Terms & Conditions

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Terms & Conditions

Updated October 2023

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OUR PLATFORM.
By accessing our platform, or using our services through any means, you accept our terms and conditions and agree to be bound by them.


Introduction

DreamCity Capital Ltd a digital real estate and financial technology company, we provide real estate investment offerings through our website at www.dreamcitycapital.com and mobile applications.


Definitions


  1. Investor means an individual utilising our services through the Platform.
  2. DreamCity Capital means DreamCity Capital Limited.
  3. The Platform or The Website: Refers to the digital investment platform known as (www.dreamcitycapital.com)
  4. Stakeholder or Shareholder are used"sora"changingly and refers to existing investor(s).
  5. Investment Duration refers to the lifespan of the particular investment offering along with the SPC company where applicable, an investment duration is considered completed once capital and returns are fully remitted to investors.
  6. Pay-out structure refers to our payment plan your capital and returns.
  7. 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 to manage the real estate investment.
  8. SEC means securities and exchange commission of Nigeria.
  9. Greenfield project refers to investment offering(s) on start-up projects designed for investors to invested funds right from the commencement of the real estate project; the investment offering falls under “mars category”.
  10. In this Agreement, the words “you,” “your,” and “yours” mean an individual who signs up on the Platform and utilizes the Platform to participate in investment offerings (and any authorized users). The words “we,” “us,” and “our” mean DreamCity Capital.
  11. The word terms and conditions, terms, conditions when used in either of the form means the same and thus represent the same purpose.
  12. Investment offering window refers to the timeframe within which the investment offering is open for intending investors, the investment duration commences, once the offering window ends.
  13. Projected annual returns represent the estimated returns on your investment calculated on yearly basis as advertised on the platform.
  14. Project Annual Appreciation represents the estimated appreciation on the real estate (tied to your investment) at the end of the investment duration, when it is sold; this is only applicable to Moon Category of investment.
  15. Investment Category: our investment offerings are classified into three specific category (Earth, Moon & Mars) and each has their unique model and advantages.

Investment category and implication.


  1. Earth category: are investment offering(s) in commercial real estate with monthly cashflow, your returns are peg at a percentage tied to the cashflow of the commercial asset(s) and for the applicable investment duration. Your investment in earth category is tied only to the cashflow of the asset and not to the ownership of the real estate asset. Our SPC model does not apply to all investment under earth category.
  2. Moon: Investment offerings on a rental real estate with returns on investment tied to rental income from the real estate and price appreciation upon resell of the assets. Your investment in moon category offering is tied to the real estate assets and thus our SPC model applies, your stakes (investment) shall be represented by shares on the SPC.
  3. Mars Category investment offering on a greenfield real estate project with returns tied to the returns from the project; Mars investors are partners and equity holders on the project through the assigned SPC and would take part in profit sharing of the project. Your investment in mars category offering is tied to the real estate assets and thus, our SPC model applies, your stakes (investment) shall be represented by shares on 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.


Scope of Use

Your use of our website is governed by the terms and conditions, our privacy policy, and information memorandum for the investment offerings.


DreamCity Capital reserves the right to amend, modify, replace, or change any portion of the terms & conditions without prior notice to you and without your consent; where any portion of the terms and conditions are amended or modified, 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 want to be bound by the terms, please do not proceed with the use of our platform and services. For existing user of the platform, note that the terms applies to you in addition to those contained in any agreement entered into between DreamCity Capital and third parties in relations to provision of our services.


Intended Use of Website

DreamCity Capital Platform offers digitised real estate investment opportunities in fully funded, partly funded and greenfield real estate,in a model that streamlines stakes ownership and ensures transparent administration of the individual real estate; We shall use our best efforts to manage your investment made through our platform and ensure we maximise your returns.

DreamCity Capital is not a crowdfunding platform, broker-dealer, or placement agent. At no time do we offer financial advice, brokerage, tax and legal advice, purchase, sell or otherwise transact in securities, bond or etc. 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 upon information that DreamCity Capital considers reliable and endeavours 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 opinions expressed on the Platform may change as subsequent conditions vary.

Projected returns are based on economic indices from prevail market condition and data, we do not guarantee that your investment will achieve any level of success; the final returns shall be based on the performance of the individual real estate.

