Last Updated: October 26, 2023
Venturallies OÜ (hereinafter "Venturallies," "we," "us," or "our") operates an online real estate crowdfunding platform ("the Platform") accessible at [www,venturallies.com], connecting investors with carefully vetted real estate investment opportunities. These Terms & Conditions ("Terms") govern your access to and use of the Platform, including any investments made through it.
By registering for an account, accessing, or using our Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any other policies or guidelines referenced herein. If you do not agree to these Terms, you may not access or use the Platform.
1. Definitions
Platform: The Venturallies website, applications, and associated services through which investment opportunities are presented and managed.
Investor(s): Any individual or legal entity that registers an account on the Platform and uses it to view or make investments.
Project(s): Real estate investment opportunities presented on the Platform, typically located in politically stable African countries.
Investment: The financial commitment made by an Investor into a Project through the Platform.
EU Resident: A natural person or legal entity whose primary residence or registered office is located within the European Union.
KYC/AML: Know Your Customer / Anti-Money Laundering procedures.
2. Eligibility to Invest
2.1. To register an account and invest through the Venturallies Platform, you must meet the following criteria: a. You must be at least 18 years old and have the legal capacity to enter into binding contracts. b. You must be a resident within the European Union (EU) at the time of registration and for the duration of your investments. Venturallies reserves the right to request proof of EU residency at any time. Non-EU residents are not permitted to invest. c. You must provide accurate, complete, and up-to-date information during the registration and KYC/AML verification process. d. You must comply with all KYC/AML requirements as set forth by Venturallies and applicable Estonian and EU regulations.
2.2. Venturallies reserves the right to refuse registration or deny investment opportunities to any individual or entity at its sole discretion, especially if they do not meet our eligibility criteria or compliance standards.
3. The Venturallies Platform and Our Role
3.1. Facilitator Role: Venturallies acts as a facilitator, connecting Investors with real estate Project owners/developers. We do not act as an investment advisor, broker, or financial institution. 3.2. Project Sourcing & Due Diligence: a. Venturallies focuses on identifying promising real estate Projects primarily in politically stable African countries. b. All Projects undergo a careful and rigorous scrutiny process by Venturallies' internal team and external advisors. This due diligence aims to assess the Project's viability, potential returns, developer's track record, legal framework, and associated risks. c. While our aim is to ensure the lowest risk possible, it is important to understand that risk zero is impossible in any investment, especially in real estate. Our due diligence process is designed to mitigate, not eliminate, risk. d. The results of our due diligence process will be summarized and made available to Investors on the Platform for each Project. 3.3. No Investment Advice: Venturallies does not provide financial, legal, tax, or investment advice. Any information provided on the Platform, including Project descriptions, financial models, and risk assessments, is for informational purposes only and should not be construed as a recommendation or endorsement to invest. 3.4. Platform Operations: We strive to ensure the Platform is available and functional. However, we do not guarantee uninterrupted access and may suspend access for maintenance, upgrades, or other reasons without prior notice.
4. Investment Process
4.1. Account Registration: Investors must register a personal account on the Platform, providing all required information. 4.2. KYC/AML Verification: Before making any investment, Investors must complete Venturallies' KYC/AML verification process, which may include providing identity documents, proof of address, and source of funds information. Investments will not be activated until verification is complete. 4.3. Project Review: Investors can browse available Projects on the Platform. Each Project will have detailed documentation, including its business plan, financial projections, risk factors, legal structure, and Venturallies' due diligence findings. 4.4. Investment Commitment: To invest, Investors must formally commit funds to a specific Project through the Platform. This commitment is legally binding once accepted by Venturallies or the Project owner. 4.5. Funding: Upon commitment, Investors will be provided with instructions to transfer their investment funds to a designated segregated bank account managed by Venturallies or a third-party payment provider. Funds will be held securely until the Project reaches its funding target or is closed. 4.6. Investment Instrument: Upon successful funding of a Project, Investors will receive a formal investment instrument (e.g., loan agreement, equity shares, bond certificate) outlining their rights, obligations, and expected returns, typically issued by the Project-specific Special Purpose Vehicle (SPV) or directly by the developer, with Venturallies potentially acting as an administrator.
5. Risks & Disclaimers
5.1. CAPITAL AT RISK: ALL INVESTMENTS MADE THROUGH THE VENTURALLIES PLATFORM CARRY SIGNIFICANT RISK. INVESTORS MAY LOSE ALL OR A PORTION OF THEIR INVESTED CAPITAL. VENTURALLIES DOES NOT GUARANTEE CAPITAL PRESERVATION OR GENERATION OF RETURNS.
