WeProperties Investor Agreement

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This Investor Agreement (the “Agreement” ) sets out the terms and conditions on which we, WeProperties Technologies Limited ("WeProperties", "we", "us" or "our"), offer investment in properties via our real estate crowdfunding platform and the contractual relationship between you and WeProperties.

WeProperties is a company with registration number 80280 based at Unit GV-00-04-01-OF-06-8, Level 1, Gate Village Building 04, Dubai International Financial Centre, Dubai, UAE.

WeProperties is authorised and regulated by the Dubai Financial Services Authority (“DFSA”) to Operate a Crowdfunding Platform under DFSA registration number F008289. The DFSA has not imposed any restrictions on the way WeProperties can provide its services. WeProperties is also registered with the DIFC Commissioner of Data Protection.

By using the Platform, you agree to be bound by the terms and conditions contained in this Agreement and the:

1. WeProperties Cookie Policy available here: (Cookie Policy)
2. WeProperties Privacy Policy available here: (Privacy Policy)

In addition, you acknowledge and agree that you have read and understood the Risk Acknowledgement Form and disclosures detailed in the disclosures page on the Platform each time before you make an Investment using the Platform.

We do not endorse or recognise any unlicensed third party real estate agents or brokers using the Platform and such users shall be prevented from using the Platform and all Investments shall be made only through WeProperties.

Please read the terms and conditions contained in this Agreement carefully before using the Platform and/or making an Investment. If you do not agree with our terms and conditions, please discontinue using the Platform.

DEFINITIONS

Administration Agreement :- means the administration agreement pursuant to which WeProperties will administer and manage an SPV for you;

AML Laws :- means the DFSA Anti-Money Laundering, Counter-Terrorist Financing and Sanctions Rulebook Module (AML) and Federal Law No. (20) of 2018 on Anti-Money Laundering and Countering the Financing of Terrorism as amended from time to time and any other applicable AML legislations, regulations, and circulars,

AML/CTF :- means anti-money laundering and counter-terrorist financing;

Articles :- means the SPV Articles of Association;

BCP :- means the WeProperties business continuity plan;

CDD :- means the customer due diligence process required under the AML Laws;

Client Money :- means the funds that Investors provide to WeProperties to make an Investment via the Platform;

Client Money Account :- means the WeProperties bank account held by FAB in which Client Money is held separate from money belonging to WeProperties;

Cooling Off Period :- means the 48 hour period from starting the time you committed to make an Investment on the Platform;

CP :- means the WeProperties cessation plan;

DEWA :- means the Dubai Electricity and Water Authority;

DFSA Client Money Provisions :- means provisions set out in Appendix 5 of the DFSA Conduct of Business Rulebook Module (COB);

DFSA Rules :- means the laws and regulations implemented by the DFSA;

DIFC :- means the Dubai International Financial Centre;

DIFC Data Protection Law :- means the Data Protection Law DIFC Law No. (5) of 2020 and the Data Protection Regulations;

Dividend :- means the periodic income generated by an Investment;

DLD :- means the Dubai Land Department;

FAB :- means First Abu Dhabi Bank PJSC;

Fees :- means the total fees and charges payable by Investors as set out on the Platform prior to agreeing to make an Investment and set out in Clause 7;

Investment :- means an investment of funds made by you to purchase, or commit to purchase, the Shares of an SPV whereby such funds shall be used by the SPV to acquire the Property and hold legal title to it for the Investment Term;

Investment Amount :- means the total value of your Investment;

Investment Round :- means the set time period in which fundraising activities are carried out on the Platform to achieve the Total Funding Target;

Investment Term :- means the period of time for the Investment;

Investors :- means the WeProperties clients that subscribe to the Shares;

Material Change :- means a change or new matter that may significantly affect the value of the Property, the ability to rent the Property or the return on the Property;

Platform :- means the WeProperties real estate crowdfunding platform, consisting of the website www.we.properties ;

Property :- means an apartment, house or building with a single discrete title deed that is used for residential purposes that is acquired by the SPV for the Investment;

Property Management Agreement :- means the terms on which the SPV will appoint a Property Manager to manage the Property;

Property Manager :- means the property manager appointed by WeProperties to manage the Property;

Secondary Market :- means a secondary transfer facility on the Platform that enables Investors to buy and/or sell Shares to each other;

Seller :- means the person or entity that is selling the Property to an SPV;

