This User Agreement is entered into on its effective date by and between The F-100 Limited and Persons/Companies (hereafter collectively called “Investors”) who have accepted to invest in investment portfolios listed on our website www.thef100group.com. This User Agreement governs your use of our service including all features and functionalities, recommendations and reviews, the website, and user interfaces, as well as all content and software associated with our service online and offline. All Users must be above 18 years of age and operate a bank account.
The following initially capitalized nouns have the meanings set forth below whenever used in the Agreement:
“Appraised Value” means the value of a property as determined by an expert valuer/appraiser
“Effective Date” means the date determined by acceptance of investment offer in lieu of consideration
“Manager” means The F-100 Limited
“Mandatory Expenditure” is any one of the expenses described as such in Section 4.1.
“Notice” means a writing prepared and transmitted in accordance with Section 8.2.
“Party or Parties” mean owner(s) of any interest in the property during the term of this Agreement
“Promptly” means within three (3) calendar days of the event triggering the requirement to act.
“Co-owners” means investors who choose the Invest-to-own investment model
“Share-owners” means investors who choose the Invest-to-withdraw investment model
“Owners” means investors who buy investment as a single person/company
“Group” means a group of people investing as one entity either as co-owners or share-owners
“User” means either an owner, a share-owner or co-owner. Also means “party or parties”
“Stay period” means converting invested capital and/or dividend to number of days and nights by an investor
2.1 SHARE OWNERS, CO-OWNERS AND OWNERS
A. The Parties wish to invest in the property of choice listed on the www.thef100group.com website as Share owners, Co-owners and Owners in lieu of annual dividend, co-ownership and sole-ownership of the property.
B. The Parties must at the time of the acquisition of the User shares (i) disclose the full legal names of the entity, (ii) contact details, (iii) Nigerian bank account details (for remittances) and (iv) account and contact details of Next of Kin at opting in.
C. At all times, a Group shall have exactly one (1) natural person acting as the Designated Party for the investment. Share. The initial Designated Party for the User Share shall remain unchanged throughout the investment period.
D. No Party shall transfer an ownership or share interest in the Property or charge a debt or mortgage on the interests, costs, obligations, benefits and rights associated with any User Share. Any transfer in violation of this Section is void.
2.2 ORGANIZATIONAL STRUCTURE .
A. This Agreement is not intended to create a partnership, joint venture or subdivision on the property, but to describe the terms and conditions upon which each Share-owner, Co-owner or Owner shall hold interests in the Property. No Share-owner, Co-owner or Owner is authorized to act as agent for or on behalf of any other investor, or to do any act which would be binding on any other investor, or to incur any expenditures with respect to the Property except as specifically provided in the investment documents.
2.3 OWNERSHIP, TITLE AND ALLOCATIONS.
A. Share-owners are investors whose investments are limited to a 12-months period subject to renewal upon expiration of the 12-months period. The share-owner does not own any part of the property and will only be paid annual dividend and capital invested at end of the 12-months period. The share is not transferable and withdrawal is automated where remittances are paid in full at due date except where the investor indicates a roll-over plan not less than 14-days to maturity period. The share interest is convertible to stay period on the property. However, such an investor who converts share interest(s) to stay period will no longer be eligible for capital and dividend; if number of days/nights of stay is equal or more than interest held. For the purposes of this Agreement, a share-owner is allocated an interest in the property in a share-certificate and does not hold title in the property.
B. Co-owners (of 5 years and above) are legal owners of the property for the duration of the lease period, having shared ownership of the property with other investors. Title issued is a Deed of Sublease registrable at the land registry of the state wherein the property is located. The Deed of sublease is for the term specified on the deed, upon the expiration of which rights and interests reverts to the Manager unless and until renewed by such co-owner. The share is not transferable and investment period is for a term of five (5) years subject to renewal to another term of five (5) years or for the total unexpired term stated on the Certificate of Occupancy. The co-owners are entitled to annual dividend and bonuses and share interest is also convertible to stay period in the property over a period. However, a Co-owner who converts share interest(s) to stay period on the property will no longer be eligible for capital and dividend for that period; if number of days/nights of stay is equal or more than interest held.
