GENERAL TERMS AND CONDITIONS OF INVESTMENT PROJECTS „BRITISH ASSET” ON WEB PORTAL www.british-asset.com
1. GENERAL PROVISIONS
1.1 . These terms and conditions („Terms“) govern mutual rights, obligations and principles of contractual relationship between the company Costa Rican B.A. Resorts Limited, with registered seat at 71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ, Company ID No. 10821473 („Company“) and you, shareholder of the Company during the investment via the „British Asset“ project, as described below („Project“).
1.2. These Terms govern especially rights and obligations between you and the Company, related to registration and use of the online system accessible through the web site of the Company www.british-asset.com (“Online system”) and subsequent use of investment projects via the Online system.
1.3. You shall be bound by these Terms since the moment of your registration in the Online system of the Company. In addition to these Terms, there are specific rights and obligations between the Company and you, as a partner participating on the Project, are stipulated in a project agreement (“Project agreement”). These Terms, the Project agreement and any other prospective future agreements together form the content of contractual relationship between you and the Company.
1.4. By a registration in the Online system you agree especially with the principles of privacy protection, with the administration of your personal data. You further agree to comply with any other terms of the Project specified in these Terms or in any other document (e.g. instructions in the Online system or in the member section).
1.5. Stipulations of the Project agreement as well as any other binding agreement concluded between you and the Company are prevailing to these Terms.
1.6. Each term beginning with a capital letter used in these Terms shall have a meaning assigned in these Terms, even in case the term is used in other documents related to you participation on the Project (especially in the Project agreement). The list of definitions can be found in article 17 of these Terms.
2. THE COMPANY
2.1. Contact e-mail address of the Company is firstname.lastname@example.org. Web site of the Project is www.british-asset.com
2.2. The Company will communicate with you via the Online system, the web site or electronic mail via the contract e-mail address. You can communicate with the Company also via correspondence address 71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ.
2.3. The Company is a Private Limited Company (LTD.) and does not provide investment services in the meaning of the European regulation of undertakings on capital markets nor investments services according to the legal regulations valid and effective in the United Kingdom of Great Britain and Northern Ireland.
2.4. Validity, interpretation and fulfilment of these Terms is governed by the law of United Kingdom of Great Britain and Northern Ireland. British courts shall have non-exclusive competence to settle any dispute, violation or any other similar matter arising in relation to these Terms.
3. THE PROJECT
3.1. The Company allows you to participate on the (British Asset) Project, which is a combination of shared co-ownership of real estate property (so called shared economy) and a financial investment to the business activities of the Company that can also generate an interesting profit.
3.2. The general principle of the Project is a consolidation of assets of individual Shareholders like you in order to purchase an Object of Investment. The Object of Investment, in which the Company invest the assets, is always a real estate property (lands, hotels, recreational real estates).
3.4. Description of the process of investment, including related rights and obligations, is stipulated in article 6 of these Terms. Individual payments, including profits, are made according to terms stipulated in article 7 of these Terms below.
4. REGISTRATION TO THE ONLINE SYSTEM ON THE WEB SITE OF THE PROJECT
4.1. In order for you to participate on the Project a registration in the Online system on the web site of the Company www.british-asset.com is required. The Online system contains a list of Investments and their status and is one of the main communication channels between you and the Company. Only natural persons older than 18 years and artificial persons are allowed to register.
4.2. A natural person Shareholder is obliged to enter his name, surname, date of birth, full address of his permanent residence, e-mail address and a phone number into the Online system during his registration.
4.3. An artificial person Shareholder is obliged to enter its name, ID number, full address of its registered seat, identification data of its statutory body, e-mail address and a phone number into the Online system during his registration. The identification data of the artificial person Shareholder’s statutory body shall be entered in the extent of data required for a natural person according to the article 4.2 above.
4.4. In case of doubts of correctness of the data entered during the registration the Company is entitled to ask you to prove their correctness and verity (including the right to request relevant documents). Should you fail to comply with such request in adequate time period set in the request, we may block or cancel your account. In case you intentionally provide the Company with inaccurate or misleading data, the Company is entitled to terminate the mutual relationship arising from these Terms and the Project agreement and to terminate your registration in the Online system.
