.4 For a copy of Baytuki’s CP please write to hello@baytuki.ae .
18. FEES
18.1 Baytuki will charge a 4% transaction fee for arranging the investment at completion of the Property acquisition and disposal, such fee to be calculated on the Total Funding Target. This fee will be split in two traches. 1.5% will be billed at the time of the transaction and the remaining 2.5% will be billed at the time of the exit. The exit fee of 2.5% will be calculated on the greater of the Total Funding Target or the “Exit Value” (being the value at which the Property is sold at the end of the Investment Term).
18.2 There will be a platform fees of 5% of total rental income for each property.
18.3 We may waive or reduce our fee and/or offer cash-back for whatever reason, as long as permitted by the DFSA rules (which include treating customers fairly).
18.4 Transaction fees on all markets shall be rounded up to the nearest dirham and the minimum fee per transaction shall be AED 1.
18.5 Baytuki reserves the right to amend all of the aforementioned fees subject to providing notice to you at least 10 business days prior to amending the chargeable fee. Notice of a fee change will be provided to you by email.
19. LIMITATION OF LIABILITY
19.1 You acknowledge and accept that the Platform operates as a platform intended to facilitate the investment in (“Shares”) 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 Platform.
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 Platform, except as expressly set out in this (”Agreement”) or in accordance with DIFC law.
19.3 Calculation we provide on the Platform relating to the likely rate of return on financings are for guidance purposes only and should in no way be considered a guarantee of the return which may be realised.
20. INDEMNITY
20.1 You shall defend, indemnify, and hold us harmless, as well as our subsidiaries, affiliates, officers, directors, agents, employees, representatives, successors and assigns (collectively, Baytuki Indemnified Parties), without limit, from and against any and all actions, claims, suits, demands, judgments, losses, costs, expenses, regulatory fines and / or damages, including attorney’s fees, for or arising out of any breach by you of these Investor Terms and / or any third party claims arising out of any breach by you of these Investor Terms and / or failure to comply with any applicable laws and regulations. The provisions contained in this clause shall survive the termination or expiry of these Investor Terms.
21. REGULATORY PROVISIONS
21.1 (“Baytuki”) has categorized you as a retail client under the DFSA rules. You may request re-categorization as a professional client under DFSA rules, but any such re-categorization will be conditional upon you meeting various tests required by the DFSA. If you are re-categorized 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. Per DFSA rules, retail clients are limited to annual cumulative investment on the platform. This annual limit is $50,000 and resets every calendar year. The platform monitors this limit and will notify when the limit is reached. You will find your cumulative investments in a given calendar year on your personal dashboard on the platform.
21.2 We are required to have arrangements in place to manage conflicts of interest between our clients and us and between our different clients. We have put in place a Conflicts of Interest Policy which identifies those situations giving rise to actual or potential conflicts of interest and which provides details of how such conflicts are managed. Where the arrangements under our Conflicts of Interest Policy are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of the client will be prevented, we will disclose sufficient details of the actual or potential conflict to you in order to enable you to take an informed decision as to whether to continue to deal with us notwithstanding the existence of such conflict. We will provide you with a summary of our Conflicts of Interest Policy upon request.
21.3 Some of the Conflicts of Interest might arise from the following but not limited to
(1) Baytuki might use third parties such as brokers, affiliates and distribution channels to market and promote the Baytuki platform for which they would pay commission or share revenue for onboarding investors.
(2) Baytuki in some cases will earn fee from Sellers including Developers/Brokers for using the platform to sell properties on. This fee is usually a % of property price.
22. COMPLAINTS PROCEDURE AND COMPENSATION
22.1 If you are in any way dissatisfied with Baytuki products or services you may file a complaint. We will make sure your complaint is handled fairly, consistently and promptly.
22.2 Immediately upon receipt of your complaint the Senior Executive Officer (“SEO”) will be informed of the complaint. Within seven (7) days of receipt of the complaint the SEO will send you a letter acknowledging receipt. (“Baytuki”) will try to resolve/redress your complaint within a maximum of sixty (60) days. During the complaints process we will update you regularly and at least thirty (30) days from the date of receipt of your complaint on the progress of the complaints handling. You will be given the contact details for the individual handling the complaint.
22.3 Any referral to external parties including regulatory bodies may involve transferring and disclosing of personal data, as defined under the DIFC (“Data Protection Law”). You have the right to object at any time on reasonable grounds relating to your particular situation to the processing of your personal data.
22.4 Baytuki will investigate the factual and legal circumstances of the case and based on these investigations decide on the position to be taken by Baytuki. Once the investigation of the complaint has been concluded you will promptly be informed in writing of the result of the complaint.
22.5 To make a complaint, please send your complaint in writing to hello@baytuki.ae , where the header in the email should be “Complaint”.
23. GENERAL TERMS
23.1 If we fail to insist on your strict performance of these terms and conditions or if we fail to exercise any of our rights or remedies to which we are entitled under these terms and conditions, 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 these terms and conditions.
23.2 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.
23.3 If any of these terms and conditions or any provisions of any other document featured as part of your relationship with us are determined by a competent authority to be invalid, unlawful or unenforceable, to any extent, then such term or condition will be severed from the remaining terms and conditions which will continue to be valid, as far as permitted by DIFC law.
23.4 Nothing in this Agreement is intended to or will be used to establish any partnership or joint venture between the parties, nor authorise any party to make any commitments for or on behalf of any other party.
23.5 You should take your own tax advice. No warranty or representation is made in relation to your tax position, which will apply to you following the making of any investment.
23.6 Any notice or other communication given to either party in connection with this contract shall be in writing and delivered by hand or sent by pre-paid first-class post (or an equivalent next day delivery service) at its registered address (if a company) or its principal place of business or residential address (if an individual), or sent by e-mail to the e-mail address notified to the other party in accordance with this contract.
23.7 Our e-mail address for the service of notices is hello@baytuki.ae . Any notice or other communication will be deemed to have been received if delivered by hand, on signature of delivery receipt or at the time the notice is left at the proper address, or if sent by e- mail, 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.
23.8 All correspondence and communication between you and us will be in the English and Arabic language.
23.9 Any dispute or claim arising out of or in connection with the Platform, its subject matter or formation will be governed by DIFC law and such disputes or claims will be subject to the non-exclusive jurisdiction of the DIFC Courts.
