Client Terms and Conditions
These Terms will govern your relationship with Roma Capital Group Limited, trading as ‘Roma Capital’.
1. About Roma Capital.
1.1 “Roma Capital.” is a UK registered private limited company, registered no. 08369014, whose address is 78 Sandgate High Street, Sandgate, Kent, CT20 3BX. References to “we”, “us”, “our” are references to Roma Capital. and includes (our partners, employees, agents).
2. Our Agreement with You
2.1 Our legal relationship with you is governed by these Terms.
2.2 We reserve the right to seek additional information at any time to enable us to provide our services, to prevent fraud or to comply with any legal or regulatory requirements. We are entitled to rely upon any information, which you provide which we believe in good faith to be true, accurate and complete.
2.3 We reserve the right not to accept you as a client. Subject to any legal obligations we may have, we may reject your application at our absolute discretion and without providing any reason for this. In the event that we do reject your application, we will endeavour to contact you to advise you of this. Clients who are individuals must be at least 18 years of age. We will determine the basis and extent of acceptance of your subscription to any investment at our absolute discretion. It is intended that subscriptions to our investments will be accepted in the order in which they are committed. We reserve the right, notwithstanding the basis so determined, to reject in whole or in part and/or scale down any subscription. Subscription monies not accepted will be returned to the applicant in full by means of a cheque, posted at your risk. The right is also reserved to treat as valid any subscription not complying fully with these terms and conditions or not in all respects complying with our procedures.
2.4 You confirm that you have the authority to enter into our Agreement. If you are entering into our Agreement on behalf of a company or other corporate entity, you confirm that you have the necessary authorisation to enter into this Agreement and any investment transactions arising from it.
2.5 We may require you to answer questions or provide confirmations as to your net worth and/or investment experience. You confirm that all the information you provide to us is complete, accurate and up-to-date.
2.6 This Agreement shall come into effect when you confirm acceptance of it by clicking on the acceptance button on our website.
3. Retail Client
3.1 You will become a Roma Capital. Client, and these Terms will become binding, when we inform you in writing that your registration has been accepted.
3.2 You shall inform us promptly if at any time information that you have provided to us during the registration process changes. If, in our opinion, you no longer meet the criteria for continuing to be a Roma Capital. Client, we shall be entitled to terminate your Roma Capital. Client status on written notice with immediate effect.
4. Investment Opportunities
4.1 As a Roma Capital. Client, we may give you access to opportunities for investment in property. We are not obligated to offer you any opportunities. Should you make an investment, you will invest in a UK private limited company referred to as a ‘SPV’ (special purpose vehicle), registered for the sole purpose of investing in property. You will receive an interest in the SPV in exchange for your investment, which will be governed by the terms of an Information Memorandum, Articles of Association and custodian letter of instruction, copies of which will be provided to you.
4.2 Roma Capital. does not provide any advice or recommendations in relation to investments. Whilst we may give you details of a proposed investment opportunity, you should complete your own research, obtain independent advice and select your own investment. If you are in any doubt whether an investment is suitable you should always seek the advice of an independent financial advisor.
5. Your Right to Cancel
5.1 If you are a consumer, you have the right to cancel this Agreement. You can cancel within 14 days from the date on which we notify you in writing that your registration as a Roma Capital. Client has been accepted (the “Cancellation Period”).
5.2 To exercise your right to cancel you should write to Client Services, Roma Capital, 78 Sandgate High Street, Sandgate, Kent, CT20 3BX, within the Cancellation Period and notify us of your cancellation. If you do not exercise your right to cancel we will provide the agreed services until our relationship is terminated in accordance with these Terms.
6. Your Money
6.1 You will only be required to pay money to the appointed Custodian once you have contractually agreed to make a specific investment. We will only require you to deposit money with the investment Custodian in respect of the particular investment commitment you have made, and we will not hold any generic or discretionary investment amounts on your behalf.