4.5. The Shareholders have access to their data and are entitled to change them. It is however not possible to change basic data of the Shareholder in the extent of his name and date of birth or its name and ID. Shareholder currently not participating on any Investment is entitled to request its removal from the database, given the Company does not register any claims against the Shareholder. You agree with the administration of your personal data according to article 15 of these Terms by finishing your registration in the Online system.
5. ONLINE SYSTEM
5.1. The Online system is available for 24 hours a day, except for necessary system maintenance, which you shall be informed by the Company of, and except for unexpected technical problems that may occur regardless of the will of the Company.
5.2. The Company is entitled to suspend or limit the functionality of the Online system and the web site for a reason of: (i) security, (ii) danger or suspicion of its unauthorised or fraudulent use or the breach of generally binding legal regulations, (iii) danger of damage to the Company, Shareholder or a third party, (iv) breach of these Terms, Project agreement, obligations towards the Company; until the relevant reason passes over. You shall be informed of this fact according to the nature of the matter.
5.3. Should you find out the Online system may be misused, e.g. if the access password (login) is stolen, you are obliged to contact the Company and request to block the access without delay. Shareholder are allowed to access the Online system only in person. Each Shareholder is responsible for actions and instructions given via the Online system and for protection of his access information.
5.4. Individual functionalities of the Online system shall become accessible to you (especially the list of the Investments and their status) once you register in the Online system.
6. INVESTMENTS IN THE FORM OF SHARES
6.1. The Company within its operation thoroughly selects the Objects of Investment, which are subsequently presented to the Shareholders via the Online system, including particular terms of each Investment. Such Object of Investment is always a real estate property (hotels or apartment accommodation resorts). The Company selects Objects of Investment which provide a possibility of lease and therefore economical profit for the Company and the Shareholders and which are also attractive recreational real estates for the Shareholders, who decide to use the Object of Investment.
6.2. The Shareholder – user can always see currently open Investments, how many percent of the Investment is already invested by the Shareholders and what is the particular Object of Investment in the Online system. Online system includes description of each of the Investments, including the time period of the Investment and description of the Object of Investment.
6.3. Each of the Investments is divided into private shares in the Online system. Each Investment lists total number of shares, number of shares available for investment and price for each share. One share represents the lowest possible amount the Shareholder can invest in the relevant Investment.
6.4. The maximal amount of shares to be purchased by a single Shareholder is limited only by the amount of shares available for investment. In case you, as a Shareholder, are interested in already fully funded Investment, you may contact the Company in order to add you into a waiting list in case some of the Shareholders loses interest in his participation on the Investment.
6.5. The Company offers private Shares that are not publicly tradeable financial instruments on capital markets. Each private Share represents a bond certificating the Shareholder’s ownership to the share in the Costa Rican B.A. Resorts Limited, Company No. 10821473 in the nominal value of the Share. The Shares are declared in the entry of the Costa Rican B.A. RESORTS Limited in the commercial registry Companies House in the extent required by the valid Companies Act of the United Kingdom and are updated according to the legal requirements and during each emission.
6.6. The fee for issuance of each Share amount to GBP 89, when 10 and more Shares are bought, the fee amounts to GBP 49 per Share.
6.7. The Shareholder may sell the Share after at least a six months of ownership of the Share. The Company shall have the right of first offer, the Shareholder is obliged to offer the Share to the Company as a first potential buyer. Each sale of the Shares is subject to a fee in the amount of 1,9 % of the purchase price of the Share.
7. RESERVATION, CAMPAIGN, PAYMENT AND THE INVESTMENT REALISATION
7.1. There is a time-limited campaign for each Project on the Company’s web site. After you choose an Investment in the Campaign, you confirm your choice bindingly via the Online system by filling a reservation form stating a number of reserved shares. Legally binding consent with these Terms and Project agreement, which is an integral part of each particular Investment and Project, is a part of the reservation.