23.10 These terms and conditions 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.
24. CONTACTING US
Should you have any questions about these Terms, or wish to contact us for any reason whatsoever, please contact us on hello@baytuki.ae .
SCHEDULE 1 – Administration Agreement
1. Baytuki Tech Ltd a company limited by shares incorporated and registered in the Dubai International Financial Centre (DIFC) with company with registration number CL 4500 based at Unit 201, Level 1, Gate Avenue-South Zone, DIFC, Dubai, UAE (“Baytuki”); and
2. The relevant SPV, an intermediate special purpose vehicle incorporated and registered in the DIFC with company registration number [*] and with a registered office located at DIFC, Dubai, UAE (the Company).
This agreement should be read in conjunction with the Platform usage policy along with Investors Terms & Conditions referenced herein.
INTERPRETATION
In this Agreement:
(a) Words and expressions defined in any part of this Agreement shall have the same meanings throughout this Agreement;
(b) Use of the singular is deemed to include the plural, use of any gender is deemed to include every gender and any reference to a person is deemed to include a corporation, a partnership and any other body or entity and (in each case) vice versa;
(c) The use of technical terms that are defined in the Act will be assumed to have the meanings given in that legislation as at the date of this Agreement;
(d) Reference to any law or regulation includes any subsequent modification or re-enactment except to the extent that would result in additional liability;
(e) References to this Agreement or any other document will, where appropriate, be construed as references to this Agreement or such other document as varied, supplemented, novated and/or replaced in any manner from time to time;
(f) Any undertaking by either of the parties not to do any act or thing shall be deemed to include an undertaking not to permit or suffer or assist the doing of that act or thing and any undertaking to do any act or thing shall be deemed to include an undertaking not to do anything inconsistent with carrying out that act or thing;
(g) A reference to a document being in ‘agreed form’ means that it is in the form agreed by the parties prior to the execution of this Agreement and either initialled for the purpose of identification by or on behalf of their respective solicitors or signed contemporaneously with the execution of this Agreement;
(h) The heading to any provision of this Agreement will not affect its interpretation;
(i) Act means the Companies Law DIFC Law No. 2 of 2009 including any statutory modification or re-enactment of it from time to time in force;
(j) Agreement means this agreement as amended or supplemented from time to time;
(k) Articles means the Articles of Association of the Company;
(l) Business Day means any day in which banks in the UAE are open for business excluding Friday, Saturdays and any public holiday;
(m) Confidential Information means: the terms of this Agreement and all other agreements, arrangements and understandings entered into between the parties in relation to the subject matter of this Agreement;
(n) DFSA means the Dubai Financial Services Authority;
(o) Parties means the parties to this Agreement;
(p) Personal Data means, in relation to information held by a party, information relating to an individual which could be used to identify the individual to whom it relates either alone or in conjunction with other information the party holding also has in its possession or is likely to acquire;
(q) Process means, in relation to Personal Data, holding or taking any action in relation to such Personal Data, and Processing shall be interpreted accordingly;
(r) Property means the property acquired or to be acquired by the Company;
(s) Sales Taxes means any sales, value added or similar taxes imposed by law; and
(t) Services means the Services described in Schedule 1 (Description of Services
IT IS AGREED AS FOLLOWS:
1. SERVICES
1.1 Upon completion of its incorporation the Company hereby irrevocably appoints Baytuki on the terms and conditions of this Agreement to provide the Services as set out in Appendix 1 to the Company and Baytuki hereby accepts such appointment.
1.2 Baytuki shall recommend individuals to be appointed as directors of the Company and the Company shall be irrevocably bound to formally appoint these recommended individuals to be directors within 2 weeks of Baytuki’s recommendation. Such appointment shall not be capable of termination, save that Baytuki shall be entitled to request the removal and replacement of such individuals as directors of the Company with immediate effect by serving written notice on the Company in accordance with clause 9. The Company shall be irrevocably bound to implement such removal and replacement.
1.3 Baytuki shall:
(a) Co-operate with the Company in all matters relating to the Services; and
(b) Ensure that Baytuki’s employees use reasonable skill and care in the performance of the Services.
2. DURATION
2.1 This Agreement shall come into force on the date of appointment in accordance with clause 1.1 (the Commencement Date) and shall terminate if the Property itself is sold to a third party.
2.2 This Agreement shall terminate automatically if Baytuki ceases to be authorised by the DFSA and the Company shall procure the appointment of a new administrator in place of Baytuki as soon as practicable and in accordance with applicable law.
3. COMPLIANCE WITH LAWS
Baytuki warrants that for the duration of this Agreement it shall, at its cost, comply with all relevant law and obtain and maintain in force all licenses, permissions, authorisations, consents and permits needed to allow it to provide the Services and Baytuki shall make such licenses, permissions, authorisations and permits and other consents available to the Company immediately upon request or as the Company shall direct from time to time.
4. THE COMPANY’S OBLIGATIONS
4.1 The Company shall:
(a) co-operate with Baytuki in all matters relating to the Services;
(b) provide Baytuki with such access as it reasonably requires, for the purposes of the delivery of the Services, to the Property and other facilities of the Company; and
(c) provide Baytuki with such information as Baytuki may reasonably request and the Company considers reasonably necessary to carry out the Services promptly and ensure that it is accurate in all respects.
4.2 The Company shall be responsible for ensuring the Property is always sufficiently insured and for managing any claims on the insurance policy. Baytuki agrees to provide to the Company all relevant information and reasonable support and assistance to enable the Company to insure the Property and manage any claims under the insurance policy. Baytuki shall not be remunerated for the services it provides under this clause 4.2.
5. FEES AND EXPENSES
5.1 Subject to Clause 6.1, the Company shall pay Baytuki:
5.1.1 Any amount which is required to meet any other cost incurred by Baytuki (howsoever arising) to a third party for matters not covered by the Services that are required to enable Baytuki to properly discharge its responsibilities under this Agreement (Third Party Costs). Such Third-Party Costs include, but not limited to, maintenance and repairs, and service charges.
5.1.2 Invoices covering payment in respect of services provided by Baytuki, or for reimbursement of expenses, shall be payable by the Company only is accompanied by relevant receipts (apart from the sum referred to in clause 5.1.1 above)
5.2 The Service Fee will be charged by way of monthly invoice provided to the Company by Baytuki. Third Party Costs will be charged to the Company in accordance with clause 6.