6.2 We take reasonable care in the selection, appointment and periodic review of any credit institution or other entity holding sums in a Client bank Account. Subject to the Rules, we are not liable for the acts, omissions or default of any such organisation except to the extent caused by our own negligence, fraud, willful default, breach of the Rules or breach of contract. If a credit institution, bank or other organisation with which client money is held becomes insolvent (or similar) then we may not be able to recover the full amount of the balance owing on the client account. The exact position will depend on the regulatory rules applied but you may share proportionately in any shortfall with our other clients.
6.3 No interest will be paid on Client Money.
6.4 Where Client Money is unclaimed for a significant period of time, we will make efforts to contact you in accordance with the Rules but in the event that we are unable to do so, we may cease to treat such sums as Client Money to the extent the Rules permit us to do so.
8. Our Liability
8.1 You should be aware that a higher degree of risk is generally attached to our investments. We do not make personal recommendations and we do not guarantee that any particular investment will be suitable to your individual situation. You should make the decision to invest in an opportunity wholly in reliance upon your own experience and expertise or, if appropriate, after consultation with your independent financial advisers.
8.2 You should note that the value of any investment may go down as well as up, and you may not receive back the full amount that you invest. It is possible that you could lose your entire investment. You should ensure that you have sufficient liquidity to bear this risk before considering any investment.
8.3 If we provide notes on the tax implications of any investment, such notes will not constitute specific advice and will be of a generic nature only. You should consult your own tax advisers before investing.
8.4 We will only be liable to you for any loss or damage, which arises as a directly foreseeable consequence of our breach of this Agreement or for our negligence, fraud or willful default.
8.5 We shall not be liable for any defaults of any counterparty, agent, banker, nominee or other person or entity, which holds money, investments or documents of title.
8.6 In the event of any failure, interruption or delay of our performance respective obligations resulting from acts, events or circumstances not reasonably within their control (including but not limited to acts or regulations of any governmental or supranational bodies or authorities) or breakdown, failure or malfunction of any telecommunications or computer service or systems, you acknowledge that we shall not be liable or have any responsibility of any kind to any loss or damage thereby incurred or suffered by you.
8.7 Subject to clause 8.4 neither we will not be liable for any indirect, incidental, punitive or consequential damages, loss of business, loss of profits, loss or corruption of data, loss of goodwill or reputation caused by us under this Agreement.
8.8 Nothing in this Agreement shall limit our liability for personal injury or death or for any other liability the exclusion or limitation of which is not permitted by applicable law.
8.9 We will not incur any liability whatsoever for any partial or non-performance of any obligations under this Agreement by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and subject to the Rules we shall not be held liable for any loss may incur as a result of any such factor provided we have taken reasonable steps to mitigate the effects of any such factor.
8.10 Before investing, you should always consider your own assessment of the value of a property after conducting your own research. Unless expressly stated otherwise, information provided by Roma Capital. does not take into account the effects of any adverse market developments or conditions.
8.11 No undertaking, representation, warranty or other assurance is given, and none should be implied as to, and no reliance should be placed on, the accuracy, completeness or fairness of any information provided by Roma Capital. No representation or warranty either express or implied is or will be made or given in relation to information provided, and no responsibility or liability is or will be accepted by Roma Capital. or any of its directors, officers, employees, agents or advisers in respect of information provided.
8.12 No warranty or assurance is made as to the actual value or return, which may be received or achieved in connection with any investment, nor the legal, tax or accounting effects of consummating any transaction in relation to an investment.
9. Compliance with Laws and Regulations
9.1 We will not do anything, which would in our good faith opinion infringe any applicable laws, regulations or rules of market conduct and may do whatever we consider necessary to comply with them. We are subject to laws designed to prevent financial crime. We reserve the right to decline to accept any particular instruction and we may not give reasons for doing so for example, if we consider in good faith that it would be unlawful to do so or if we consider in good faith that it would compromise our security procedures.
10. Risk Warnings
10.1 The investments to which you may involve risks and entail a risk of capital loss. Because of the risks involved, those investments are only suitable for those persons who understand the risks inherent in investing in real estate, are able to bear the economic risk of the investment, understand the high degree of risk involved including the potential for loss of the entire investment, believe that the investment is suitable based on their investment objectives and financial needs and have no need for liquidity of investment.