C. Owners are sole owners of the investment and solely own the investment be it land or built property. They own the property in perpetuity and will be issued a Deed of Sublease for all of the remaining unexpired term as contained in the Certificate of Occupancy and/or such property title subsisting in the subject property under consideration. Title issued – Deed of Sublease – is registrable at the land registry of the state wherein the property is located. The owner is free to transfer, resell, gift and develop SUBJECT TO INFORMING THE F-100 LIMITED.
D. Without limiting the generality of the preceding paragraph, it is expressly provided, and agreed by all Parties on behalf of themselves, that the manner and percentages in which title is held do not determine or affect the allocation of –
(i) usage rights to the Property or to any part of the Property,
(ii) obligations to pay any expense (including property tax, insurance, and repairs),
(iii) proceeds from use and/or sale of the entire Property, or
(iv) proceeds from any additional or replacement financing secured by the Property.
The rest of this agreement addresses Share-Owners and Co-Owners
USAGE, RENTAL AND INCOME
3.1 USAGE RIGHTS WAIVER.
A. The Manager shall operate the Property as a rental property (that is, a serviced apartment or boutique hotel) and remit such rental income in percentages to Share-owners and Co-owners.
B. NoShare-owner and Co-owner shall be deemed to have any rights to occupy or otherwise use any portion of the Property, either for him/herself, or for the benefit of any other person, except as specifically provided in this Agreement.
C. No party shall be permitted to occupy any portion of the Property unless the Party gives prior notice to the Manager or the Manager offers in advance on all of the terms and conditions of such Occupancy wherein the Party agrees to pay going commercial rates per night if the Party must use the Property or has converted his/her share interests for stay period.
3.2 RENTAL OF PROPERTY
A. Establishing Rental Amount.
(i) The Manager shall use its best efforts to determine fair market rental value, and shall provide a Notice to each Share-owner and Co-owner stating such amount along with documentation relating to the basis for the Manager’s determination at the beginning of an investment period or as reviewed from time to time.
(ii) Each investor shall have a period of forty-eight (48) hours following such Notice to provide a “Notice of Disagreement” to the Manager stating –
(a) that he/she disagrees as to the fair market rental value,
(b) such investor’s opinion as to the fair market rental value, and
(c) documentation relating to the basis for such opinion.
(iii)If the Manager receives one or more such Notice within the required time frame, the vacant property or its units shall be offered for rent at the average of the Manager’s original opinion and the value(s) stated in the Notice(s) of Disagreement; otherwise, the unit shall be offered for rent at the fair market rental value stated in the Manager’s original Notice.
B. Renter Selection.
The Manager shall solicit prospective renters for the Property. The Manager shall not rent the Property to any renter who is not able to demonstrate the financial capability to pay the rent, does not have a reasonably high credit rating, or was given a negative recommendation from either of his/her two (2) most recent landlords or from a previous visit to/stay at the property . Except as provided in the preceding sentence, the Manager shall have full authority and discretion to rent to the renter of his/her choice.
3.3 RENTAL INCOME ALLOCATION.
All rental incomegenerated by the Property shall be allocated among the Share-owners and Co-Owners according to their interest stated on share document. However, no such income shall be distributed to any Owner except as specifically provided under section 4 of this Agreement.
EXPENSE ALLOCATION AND PAYMENT
4.1 EXPENSE AUTHORIZATIONS AND ALLOCATIONS .
A. Purchase Consideration.
The share-owners and co-owners agree that responsibility for investing the property shall be allocated as equal Shared Percentage. Except as otherwise provided in this Agreement and number of share units purchased, in the event of sale, refinancing or other disposition of the entire Property, each Owner’s allocation of gross proceeds shall be deduced by such Owner’s Shared Percentage of the Purchase Consideration.
B. Other Mandatory Expenses.
The costs of the following items shall be Mandatory Expenditures, and shall be allocated among all Owners according to share interest percentage.
The Manager shall maintain a policy insuring all Parties against public liability incident to the ownership and use of the Property, including coverage for limit of liability for injury, death and property damage. The Manager shall also maintain a policy of fire and casualty insurance covering those elements of the Property, and its contents. Such coverage shall provide a multi-peril endorsement and coverage for such other risks as are commonly covered with respect to Properties similar to the Property in construction, location and use. Coverage shall be in an amount equal to the reinstatement value of the insured elements of the Property and the estimated value of the insured personal property. Each policy described in this Subsection shall name The Manager as the insured.