Shares :- means the shares of an SPV subscribed to by Investors pursuant to an Investment;

SPV :- means the Intermediate Special Purpose Vehicle entity incorporated and administered by WeProperties on your behalf (pursuant to the Administration Agreement) in the DIFC to acquire the Property;

Total Funding Target :- means a pre-agreed minimum amount that is required to be raised to fund the acquisition of the Property;

Wallet :- means the value of Investor funds represented in the WeProperties Account that are available to the Investor as cash;

WeProperties Account :- means a user account created on the Platform showing the Wallet and other personalised features used by Investors to make and manage their Investments;

WEPROPERTIES ACCOUNT

1. You can apply to create a WeProperties Account by completing an application on our Platform. The application may include a user verification process where additional information and documents may be requested.

2. Once we have received your application, we will undertake various checks to ensure you are eligible to use our Platform and to comply with our legal obligations. We may have to ask you for additional information or documents.

3. You must provide us with true, complete and accurate information. You must also update us with any changes to such information promptly.

4. We will let you know once we have accepted your application and opened your WeProperties Account for you. We may refuse to accept your application without giving you any explanation.

5. Your WeProperties Account will be accessible via the Platform and will present you with a personalised dashboard that includes your Wallet and other information about the Investments you make on the Platform.

6. You must only operate your WeProperties Account in your own name and not on behalf of any other person that you have not disclosed to us.

7. You must keep your WeProperties Account secure as we will act on instructions we reasonably believe to be from you. You must use up-to-date anti-virus software and ensure that any information you send to us is free from viruses. You must not introduce viruses to our Platform or other systems.

INVESTMENT ROUND

1. WeProperties will open Investment Rounds through the Platform to secure the Total Funding Target by pooling Investments from potential Investors. In exchange for the Investment, the Investors will be issued a number of Shares in the relevant SPV established to hold the Property for that Investment calculated in accordance with each Investor’s Investment.

2. By committing to make an Investment in an Investment Round, you confirm that you understand and agree to the Fees (further information on the Fees is set out in Clause 7 below).

3. If the Total Funding Target is achieved and the Investment Round completes you will be sent a share certificate representing your Share allocation in the relevant SPV established to hold the Property for that Investment. If the Total Funding Target is not achieved within the Investment Round, all committed funds will be returned, without deduction of any Fees, to your WeProperties Account. You can then choose to use the returned funds to make an Investment in another Property or withdraw the funds from your WeProperties Account entirely (subject to Clause 4.7).

DEPOSIT AND WITHDRAWAL

1. In order to commit to making an Investment, you will first have to fund your Wallet with an amount at least equal to the Investment Amount and the associated Fees, as set out in Clause 7. You will be free to fund your Wallet by transferring funds to us by bank transfer or by using debit or credit card. Funding your Wallet shall be done using the Platform. You cannot make cash deposits . We require you to use an account held with a UAE or international bank and which is maintained in your sole name or jointly with another person, or in the name of the business or organisation you represent, with an IBAN number or foreign equivalent.

2. We reserve the right to reject any funds you send to us if we are not satisfied with your compliance with our AML/CTF requirements or if you have failed to provide the right reference number at the time of transfer.

3. Once you have indicated, via the Platform, that you wish to proceed with the Investment you will not be entitled to withdraw your Investment Amount unless you have validly exercised the withdrawal rights set out in Clause 6, or the Total Funding Target is not achieved and the Investment Round is discontinued. In these scenarios, the Investment Amount will become available to you in your Wallet, and you could either withdraw these funds (subject to Clause 4.7) or make an Investment in another Property.

4. We note that all WeProperties transactions are in AED. However, you may be able to make payments to us in AED, USD or another currency. Where you choose to send us funds that are not in AED, the funds will need to be exchanged to AED and the exchange rate and any exchange and transfer fees charged by your bank, FAB or a correspondent bank are solely your responsibility. The net amount received by us will be reflected in your Wallet balance in the Platform.

5. We accept no responsibility for any foreign exchange losses and advise you to seek external advice before making any foreign currency transactions.

6. We note that the Platform may include an option to view the value of your Investment and/or Wallet balance in USD. However, this figure is indicative only to correspond to the underlying AED value of the Investment and/or funds you hold in your WeProperties Account.