10.2 You should carefully consider the following non-exhaustive list of investment risks. The value of any investment you make could be substantially reduced as a result of any of these risks. You may lose all or part of your investment. Past performance is not necessarily a guide to the future.
10.3 Investment in smaller, unquoted entities such as those to which we may introduce you, by its nature, involves a high degree of risk. Proper information for determining the risks to which they are exposed may also not be available. Such investment involves a higher degree of risk than a portfolio of quoted shares. In view of the nature of the proposed investment, our investments should not be regarded as short-term in nature. There can be no guarantee that any appreciation in the value of any investment will occur or that the commercial objectives of any investment vehicle will be achieved.
10.4 Changes in economic conditions including, for example, interest rates, rates of inflation, industry conditions, competition, political events and trends, tax laws and other factors can substantially and adversely affect real estate investments in general and the prospects of any investment we may introduce to you in particular.
10.5 There is no public market for the investments we may introduce to you and one is not expected to develop. If you invest in any project we introduce to you, you will not be permitted to assign your investment interest without our prior written consent, which we may withhold in our absolute discretion.
10.6 Redemptions from any investment we introduce to you will not be permitted. You must be prepared to bear the risks of holding any such investment for an extended period of time.
10.7 The development or re-development of properties may exceed their budgets. Unforeseen events such as changes related to building permits, planning errors or other aspects of the development and re-development, shortage of necessary equipment, or adverse weather conditions, or other unforeseen events may cause cost overruns and delay or frustrate completion of a project. There can be no assurance that any overrun resulting from any occurrence will be adequately covered by insurance policies or that such insurance will continue to be available or, if available on terms acceptable to the Partnership. In the event of a budget overrun the Partnership may have to seek additional financing from outside sources in order to complete production. No assurance can be given as to the availability of such financing or, if available on terms acceptable to the Partnership. In addition, in the event of substantial budget overruns, there can be no assurance that such costs will be recouped, which could have a significant impact on the investee companies’ results of operations or financial condition.
10.8 Each investment we introduce to you will be a single-purpose property development opportunity, and the performance of it will be wholly dependent on the success of the development. There will be no strategy or arrangement for diversifying or hedging risk. Each investment vehicle will be a newly formed entity with no operating history. There can be no assurance that the entity will achieve its investment objectives.
10.9 The investment vehicles for all of our investments will be managed by a managing entity over which you will have no influence or control. Investors will not be able to make investment or other decisions on behalf of the investment entity or have any role in its activities.
10.10 There can be no guarantee that the structure of any investment we introduce to you will be tax efficient for you or that any particular tax result will be achieved and in particular we will not consider the individual tax status of any individual investor when determining whether to acquire, restructure or dispose of any particular investment or in determining how to pay disposal proceeds to investors. Changes in legal, tax and regulatory regimes may occur during the life of an investment which may have an adverse effect on investors.
10.11 It cannot be guaranteed that any investment you make with us can easily be realised. Realisation of your investment will be dependent on the successful completion and disposal of a property development. There will be no right to require or compel an exit from your investment prior to that time. There can be no guarantee that market conditions will be propitious in respect of the development project or its disposal. This may significantly delay a targeted exit. It may be difficult to predict when an exit may take place and there can be no guarantee that an exit will ever take place. Accordingly, investors may potentially lose the total amount of their investment.
10.12 Investors should not place reliance on forward-looking statements in any materials that we send to you concerning any investment. Statements that are (or may be deemed to be) “forward looking statements” can be identified by the use of forward-looking terminology including the terms “believes”, “continues”, “expects”, “seeks”, “intends”, “may”, “will”, “would”, “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. While we will comply with the Rules in relation to any materials provided to you concerning an investment, you should be aware that forward-looking statements contained in any materials that we provide to you are subjective and not a promise or assurance that such trends or activities will continue in the future.
11. Our charges and Other Costs Payable by You
11.1 Our fees relating to each project are outlined in the specific project memorandums
11.2 We reserve the right to deduct any amounts due to us from any funds of yours held by the investment custodian according to the custodian letter of instruction.