5.3 Invoices covering payment in respect of services provided by Baytuki, or for reimbursement of Expenses, shall be payable by the Company only is accompanied by relevant receipts (apart from the sum referred to in clause 5.1.1 above)
6. COSTS IN RELATION TO THE PROPERTY
6.1 In the event that a substantial cost (Substantial Cost) arises in delivery of the Services, which cannot be met from the rental income, Baytuki will:
(a) Notify the Company as soon as practicable of the Substantial Cost; and
(b) Take instructions from the Company on how to proceed.
7. CONFIDENTIALITY
7.1 This Agreement and the Confidential Information shall be kept strictly confidential by the parties, and they shall not use it other than in connection with the performance of obligations under this Agreement.
7.2 Notwithstanding clause 6.1, either party shall be entitled to disclose any of the Confidential Information or matters referred to in it:
(a) Pursuant to any law, rules of professional practice or as ordered by a competent authority; or
(b) To those of its officers and employees who need to be aware of the Confidential Information in connection with this Agreement provided that they have been made aware of the provisions of this Agreement and all reasonable steps have been taken to ensure they comply with this confidentiality clause as if they were a party to this Agreement;
(c) To its professional advisers and consultants who need to be aware of the Confidential Information to carry out their duties as professional advisers or consultants;
(d) To any shareholder, or prospective shareholder, of a party provided that such disclosure is necessary in connection with this Agreement;
(e) To any third party bona fide potential buyer of the business of the party or the Property if such information is relevant in the context of the proposed purchase of that party’s business or the Property provided that the party obtains a written confidentiality undertaking in similar terms to this clause 7 from the potential buyer and provides a copy to the other party; or
(f) Which can be shown to have been known to a party prior to any disclosure under this Agreement; or
(g) To the extent such Confidential Information has been received from a third party without a duty of confidence; or
(h) To the extent that it has become generally available to the public other than as a result of a breach of this clause by the party seeking to disclose the information or matter in question.
7.3 The provisions of this clause shall survive the termination of this Agreement insofar as they remain relevant.
7.4 Each party shall make available for collection by the other party all Confidential Information which it has obtained in connection with this Agreement within 5 Business Days of the date of termination of this Agreement. This does not apply to Confidential Information which is subject to legal professional privilege.
8. ASSIGNMENT
Baytuki may at any time assign, transfer, any or all of its rights and obligations under this Agreement by giving the Company 14 days written notice of such assignment provided the proposed new administrator is acceptable to the DFSA.
9. TERMINATION AND VARIATION
9.1 Any termination or variation of this Agreement which is reasonably required by Baytuki or the Company will be effective and binding on Baytuki and the Company if embodied in writing (including email) by the parties. Any such instrument will have the same effect from and after its effective date as if it had originally been embodied in, and formed part of, this Agreement. A copy of any such instrument shall be uploaded to the Platform as soon as practicable after it has been agreed.
10. NOTICES
10.1 Any notice or other communication given to either party in connection with this contract shall be in writing and delivered by hand or sent by pre-paid first-class post (or an equivalent next day delivery service) at its registered address (if a company) or sent by email to the email address notified to the other party in accordance with this contract. Baytuki’s email address for the service of notices is hello@baytuki.ae .
10.2 Any notice or other communication will be deemed to have been received if delivered by hand, on signature of delivery receipt or at the time the notice is left at the proper 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.
11. VALIDITY OF AGREEMENT
Each party warrants to the other that:
(a) It has full capacity and authority to enter into and to perform this Agreement;
(b) This Agreement has been executed by a duly authorised representative of such party; and
(c) Once duly executed this Agreement shall constitute its legal, valid, and binding obligations.
12. MISCELLANEOUS
12.1 No variation of this Agreement will be effective unless made in writing (including email) by or on behalf of each of the parties.
12.2 This Agreement constitutes the entire Agreement between the parties in relation to its subject matter and supersedes any previous agreements (whether oral or in writing) between the parties in relation to such matters.
12.3 Except as required by law, no terms shall be implied (whether by custom, usage or otherwise) into this Agreement.
12.4 Each party acknowledges that in entering into this Agreement it has not relied on any express or implied representation, warranty, assurance, covenant, collateral agreement or undertaking (whether made negligently or innocently) not set out in this Agreement. Each party waives all rights and remedies which, but for this clause 12.4, might otherwise be available to it in respect of such representation, warranty, assurance, covenant, collateral agreement or undertaking. However, nothing in this clause 12.4 limits or excludes any liability for fraud.
12.5 No provision of this Agreement creates a partnership between the parties or makes a party the agent of the other party for any purpose. A party has no authority to bind, to contract in the name of or to create a liability for the other party in any way or for any purpose.
12.6 Except as expressly provided in this Agreement, no provision of this Agreement is enforceable by any person who is not a party to it. The parties may without limit or restriction vary this Agreement or any provision of it which may be enforced by a third party or otherwise amend this Agreement in such a way as to extinguish or alter the third party’s entitlement under any such provision without the consent of that third party.
12.7 If any provision of this Agreement, or any part of a provision of this Agreement, is found to be illegal, invalid or unenforceable the remaining provisions, or the remainder of the provision concerned, shall continue in effect. If any provision of this Agreement is or becomes invalid or unenforceable (whether wholly or partly) but it would be valid or enforceable if deleted in part or reduced in application, then the provision shall apply with the minimum deletion or modification necessary to make it valid or enforceable.
12.8 A failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.
12.9 Any date or period mentioned in this Agreement may be extended by agreement between the parties.
12.10 The express rights and remedies provided in this Agreement do not exclude any other rights or remedies provided by law, except to the extent that the rights and remedies of a party are expressly excluded or restricted by the terms of this Agreement.
12.11 This Agreement is binding on and shall apply for the benefit of the parties’ personal representatives, successors in title and permitted assignees.
12.12 This Agreement may be executed in any number of counterparts, each of which when executed and delivered is an original, but all the counterparts together constitute the same document.
12.13 This Agreement shall be governed by and construed in accordance with the DIFC law and each of the parties submits to the exclusive jurisdiction of the DIFC Courts.