All users of the website are responsible for making their own decisions to use the website and for any activity taken on the website, including without limitation registering and making an investment or otherwise.

User Registration and Access

If you are accepting the terms on behalf of an organization or entity, rather than in an individual capacity, you represent and warrant that you are authorized to accept the terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, 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.

Our registration process includes the provision of information required in line with Securities and exchange commission (SEC) rules on know your customers (KYC) and Customers due diligence (CDD), thus we may use third-party validation technology to attempt to confirm your qualification to use the website.

All information you provide to the website must be truthful, accurate and complete in all material respects.

DreamCity Capital may reject any application to register an individual or an organization or entity and may suspend registered accounts for failure to achieve validation through available methods or otherwise meet applicable SEC regulatory requirements.

Registered Account Obligations

The named registered user of an account is the only person that 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 to 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 on the website has occurred, you must immediately contact ourinvestor support by email or our contact lines.

Alerts, Notifications and Service Communications

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

Confidentiality

All information and documents obtained by DreamCity Capital or its employees, consultants or agents which are not published or otherwise 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 to a third party to the extent that is deemed required, by any court of competent jurisdiction, or by a governmental or regulatory authority in Nigeria. This covenant shall survive termination of these terms and conditions.

Content Use Limitations

Your use of the website and its contents, trademarks, copyrights, and other information (“Content”) may only be used for the lawful and intended purposes expressly authorized in written format 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 and communications statutes and regulations, in which case DreamCity Capital may terminate your account and access to the website at any time without notice and report you to the appropriate authorities.

Investing Is at Your Own Risk

DreamCity Capital Platform offers digitised real estate investment opportunitiesin a model that streamlines stakes ownership and ensures transparent administration of the individual real estate through an SPC; our model requires that we partly or fully fund our real estate project prior to listing on the platform; however, investment offering would be offered on greenfield projectfor investors intending to invest with us (as project partners) at the start-up phase) of the project under our MARS investment offering;

Nonetheless, allour investment offerings comes withtheir specific risk, 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, which is not reflected in the projections and information portrayed. The projected returns shown do not represent the results of actual investment activity but were achieved by means of the application previous data based on experience with the benefit of hindsight, the actual returns could be lesser than projected and thus, there can be no assurance that an investment offering will meet our projected performance as shown on the website.

Investment in real estate is speculative and for long-term considerations, investment duration could be extended beyond the timeframe projected, thus DreamCity Capital advice against using borrowed funds or short-term savings to invest on the platform;intending investors should make their own evaluations before investing on the platform.


Associated risk may include one or more of the following:


  1. Rental earnings may be interrupted when the property is vacant or under renovation.
  2. Income from property could fall below expected projection due to low patronage on our commercial property.
  3. There could be delay in the resale of the property within the investment duration thus leading to an extension of time to allow for the sale of the property.
  4. DreamCity Capital cannot guarantee the exact percentage of price appreciation prior to the resale of the property and thus, the final price appreciation is subject to the amount paid upon the resale of the property and its subject to market forces and our consent.
  5. Where the property is insured comprehensively against fire and etc and is a subject of insurance claims returns shall be suspended until insurance payment is received and administered.
  6. Legal issues may arise during our transaction which may result to delay in administering the real estate.
  7. Delay in project completion resulting in a delay in the revenue generation phase of the project.
  8. Delay in sales completion resulting in a delay in meeting with target revenue generation timeline.
  9. Inflation in construction cost thus resulting in price hikes, slow sales & reduced return on investment.
  10. Act of war, economic recession, natural disaster and certain situations beyond our control could also affects the proceeds from and value of the real estate tied to your investment.

DreamCity Capital remains committed to manage all assets in the best interest of our investors and thus, actual investors are welcome make enquiries on the performance of our offering.
By signing up for any of our investment offering, you hereby agree to abide by the resulting outcome of all associated risks and thus, waives all right to legal actions against DreamCity Capital Ltd (including its director).



Secondary Market Exit Window Policy

Investments offered by DreamCity Capital are intended to be held until the end of the Investment duration; however, we provide a secondary market exit window (referred to as “Exit Window”) on the platform where you can sell your investment before the end of the investment duration.