12. Tax and Legal Affairs
12.1 You have sole responsibility for the management of your tax and legal affairs including all applicable tax filings and payments and for complying with applicable laws and regulations. We have not and will not provide you with tax or legal advice and we recommend that you obtain your own independent tax and legal advice tailored to your individual circumstances. The tax treatment of investment products can be complex, and the level, rate and basis of taxation may alter during the term of any product.
13. Overseas Regulations
13.1 Our services will not be available in countries where they are prohibited by local law. If in doubt you should contact your legal adviser. If you use our services knowing that there is a legal reason why they cannot be provided to you we will not be responsible for the consequences.
13.2 Unless otherwise agreed in writing with you, we will not provide you with our services if you are, or become, a US person. ‘US person’ means any citizen or resident of the USA including the estate of any such person, or any corporation, partnership or other body created in or organised under the laws of the US, or any political subdivision of that country, or any estate or trust whose income regardless of its source, is subject to US federal income tax. We reserve the right to ask further questions or to ask for evidence at any time that you are not a US person. If we become aware that you are or have become a US person we may terminate our relationship with you in accordance with clause 18. References to the USA include its territories, possessions and all areas subject to its jurisdiction.
13.3 We also have obligations under the European Union tax rules, which require us to provide certain information about the beneficial owners of investments or levy the appropriate rate of withholding tax to UK and other member states’ authorities.
13.4 We may be obliged under UK legislation, agreements and tax treaties with worldwide jurisdictions to provide information on clients and withhold tax. We will endeavour to collect income on your behalf under the appropriate rate of withholding tax provided that we have the appropriate documentation from you.
14. Client Protection
14.1 As we and our investments are not authorized or regulated by the FCA, you are not covered by the Financial Services Compensation Scheme, nor do you have recourse via the Financial Ombudsman.
15.1 You should contact us immediately if you are dissatisfied in any way with any aspect of your account or our services.
15.2 If after speaking to us the matter is not resolved to your satisfaction then a complaint can be made in writing, by telephone, by fax, by email or in person.
15.3 We treat any complaint very seriously and aim to resolve a complaint fairly and promptly. We hope to resolve all complaints amicably.
16. Changing this Agreement
16.1 We may vary this Agreement by giving you written notice by e-mail.
16.2 We will only make changes for the following reasons:
(a) making the Agreement clearer and no less favourable to you;
(b) providing for the introduction of new systems, services, changes in technology and products (including different types of products or types of investment);
(c) rectifying any mistakes or omissions which may appear from time to time;
(d) reflecting any change in applicable law;
(e) (e)reflecting any increase in the costs in of providing any service and/or changes in economic circumstances impacting the operation of the Platform or any services provided under this Agreement; or
(f) facilitating any business transition referred to in clause 21: or
16.3 We will give you 14 days’ notice of any change except where we reasonably determine that the change is for reasons given in clauses 16.2(a) or (c) or is otherwise beneficial to you. If you are unhappy with any changes to this Agreement you may terminate this Agreement, though this will not have the effect of cancelling or varying any existing investments or contractual commitments to invest that you have made.
16.4 Our Agreement, including these Terms shall, even after termination, continue to govern any legal rights or obligations which have already arisen or which relate to our services under these Terms or which arise in consequence of termination.
16.5 Termination of this Agreement will not affect any other agreement you and/or we have previously entered into in respect of any specific investment that has been made by you or to which you have bindingly committed.
17. Termination of this Agreement
17.1 If you no longer wish to use our services and you have no ongoing investments or outstanding commitments to invest, then you may simply give us notice to terminate this Agreement by e-mail and we will adjust our records.
17.2 If you have no investments or outstanding commitments to invest we may terminate this Agreement by 14 days’ notice.
17.3 We may terminate this Agreement whether or not you have made investments or have outstanding commitments to invest by immediate e-mail with immediate effect in the following circumstances:
(a) you are in breach of your obligations under this Agreement (or any other agreements with us including our terms of website use, or data policy) in a material respect;
(b) you are no longer eligible to use our services in accordance with this Agreement;
(c) we reasonably suspect that you have committed fraud, been involved in money laundering or have otherwise been involved in unlawful activities (whether in connection with our services or otherwise);
(d) where continuing the Agreement would in our reasonable opinion involve a material risk of breach of legal or regulatory requirement.