Appendix 1
Description of Services
The following services (the Services) relating to the Property and the Company will be provided by Baytuki to the Company in accordance with this Agreement by way of the management of the following functions of the Company:
a. Dealing with management of the statutory books and all other regulatory filings of whatever nature of the Company;
b. Dealing with any voting process required for the Company via the Platform or any other 3rd party tool,, such as determining exit, changing property managers, or any other strategic decision that needs to be made by the shareholders of the Company namely the Investors;
c. Appointed as an agent by the Company to enter into and administrate property management agreements for the Property
d. Aggregating information to report back to the Investors through the Platform
e. Controlling funds of the Company for the purpose of funding purchases
f. Controlling funds of the Company for the purpose of collecting rent money, paying of Expenses and Third-Party Costs and distribution of dividends
g. Procuring and administrating appropriate property insurance
h. Representing Investors in any disputes related to the Property
i. Appointing an independent valuer to undertake a valuation of the Property as and when required; Appointing an agent to sell the Property (where instructed to do so by the Company); and
j. Others
SCHEDULE 2 – Standard Articles of Association for Private Companies
The relevant SPV
An Intermediate Special Purpose Vehicle Limited by Shares
1. INTERPRETATION
In these articles:
(i) the following terms shall have the meanings set opposite, if not consistent with the subject or context;
‘Articles’ means these Articles of incorporation of the Company.
‘Board’ means the board of Directors of the Company.
‘Directors’ means the directors for the time being of the Company or, as the case may be, those directors assembled as a board or as a committee of the board.
‘Incorporator’ means a person who agrees to subscribe for Shares in the Company and to whom Shares are allotted and issued upon incorporation of the Company.
‘Law’ means the Companies Law No. 5 of 2018 including any statutory modification or re-enactment thereof for the time being in force.
‘Office’ means the registered office of the Company.
‘the holder’ means in relation to shares means the Shareholder whose name is entered in the register of Shareholders as the holder of the shares.
‘Ordinary Resolution’ means a resolution of a duly constituted general meeting of the Company’s Shareholders passed by a simple majority of the votes cast on behalf of the shares entitled to vote through or on behalf of the Shareholders present in person or by proxy and voting at the meeting. It includes any unanimous written resolution of the holders of shares entitled to vote, expressed to be an ordinary resolution.
‘Register of Directors’ means the register or the Directors of the Company.
‘Register of Shareholders’ means the register of Shareholders of the Company.
‘Regulations’ means legislation made by the Board of Directors of the Dubai International Financial Centre Authority under the Law and are binding in nature.
‘Baytuki Director’ means each director appointed by Baytuki.
‘Secretary’ means the secretary of the Company, if any, or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.
‘Shareholder’ has the same meaning as in the Law.
‘Shares’ means shares in the Company.
‘Baytuki’ means Baytuki Tech Ltd, a company limited by shares incorporated in the DIFC with registered number CL 4500 based at Unit 201, Level 1, Gate Avenue – South Zone, DIFC, Dubai, UAE. and licensed by the DFSA to operate a crowdfunding platform.
‘Special Resolution ‘means a resolution in respect of which notice of intention to propose the resolution has been given, and that has been passed by the positive vote of Shareholders holding at least 75% of the shares entitled to vote on the resolution.
‘Secretary’ means the Secretary of the Company or any other person appointed to perform the duties of the Secretary of the Company, including a joint, assistant or deputy Secretary.
‘Transmittee’ means a person entitled to a Share by reason of the death or bankruptcy of a Shareholder or otherwise by operation of law.
(ii) unless the context otherwise requires, words or expressions defined in the Law, shall have the same meanings herein but excluding any statutory modification thereof not in force when these Articles become binding on the Company;
(iii) unless the context otherwise requires:
(a) words in the singular shall include the plural and vice-versa;
(b) words in the masculine shall include the feminine; and
(c) words relating to natural persons shall include companies, entities, associations or bodies of persons whether incorporated or not.
(iv) the word “may” shall be construed as permissive and the word “shall” as imperative.
(v) the headings herein are for convenience only and shall not affect the construction of these Articles;
(vi) reference to a “Dollar” or “Dollars” (or “US$”) are references to Dollars, legal currency of the United States of America;
(vii) references in these Articles to “writing”, in relation to any document, instrument, certificate, notice, register or communication means a legible form of the information that is capable of being reproduced in tangible form, in any medium (including electronic means). For the avoidance of doubt, the Company may, with the consent of a Shareholder, communicate with that Shareholder by electronic means.
(viii) references to statutes are, unless otherwise specified, references to the laws, regulations and other statutes of the Dubai International Financial Centre and, subject to paragraph (B) above, include any modification or re-enactment thereof for the time being in force; and
(ix) where an Ordinary Resolution is expressed to be required for any purpose, a Special Resolution is also effective for that purpose.
2. COMPANY NAME
The Company’s name is ‘Relevant SPV’.
3. COMPANY REGISTERED OFFICE
The Registered office of the Company will be situated in the Dubai International Financial Centre.
4. COMPANY OBJECTIVES
The sole business activity of the Company as described under the Commercial License issued to the Company is:
a Crowdfunding Structure ,which is a structure of one(1) or more persons established for the purpose of holding asset(s) invested into through a Crowdfunding Platform that is operated by a Crowdfunding Operator licensed by the DFSA;
in accordance with the Law, Regulations and any other DIFC laws or laws applicable in the DIFC.
5. LIABILITY OF SHAREHOLDERS
The liability of Shareholders is limited to the amount, if any, unpaid on the Shares held by them in the Company.
6. SHARE CAPITAL
A. The authorised share capital of the Company is One hundred Dollars (US$ 100.00)] divided into one million class A Ordinary Share(s) of Dollars (US$ 0.0001)] each.
B. No Share shall be issued for less than its nominal value.
C. The initial share capital of the Company is one hundred Dollars (US$ 100.00)] represented by One million class A Ordinary Share(s) of Dollars (US$ 0.0001)] each.
7. COMPANY’S SHARES
A. Subject to the provisions of the Law and these Articles:
(i) without prejudice to any rights, entitlements or restrictions attached to any existing Shares, any Share may be issued with such rights, entitlements or restrictions as the Company may by Ordinary Resolution determine.
(ii) the Company may issue, or convert existing non-redeemable Shares, whether allotted or not, into redeemable Shares, on such terms and in such manner as the Board may determine.