Please note that our Secondary Market Exit Window would only take effect after 12months during your investment duration and is subject to willing-buyer/willing seller negotiation and thus there is no guarantee that you will be able to sell your investment within the shortly possible time.

Right of investors under the SPC

The SPC is only meant to streamline investors stake in the real estate assets and thus shares on the SPC only represents the individual investor’s stakes on the property; shares on the SPC does not translates to voting rights and right of appointment or removal of directors. 

The SPC is a private vehicle only meant to hold title to the property & to administer investor’s stake to and on the property.

DreamCity Capital reserves the sole right to administer all the SPCs and their associated assets; In line with the investment offerings and in the interest of the investors, DreamCity Capital reserves the sole right to make all decisions as to the administration of the real estate assets without recourse to or permission of the shareholder on the SPC.

Dream City Capital may choose to organise online meetings and seminars with investors to provide update with regards to performances of the real estate and decision taken on their behalf.

Operational fee

All investment offerings are subject to the deduction of operational fees upon close of the investment duration; other charges deductible include TAX & VAT; however, the projected returns advertised for all investment offerings on the platform are net of applicable charges excluding bank charges.

Other Fees

You hereby acknowledge that you may incur certain other charges imposed by third-party financial institutions. These additional charges may include, and are not limited to bank transfer fees, applicable transfer taxes and etc. subject banking regulations.

Investment Cancellation Policy

Account user (intending investors) can only withdraw sum paid for investment within the investment offering window, once the investment duration commences (that is, when the investment offering window closes) funds tied to investment cannot be withdrawn.

Withdrawal of funds within the investment offerings window is subject to 10% deduction as applicable charges.

Investment Security

DreamCity Capital investment offerings under Moon & Mars Category are backed by the real estate assets upon which all the investors' funds are invested and thus, these real estate assets are defined and considered as the investor’s collective asset as streamlined with shares under the Specific Purpose Company. Investment offering under earth category are only back by cashflow from the real estate and not the real estate itself, hence our SPC model does not apply.

Investment Duration and Possible extension

The investment duration represents the projected completion period for the investment.

investments offered on the platform are meant to be held until the end of the investment duration.

Investment duration could be extended when necessary due to business realities or delay in the sale of the real estate, by subscribing to our investment offering(s), you hereby covenant to abide by such extension in duration and in good faith without instigating actions that could result in distrust, discredit and negativity amongst fellow investors on the platform.

Use of the Website and Content

You agree that our content cannot by 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 the express written consent of DreamCity Capital is prohibited.

Availability of Website

DreamCity Capital does not warrant the website, its content or any services provided or offered on the website will be uninterrupted, timely, or virus 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 or the rights or use and enjoyment of the website by any other person or entity in any manner. By using the website, you absorb DreamCity Capital, its employees, and affiliates against any and all loss, damage, and claims, in whatever manner, howsoever caused arising from or related to your use of the website.

Disclaimers, Exclusions, and Limitations of Liability

THE WEBSITE AND ITS CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND USE OF THE WEBSITE IN ANY MANNER IS SOLELY 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 ON THE WEBSITE, ITS CONTENT, FINANCIAL ADVICE, AND/OR MARKETING MATERIALS.

DREAMCITY CAPITAL SHALL HAVE NO LIABILITY 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 CAUSED TO YOUR COMPUTER, COMPUTER SOFTWARE, SYSTEMS, PROGRAMS, AND THE DATA THEREON.

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 (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR BUSINESS INTERRUPTION) OF ANY KIND WHETHER IN AN ACTION IN CONTRACT, TORT, OR NEGLIGENCE ARISING OR RELATING IN ANY WAY TO THE USE OR INABILITY TO USE THE WEBSITE, THE CONTENT, OR ANY THIRD-PARTY WEBSITE THAT IS LINKED TO THE WEBSITE, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE, EVEN IF ITS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR EXPENSES.

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.

Indemnity

You hereby undertake to defend, indemnify and hold DreamCity Capital, its directors, officers, employees, agents, successors or assigns harmless from and against any and all claims, losses, damages, liabilities, costs and expenses (including but not limited to reasonable legal fees) while acting in accordance with the terms of these Terms and Conditions.

DreamCity Capital shall not be liable for any loss affecting the assets held by it on behalf of the Investors, where such losses are the result of unforeseen adverse market conditions, government restrictions, conditions outside our control.
DreamCity Capital shall not be liable for any act or failure to act by any third party.