7.2. By agreeing with these Terms and the Project agreement an agreement on sale of shares into to the Investment and to the Project is concluded. The sale shall be executed exclusively by an electronic form in the Online system on the www.british-asset.com portal.
7.3. After the reservation the Company will send you a confirmation of the reservation and via e-mail also a call to pay the price of the shares and the fee for issuance of shares of relevant Investment including the time period for the payment not shorter than seven (7) days. By paying the full price of the shares and the fee for the issuance of the shares the appropriate amount of shares within the Campaign is reserved. In case the price of the shares is not paid within 7 days, the reservation is cancelled.
7.4. If, within the Campaign, the collection of financial funds from the Shareholders in the amount of at least 50 % of the total amount of intended Investment is not successful, the payment for the shares will be fully refunded to you without undue delay after the Campaign ends.
7.5. In case of successful collection of financial funds for the Investment each Shareholder shall receive the shares within 7 working days from the Campaign’s end physically on the address declared in the reservation form, as well as access to the member section of relevant Project in the Online system.
7.6. After the Campaign’s end (time specified on the web site) the Realisation period begins. The Realisation period takes place within several months and varies depending on the type of Investment, total amount of the Investment and complexity of its acquisition or creation of related functionalities and services. The Realisation period of every Investment is declared in the Online system and in the Project agreement. During this period the Company accepts payments for remaining shares from the Shareholder, negotiates final terms of the acquisition of the Object of Investment and procures fulfilment of other conditions of successful Investment realisation. Shareholders shall receive information on the status of the Investment realisation in the member section.
8. RIGHT TO USE THE OBJECT OF INVESTMENT
8.1. After the end of the Realisation period the operation of the Object of Investment (recreational real estate property) is commenced. Each Shareholder has a right to use the relevant Object of Investment, accommodation in the recreational real estate property. One share represents basic right to use - free accommodation for one week in the fiscal year (12 calendar months counted from the acquisition of the share and the formation of the right to use) as long as the Shareholder is the owner of the share. Alongside the right to use the Shareholder is obliged to purchase a service package (all inclusive) per each person using the free accommodation right to use the Object of Investment. Specific terms and price of the service package is explicitly declared in the description of each Investment in the Online system and in the Project agreement.
8.2. The shareholder is entitled to resell the right to use or to provide the right to use free of charge to a third party according to specific conditions of the relevant Investment specified in the Online system.
8.3. Reservation of the right to use, recreational accommodation, is done in the reservation Online system in the member section of the relevant Investment. The reservation of the right to use can be made within the Reservation period or other period specified in the Online system. The Shareholder is obliged to make the reservation of relevant dates of use no later than 12 months after the end of the Realisation period (in the fiscal year). With regard to the number of the Shareholders, each specific date shall be reserved for the first registered Shareholder for that date. The terms of reservation of individual weeks are explicitly stated in the reservation Online system and the member section of each Investment. The Company does not guarantee availability of individual dates. The Company does not provide any reimbursement to the Shareholders who failed to make their reservation in due time.
9.1. The Shareholder is entitled to a profit share in the form of dividends paid annually by the end of the fiscal, economic year. Fiscal year begins with the first month after the end of the Realisation period and after the Object of Investment is brought into service for a period of another twelve months.
9.2. Within ninety (90) days after the end of the fiscal year the Company shall issue an Annual report of economic outcome of relevant Investment in the Online system’s member section of the Investment. The payment of the dividends shall be done to the bank account you selected within 30 days from the publication of the Annual report. Accountancy and tax matters are dealt by the Shareholders themselves and the Company holds no responsibility for the due resolution of such matters.
9.3. Each share guarantees percentual share on the payment of dividends from the nominal value of the shares according to the applicable legal regulation and accountancy regulations.
10. TERMINATION OF THE OBJECT OF INVESTMENT
10.1. The Company and the Shareholders intend to operate the Object of Investment for an indefinite period as a recreational real estate property with annual payments of dividends. In case the Object of Investment, recreational real estate property, is sold, there shall be a settlement with the Shareholders.
