Terms & Conditions

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Terms & Conditions

Updated October 2024

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OUR PLATFORM.

By accessing our platform or using our services through any means, you accept these terms and conditions and agree to be bound by them. These terms and conditions are to be read together with other offering documents related to specific offerings, which are incorporated here by reference.

1. INTRODUCTION

DreamCity Capital Ltd operates a digital real estate investment offering platform licensed by the Securities and Exchange Commission (SEC) to provide real estate investment offerings to interested members of the public through our website at www.dreamcitycapital.com and mobile application.

2. DEFINITIONS

  • Investor means any individual utilizing our services through the platform.
  • DreamCity Capital refers to DreamCity Capital Limited.
  • The Platform refers to our web or web app, known as (www.dreamcitycapital.com) and our mobile app.
  • Stakeholder or Shareholder (used interchangeably) refers to existing investors subscribed to any of our investment offerings on the platform.
  • Investment Duration refers to the lifespan of the particular investment offering associated with the Special Purpose Company (SPC). An investment duration is considered complete once capital and returns are fully remitted to investors.
  • Pay-out Structure refers to our repayment plan for your capital and returns.
  • SPC means Special Purpose Company and refers to the company used as a medium to streamline investors’ stakes as translated to shares and to independently manage the real estate investment.
  • SEC means the Securities and Exchange Commission of Nigeria.
  • Greenfield Project refers to investment offerings on startup (beginning stage) real estate development projects designed for investors to invest funds from the commencement of the project. This investment offering falls under the "Mars" category.
  • You, Your, and Yours refer to an individual who signs up on the platform and utilizes it to participate in our investment offerings (and any authorized users).
  • We, Us, and Our refer to DreamCity Capital.
  • Terms and Conditions, Terms, and Conditions when used interchangeably represent the same purpose.
  • Investment Offering Window refers to the timeframe for which an investment offering is open for intending investors to invest. The investment duration commences once the offering window closes/ends.
  • Projected Annual Returns represents the estimated returns on your investment calculated over the investment duration or on a yearly basis as advertised on the platform.
  • Projected Annual Appreciation is only applicable to the Moon Category of investment and represents the estimated appreciation on the real estate (tied to your investment) subject to the projected resale price at the end of the investment duration.
  • Investment Category means investment offerings classified into three specific categories (Earth, Moon, & Mars), each with unique models and advantages.

3. INVESTMENT CATEGORIES AND IMPLICATIONS

Earth Category: These are short term investment offerings with an investment duration ranging between 12-24 months; investment under this category are either tied to cash flow projections from existing commercial real estate or/and to the sales projection from real estate project. Where the investment offering is tied to cashflow, invested funds and projected returns are repaid from cash flow from associated real estate assets. Please note that such investments are tied only to the cash flow of the asset and not to ownership of the real estate asset. Thus, SPC model will not apply under such cashflow backed investment offerings.

Moon Category: These investment offerings are meant to generate value from rental income and appreciation on the associated real estate. The invested sum and returns are tied to rental income from the real estate and price appreciation upon resale of the assets subject to our offering conditions. Investment in Moon Category offerings are tied to the real estate assets; thus, our SPC model applies, and your stake (investment) will be represented by shares in the SPC.

Mars Category: These investments are on greenfield real estate projects with returns tied to the overall performance of the project. Mars investors are partners and equity holders in the project through the assigned SPC; investments in Mars Category offerings are tied to the real estate assets; thus, our SPC model applies, and your stakes (investment) will be represented by shares in the SPC.

By choosing to invest with us, you hereby covenant to abide by the terms and conditions applicable to the specific investment offering you have chosen.

4. SCOPE OF USE

Your use of our website is governed by the terms and conditions, our privacy policy, and the information memorandum for the investment offerings, as well as other offering documents incorporated by reference.

DreamCity Capital reserves the right to amend, modify, replace, or change any portion of the terms and conditions without prior notice to you and without your consent. Such changes shall be effective immediately. You are advised to review our terms periodically for such changes when you visit the website. Your use of the website after such changes constitutes your acceptance of our terms, including all modifications and changes. If at any time you do not wish to be bound by the terms, please do not proceed with the use of our platform and services.