B. No person shall be recognised by the Company as holding any Share upon trust and, except as otherwise provided by these Articles and by the Law, the Company shall not be bound by or recognise any interest in any Share except an absolute right of ownership.
8. CLASSES OF SHARES
A. If the share capital of the Company is divided into different classes of Shares, the rights attached to any class may, be varied through a Special Resolutions passed by the holders of the Shares of that class, or any other class of Shares affected by the change.
B. The rights attached to any class of Shares issued with preferred or other rights shall, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking equally with the first-mentioned Shares.
9. SHARE CERTIFICATES
A. Upon a person becoming the holder of any Shares, the Company shall upon a request of the holder, issue to the requesting Shareholder, free of charge, one (1) or more share certificates for the Shares held by the Shareholder.
B. Every share certificate must specify:
(i) the number of Shares;
(ii) the class of Shares;
(iii) the nominal value of the Shares;
(iv) the amount paid up on the Shares; and
(v) any distinguishing numbers (if any) assigned to the Shares.
C. A single share certificate shall not be issued in respect of more than one (1) class of Share.
D. If more than one (1) person holds a Share jointly, only one (1) share certificate may be issued and delivery of a share certificate to one (1) joint holder shall be a sufficient delivery to all of them.
E. If a share certificate is damaged, defaced lost or destroyed, that Shareholder is entitled to be issued with a replacement share certificate in respect of the same Shares, and:
(i) may request a single share certificate or separate share certificates to be issued;
(ii) shall return the damaged or defaced share certificates (if any) to the Company; and
(iii) shall comply with such conditions as to evidence, indemnity and the payment of a reasonable fee as the Directors may determine.
10. LIEN OVER PARTLY PAID SHARES
A. The Company has a lien over every Share that is not fully paid for all amounts payable to the Company (whether presently payable or not) in respect of that Share.
B. The Directors may at any time declare any Share to be wholly or partly exempt from the Company’s lien.
C. The Company’s lien on a Share:
(i) takes priority over any third party’s interest in that Share; and
(ii) extends to any amounts payable in respect of it.
D. The Company may sell any Share it has a lien over, if a sum is payable on the Share and is not paid within fourteen (14) days’ from the date on which notice was given to the Shareholder of the Share or to the person entitled to it by reason of the Shareholder’s death, bankruptcy or otherwise, demanding payment and stating that if the notice is not complied with the Shares may be sold.
E. The Directors may authorise a person to execute an instrument of transfer of the Shares to the purchaser or a person nominated by the purchaser. The purchaser’s (or its nominee’s) title to the Shares shall not be affected by any irregularity or invalidity in relation to the sale.
F. The net proceeds of any such sale, shall be applied in payment of the amounts payable to the Company under the lien at the date of enforcement, and any remainder shall (subject to a like lien for any moneys not presently payable on the Shares before the sale) be paid to the Shareholder entitled to the Shares immediately prior to the sale.
11. CALLS ON SHARES AND FORFEITURE
A. Subject to the terms of allotment, the Directors may make calls upon the Shareholders in respect of any moneys unpaid on their Shares and each Shareholder shall (subject to receiving at least fourteen (14) clear days’ notice specifying when and where payment is to be made) pay to the Company, as required by the notice, the amount called on the Shares. A call may be required to be paid by instalments.
B. The Directors may, in whole or in part, revoke or postpone a call.
C. Shareholders shall remain liable for calls made upon them notwithstanding the subsequent transfer of the Shares in respect of which the call was made.
D. A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.
E. The joint holders of a Share shall be jointly and severally liable to pay all calls in respect of the Share.
F. If a call remains unpaid after it has become due and payable, the Shareholder is liable to pay interest on the amount unpaid from the day it became due and payable until it is paid, at the rate:
(i) fixed by the terms of allotment of the Share;
(ii) specified in the notice of the call; or
(iii) the Directors may determine (which shall not exceed 10% per annum), but the Directors may waive payment of the interest wholly or in part.
G. An amount payable in respect of a Share on allotment or at any fixed date, or as an instalment of a call, shall be deemed to be a call and if it is not paid, the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call duly made and notified.
H. The Directors may, on the issue of Shares, differentiate between the Shareholders as to the amount of calls to be paid and the times of payment.
I. The Directors may, if they think fit, receive from a Shareholder the whole or a part of the amount remaining unpaid on Shares held by the Shareholder, although no part of that amount has been called up. The Directors may authorise the Company to pay interest on the amount so received, until the amount becomes payable at a rate agreed between the Directors and the Shareholder, which shall not exceed ten per cent (10%) per annum (unless the Company at a general meeting directs otherwise).
12. TRANSFER OF SHARES
A. The instrument of transfer of a Share may be in any form which the Directors may approve and shall be executed by or on behalf of the transferor and, if the shares are partly paid, the transferee.
B. The Directors may refuse to register the transfer of a Share if the Share is not fully paid or the instrument of transfer, the share certificate and any other evidence that the Directors may reasonably require, are not duly filed at the registered office or the office of the agent that maintains the Register of Shareholders.
C. If the Directors refuse to register a transfer of a share, they shall within fourteen (14) days notify the transferee and transferor accordingly.
D. The Directors may suspend the registration of transfers of shares at such times and for such periods (not exceeding thirty days in any year), as determined by them, acting reasonably.
E. No fee shall be charged for the registration of any instrument of transfer.
F. The transferor remains the holder of a Share until the transferee’s name is entered in the Register of Shareholders as the holder of the Share.
G. The Company shall retain any instrument of transfer which is registered.
13. TRANSMISSION OF SHARES
A. If title to a Share passes to a Transmittee, the Company may only recognise the Transmittee as having any title to that Share.
B. A Transmittee who produces such evidence of entitlement to Shares as the Directors may properly require may, subject to these Articles, choose to either:
(i) become the holder of those Shares, in which case the Transmittee shall notify the Company in writing of that wish and once the Transmittee becomes the holder of the Shares has the same rights as the Shareholder had; or
(ii) have them transferred to another person, in which case the Transmittee must execute an instrument of transfer in respect of it in accordance with article 12.
C. The Transmittee shall only have the right to attend and vote at a general meeting or agree to a written resolution when the Transmittee becomes the holder of the Shares.