(2) Property tax, levies and dues.
The Manager shall pay all taxes and fees assessed against the Property by governmental agencies.
(3) Necessary Repairs.
The Manager shall perform Necessary Repairs as soon as possible, and in no event more than thirty (30) days following discovery of the condition requiring action. “Necessary Repairs” shall refer to all work required to –
(i) maintain the Property in a condition equivalent to its condition on the Effective Date;
(ii) correct conditions which immediately endanger the integrity of Property, or the safety or health of the occupants, guests or public;
(iii) comply with the requirements of any association of which the Property is part; or
(iv) respond to a condemnation or enforcement action by a governmental agency.
(4) Salaries and Wages.
The Manager shall pay wages and salaries of all workers from rental income
(5) Utility Charges.
The Manager shall also pay all utility charges.
(6) Rental Expenses
The Manager shall pay all expenses associated with rental of the Property.
4.2 OPERATING BUDGET.
A. Content of Operating Budget.
The Operating Budget shall consist of a reasonable estimate of all expenses described in this Agreement as Mandatory Expenditures, and of all rental income, with each item allocated as described in this Agreement.
B. Computation and Allocation of Income/Expenses.
The Manager shall estimate the annual income and the annual cost of each of the Mandatory Expenditures, and allocate each component as described in this Agreement. The result shall be the Operating Budget and the basis for Regular Assessments.
When there is a demonstrable increase or decrease in an item of income or expense included in the Operating Budget during the course of a fiscal year, the Manager may revise the Operating Budget to correspond with such increase or decrease, and adjust the Regular Assessments accordingly. No approval shall be required for such an adjustment. To implement such an adjustment, the Manager must provide verifiable documentation showing the increase or decrease with the Notice showing the revised budget and the Regular Assessment adjustment at least thirty (30) days before the due date of the first affected Regular Assessment payment. Any Co-Owner may challenge the validity of an adjustment implemented under this Section by emailing or writing the Manager to explain this adjustment in a physical meeting. Alternatively, the Co-Owner may withdraw his/her investment according to the provisions of the agreement if he/she is unsatisfied.
REMITTANCES, TRANSPARENCY AND ANNUAL MEETINGS
5.1 REMITTANCES OF DIVIDEND AND CAPITAL
A. For the purposes of remittances, all owners are required to and hereby consent to provide full bank account details to receive all remittances and such details may not be changed without giving prior one month’s notice in writing to the Manager of such changes with reason. Where a Party changes bank account details, such account must retain the same account names and identity details as those of the registered user. However, in the event of a change of name, a User will be required to provide legal credentials for such change; including: Court Affidavit and Newspaper publication. The provisions of Article 5.2 shall apply in the event of death of a User.
B. Dividends shall be shared to all owners on the basis of each owner’s percentage of investment in the following manner –
5.2 REMITTANCES UPON DEATH
In the event of death of a Party, funds invested and accruing dividends on investment remain the property of the subscriber until payments are made to or for the benefit of a beneficiary. Thus, on the death of a Party, accruing financial benefits will form part of the estate of the deceased Party and will be remitted to nominated beneficiary. In other words, unless and until the Manager receives notice of death and request of payments to or for the benefit of beneficiary stated in a Will of the deceased or Letters of Administration, unclaimed dividends of share-owners will roll-over as reinvestment.
5.3 REMITTANCES AFTER DEATH FOR GROUPS
In the case of a deceased Party within a Group, the portion of funds invested and accruing dividends on investments of such deceased Group member goes to that deceased Party’s designated account rather than the surviving group members.
REPORTS AND VISITS
6.1 TRANSPARENCY REPORTS
In keeping with the Manager’s core value of integrity and transparency, the Manager shall provide periodic quarterly updates on the Property to every subscriber via the registered email address and/or on www.thef100group.com website. Updates are written reports, pictures showing the property and events relevant at the time.