For existing users of the platform, these terms apply to you in addition to those contained in any agreement entered between DreamCity Capital and third parties concerning the provision of our services.

5. Intended Use of Website

DreamCity Capital offers real estate investment opportunities through its web and mobile app (the Platform) in fully funded, partly funded, and greenfield real estate projects, in a model that streamlines stakes ownership and ensures transparent administration of individual real estate. We shall use our best efforts to manage your investment made through our platform and maximize your returns.

DreamCity Capital is not a crowdfunding platform, broker-dealer, or placement agent. At no time do we offer financial advice, brokerage services, tax or legal advice, or transact in securities or bonds. We do not accept, hold, or transfer cash or securities.

Past performance is no guarantee of future results. Although the material on our platform is based on information that DreamCity Capital considers reliable and endeavors to keep current, we do not assure that this material is accurate, current, or complete, and it should not be relied upon as such. Any opinion expressed on the Platform may change as subsequent prevailing economic conditions vary. Projected returns are based on economic indices from prevailing market conditions and data; we do not guarantee that your investment will achieve any level of success; final returns shall depend on the performance of the individual real estate tied to each particular investment offering.

All users of the website are responsible for making their own decisions to use the website/mobile app and for any activity taken on the website, including, without limitation, registering and making investments.

6. User Registration and Access

If you are accepting the terms on behalf of an organization or entity, you represent and warrant that you are authorized to accept the terms on behalf of that organization or entity and bind them to these terms (in which case, the references to "you" and "your" refer to that organization or entity).

Only real persons at or above the age of 18 may register for an account and use the website/mobile app.

Our registration process includes the provision of information required in line with SEC rules on Know Your Customer (KYC) and Customer Due Diligence (CDD). Thus, we may use third-party verification technology to attempt to confirm your qualification to use the website.

All information you provide to the website must be true, accurate, and complete in all material respects. DreamCity Capital may reject any application to register an individual or organization and may suspend registered accounts for failure to achieve verification through available methods or otherwise meet applicable SEC regulatory requirements.

7. Registered Account Obligations

The named registered user of an account is the only person who may use the account, and it may not be transferred to anyone else. You are responsible for maintaining the confidentiality of your username and password, and you should periodically change your password to maintain security. If you have concerns that your username or password may have been compromised and suspect that unauthorized access to your account has occurred, you must immediately contact our investor support by email or through our contact lines.

8. Alerts, Notifications, and Service Communications

By creating a User Account, you automatically sign up for various types of alerts via email and mobile notifications. We never request your password in these communications, but we may include your name, email address, and information about your portfolio(s) if you are an investor. Anyone with access to your email or mobile device will be able to view these alerts. You may unsubscribe from our marketing-oriented emails at any time.

9. Confidentiality

All information and documents obtained by DreamCity Capital or its employees, consultants, or agents that are not published or publicly available shall be kept confidential and not disclosed to third parties or the public. This restriction shall not apply to any information disclosed to legal advisers or a third party to the extent deemed required by any court of competent jurisdiction or by a governmental authority or the SEC of Nigeria. This covenant shall survive the termination of these terms and conditions.

10. Content Use Limitations

Your use of the website and its contents, trademarks, copyrights, and other information ("Content") may only be used for lawful and intended purposes expressly authorized in writing by DreamCity Capital.

If you access this website from outside Nigeria, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Any misuse or unauthorized use of the website and its Content, or other violations of the terms, may violate applicable law, including, without limitation, SEC regulations, copyright laws, trademark laws, identity theft statutes, and communication regulations. DreamCity Capital may terminate your account and access to the website without notice and report you to the appropriate authorities in such cases.

11. Investing is at Your Own Risk

DreamCity Capital, through its platform, offers real estate investment opportunities in a model that streamlines stakes ownership and ensures transparent administration of individual real estate through an SPC and our trustees. Some of our investment offering categories require that we partly or fully fund our real estate prior to listing on the platform. However, under the Mars investment category, investment offerings are available for investors intending to invest and buy equity in greenfield (development) projects; thus, applicable investment memoranda should be read and understood prior to investing.