17.4 Where we reasonably consider it appropriate to do so, we will give you the opportunity to comment on any fact or circumstance within clause 17.3(a) to (d) before terminating this Agreement.
17.5 Where we terminate the Agreement in accordance with clause 17.3, we may also effect your withdrawal from any investment to which you may have committed but not yet invested, thereby cancelling your unfulfilled commitment.
18.1 We will correspond with you at the address last notified by you to us, or by post at the last postal address notified by you to us.
18.2 All correspondence and notices sent by us shall be deemed to be received by you 2 Business Days after posting if sent by first class pre-paid post to addresses within the UK, or 5 Business Days if sent by airmail post to addresses outside the UK, or when despatched if sent by email.
18.3 Our address for all communications and any other notices is Roma Capital, 78 Sandgate High Street, Sandgate, Kent, CT20 3BX
19. Using Your Personal Information
19.1 In order to provide our services to you, we will need to collect, use, share and store personal data about you. In doing so we seek to adhere to the Data Protection Act 1998 (“DPA”) which governs how we may use your personal information and provides you with certain rights in respect of your information.
19.2 In order to provide the services under our Agreement, we may also process personal information which you have supplied to us or which has been supplied to us by a third party relating both to you and to other individuals, such as your spouse. Where you provide us with information about another individual you confirm that you have obtained their prior consent to provide this information to us and for us to process it in order to provide our services. Records of your personal information will be held in accordance with the DPA.
19.3 You confirm we may use or disclose your personal information for the purposes of providing our services, arranging investments on your behalf, confirming your identity to meet the requirements of anti-money laundering legislation and regulation, carrying out credit checks, informing you of our services or for other marketing purposes, recovering any debt or preventing fraud or other wrongdoing.
19.4 You consent to us sharing your personal information with professional advisers and with investment partnerships, Limited Partnership, Limited Liability Partnerships or other entities that are established for the purposes of any investment in which you consent to participate.
19.5 We reserve the right for a designated qualified entity to carry out credit checks and you consent to us arranging this.
19.6 You acknowledge that we may disclose information arising from or in connection with our relationship with you to any court or tribunal, government, regulatory, fiscal or monetary authority or agencies, where reasonably requested to do so or if required by applicable law, regulations or guidelines.
19.7 If you elect to receive information from us, then we may use your personal information to inform you of investment opportunities or for other marketing purposes. If you no longer wish to be contacted for marketing purposes, please contact us in writing.
19.8 We may pass on personal information about you to parties who may be based outside of the EEA. Before doing so we will take reasonable steps to enter into a suitable agreement with the relevant parties and/or adopt any necessary measures in order to ensure an adequate level of protection with respect to your privacy rights and protection of your personal information.
21. Anti-Money Laundering
21.1 We have certain responsibilities to verify the identity and permanent address of our clients under UK anti-money laundering legislation.
21.2 If you are resident in the UK we will designate a qualified entity to undertake an electronic anti money laundering check of the personal data you have provided. Where an electronic check of personal data is not appropriate or acceptable you will be asked to provide documents to establish the correctness of your personal details. These will generally be a certified copy of your passport or photocard driving licence and a copy of a recent bank statement or utility bill or other acceptable documents, but other documents may be required by us depending on the circumstances.
21.3 We reserve the right not to make payments to or to receive payments from third parties and not to make payments to or receive payments from bank accounts not in your name or held in a jurisdiction outside of the EU.
21.4 If you invest in any of our projects, we may be requested by professional advisers and other providing services in respect of those projects to forward to them copies of any verification of identity and address documents that we have obtained from you. You agree that we have your permission to forward these documents to such persons if so requested.
21.5 We may also be required to pass these documents to our bank or another institution where we have a client account with them. You confirm that we have your permission to forward these documents to such persons if so requested.