6.2 VISIT TO THE PROPERTY
Investors visit to the property is organized biannually. Notifications of such visits will be sent out to Investors to confirm their availability. An interested investor is expected to express intent to visit the property by a confirmation email to firstname.lastname@example.org or mail sent to the Manager within three (3) days of notification and to make adequate preparation toward the visit. To this end, visiting investors who intend to stay on the property are responsible for their personal or group accommodation, medical needs, feeding and transportation during the visit. The Manager will be responsible for organizing visit itinerary and support services to ensure a stress-free visit.
WITHDRAWALS, CANCELLATION AND REFUNDS
An investor can withdraw his/her interests in the property on the following conditions:
– A withdrawing investor must be subscribed to the property for a period not less than 12 months. A withdrawal notice by an investor who is subscribed to the property for a period less than 12 months will be acknowledged but will not be attended to;
– A withdrawing investor must give the Manager prior notice in writing of the intention to withdraw within a period not less than three (3) months before the intended date of withdrawal.
– Upon receiving a withdrawal notice from a withdrawing investor, the Manager shall value the User’s interests in the manner determined by an expert Valuer and remitted to the investor’s bank registered account not later than 3 months.
A Party may cancel the subscription subject to the terms and conditions under this Article.
A Party can cancel subscription to shares within 24 hours of subscription, free of any administrative charges, except usual bank charges.
Where a Party decides to cancel subscription to shares on the property, such Party must notify the Manager of the intention to cancel within 7 days of subscription. Cancellation notices made after 7 days of subscription will be treated as a withdrawal as set out in 7.1 above.
Upon receiving cancellation notice, the Manager will send email notification to the User of receipt of cancellation notice.
Where a User’s cancellation is approved, the Manager will initiate a refund to the User’s registered bank account within 21 days. However, the User will be responsible for paying any accruing bank debit or credit charges in addition to 10% of the total subscription fee as administrative charges.
An investor cannot transfer or charge a debt or mortgage to his or her interests in the property but can withdraw interests in the property as provided. Any transfer of an investor’s interests in the property is to the extent of such transfer illegal and void. However, where a User dies Clauses 5.2 and 5.3 above shall apply.
Whenever this Agreement requires a determination of the “Appraised Value” of the Property, the value shall be determined through an appraisal process as follows:
A. Not later than the date on which this Agreement requires or allows Manager and/or Co-Owner(s) to initiate determination of Appraised Value (the “Appraisal Initiation Date”), the Appraiser must meet the following requirements (a “Qualified Estate Surveyor and Valuer”) – (i) having at least 3 years’ experience estimating the value of real estate similar to the Property in the area where the Property is located, (ii) holding a valid real estate sales, brokerage or appraisal license, (iii) having no prior business or personal relationship with the Co-owner(s) initiating valuation, and (iv) agreeing in writing to complete his/her valuation within fourteen (14) calendar days of retention.
B. The Qualified Valuer shall determine a fair market value for the Property and Co-Owner(s) interest based upon the conditions that exist at the time of the appraisal within fourteen (14) calendar days of the Appraisal Initiation Date.
8.2 EFFECTIVE DATE OF AGREEMENT
The “Effective Date” of this Agreement shall be the date the investor opts in by purchasing an interest.
8.3 DISPUTE RESOLUTION
A. Applicability of ADR Provisions
In general, the provisions of this Section shall apply to all disputes between Parties, or between the Manager and any Party, relating to this Agreement or the Property. The property will continue business during and throughout the arbitration process and at no time shall activities be stopped to determine an issue.
B. Meet and Confer.
Disputing Parties shall make a reasonable attempt to resolve the dispute by themselves before employing the mechanisms described in the Subsections below. For the purposes of this Subsection, a reasonable attempt shall constitute, at a minimum, an attempt by each Party to schedule a telephone discussion with the other, and participation in good faith in such a telephone discussion within fourteen (14) days of the first scheduling attempt. The failure or refusal of either Party to make the efforts described in this Subsection shall, in and of itself, constitute a violation of this Agreement.