D. Any transfer made or executed under this article is to be treated as if it were made or executed by the person from whom the Transmittee has derived rights in respect of the Share, and as if the event which gave rise to the transmission had not occurred.
E. If a notice is given to a Shareholder in respect of Shares and a Transmittee is entitled to those Shares, the Transmittee is bound by the notice if it was given to the Shareholder before the Transmittee’s name was entered in the Register of Shareholders.
14. ALTERATION OF SHARE CAPITAL
A. The Company may through a Special Resolution:
(i) increase its share capital by creating new shares;
(ii) consolidate and divide all or any of its shares (whether issued or not) into shares of larger amount than its existing shares;
(iii) sub-divide its shares, or any of them, into shares of smaller amount; and
(iv) cancel shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of the Company’s share capital by the amount of the shares so cancelled.
B. Any fractions of shares resulting from a consolidation of shares may be sold by the Directors on behalf of the Shareholders and the net proceeds distributed proportionately amongst those Shareholders.
C. The Company may, in accordance with the Law, reduce its share capital in any way and on such terms as it may decide.
15. PURCHASE OF OWN SHARES
Subject to the provisions of the Law, the Company may purchase its own shares.
16. GENERAL MEETINGS
A. The Directors may call, and on the requisition of Shareholders in accordance with the Law, shall call general meetings.
17. REQUISITION AND NOTICE OF GENERAL MEETINGS
A. Subject to the Law, an annual general meeting shall be called by at least 21 days’ notice to all the Shareholders, the Directors and auditors.
B. Such notice of general meeting shall specify the time and place of the meeting and the general nature of the matters to be considered. A notice of meeting in respect of an annual general meeting shall in addition specify that it is in respect of an annual general meeting.
C. The proceedings of a meeting are not invalid solely because of the inadvertent failure to give notice of the meeting to, or the failure to receive notice of a meeting by, any person entitled to receive such notice.
18. PROCEEDINGS AT GENERAL MEETINGS
A. Except in the case of the Company having a single Shareholder, in which case resolutions will be adopted in writing by the single Shareholder, no meeting shall take place unless a quorum is present. Two persons entitled to vote shall constitute a quorum.
B. A person is able to exercise the right to speak at a general meeting when that person is in position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
C. A person is able to exercise the right to vote at a general meeting when:
(i) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and
(ii) that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
D. The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
E. In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.
F. Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.
G. If a quorum is not present within half an hour from the time stated for the meeting, the meeting shall be adjourned to a place and time determined by the directors. If during the meeting a quorum ceases to be present the meeting shall be adjourned to a place and time determined by the directors.
H. The chairman of the board of Directors shall chair the meeting. If the chairman of the board of Directors is not present or willing to act within fifteen minutes of the stated time for commencement of the meeting, and in the absence of a nominee, another Director elected by the Directors present shall chair the meeting. If no Directors are present or willing to chair the meeting, then the Shareholders shall elect one of their number to chair the meeting.
I. Regardless of whether he is a Shareholder, a Director is entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the Company.
J. The chairman may adjourn the meeting with the consent of the majority of the votes at the meeting. No matters shall be considered at an adjourned meeting other than matters that might have been considered at the meeting had the adjournment not taken place. It is not necessary to give notice of the adjourned meeting unless the meeting was adjourned for fourteen days or more, in which case at least seven days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the matters to be considered.
K. The entry in the minutes of the meeting of declaring that certain matters have been resolved shall be conclusive evidence of the result of the resolution.
L. A resolution may be passed in writing in accordance with the Law. Any resolution passed in writing shall be in a form approved by the Board.
19. VOTES OF SHAREHOLDERS
A. On a show of hands, every Shareholder present, including the representative of a body corporate Shareholder, shall have one vote. On a poll, every Shareholder shall have one vote for every share held. This Article is subject to any rights or restrictions attached to any shares.
B. Joint Shareholders may only exercise one vote or one vote per share as the case may be. If more than one vote is cast by joint Shareholders, only the vote of the joint Shareholder whose name appears first on the register of Shareholders shall be taken into account.
C. Where a Shareholder has had a personal representative appointed because of some physical or mental disability, that personal representative may exercise the voting rights of the Shareholder if the personal representative has given notice to the directors in writing in the form of proxy used by the Company and within the time limit for filing proxies prior to any meeting being held or vote being taken.
D. No objection may be raised to the right of any voter except at the meeting at which the voter is to vote. The decision of the chairman in respect of any objection or the right of any voter shall be final.
E. A Shareholder may vote on a poll by proxy.
F. An instrument appointing a proxy shall be in writing in a form approved by the Company and distributed with the notice of a meeting. The form approved and distributed by the Company must include a section allowing the Shareholder to direct the proxy on how the proxy shall act.
G. The instrument appointing a proxy must be deposited at the registered office of the Company at least 48 hours before the time at which the meeting at which the proxy is to be exercised is to be held. In the case of a poll not being taken immediately but some time after it is demanded, the instrument appointing a proxy may be deposited at the poll with the chairman, secretary or any Director or at any time before the poll at the registered office of the Company.
H. A vote given or poll demanded by proxy is valid notwithstanding the determination of the Shareholder who appointed the proxy unless the Company receives notice from the Shareholder in writing prior to the vote being taken or the poll being demanded.
20. NUMBER OF DIRECTORS
A. The Company shall have at least one directors.
B. All of the Company’s directors from time to time shall be appointed be officers of Baytuki.
21. ALTERNATE DIRECTORS
A. Any Director may appoint any other Director or any other person approved by the Directors to act as his alternate and may remove the alternate Director so appointed. The alternate Director shall perform all the functions of his appointer as a director but is not entitled to remuneration for his services.
B. An alternate Director shall be given notice of all meetings of which his appointor is entitled to receive notice and is entitled to attend and vote at such meetings.
C. An alternate Director holds office for as long as his appointor holds office unless he is removed by written instrument by his appointor.
D. Any appointment or removal of an alternate Director shall be given to the secretary of the Company. (if one (1) has been appointed) or to a Director of the Company.
E. Unless otherwise provided, an alternate Director shall not be regarded as the agent of his appointor but shall be responsible for his acts or omissions.
22. POWERS OF DIRECTORS
A. Subject to the Law and these Articles the business of the Company including purchasing and selling of properties on behalf of the shareholders shall be managed by the Directors. No subsequent amendment to these Articles shall invalidate any act of a Director or the Directors.