7. In accordance with the DFSA’s requirements, to refund your Client Money, WeProperties will contact you to verify your refund request and complete any required AML/CTF checks before refunding the requested amounts. Such refunds will only be transferred to the original source of payment of these funds. The funds cannot be refunded to another account or card. You acknowledge that refunds will be sent to you in AED and WeProperties will bear no responsibility for any foreign exchange losses or any fees charged by your bank, FAB or any correspondent bank.

INVESTMENT TERMS

1. You agree that each time you make an Investment using the Platform the terms and conditions set out in this Agreement will apply to such an Investment.

2. Each Investment Round will include the Investment Term that is a period of time that you will agree to commit to prior to making an Investment. Prior to the end of the Investment Term, we will undertake a valuation of the Property and you and your co-Investors will be asked to vote on whether you want the SPV to sell the Property or extend the Investment Term. Please refer to Clause 15 for further details on the voting process.

3. 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 or later than previously agreed.

4. The minimum Investment Amount in some cases is AED 500, although we reserve the right to increase this amount for a range of reasons, including, for example, in the case of a higher Total Funding Target.

5. In making an Investment you agree that you have done so at your discretion based solely 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 make an Investment and you further agree that you have all the information that you deem necessary to make that decision.

6. You agree that in making an Investment through the Platform, you agree to invest in such Property through purchasing Shares in the relevant SPV. We will combine your Investment to purchase Shares with other Investors that have also made an Investment in the relevant SPV.

7. You acknowledge that investing in real estate is speculative. The market value of a Property can fall and rental income is not guaranteed. When you make an Investment, you acknowledge that you are investing for the Investment Term. You also acknowledge that it may be difficult to sell the Property at the end of the Investment Term owing to a lack of market interest or other factors.

8. Your percentage of Shares will be calculated in relation to the value of the Property, less all other relevant 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 in the relevant SPV.

9. WeProperties has the discretion to reduce the Total Funding Target for a Property at any time if it reasonably considers this is in the interest of Investors (for example, in the event that a reduced sale price is negotiated with the Seller). WeProperties reserves the right not to list a Property for sale, to decline Investments and/or bid requests via its Platform at its sole discretion.

10. Completion of an Investment Round will be conditional on the following:

    • the Total Funding Target being raised during the Investment Round;
    • you having agreed to purchase the Shares;
    • the Seller completing the sale of their Property to the SPV; and
    • WeProperties not having exercised its discretion to terminate any Property acquisition process.

11. No single Investor will be entitled to secure more than 49% of the Shares of an SPV.

12. We accept no responsibility and disclaim all liability for any information about a Property made available to you through the Platform, except to the extent set out in this Agreement.

COOLING OFF PERIOD

1. You may exercise your right to withdraw from an Investment during the Cooling Off Period which will result in your Investment Amount being made available to you in your Wallet. You will be entitled to request a refund of these funds subject to Clause 4.7.

2. If you exercise your right to withdraw from an Investment during the Cooling Off Period, you will not be entitled to any Dividend distributions, interest or other benefit and you shall only be entitled to the return of your Investment Amount.

3. The Cooling Off Period does not apply in circumstances where you have purchased Shares via our Secondary Market because you will be doing so from another Investor who has offered their Shares for sale on our Secondary Market. Consequently, the price will depend on fluctuations in our Secondary Market for example, supply and demand factors that are outside our control. All details regarding the Secondary Market will be disclosed on the Platform.

FEES

1. Investment fees: You acknowledge that WeProperties will charge you fees to purchase Shares and these will be disclosed to you on the Platform before you commit to purchasing the Shares. These fees will include, but are not limited to, WeProperties fees and, subject to the proportion of Shares you are purchasing, a range of fees directly related to the acquisition of the Property by the SPV (such as a DIFC No Objection Certificate fee and DEWA & district cooling deposits, DLD transfer fees and brokerage fees).

2. Periodic fees: You acknowledge that WeProperties will charge you periodic fees which include, but are not limited to, service charges, management fees, WeProperties annual fees (charged quarterly), maintenance charges and insurance charges. You will be provided with a full breakdown of these before you commit to purchasing the Shares and on an ongoing basis on the Platform.

3. Secondary Market fees: You acknowledge that WeProperties will charge you fees to sell your Shares on the Secondary Market and these will be disclosed to you on the Platform before you commit to selling your Shares.

4. Non-AED fund fees: You acknowledge and accept that where you transfer WeProperties any funds that are not in AED, you will be solely responsible for any exchange and transfer fees charged by your bank, FAB or a correspondent bank.