All our investment offerings come with specific risks; projected returns may not reflect actual performance at the close of the specific investment offering. There is a potential for gain as well as partial loss or total loss of capital that is not reflected in the projections and information portrayed. The projected returns displayed do not result from actual investment activity but were produced using previous data and statistics based on experience with the benefit of hindsight. The actual returns could be lesser than projected, and there can be no assurance that an investment offering will meet the projected performance as shown on the website.

Investment in real estate is speculative and involves long-term considerations. Investment durations could be extended beyond the projected timeframe. DreamCity Capital advises against using borrowed funds or short-term savings to invest on the platform; intending investors should conduct their own evaluations before investing.

Associated risks may include, but are not limited to, the following:

  • a. Rental earnings may be interrupted when the property is vacant or under renovation; income/cashflow from the assets could fall below expected projections due to low patronage of our commercial real estates.
  • b. There may be delays in the resale of properties within the investment duration, leading to an extension of the investment duration to facilitate sales.
  • c. DreamCity Capital cannot guarantee the exact percentage of value appreciation on the real estate asset before resale, and thus earnings from price appreciation are subject to the final sales price of the real estate subject to market forces.
  • d. All real estate assets offered for investment on our platform are insured against fire, burglary, theft, special perils, and accidental damages. If an asset is subject to insurance claims, returns on investment from such assets shall be suspended until claims are cleared and business operations restored.
  • e. Legal issues may arise during transactions, resulting in delays in administering real estate.
  • f. Delays in project completion could delay the revenue generation phase of the real estate.
  • g. Delays in sales completion could affect target revenue generation timelines.
  • h. Inflation in construction costs may result in price hikes, slow sales, and reduced returns on investment.
  • i. Acts of war, economic recession, natural disasters, and situations beyond our control may also affect the proceeds from and the value of the real estate tied to your investment.

DreamCity Capital is committed to managing all assets in the best interest of our investors. Investors are welcome to inquire about the performance of our offerings. By signing up for any of our investment offerings, you hereby acknowledge and accept the associated risks and waive all rights to legal actions against DreamCity Capital Ltd (including its directors).

12. Secondary Market Exit Window Policy

Investments offered by DreamCity Capital are intended to be held until the end of the investment duration; however, we may provide a secondary market exit window ("Exit Window") for some investment offerings. This feature allows you to sell your investment before the end of the investment duration. Please note that our Secondary Market Exit Window, when provided, is subject to willing buyer/willing seller negotiation, and there is no guarantee that you will be able to sell your investment within a short time.

13. Rights of Investors under the SPC

When applicable, the SPC is intended to streamline investors' stakes in real estate assets. Shares in the SPC only represent individual investors’ stakes in the property, and do not convey voting rights or rights to appoint or remove directors. The SPC is a private vehicle meant only to hold title to property and to administer investors’ stakes therein.

DreamCity Capital reserves the sole right to administer all SPCs and their associated assets. In line with the investment offerings and for the benefit of the investors, DreamCity Capital reserves the right to make all decisions regarding the administration of real estate assets without recourse to or permission from shareholders of the SPC. DreamCity Capital may organize online meetings and seminars with investors to provide updates about real estate performance and decisions taken on their behalf.

14. Operational and Other Fees

All investment offerings are subject to the deduction of operational fees upon the close of the investment duration. Other charges may include Withholding TAX and VAT. You acknowledge that you may incur certain charges imposed by third-party financial institutions. These additional charges may include, but are not limited to, bank transfer fees and applicable transfer taxes, subject to banking regulations.

15. Investment Cancellation Policy

Our investment offering window refers to the period within which the particular investment offering is open for investors to invest in; this period could span between 30 to 60 days depending on our offerings' conditions.

Users may withdraw funds within the investment offering window (period) subject to a 10% deduction as applicable charges; however, once the investment offering window closes, funds tied to the investment cannot be withdrawn until the maturity of the investment offering.

16. Investment Security

Investment offerings under Moon and Mars Categories (including some under Earth Category) are backed by their respective real estate assets, and these assets are considered as investors' collective assets as streamlined through the Specific Purpose Company (SPC) and warehoused by our trustees.