B. The Directors may appoint a person to be the agent of the Company.
23. DELEGATION OF DIRECTORS’ POWERS
A. The Board may delegate any of its powers:
(i) to such person or committee;
(ii) by such means;
(iii) to such extent;
(iv) in relation to such matters or territories; and
(v) on such terms and conditions, as they think fit.
B. If the Board so specifies, any such delegation may authorise further delegation of the Directors’ powers by any person or committee to whom they are delegated.
C. The Board may revoke any delegation in whole or in part, or alter its terms and conditions.
24. APPOINTMENT AND RETIREMENT OF DIRECTORS
The Shareholders may, by Special Resolution, direct the Directors to take, or refrain from taking, specified action. No such Special Resolution shall invalidate anything that the Directors have done before the passing of the resolution.
25. APPOINTMENT OF DIRECTORS
A. A Director shall remain in office, if so willing, unless and until he or she
(i) automatically ceases to be a Director by operation of Article [21] (Disqualification of a Director);
(ii) retires or resigns as a Director by giving written notice to the Board;
(iii) is replaced by the party having the right to appoint him or her; or
(iv) is removed as a Director by an amendment to these Articles, in such form as may be approved by the Board.
B. No other appointment of a Director shall be effective unless by amendment to these Articles in a form approved by the Board.
26. DISQUALIFICATION AND REMOVAL OF DIRECTORS
A Director’s office is automatically vacated if he:
(i) is prohibited by the Law or Regulations from being a Director;
(ii) becomes bankrupt;
(iii) is, by virtue of any mental or physical disability, incapable of acting;
(iv) without permission, does not attend three successive meetings of the board of Directors;
(v) resigns his or her office by notice to the Company; or
(vi) is removed by Ordinary resolution of the Company.
27. REMUNERATION AND EXPENSES OF DIRECTORS
The directors shall receive such remuneration as the Company determines by resolution and shall receive payment for all monthly expenses incurred in association with the carrying out of their duties as directors.
28. DIRECTORS’ APPOINTMENTS AND INTERESTS
Subject to the Law and Regulations, the Directors may appoint one or more of their number to the office of managing Director or to any other executive office under the Company. Such appointment, agreement or arrangement may be made upon such terms as the Directors determine.
29. DIRECTORS’ GRATUITIES AND PENSIONS
The Directors may provide benefits, including gratuities and pensions, of any kind for any present or past Director and for any Shareholder or his family.
30. PROCEEDINGS OF DIRECTORS
A. Subject to the provisions of these Articles, the Directors may regulate their proceedings as they think fit. A Director may, and the Secretary (if one (1) has been appointed) at the request of a Director shall, call a meeting of the Board.
B. Any matters arising at a meeting shall be decided by a majority of votes with the chairman having a second or casting vote in the case of equality of votes.
C. The quorum for the transaction of the business of the board of Directors shall be two or any other number fixed by the Directors.
D. If the number of Directors is less than the number fixed as the quorum, the continuing Directors or Director may act only for the purpose of filling vacancies or of calling a general meeting.
E. The Directors shall appoint one of their number to be the chairman of the board of Directors who shall preside at all meetings and may at any time remove him from that office. If there is no Director holding that office, or if the Director holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the Directors present may appoint one of their number to be chairman of the meeting.
F. All acts done by a meeting of Directors, or of a committee of Directors, or by a person acting as a Director shall be valid, notwithstanding any defect in his appointment or his disqualification from holding office, or that he was not entitled to vote, being discovered afterwards.
G. A decision of the Directors is taken in accordance with this article when eligible Directors indicate to each other by any means that they share a common view on the matter. Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible Director or which each eligible Director has otherwise indicated agreement in writing. References in this article to eligible Directors are to Directors who would have been entitled to vote on the matter had it been proposed as a resolution at a Director’s meeting and the eligible Directors would have formed a quorum at such a meeting.
H. If in the opinion of the chairman a matter required to be determined by the Directors is sufficiently urgent, the matter may be submitted to the Directors for consideration and provided that Directors constituting a quorum of a duly convened meeting either agree:
(i) with the proposed resolution of the matter; or
(ii) that the matter may be resolved in accordance with the decision of the majority of the Directors constituting a quorum, in the event of disagreement amongst the Directors, and the matter shall be resolved in accordance with those communications (however made). Any decision made pursuant to this article will be notified to any Director who did not participate in the decision within two (2) days.
I. Any Director may validly participate in a Directors meeting through any means approved by the Board, provided that all the Directors participating in the meeting are able to hear and speak to each other during such a meeting. A Director participating (other than in person) shall be deemed to be present in person at the meeting, shall be counted in the quorum and be entitled to vote. Such a meeting shall be deemed to take place where the largest group of participants is assembled, failing which the meeting is deemed to take place where the chairman is physically located.
31. CONFLICT OF INTEREST
A. Subject to the provisions of the Law, and provided that the Director has disclosed the nature and extent of any material interests to the other Directors, a Director may be a party to, or interested in, any actual or proposed transaction or arrangement with the Company or in which the Company is interested.
B. For the purpose of this article:
(i) a general notice given to the Directors that a Director is to be regarded as having an interest of the nature and extent specified in the notice, in any transaction or arrangement in which the Company is interested, shall be deemed to be sufficient disclosure; and
(ii) an interest of which a Director has no knowledge and of which it is unreasonable to expect the Director to have knowledge shall not be treated as an interest of the Director.
C. A Director shall not vote at a meeting of Directors on any resolution concerning a matter in which the Director has a direct or indirect interest.
D. For the purposes of this article, an interest of a Director includes an interest of any person who is connected to the Director.
E. A Director shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.
F. The Company may by Ordinary Resolution suspend or relax any provision of these Articles prohibiting a Director from voting at a meeting.
G. The chairman of the meeting shall rule on any question arising at a meeting on the right of a Director, other than himself, to vote and his ruling shall be final and conclusive.
H. The Directors at the meeting shall rule on a question arising at a meeting on the right of the chairman to vote, for which purpose the chairman is not to be counted as participating in the meeting for voting or quorum purposes.
32. SECRETARY
Subject to the Law, the secretary shall be appointed and removed by the directors who shall decide on the terms, remuneration and conditions of appointment.