5. Further information about the Fees WeProperties will charge you in accordance with this Agreement are available on the Platform and here (FAQs) . If you have any questions about these please contact us here [email protected].

RETURN ON YOUR INVESTMENT

1. Any Dividend distributions you receive will be paid to your Wallet in AED.

2. You acknowledge that the value and timing of Dividend distributions will depend on many factors (including, but not limited to, whether there is a tenant paying rent for the Property). You also acknowledge that 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.

3. There will be a time lag of one to three months between the receipt of rent and Dividend payouts to Investors to ensure there is liquidity available to pay for any maintenance or service charges to avoid WeProperties having to request that Investors to inject further capital.

4. In certain situations, WeProperties will bear initial costs of the maintenance and other expenses that will be incurred for a Property and/or the relevant SPV. Where this occurs, you will be entitled to receive a Dividend distribution less the amalgamated expenses and other costs that had been borne by WeProperties at the time the next rental income from the tenant is received.

5. If a rental payment by a tenant is overdue the Property Manager will endeavour to recover the outstanding amounts. If after one month a tenant is still in default of the rental payment the Property Manager will advise you and your co-Investors of their recommended course of action on the Platform and by email. Courses of action may include legal proceedings against the tenant in accordance with local laws. You 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.

6. You may have to pay other taxes or costs, which are not imposed by us. You should seek your own independent financial and / or tax advice, where necessary.

MATERIAL CHANGE

1. If a Material Change occurs during the Investment Round for a Property you have agreed to make an Investment in via the Platform, WeProperties will disclose prominently on the Platform details of the Material Change, notify you of the Material Change and require you to reconfirm your commitment within 5 business days. If reconfirmation is not provided by you to us within 5 business days, WeProperties will cancel your commitment for the relevant Property and return the funds you have committed to your WeProperties Account.

2. If a Material Change occurs after the Investment Round, WeProperties will disclose prominently on its Platform details of the Material Change, any change in your rights arising from the Material Change and what steps, if any, WeProperties is proposing to take as a result.

SPV

1. WeProperties will incorporate an SPV for the purposes of holding legal title to an individual Property.

2. By entering into this Agreement, you confirm the relevant SPV will be managed by WeProperties under the Administration Agreement, subject to the Articles for the SPV.. By agreeing to the terms of this Agreement you are hereby agreeing to the terms of the Administration Agreement in relation to any Investment that you make.

3. Pursuant to this Agreement you authorise WeProperties to sign any documents for the SPV including but not limited to the Articles, relationship declaration, transfer of shares, ordinary shareholder resolution, divestment of investments and appointment of authorised signatories on your behalf.

4. You acknowledge and agree that you shall not be entitled to direct the management of the SPV as a result of your Investment including in respect of any direction to transfer or otherwise dispose of the Shares, other than as is set out in this Agreement, the Articles and the Administration Agreement.

PERIODIC STATEMENTS AND VALUATIONS

1. You will be provided with information on your Shares, including an estimated valuation of your Shares (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)) and periodic statements. However, we provide no warranty or assurances as to the accuracy of this information other than required under the DFSA Rules.

2. The basis for the latest valuation of the Property is based on readily available market data and recent transaction details available in the market. The estimated valuation will be updated once a year

AML/CTF

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. Terrorism financing is the provision of funds or providing financial support to individual terrorists or non-state actors.

2. As per the DFSA AML Rules and in accordance with UAE Federal AML Laws, WeProperties has implemented a robust AML/CTF framework to ensure that WeProperties mitigates the risk of money laundering or terrorist financing activity through the Platform. WeProperties’s AML/CTF framework includes, but is not limited to, the designation of a Money Laundering Reporting Officer, employee AML training and the implementation of a CDD process. As part of our CDD process, you will be asked to provide information and supporting documentation in order for WeProperties to verify your identity and your sources of wealth and income. Until you provide the information or documents and your identity has been verified, you may not be able to open an account or effect any transactions through the Platform.

CLIENT MONEY

1. In accordance with the DFSA Rules, we are required to ensure that Client Money received by us will be held by us in accordance with the DFSA Client Money Provisions and the provisions of this Agreement. There are different ways in which this can be achieved. Currently we use a segregation method which means that all Client Money received by us that corresponds to us providing the Platform by you and other Investors are separated from our own funds and are deposited into accounts known as safeguarding accounts at authorised credit institutions or banks.