Some investment offerings under the Earth Category are only backed by cash flow from our real estate projects; hence, our SPC model does not apply. Title to assets tied to investment offerings are kept in escrow with our trustee until maturity of investment and payout of investment returns. The Trustees also jointly manage a sinking fund account with DreamCity Capital through which investment returns are saved and paid off upon maturity.

17. Investment Duration and Possible Extension

The investment duration represents the projected completion period for the investment. Investments offered on the platform are mandated to be held until the end of the investment duration. The duration may be extended due to business realities, which may include delays in resale, below expected cash flow, and much more. By subscribing to our investment offerings, you covenant to abide by such extensions in duration in good faith, without instigating actions that could result in distrust, discredit, or negative perception of the platform.

18. Use of the Website and Content

You agree that our content cannot be copied, reproduced, distributed, republished, displayed, posted, or transmitted in any form or by any means without the express permission and written consent of DreamCity Capital. The use of our content, including by copying, linking, framing, or mirroring for any purpose without explicit written consent from DreamCity Capital, is prohibited.

19. Availability of Website

DreamCity Capital does not warrant that the website, its content, or any services provided or offered will be uninterrupted, timely, or error-free. You agree not to modify, damage, disrupt, disable, overburden, impair, alter, or interfere with the use, features, functions, operation, security, or maintenance of the website for others. By using the website, you indemnify DreamCity Capital, its employees, and affiliates against any loss, damage, or claims arising from your use.

20. Disclaimers, Exclusions, and Limitations of Liability

THE WEBSITE AND ITS CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, DREAMCITY CAPITAL DOES NOT GUARANTEE, AND EXPRESSLY EXCLUDES ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE WEBSITE AND ITS CONTENT, WHETHER PROVIDED BY DREAMCITY CAPITAL, OUR AFFILIATES, ADVISORS, INVESTORS, OR ANY OTHER THIRD PARTY, INCLUDING IN RELATION TO ANY INACCURACIES, ERRORS, OR OMISSIONS.

DREAMCITY CAPITAL SHALL NOT BE LIABLE FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE, DELAY, OR UNAVAILABILITY OF THE WEBSITE AND ITS CONTENT, INCLUDING LOSS OF MONEY, INABILITY TO CONCLUDE AN INVESTMENT, SUSPENSION OR TERMINATION OF YOUR ACCOUNT, AND FOR ANY DAMAGE TO YOUR COMPUTER, SOFTWARE, SYSTEMS, PROGRAMS, AND DATA.

UNDER NO CIRCUMSTANCES WILL DREAMCITY CAPITAL OR ITS AFFILIATES, ADVISORS, AND VENDORS BE LIABLE FOR ANY DAMAGES, INCLUDING GENERAL, SPECIAL, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR ANY OTHER DAMAGES OF ANY KIND, WHETHER IN AN ACTION IN CONTRACT, TORT, OR NEGLIGENCE, ARISING OR RELATING TO THE USE OR INABILITY TO USE THE WEBSITE OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, OR SYSTEM FAILURE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OUR PLATFORM, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. IF YOU CHOOSE TO RELY ON SUCH INFORMATION, YOU DO SO SOLELY AT YOUR OWN RISK.

21. Indemnity

You agree to defend, indemnify, and hold DreamCity Capital and its directors, officers, employees, agents, successors, or assigns harmless from any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from your actions in accordance with these Terms and Conditions. DreamCity Capital shall not be liable for any losses affecting assets held on behalf of investors when such losses result from unforeseen adverse market conditions, government restrictions, or situations beyond our control.

22. Anti-Money Laundering

You covenant that the sum invested by you is not the proceeds of crime, theft, fraud, or activities that contravene applicable laws, including anti-money laundering laws from the Securities and Exchange Commission. Any subsequent payment or investment by you should not cause DreamCity Capital to violate anti-money laundering laws. If we discover that your representations and information are untrue or inaccurate, or that our platform and/or services are used contrary to applicable laws, you agree to indemnify us against any loss, damages, or expenses and acknowledge our obligation to report your activities to the relevant authorities with no recourse to you.