33. MINUTES
The directors shall cause minutes to be kept for recording:
A. all appointments of officers made by the directors; and
B. all proceedings at general meetings of the Company’s Shareholders; of the holders of any class of shares in the Company; and of the directors, and of committees of directors, including the names of the directors present at each such meeting.
34. DIVIDENDS
A. Subject to the provisions of the Law, the Company may by ordinary resolution declare dividends in accordance with the respective rights of the Shareholders, but no dividend shall exceed the amount recommended by the directors.
B. Subject to the provisions of the Law, the directors may pay interim dividends if it appears to them that they are justified by the profits of the Company available for distribution. If the share capital is divided into different classes, no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. Provided the directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.
C. The directors may recommend and a general meeting declare that a dividend may be satisfied wholly or partly by the distribution of assets. Where any difficulty arises in regard to the distribution, the directors may determine the method of settlement.
D. Any dividend or other moneys payable in respect of a share may be paid by cheque sent by post to the registered address of the person entitled. If two or more persons are the holders of the share or are jointly entitled to it, to the registered address of that person who is first named in the register of Shareholders or to such person and to such address as the person or persons entitled may in writing direct. Every cheque shall be made payable to the order of the person or persons entitled, or to such other person as the person or persons entitled may in writing direct, and payment of the cheque shall be a good discharge to the Company. Any joint holder or other person jointly entitled to a share as aforesaid may give receipts for any dividend or other moneys payable in respect of the share.
E. No dividend or other moneys payable in respect of a share shall bear interest unless otherwise provided by the rights attached to the share.
F. Any dividend which has remained unclaimed for twelve years from the date when it became due for payment shall, if the directors so resolve, be forfeited and cease to remain owing by the Company.
35 ACCOUNTS AND AUDIT
A. No Shareholder shall have any right of inspecting any accounting records or other book or document of the Company except as conferred by law or authorised by the directors or by the Company.
B. The Company shall appoint auditors to examine the accounts and report on them in accordance with the Law.
36. CAPITALISATION OF PROFITS
The directors may with the authority of the Company:
A. except as hereinafter provided, resolve to capitalise any undivided profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of the Company’s share premium account or capital redemption reserve;
B. appropriate the sum resolved to be capitalised to the Shareholders who would have been entitled to it if it were distributed by way of dividend and in the same proportions and apply such sum on their behalf in allotting any shares or debentures not issued as fully paid up, shares or debentures of the Company of a nominal amount equal to that sum. The share premium account, the capital redemption reserve, and any profits which are not available for distribution may, for the purposes of this regulation, only be applied in allotting shares not issued to Shareholders as fully paid;
C. make by payment in cash or otherwise as they determine in the case of shares or debentures becoming distributable under this regulation in fractions; and
D. authorise any person to enter into a binding agreement with the Company on behalf of all the Shareholders concerned providing for the allotment to them respectively, credited as fully paid, of any shares or debentures to which they are entitled upon such capitalisation.
37. NOTICES
A. Any notice required to be given under these Articles shall be in writing.
B. The Company may give any notice to a Shareholder:
(i) personally;
(ii) by post in a prepaid envelope addressed to the Shareholder at his registered address or by leaving it at that address.
(iii) in electronic form to an address nominated by the Shareholder and is treated as being delivered at the time it was sent; or
(iv) by any other means agreed between the Shareholder and the Company.
This article does not affect any provision in any law or these Articles requiring notices or documents to be delivered in a particular way.
C. In the case of joint holders of a Share, all notices shall be given to the joint holder whose name stands first in the Register of Shareholders in respect of the joint holding and notice so given shall be sufficient notice to all the joint holders.
D. A person present, either in person or by proxy, at any meeting shall be deemed to have received notice of the meeting.
E. Every person who becomes entitled to a share shall be bound by any notice in respect of that share.
F. Proof that an envelope containing a notice was properly addressed, prepaid and posted is conclusive evidence that the notice was given 48 hours after it was posted. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted. A notice delivered by electronic means shall be deemed to have been delivered on transmission of the relevant electronic message.
G. Proof that an electronic transmission was sent is evidence that the notice was delivered at the time it was sent.
H. A notice may be given by the Company to the persons entitled to a share in consequence of the death or bankruptcy of a Shareholder by sending or delivering it, at the address, supplied for that purpose by the persons claiming to be so entitled. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.
38. INDEMNITY
The Company shall indemnify every director or other officer or auditor of the Company in respect of any liability incurred in defending any proceedings to the extent allowed by the Law.
39. AMENDMENT OF THESE ARTICLES
These Articles may only be amended through a Special Resolution adopted in an extraordinary Shareholders’ meeting.
RISK ACKNOWLEDGEMENT FORM
WARNING!
This investment is risky.
Don’t invest unless you can afford to lose all the money you pay for this investment.
1. Risk acknowledgment
1.1 Risk of loss – You understand that this is a risky investment and that you may lose all the money you pay for this investment.
1.2 No income – You understand that you may not earn any income, such as dividends or interest, on this investment.
1.3 Liquidity risk – You understand that you may never be able to sell this investment.
1.4 Lack of information – You understand that you may not be provided with any ongoing information about the issuer and/or this investment.
2. No approval and no advice
2.1 No approval – You understand that this investment may not have been reviewed or approved in any way by a securities regulator.
2.2 No advice – You understand that you will not receive advice about your investment.
3. Limited legal rights
3.1 Limited legal rights – You understand that you will not have the same rights as if you purchased under a prospectus or through a stock exchange.
If you want to know more, you may need to seek professional legal advice.
4. Purchaser’s acknowledgement
4.1 Investment risks – You have read this form and do you understand the risks of making this investment.
4.2 Offering document – Before you invest, you should read the offering document carefully. The offering document contains important information about this investment. If you have not read the offering document or if you do not understand the information in it, you should not invest.
You have read and do you understand the information in the offering document.
Electronic signature: By clicking the [agree] button, you acknowledge that you are signing this form electronically and agree that this is the legal equivalent of your handwritten signature. You will not at any time in the future claim that your electronic signature is not legally binding. The date of your electronic signature is the same as your acknowledgement.
5. Additional information
5.1 You have 48 hours after the funding period is over to cancel your purchase by sending a notice to hello@baytuki.ae