5.2. No Risk-Free Investment: As stated, risk zero is impossible. Despite our diligent scrutiny, unforeseen circumstances, market changes, or project-specific issues can impact investment performance. 5.3. Illiquidity: Investments in real estate crowdfunding are generally illiquid. There may be no secondary market for your investment, meaning you may not be able to sell your investment before the end of the Project term. 5.4. Loss of Capital: The failure of a Project, bankruptcy of the developer, or other adverse events could lead to a complete loss of your invested capital. 5.5. Project Delays: Real estate Projects are subject to construction delays, permitting issues, changes in market conditions, and other factors that can prolong the investment term or impact profitability. 5.6. Political & Economic Risk (Africa Focus): While Venturallies targets politically stable countries in Africa, investments in emerging markets inherently carry higher political, economic, and currency risks compared to developed markets. Changes in government policies, social unrest, currency fluctuations, and unexpected economic downturns can significantly impact Projects. 5.6. Currency Risk: Investments may be in local currency, and returns converted to EUR, exposing Investors to currency exchange rate fluctuations. 5.7. Regulatory Risk: Changes in Estonian, EU, or local African regulations could impact the structure or profitability of Projects. 5.8. Lack of Diversification: Concentrating investments in a single Project or a few Projects increases risk. Investors are encouraged to diversify their portfolios. 5.9. Reliance on Project Owner/Developer: The success of an investment is heavily reliant on the competence, integrity, and financial health of the Project owner/developer. 5.10. Your Own Due Diligence: While Venturallies performs its own due diligence, Investors are strongly advised to conduct their own independent due diligence, seek independent financial, legal, and tax advice, and thoroughly understand all project documents and associated risks before making any investment decision.
6. Fees and Charges
6.1. Venturallies charges fees for its services, which may include, but are not limited to, administration fees, origination fees, management fees, or success fees. 6.2. Any applicable fees related to a specific Project will be clearly disclosed in the Project documentation available on the Platform before you commit to an investment. 6.3. Investors may also be responsible for third-party fees, such as bank transfer fees or currency conversion charges.
7. Returns and Distributions
7.1. Expected returns and distribution schedules for each Project will be outlined in the Project documentation. These are projections and not guarantees. 7.2. Distributions (e.g., interest payments, capital repayments) will be made to Investors' registered bank accounts, typically in EUR, after any applicable fees and taxes. 7.3. Venturallies will facilitate the distribution process but is not responsible for the Project's ability to generate returns or make timely payments.
8. Investor Responsibilities
8.1. Accuracy of Information: You are responsible for ensuring that all information provided to Venturallies is accurate, complete, and kept up-to-date. 8.2. Account Security: You are responsible for maintaining the confidentiality of your account login credentials and for all activities that occur under your account. Notify Venturallies immediately of any unauthorized use of your account. 8.3. Legal Compliance: You must comply with all applicable laws and regulations, including those related to tax, anti-money laundering, and financial crime. 8.4. Financial Suitability: You acknowledge that you have assessed your own financial situation and determined that investments through Venturallies are suitable for you, considering your risk tolerance and financial objectives.
9. Data Privacy
9.1. Venturallies processes your personal data in accordance with the General Data Protection Regulation (GDPR) and Estonian data protection laws. 9.2. Our Privacy Policy, available on our website, describes how we collect, use, store, and protect your personal data. By using the Platform, you consent to such processing as described in the Privacy Policy.
10. Intellectual Property
10.1. All content on the Platform, including text, graphics, logos, software, and intellectual property, is owned by Venturallies or its licensors and is protected by copyright, trademark, and other intellectual property laws. 10.2. You may not reproduce, distribute, modify, or create derivative works from any content on the Platform without explicit written permission from Venturallies.
11. Termination
11.1. Venturallies may terminate or suspend your access to the Platform and/or your account at any time, with or without cause, and without prior notice, if we believe you have breached these Terms or any applicable laws. 11.2. You may terminate your account by contacting Venturallies support, provided that all your existing investment obligations are settled or transferred as per applicable agreements. 11.3. Clauses relating to risks, disclaimers, intellectual property, governing law, and dispute resolution shall survive any termination of these Terms.
12. Amendments to Terms
12.1. Venturallies reserves the right to amend these Terms at any time by posting updated Terms on the Platform. 12.2. We will provide reasonable notice of material changes (e.g., via email or prominent notice on the Platform). Your continued use of the Platform after such amendments constitutes your acceptance of the revised Terms.
13. Governing Law and Dispute Resolution
13.1. These Terms and your use of the Platform shall be governed by and construed in accordance with the laws of the Republic of Estonia, without regard to its conflict of law principles. 13.2. Any disputes, controversies, or claims arising out of or in connection with these Terms or your use of the Platform shall be subject to the exclusive jurisdiction of the courts of Estonia.
14. Miscellaneous
14.1. Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision shall be deemed severed from these Terms, and the remaining provisions shall continue in full force and effect. 14.2. Entire Agreement: These Terms, together with the Privacy Policy and any Project-specific documentation, constitute the entire agreement between you and Venturallies regarding your use of the Platform and supersede all prior agreements and understandings. 14.3. Force Majeure: Venturallies shall not be liable for any failure or delay in performing its obligations under these Terms caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, natural disasters, epidemics, or government actions.
Contact Information:
If you have any questions about these Terms, please contact us at: Venturallies OÜ: Harju maakond, Tallinn, Kesklinna linnaosa, Juhkentali tn 8, 10132; Email: support@venturallies.com
RISK WARNING: INVESTMENTS MADE THROUGH VENTURALLIES CARRY SUBSTANTIAL RISK, INCLUDING THE POTENTIAL LOSS OF ALL INVESTED CAPITAL. VENTURALLIES DOES NOT PROVIDE INVESTMENT ADVICE. DO YOUR OWN DUE DILIGENCE AND CONSULT WITH A QUALIFIED FINANCIAL ADVISOR IF NECESSARY.