23. Termination of Account

DreamCity Capital may suspend or terminate your account and ability to use the website at any time if your activities are found to be fraudulent, if you declare bankruptcy/insolvency (as applicable), if required reasonably, or if you breach any part of these Terms & Conditions. We accept no liability for any harm caused by such suspension or termination. We will fully cooperate with law enforcement authorities or court orders requesting disclosure of any user information.

Any suspension, termination, or cancellation shall not affect your obligations to DreamCity Capital under these Terms, which are intended to survive such suspension, termination, or cancellation. You may terminate your relationship with us at any time, subject to the specific rules/guidelines applicable to your user account. Termination is without prejudice to rights and obligations that arose before the termination date.

24. Governing Law

The laws of Nigeria govern the terms of your investment with us. DreamCity Capital makes no representation that the website is operated in compliance with the laws of any nation but Nigeria. If you are located outside Nigeria, you access the website at your own risk and initiative. This website and its content shall not constitute an offer or solicitation in any jurisdiction where such an offer or solicitation is against the law or to anyone to whom it is unlawful to make such an offer or solicitation.

You acknowledge that it is your responsibility to be aware of applicable laws and regulations of your country or place of residence.

25. Severability

If any provision of these terms is held to be unenforceable or invalid, such provisions will be changed and interpreted to accomplish the objectives of such provisions to the greatest extent possible under applicable law, and the remaining provisions shall continue in full force and effect.

26. Waiver

Failure of DreamCity Capital to insist upon strict performance of any provision of these Terms or the failure to exercise any right or remedy to which it is entitled shall not constitute a waiver and shall not affect the validity of these Terms.

27. Electronic Funds Transfers

Payment for investment offerings, capital repayment, and returns on our platform may entail transfer fees at bank rates. DreamCity Capital processes Electronic Funds Transfers (EFTs) as an efficient method to receive electronic deposits from investors, redeem investment returns, and issue refunds. EFTs are processed through third parties authorized by the Central Bank of Nigeria.

EFTs allow initiations of electronically transferred money from your bank or credit/debit account to participate in our investment offerings. By using any of our services, you agree to the terms and conditions for the EFT services offered. You authorize us to share your identity, bank account data, and card data with authorized parties for processing EFTs, and you are responsible for the accuracy of that data.

28. Dispute Resolution

Subject to Clause 29 (Parties Option to Refer Disputes to Mediation/Arbitration), Parties agree that Nigerian courts shall have jurisdiction to settle any dispute arising out of or in connection with these terms and investments, including a dispute regarding the existence, validity or termination of these terms and conditions.

29. The Parties Option to Refer Disputes to Mediation/Arbitration

These Terms and conditions shall be governed, construed, and enforced pursuant to the laws of the Federal Republic of Nigeria. Any disagreement, dispute or difference howsoever arising, from these Terms and Conditions including its interpretation and validity or as to the rights, duties and liabilities of the parties hereto or as to any other matter in any way connected with or arising out of or in relation to the subject matter of these Terms and Conditions, which cannot be amicably resolved by the parties within 30 (thirty) days, parties have agreed in good faith that before instituting any court proceedings, they shall attempt to resolve such dispute through mediation by the appointment of an accredited mediator. Failing such a resolution by mediation, the dispute shall be resolved by arbitration and be governed by arbitration proceedings in accordance with the provisions of the Arbitration and Conciliation Act Cap. C20 Laws of the Federation of Nigeria 2004 which is incorporated by reference into this Clause 29.

The arbitral tribunal shall consist of a single arbitrator to be appointed by Parties. PROVIDED THAT if the parties are unable to agree on appointment of an arbitrator, the Nigerian Institute of Chartered Arbitrators shall appoint one. The arbitrator shall resolve the dispute within twenty (20) Business Days after the exchange of pleadings by the Parties. The arbitration rules and procedures and award shall be binding on the parties to the dispute. The place of arbitration shall be Abuja, Nigeria. The place and seat of the arbitration shall be Abuja, Nigeria and the language of the arbitral proceedings shall be English. All and any award of the arbitral tribunal shall be made in accordance with the Arbitration and Conciliation Act, shall be in writing and shall be final and binding on the relevant Parties.

If you have any concerns or disputes about your investment or our service, you shall first attempt to resolve such matters by contacting us via email at info@dreamcitycapital.com or by phone at 08077754252.