10.2. The prospective sale or termination of operation of the Object of Investment is decided by the Company. The Company notifies the Shareholders of its intent to do so and conditions of such actions in the Online system of the relevant Investment.
10.3. The basic model of settlement with the Shareholders in case of termination of the Investment is as follows. The Company shall sell the Object of Investment for the highest possible price. The operational cost and cost related to the sale of the Object of Investment shall be deducted from the price. The remaining amount shall be divided by the number of issued shares and the result shall form a value of one share. This value will be used for settlement with the Shareholders under conditions published in the Online system of the relevant Object of Investment.
11. NOTIFICATIONS AND DELIVERY
11.1. The Company shall deliver documents to you via electronic means (especially communication system of the Online system, e-mail or other electronic media), or via common mail or currier service to the address entered into the Online system during registration, or to another address provided to the Company.
12. TERMINATION OF THE AGREEMENT
12.1. Project agreement to the Object of Investment is concluded for an indefinite period.
12.2. The contractual relationship between the Company and you according to these Terms and the Project agreement may be terminated upon a mutual agreement effective either immediately or on an agreed date, after all mutual obligations are settled. Shareholder is entitled to transfer his shares to another Shareholder including all of his rights and obligations, especially with the share on annual dividends and with the right to use according to the article 6.7 of these Terms. Contractual relationship between the original Shareholder and the Company is terminated by the settlement of all mutual obligations or transfer of the share to another Shareholder.
12.3. Should you violate the conditions defined in these Terms or in the Project agreement, the Company is entitled to unilaterally termite the contractual relationship between you and the Company in the following cases: (i) you provide the Company with false data related to the registration in the Online system; (ii) you fail to pay the price of shares for Investment, where you pledged your participation via the Online system, within set period; (iii) you fail to pay the 100% down-payment for the reserved shares within the 7 days period; (iv) you are using the Object of Investment contrary to the terms set in these Terms or the Project agreement. In case of termination of the contractual relationship by the Company for any of the reasons declared in this article 12.3 of these Terms, the Company shall not refund the Shareholder with any financial funds, as these form a contractual penalty for a breach of the contractual penalty by the Shareholder.
13. CONSEQUENCES OF THE TERMINATION OF THE AGREEMENT
13.1. The termination of the contractual obligation arising out of these Terms or the Realisation agreement does not affect rights and obligations of the Company and the Shareholder arising from the ownership of the Shares, unless these Terms state otherwise. After the termination of the contractual relationship arising out of the Terms or the Realisation agreement the use of the Object of Investment may not be requested.
13.2. After the complete termination of the contractual relationship the Company shall terminate your access to the Online system. Your rights and obligations arising from your liability for damages or from other stipulations of these Terms or the Realisation agreement, which should from its nature remain in effect even after the termination of the relationship, remain valid and enforceable.
14. DECLARATION OF THE SHAREHOLDER AND THE COMPANY
14.1. By agreeing with these Terms you declare that you are fully eligible to enter into contractual relationship with the Company arising from these Terms according to applicable legal regulations. By registration in the Online system and then again by the conclusion of the Realisation agreement you declare that any information/documents you provided to the Company are up-to-date, complete, accurate and correct and that you did not hide any substantial information, including your recent and accurate personal data. Shareholders, whose participation on a Project is connected with detention of shares, hereby explicitly declare they are familiar with Emission conditions of the shares and they agree with these conditions.
14.2. Some of Company’s expectations are presented in the description of the Investment in relation to its character. These expectations are based on the work-in-progress assumptions of the Company and serve for illustration purposes only. With regard to its general character the information declared for individual Investments in the Online system do not contain all information, that may be relevant for you to make an informed decision in relation to the Investment and it is therefore recommended to conduct thorough personal analysis of the opportunity.
14.3. The Company does not guarantee the Investment realisation. Investment realisation depends on aggregated interest of the Shareholders and if the promised funds are not collected during the Realisation period according to these Terms and the Project agreement, the Investment realisation will not occur. By agreeing with these Terms you explicitly declare that you are aware of the fact that in case the Investment is not realised due to an insufficient number of Shareholders you shall have no claims against the Company or any third person arising from such fact, except the claims explicitly stipulated in these Terms (especially the return of reservation of the shares during the Campaign period according to article 7.4 of these Terms).