(1) Arbitration is a voluntary or mandatory method of resolving a dispute by delegating decision-making authority to a neutral individual or panel. Except as otherwise provided in this Agreement, any dispute related to the Property or the Association shall be resolved through mandatory arbitration by the Abuja Multidoor Courthouse. Any Party affected by a dispute may initiate arbitration by Notice. All Parties shall pursue arbitration to a conclusion as quickly as possible and conclude every case within six (6) months from the date of the initial Notice demanding for arbitration. Arbitrators shall have discretion to allow the Parties reasonable and necessary discovery in accordance with applicable law, but shall exercise that discretion mindful of the need to promptly and inexpensively resolve the dispute. If a Party refuses to proceed with or unduly delays the arbitration process, any other Party may petition a court for an order compelling arbitration or other related act, and shall recover all related expenses, including attorney’s fees, unless the court finds that the Party against whom the petition is filed acted with substantial justification or that other circumstances make the recovery of such expenses unjust. An arbitration award may be entered as a court judgment and enforced accordingly. The arbitration award shall be binding in every case.
(2) Parties shall endeavor to explore amicable settlement options prior to resorting to arbitration.
(3) EACH PARTY AGREES TO HAVE ANY DISPUTE RELATED TO THE PROPERTY DECIDED BY ARBITRATION AND HEREBY GIVES UP ANY RIGHTS HE/SHE MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT. IF A PARTY REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, HE/SHE MAY BE COMPELLED TO ARBITRATE. EACH PARTY’S AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.
(4) The following matters need not be submitted to binding arbitration:
(i) An action or proceeding to compel arbitration, including an action to impose sanctions for frivolous or bad faith activity designed to delay or frustrate arbitration;
(ii) An action or proceeding which is within the jurisdiction of a probate or domestic relations court; or
(iii) An action to record a notice of pending action, or for an order of attachment, receivership, injunction or other provisional remedy which action shall not constitute a waiver of the right to compel arbitration.
If a Party or Manager becomes subject to any claim, liability, obligation, or loss arising from or related to the willful or negligent act or omission of another Party, such other Party shall fully indemnify him/her from all associated costs and expenses including attorney fees.
This Agreement may be amended at any time and from time to time. Such amendments will be communicated to the investors.
8.6 OTHER GENERAL PROVISIONS
A. Except as specifically provided in this Agreement, no Party shall have the right to assign any of his/her rights or to delegate any of his/her duties under this Agreement without the approval of Manager.
B. Time is expressly declared to be of the essence in this Agreement.
C. This document contains the entire agreement of the Parties relating to any matter regarding the Property. Any prior or contemporaneous written or oral representations, modifications or agreements regarding these matters, including but not limited to those contained in any purchase agreement or preliminary commitment, shall be of no force and effect unless contained in a subsequently dated, written document expressly stating such representation, modification or agreement, signed by the User.
D. Each Party hereby consents to the exclusive jurisdiction of the state and federal courts sitting in the state where the Property is located in any action on a claim arising out of, under or in connection with this Agreement or the transactions contemplated by this Agreement.
E. Each Party further agrees that personal jurisdiction over him/her may be effected by service of process by registered or certified mail addressed as provided in this Agreement, and that when so made shall be as if served upon him or her personally within the state where the Property is located.
F. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held invalid, the remainder of this Agreement or the application of such provision to persons or circumstances other than those to which it is held invalid shall not be affected.
G. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
EACH INVESTMENT HAS BEEN CALCULATED TAKING INTO CONSIDERATION HISTORIC AND EXISTING MARKET CONDITIONS, ECONOMIC POLICIES AND MARKET PRICES. INVESTMENT YIELD, RETURN ON INVESTMENT AND FINANCIAL PROJECTIONS/BASELINE ARE AS THE DATE OF OFFER. IN THE EVENT OF CHANGES DUE TO EXTERNAL FACTORS SUCH AS ACT OF GOD, ECONOMIC AND POLITICAL POLICIES OF THE COUNTRY WHERE INVESTMENT IS SITUATED, COMMUNICATIONS WILL BE SENT OUT TO INVESTORS IN ADVANCE ON THE IMPLICATIONS OF THESE CHANGES ON THE INVESTMENT AND THE F-100 LIMITED SHALL NOT BE LIABLE FOR POOR PERFORMANCES IN THAT REGARD. HOWEVER, INVESTMENTS IN REAL ESTATE GUARANTEES YOUR CAPITAL, HEDGES AGAINST INFLATION AND HISTORICALLY HAS BEEN KNOWN TO APPRECIATE OVER TIME.
If you have any questions about this User Agreement, please contact us by emailing email@example.com or call (234) 813 891 1937 | (234) 803 649 7718