2. 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 Client Money is deposited and for the arrangements for holding Client Money, but we shall not be responsible for any acts, omissions or default of any such credit institution or bank.

3. In the event of our insolvency, winding up or other Distribution Event (as defined by the DFSA Rules), Client Money will be subject to the DFSA’s Client Money Distribution Rules (as defined by the DFSA Rules).

4. You acknowledge and understand that Client Money may be held in a jurisdiction outside the DIFC, and in such instances, the market practices, insolvency and legal regime may differ from the regime applicable in the DIFC. As at the date of this Agreement, we confirm that Client Money is held by WeProperties in a segregated bank account with FAB. Whilst FAB is accountable to WeProperties for the safekeeping of its Client Money, FAB does not have a relationship with you directly. Therefore, WeProperties is wholly accountable for your Client Money. WeProperties has undertaken due diligence of FAB’s custodial systems and controls and deemed them fit and proper to hold Client Money on WeProperties’s behalf.

5. We may suspend or place limitations on your WeProperties Account and/or Wallet at any time if we believe it is appropriate in order to comply with our legal or regulatory obligations or the terms of this Agreement. This may include periods where we need to obtain additional identification documents, and / or your country of residence changes to a jurisdiction outside of which WeProperties does business. For more details about how we use your information, please refer to our Privacy Policy.

6. You are not entitled to receive interest on the funds held in your Wallet.

7. You acknowledge and accept that your Client Money may be pooled with money belonging to other WeProperties 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.

8. You will be able to review your Client Money balance via the Wallet in your personalised dashboard on the Platform.

PROPERTY LISTING

1. WeProperties will arrange for the completion of a survey and valuation undertaken by an independent chartered surveyor that will be considered when determining the purchase price of the Property from the Seller. You acknowledge that the proposed purchase price may vary from the independent chartered surveyor’s report within a 10% range based on the negotiations with the Seller.

2. The independent chartered surveyor will prepare a detailed report pertaining to the Property before a corresponding Investment Round for such Property can be started.

3. WeProperties will be involved in the pre-sale negotiation and listing of the Property on the Platform.

PROPERTY MANAGEMENT, VOTING AND MAINTENANCE

1. WeProperties will appoint a Property Manager for each Property in substantially the form of the Property Management Agreement. The details of the Property Manager will be provided to you via the Platform.

2. The Property Manager will exercise day-to-day control of property management decisions but you and your co-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:

   • the approval of any costs of work to the Property with a value greater than 10% of the Property’s annual rental value, which are not a result of an emergency situation or otherwise critical to the liability of the Property;
   • the appointment and removal of the Property Manager;
   • the sale of a Property and relevant terms (including price and the buyer);
   • changing the Investment Term; and
   • 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.

3. You will be contacted via Platform and the email address you provide to us and will be invited to vote on these decisions within a specified time period. The voting process will be online and WeProperties will send the notifications via email detailing the voting information.

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 75% majority of the Shares 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.

5. You acknowledge and agree that:

   • The Property Manager shall be appointed as the first manager of the Property.
   • Where relevant, any existing tenant within the Property will remain after acquisition until they serve notice to vacate the Property.
   • The Property Manager has discretion to approve all Property maintenance expenses that are under 10% of the Property’s annual rental value, or any maintenance expense deemed an emergency by a maintenance company or the Property Manager.

TRANSFER PROVISIONS

You will only be entitled to transfer your Shares in the following ways:

1. in accordance with a majority vote of you and your co-Investors to sell the Property to a third party;

2. 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 legal advice on this point at the time of making your Investment;

3. at our sole discretion to your spouse or other family member in line with such requirements as we may require from time to time which may include, but are not limited to, your spouse or other family member opening a WeProperties Account and satisfying any AML/CTF requirements;

4. by sale on the Secondary Market following its launch, details of which will be found on the Platform; or

5. where you are investing on behalf of a corporate that becomes insolvent, whereupon we have the discretion to exercise a buy back of the insolvent company's Shares if we so wish.