14.4. The Company is not liable for any direct, indirect or consequential losses arising from the participation on the Project, except for the losses explicitly declared in these Terms or in legally binding provision of applicable legal regulation.
14.5. By agreeing with these Terms you declare you were, during the registration to the Online system and prior the conclusion of the Project agreement, informed of all facts related to the terms of the Project, including the system, amount and due date of payments required for participation in the Project, and all terms and condition regarding the Project.
15. PERSONAL DATA
15.1. By registration in the Online system you grant the Company a consent to gather, keep and administer your personal data, to copy or transcribe your identification documents or their copies provided to the Company, all of that in order for your future identification during the participation on a Project. The personal data are especially your academic degree, name, surname, address, your unique identification number in the database, date of birth, name of the company, registered seat, place of business, identification number, numbers of provided identification documents, phone number or e-mail you provide the Company with.
15.2. The consent is granted in regard to any and all data provided to the Company and is granted for an indefinite period of time.
15.3. In case of change of any of the data you are obliged to notify the Company of such change and to prove the change to the Company. You are aware and agree that your data may by processed by or shared with third subject in order to procure a due course of the Project and Investment realisation, to procure fulfilment of rights and obligations arising from these Terms and Realisation agreement, for the purpose of your identification and further for marketing purposes of the Company.
16. FINAL PROVISIONS
16.1. All legal relationships between you and the Company arising from these Terms, Project agreement and other stipulations between you and the Company shall be governed by the English law.
16.2. Should any of the stipulations of the Realisation agreement, these Terms or any other documents binding to you and the Company be considered or become invalid or unenforceable, the validity and enforceability of other stipulations shall remain intact.
16.3. Copy of these Terms is available to you in the Online system after your registration.
16.4. The shares are standardly subject to the inheritance proceedings according to the legal regulation of the state, in which the proceedings take place.
“Share” means a share representing a share on the capital of the company Costa Rican B.A. RESORTS LIMITED, registered seat at 71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ, Company No. 10821473, a bond issued by the Company, establishing Shareholder’s right to annual dividends and a right to use an Object of Investment.
“Shareholder” means an artificial or natural person participating on a Project.
“Company” means the Costa Rican B.A. Resorts Limited., with registered seat at 71-75 Shelton Street, London, England, WC2H 9JQ, Company ID No. 10821473, a company duly incorporated according to the English law.
“Project” means a community project “British Asset” run through a web portal www.british-asset.com, which is a combination of shared co-ownership of recreational real estate property (so called shared economy) and a financial investment based on a consolidation of funds of individual artificial and natural persons in order to purchase an Object of Investment by the Company and further use of the Object of Investment by the Company and individual persons participating on the Project.
“Investment” means an opportunity of investment chosen by the Company, object of which is a chosen recreational real estate property and which the Company intends to realise should the sufficient number of Shareholders promise their financial participation on the opportunity.
“Object of Investment” means a recreational real estate property which should be purchased or constructed from the funds collected through the Project.
“Campaign” means a time period during which the Investment is offered through the www.british-asset.com web page. The length of the period depends on individual Investment and shall not exceed three months.
“Investment realisation” means a process of acquisition of real estate property within a Project based on the corresponding investment of relevant Investment.
“Realisation period” means a time period specified for each Investment individually, during which the Company (i) accepts payments from the Shareholders according to their pledged participation and Project, (ii) negotiates final terms and conditions of the acquisition of the Object of Investment and (iii) procures fulfilment of other conditions of successful Investment realisation.
“Online system” means a web interface accessible after registration on the www.british-asset.com web page, which individual Shareholders gain information through on current open Investment and their status and is one of the communication channels between the Shareholders and the Company. Member section of individual Investments is a part of the Online system.
“Project agreement” means electronic agreement between a Shareholder and the Company, in which the terms and condition of the Shareholder’s participation on a specific Investment are further specified.
“Terms“ means these terms and conditions of participation on a Project.