21.6 The designated qualified entity handling anti-money laundering checks for us are subject to legal requirements to make reports if they know, suspect or have grounds to suspect money laundering, terrorist and related activities. They may also have to cease to act without explanation in certain circumstances. We and they are not normally permitted to inform anyone (including you) of the fact that we have made such a report. We and they will not be liable to you for any liabilities, losses, costs or expenses suffered by you that arise out of our compliance with these legal requirements. These requirements may mean that we and they consider it appropriate (acting in good faith) not to allow you to proceed with an investment, notwithstanding that you and we have previously agreed that you will do so, and we will not be liable to you for any liabilities losses, costs or expenses suffered by you in such circumstances.
22. Anti-Bribery and Corruption
22.1 We have implemented and will maintain a suitable anti bribery and corruption policy which covers all aspects of our business. We will not accept cash from you or on your behalf.
23. Assignment and Delegation
23.1 Our Agreement is only enforceable by you and us and no other person shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of our Agreement. This does not affect the rights and obligations of any permitted assignee or transferee.
23.2 You agree that you will not assign, dispose of or grant security over any of your rights and obligations under our Agreement without our prior written consent.
23.3 We may assign or transfer any of our rights or obligations under our Agreement to a third party. Before effecting any such assignment or transfer, we will make reasonable efforts to agree such statement of policy with the assignee/transferee as we reasonably consider is sufficient to protect your rights under these Terms and to ensure that the services are provided by the assignee/transferee to the same standard as we provide them to you. We will give you written notice of any assignment or transfer. If you object to such assignment or transferee, you may terminate your relationship with us or any assignee/transferee in accordance with these Terms.
23.4 We may delegate any of our functions under our Agreement. We may employ agents to perform any administrative or ancillary services required to enable us to perform our services under our Agreement without prior notification to you.
24.1 In these Terms:
“Roma Capital” means Roma Capital Group Limited.”
“Roma Capital Client” means any person, including but not limited to an individual, body corporate, unincorporated association, partnership or trust, that has been accepted and registered as a client of Roma Capital Group Ltd.;
“Consumer” An individual Roma Capital. Client (and not a company or other incorporated entity who is not using our services in the course of any business he or she is carrying on;
“Terms” means these terms and conditions;
“we”, “us” or “our” means Roma Capital;
“you”, “your” means a Roma Capital. Client;
“they”, means the custodian used in the investment.
24.2 In these Terms unless the context requires otherwise:
(a) headings are inserted for convenience only and will not affect the construction or interpretation of our Terms;
(b) words importing the singular include the plural and vice versa;
(c) any reference to a statute, statutory instrument, the Rules or other regulation includes all provisions, rules and regulations made under it and will be construed as a reference to such statute, statutory instrument, the Rules or regulation as amended, consolidated, re-enacted or replaced from time to time;
(d) a reference to any party shall include that party’s personal representative, successor or permitted assigns;
(e) in the event of any conflict between these Terms and any document, these Terms (other than any relevant Supplementary Terms) shall prevail;
(f) any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition phrase or term preceding those terms.
25.1 If any term, condition or provision of this Agreement shall be held to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall not affect the validity, legality or enforceability of the remainder of these Terms.
25.2 If any provision of this Agreement is so found to be invalid or unenforceable in accordance with Clause 25.1 but would be valid or enforceable if some part of the provision were deleted or the period, area or scope of application of the clause were reduced, the clause in question will apply with any modification(s) that may be necessary to make it valid and enforceable.
25.3 You agree, in the circumstances referred to in Clause 25.1, and if Clause 25.2 does not apply, to attempt to substitute for any invalid or unenforceable provision a valid and enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the provision which is invalid or unenforceable. The obligations of the parties under any invalid or unenforceable provision of this Agreement will be suspended while the parties attempt to agree the substitution.
26. Governing Law
26.1 Our Agreement and any non-contractual obligations arising out of or in connection with our Agreement and our relationship with you before our Agreement comes into effect are governed and construed in accordance with the laws of England and Wales. Each party submits to the non-exclusive jurisdiction of the English Courts.
27.1 This Agreement is supplied in English and all communications between us, including documentation, shall be in English.