YOUR REPRESENTATIONS AND WARRANTIES

1. In consideration of our accepting your application to open a WeProperties Account, you represent and warrant to us (and acknowledge that we rely on these representations) as follows:

1. you are legally entitled to make the Investment;

2. 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;

3. if you are investing on behalf of a corporate entity, that you are authorised to enter into a legally binding agreement with us on behalf of the corporate entity;

4. 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;

5. you are the person whose details are provided in connection with your registration or, in the case of legal entities, you are a duly authorised representative of the relevant legal entity;

6. you are acting as a principal and not as an agent on behalf of a third party;

7. you agree that you must read and sign a Key Risk Acknowledgement Form each time you make an Investment using the Platform;

8. you will not deposit funds with us that are the proceeds of crime or attempt to launder money via the Platform. To assist us in complying with our AML/CTF regulatory obligations, 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 CDD and AML/CTF processes, you will not be able to deposit or withdraw funds from your Wallet;

9. 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 on the Platform;

10. you are not located in a jurisdiction in which it is illegal for you to make use of the Platform;

11. you are not subject to any economic sanctions that would prohibit us from accepting your Investment;

12. it is your responsibility to keep your contact details up-to-date. Failure to do so may result in you failing to receive important account related notifications and information from us, including changes we make to this Agreement;

13. you are solely responsible for the security and confidentiality of your WeProperties 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 WeProperties Account other than as a result of our gross negligence, you are solely responsible for all their actions whether or not their access was authorised by you and you hereby indemnify us and hold us harmless against all costs, claims, expenses and damages howsoever arising in connection with the use of or access to your account by any third party;

14. you will not attempt to sell or otherwise transfer your WeProperties Account to any third party and nor will you acquire or attempt to acquire a WeProperties Account which has been opened in the name of a third party;

15. you will not engage in behaviours that place unnecessary strain on our Platform (such as for example by high frequency trading) nor seek to unfairly influence trading activity in a manner that, in our sole discretion, is detrimental to us or other Investors. We reserve the right to IP block, throttle data requests and/or suspend user accounts that breach this clause;

16. you will use and regularly update security software so as to better guard against hacking, viruses and computer misuse;

17. you confirm that all information provided to us, including in the course of the 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

18. by making an Investment through the Platform, you further agree that your Investment will be legally held by the SPV and that you will take all actions that may be required to ensure that all rules and regulations attached to your Shares are observed.

2. We may terminate this Agreement, close your WeProperties Account and (subject to completion of AML/CTF processes) return any funds you have deposited in your Wallet (subject to any applicable Fees) to you if we learn that any representations you make to us are false or misleading.

TERMINATION AND VARIATION

1. There is no minimum duration of this Agreement and termination of this Agreement will only occur:

1. in the event that WeProperties becomes insolvent;

2. at such other time as we decide, by giving you thirty (30) calendar days prior written notice or due to a material breach by you of any provisions of this Agreement that is not capable of remedy or not remedied within fourteen (14) calendar days of receipt of the notice of default;

3. in accordance with Clause 17.2; or

4. if you withdraw your money from your WeProperties Account and close your account with us in which case we reserve the right to retain certain data to comply with our regulatory obligations. To close your account, you need to send an email to [email protected]requesting the closure of your WeProperties Account and allow thirty (30) to process your request.

2. We may update this Agreement from time to time to reflect any changes in law or for any other reason we deem necessary. If we update this Agreement, we will inform you as soon as practical whether by email or an alternative method such as uploading the updated Agreement to the Platform. You will still be bound by the previous Agreement that you have, or deemed to have, agreed to. If there is a conflict between any versions of the Agreements to which you have agreed, or deemed to have agreed to, the most recent version shall take precedence unless it is expressly stated otherwise.

BUSINESS CONTINUITY PLANNING

1. In the unlikely circumstance where a Platform failure occurs, for example in the case of a natural disaster in close proximity to WeProperties’s place of operation, our BCP will be initiated.

2. Our BCP is designed to facilitate effective communication during any disaster; and to expedite the recovery of WeProperties business critical functions and data so that it can resume “business as usual” as soon as possible.

3. In the event that the BCP is implemented, you will be kept up to date of any active Investments or transactions via telephone and email.

CESSATION PLANNING

1. In the unlikely circumstance that WeProperties were to cease business operations, our CP will be initiated. The CP sets out contingency arrangements, including measures that have been put in place, to ensure the orderly administration of your Investments in the event that WeProperties ceases to carry on its business.

2. If, at the time that the CP is initiated, and the majority decision of you and your co-Investors is to liquidate the Investment, WeProperties personnel will manage and oversee the sale of the Property and the return of funds to you and your co-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, WeProperties will bear the administrative and liquidation costs. WeProperties will not be responsible for any capital losses on the Investment in the event that Property values decrease.

