Investor Terms & Conditions (Version: July 2025)
Important Notice
These Investor Terms and Conditions (the "Conditions") set out the legally binding agreement between each person who registers on, or otherwise accesses, the crowdfunding platform operated at https://www.bayuti.com (the "Platform") and Elite Capital and Management Services Limited (company number 10347767, authorised and regulated by the UK Financial Conduct Authority under reference 822039) (the "Service Provider").
These Conditions govern all undertakings, representations, warranties and covenants made by Investors in connection with their participation in any fundraising on the Platform. They supersede all prior terms published or communicated.
1. Definitions and Interpretation
Capitalised terms not otherwise defined in these Conditions shall bear the meanings given in the Platform glossary and associated documentation. Key definitions include:
- Investment Vehicle: Any legal entity set up to hold Investments on behalf of Investors, such as SPVs.
- Upfront Fee: A one-time fee charged on the amount invested.
- Capital Gains Fee: 15% of any realised capital gains upon property sale.
- Annual Platform Fee: 1% per annum charged on the SPV's initial capital.
- Mangopay: A regulated electronic money institution managing the Platform's payment services.
Other definitions follow those used in the UK Companies Act 2006.
2. Contractual Status and Eligibility
2.1 By pressing the "Invest" button or otherwise indicating assent on the Platform, the Investor: (a) irrevocably accepts these Conditions; and (b) agrees to be bound by the Articles and Legal Documentation.
2.2 These Conditions, the Articles, and any Shareholder Agreement constitute the full agreement between the Investor, the Company, and the Service Provider.
2.3 Investors must be over 18 and classified under the Financial Promotion Order 2005 as:
- Certified High Net Worth Individuals;
- Self-Certified Sophisticated Investors; or
- Restricted Investors.
The Platform is not open to the general public.
3. Use of Investor Information
The Investor agrees that their personal and investment information may be used by the Service Provider, its contractors, and third-party providers (e.g., Mangopay) for compliance, verification, and platform functionality.
4. Risks and Warnings
Investments are speculative and high-risk:
- There is no guarantee of returns;
- Shares may be illiquid and difficult to sell;
- Returns depend on property performance;
- Professional financial advice is recommended.
5. Application, Refusal and De-registration
The Service Provider may reject or deregister Investors without reason or compensation. These Conditions remain enforceable thereafter.
6. Investment Process
6.1 All payments must be made via the Platform using Mangopay.
6.2 No escrow arrangements apply. However, cancellation rights apply within 14 days or until the campaign closes (whichever is earlier).
6.3 Funds may be returned if closing conditions are unmet within 90 days (or extended period), minus banking fees.
7. Completion and Share Allocation
Completion of a Fundraising is conditional upon:
- Legal documents finalised;
- Relevant Investment Vehicle in place;
- Subscription funds received;
- AML and ID checks completed.
Upon completion, shares are allocated and registered. Shares are non-redeemable and non-transferable without consent.
8. Power of Attorney
The Investor appoints the Company as attorney to perform necessary investment actions. This power is irrevocable until the Investor ceases to hold shares.
9. Confidentiality
All investment-related information must be kept confidential, except where:
- Required by law;
- Shared with advisers under confidentiality;
- Consent is given.
These obligations last for 2 years post-investment.
10. Investment Fees
Upfront Fee:
- Below £20,000: 3%
- £20,000-£50,000: 2%
- Above £50,000: 1%
Annual Platform Fee: 1% of SPV's initial capital.
Capital Gains Fee: 15% on realised capital gains.
Banking Fees: Passed through at cost.
Service Provider Fee: 3% of investment (plus VAT) payable pre-completion. Remains payable even if funds are refunded due to a legal claim.
Amendments: Notice of three months required to change fees.
11. Dividends
Dividends are based on net rental income after fees and repairs. They are credited monthly to the Investor's e-wallet and may fluctuate.
12. Resale Board
- Available to eligible Investors in active SPVs.
- Share transfers require Platform approval.
- All transactions subject to compliance checks.
Buyer Fees:
- Below £20,000: 3%
- £20,000-£50,000: 2%
- Above £50,000: 1%
The Platform does not guarantee liquidity or sale prices.
13. No Guarantees
No guarantee is made regarding fundraising success or investment returns. Platform content is provided "as is."
14. Communications
All notices are sent via the Platform dashboard or email. Investors must ensure their contact details are accurate.
15. Access and Security
Investors are responsible for their login security. The Service Provider is not liable for unauthorised access unless due to gross negligence.
16. Payment Terms
Returns are paid through Mangopay. Additional costs may apply for detailed return reports.
17. Termination
Conditions remain binding until:
- The Investor ceases to hold shares;
- The Company terminates due to breach, insolvency, or non-payment.
18. Limitation of Liability
- No limits on liability for fraud or personal injury.
- Otherwise, liability capped at the invested amount.
19. Conflicts of Interest
The Company and its Associates may act for other clients or invest on their own behalf. No fiduciary duty is owed to Investors.
20. Assignment
Investors may not assign their rights without written consent. The Service Provider may assign rights to a successor.
21. Variation
Conditions may be amended with two months' notice. Continued use constitutes acceptance.
22. Severability
If any clause is held invalid, the remainder shall remain in force.
23. Indemnity
The Investor agrees to indemnify the Service Provider and affiliates for any losses arising from breach of these Conditions.
24. Governing Law and Jurisdiction
These Conditions are governed by the laws of England and Wales, with disputes subject to the non-exclusive jurisdiction of English courts.
25. Partner Information
Partners must ensure their information is accurate and up-to-date. Such information may be used by the Service Provider and shared with third parties (e.g., Mangopay) for legal and compliance purposes.
Executed and delivered electronically by the Investor upon confirmation via the Platform.