Anti-Money Laundering

You hereby covenant that the sum invested by you is not the proceed of crimes, theft, fraud or of activities that contravenes applicable laws as it relates to applicable anti-money laundering laws of the securities and exchange commission.
And that no subsequent payment or investment made by you both now and in the future shall cause DreamCity Capital to be in violation of applicable law on anti-money laundering and proceeds of crime.

Where we discover that your representations and information are untrue or inaccurate or that our Platform and or Services are being used contrary to applicable Laws or for any suspicious transactions; as determined by us or regulatory agencies, you undertake to indemnify us against any loss, damages or expenses that we may incur as a result of it and further acknowledge that we have an obligation to report your activities to the relevant authorities without recourse to you.

Termination of Account

DreamCity Capital may suspend or terminate your account and your ability to use the website at any time if your activities are found to be fraudulent, in the case of bankruptcy/insolvency (as may be applicable), if required (acting reasonably) or, if you have breached any part of these Terms & Conditions; we accept no liability for any harm that may be caused, directly or indirectly, by such suspension or termination.

We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone on the platform or otherwise making available any User information, emails, or other materials that are believed to violate these Terms.

Any suspension, termination, or cancellation shall not affect your obligations to DreamCity Capital under these Terms (including but not limited to ownership, indemnification, and limitation of liability), which by their sense and context are intended to survive such suspension, termination, or cancellation.

You may terminate your relationship with us at any time subject to specific rules/guidelines applicable to your User Account. Termination is without prejudice to rights and obligations arising prior to the date of termination.

Governing Law

The laws of Nigeria shall govern these terms and your investment with us. The venue for any dispute arising from your use of the website or otherwise under these Terms and Conditions shall be in Abuja. 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 view this website and access the website at your own risk and initiative.

This website and the content posted on it or made available through it shall not constitute an offer or solicitation and may not be treated as an offer or solicitation: (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation; or (iii) if the person making the offer or solicitation is not qualified to do so. Any investment offering that may be offered on the website can only be marketed in certain jurisdictions. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country or your place of residence.

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 provision to the greatest extent possible under applicable law and the remaining will continue in full force and effect.

Waiver

Failure of DreamCity Capital to insist upon strict performance of any provision of the Terms or the failure of DreamCity Capital to exercise any right or remedy to which it is entitled shall not constitute a waiver thereof and shall not affect the validity of the Terms, or any part, or DreamCity Capital’s right to enforce each and every provision. If any of the Terms are deemed invalid or unenforceable for any reason (including, but not limited to the exclusions and limitations set out above), then the invalid or unenforceable provision will be severed from the Terms and the remaining Terms will continue to apply.

Electronic Funds Transfers

Payment for investment offerings, capital and returns on our platform comes with transfer fees applicable at bank rate.

DreamCity Capital processes Electronic Funds Transfers (EFTs) as an efficient method to receive electronic deposits from investors, to redeem investments returns and to issue refunds to investors. EFTs are processed through third party’s authorized by Central Bank of Nigeria.

EFTs are electronically initiated transfers of money from your bank account or credit or debit card account, which you utilize on the Platform to initiate, and which allow you to participate in our investment offerings. By using any our service, you agree to the terms and conditions in this Agreement and any amendments for the EFTs services offered.

In order to use the payment functionality of the platform, you authorize us to share your identity, bank account data and credit or debit card account data with Central of Nigeria, Our Bankers, Securities and Exchange Commission and any authorized third party (payment service provider) for the purpose of processing your EFTs, and you are responsible for the accuracy and completeness of that data. You understand that you are responsible for managing your bank account data and credit or debit card data on the Platform. You also authorize us to process EFTs as you direct through the DreamCity Capital online platform.

You acknowledge that we will not be liable for any loss, expense or cost arising out of EFT services provided through your use of DreamCity Capital website/plaform, which are based on your instruction.

Dispute Resolution

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 60 (thirty) days shall be referred to arbitration in accordance with and subject to the provisions of the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria 2004.

If you have any concerns or disputes about your investment or our service, you shall first of all attempt to resolve such concerns or dispute by registering your complains to us by email: info@dreamcitycapital.com or by phone number 08077754252.