LIMITATION OF LIABILITY

1. You acknowledge and accept that the Platform operates to facilitate Investments and it does not issue any advice or make any recommendations to you. We therefore make no warranties nor assume any liability in respect of the performance of any of the investments available through the Platform.

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 laws.

3. Any calculations or projections we provide on the Platform relating to the likely rate of return on investments are for guidance purposes only and should in no way be considered a guarantee of the return which may be realised.

REGULATORY PROVISIONS

1. WeProperties has categorised you as a retail client on the basis that you do not meet the criteria for classification as a professional client per Chapter 2 of the DFSA’s Conduct of Business Module of the DFSA Rules. You may request re-categorisation as a professional client under the DFSA Rules, but any such re-categorisation will be conditional upon you meeting various tests required by the DFSA. If you are re-categorised as a professional client, it would also mean that there would be more 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 re-categorised as a professional client upon request.

2. In accordance with the DFSA Rules, retail clients are limited to making certain investment amounts on the Platform. The current limits for retail clients set by the DFSA are (1) USD $50,000 for an individual Property; and (2) USD 100,000 in any calendar year. You will be notified if the annual limit is changed by the DFSA. The Platform monitors this limit and will notify you when the limit is reached. You will find your cumulative investment value in a given calendar year on your WeProperties Account.

3. 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.

4. Some of the conflicts of interest might arise from the following situations (without limitation): (1) WeProperties might use third parties such as brokers, affiliates and distribution channels to market and promote the Platform for which they would pay commission or share revenue for onboarding Investors; and (2) WeProperties in some cases will earn a fee from Sellers including developers/brokers for using the Platform to sell properties.

COMPLAINTS

1. If you are in any way dissatisfied with WeProperties products or services you may file a complaint with us. We will make sure your complaint is handled fairly, consistently and promptly.

2. Immediately upon receipt of your complaint the senior management will be informed of the complaint. Within ten (10) business days of receipt of the complaint our customer service team will send you a letter acknowledging receipt. WeProperties will try to resolve/redress your complaint within a maximum of forty (40) business days. During the complaints process we will update you regularly and at least twenty (20) business 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.

3. WeProperties will investigate the factual and legal circumstances of your complaint and based on these investigations decide on the position to be taken by WeProperties. Once the investigation of the complaint has been concluded you will promptly be informed in writing of the result of the complaint.

4. To make a complaint, please send your complaint in writing to [email protected], where the header in the email should be “Complaint”.

5. Should you be dissatisfied with the resolution of a complaint, you may file an external complaint with the DFSA.

6. Any referral to external parties, including the DFSA, 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.

DATA PROTECTION

1. WeProperties will collect, store and process your personal data, as defined under the DIFC Data Protection Law, in accordance with our Privacy Policy and the DIFC Data Protection Law.

2. You acknowledge and consent to WeProperties transferring and disclosing your personal data as permitted under the DIFC Data Protection Law.

3. You give your express consent for WeProperties to disclose your personal data to FAB Bank in order to provide the services set out in this Agreement.

4. Should you have any questions about how your personal data is treated by WeProperties, please refer to our Privacy Policy or contact us at [email protected].

GENERAL TERMS

1. If we fail to insist on your strict performance of this Agreement or if we fail to exercise any of our rights or remedies to which we are entitled under this Agreement, 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 this Agreement.

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.

3. If any of the terms contained in this Agreement 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.

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.

5. You should take your own tax advice. No warranty or representation is made by WeProperties in relation to the effect an Investment may have on your tax position.

6. Any notice or other communication given to either party in connection with this Agreement 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 Agreement.

7. Our e-mail address for the service of notices is [email protected]. 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 our registered 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.

8. All correspondence and communication between you and us will be in the English language.

9. Any dispute or claim arising out of or in connection with the Platform and this Agreement, 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.

10. This Agreement and any document expressly referred to in it constitutes the whole agreement between us and supersedes all previous discussions, correspondence, negotiations or agreement relating to this subject matter.

EQUAL TREATMENT OF INVESTORS

1. WeProperties is a Company regulated by the Dubai Financial Services Authority (DFSA) and thus is bound by all regulatory requirements. The firm utilizes its resources to provide all verified users with the same level of information about every single property for the investors to make an informed decision. The firm does not favour one client over another.

CONTACTING US

1. Should you have any questions about this Agreement, or wish to contact us for any reason whatsoever, please contact us on [email protected].