Investor Terms & Conditions

These terms set out the basis on which we, Transcendent Real Estate Limited ("TRE"), will allow you to invest in a property via our website (www.t-re.co.uk) (the "Website"). Please read these terms and conditions carefully before using the Website. By using the Website, you agree to be bound by these terms and conditions.

TRE is authorised and regulated by the Financial Conduct Authority (the "FCA") of 25 The North Colonnade, Canary Wharf, London, E14 5HS (FCA registration number 706156) and as such we are subject to the FCA rules in our dealings with you.

References to we/our/us are to TRE or TRE Nominee Limited (the "Nominee"). References to you/your are references to the user of the Website for the purpose of investing in property (the "Investor").

  1. Background
    1. TRE, through the Website, is providing information on properties which you have decided to invest in by acquiring a beneficial interest in shares ("Shares") in a corporate vehicle known as a special purpose vehicle established for the sole purpose of acquiring, owning and managing an individual property (the "SPV"). Each SPV will be 100% legally owned by the Nominee. You will hold the beneficial interest in the Shares.
    2. We will conduct a fundraising round (the "Investment Round") through the Website pursuant to which we are looking to raise a pre-agreed minimum amount for each property from various investors (the "Total Investment Required") in exchange for shares in each SPV. The Total Investment Required will be the minimum sale price of the property as agreed between us and the seller of the property (the "Seller").
    3. You agree to invest money in exchange for a percentage of the Shares issued by the SPV, conditional on the Total Investment Required being achieved.
    4. If the Total Investment Required is achieved (subject to such amount being reduced under paragraph 3.5) you agree for your Shares to be held on your behalf by the Nominee and therefore you wish to appoint the Nominee to hold your shares on your behalf and the Investment Round completes (subject to such amount being reduced under paragraph 3.5).
    5. Your investment into a property might be by way of acquisition, by the SPV, of a company which holds the property or a direct acquisition of the property itself.
  2. Split of Legal and Beneficial Title
    1. On a successful purchase of any of the Shares in the SPV, the Nominee will become the legal owner of those Shares and simultaneously assign the beneficial ownership of the Shares to you. This is to make the process of administering the investment and the SPV easier for everyone.
    2. By purchasing the Shares in the SPV, you agree to irrevocably appoint the Nominee to make all appointments and decisions on your behalf, except if expressed otherwise in this agreement, and the Nominee shall accept such appointment.
    3. These terms are key to making sure the split of legal and beneficial title works for all investors. If you attempt to terminate this agreement in any way, the SPV reserves the right to treat your shares in the SPV as deferred shares. In this situation you will lose all dividend rights.
  3. The Investment
    1. You agree to invest a minimum of £5,000 (the "UK Investment Amount") in exchange for Shares in the SPV on the terms and subject to the conditions set out in this agreement, unless you are domiciled outside of the United Kingdom and/or your main place of business is located outside of the United Kingdom, in which case You agree to invest a minimum of £25,000 (the "Overseas Investment Amount").
    2. In making the investment you agree that you have done so solely based on information contained on the Website, together with any independent knowledge that you may have and professional advice that you may have received. Nothing TRE or the Nominee does, nor anything that is on the Website, is to be construed as advice or a recommendation by us in relation to an investment. You have complete control and discretion on whether or not you invest through the Website.
    3. By selecting a property to invest in through the Website, you automatically agree to invest in Shares in the relevant SPV that will acquire the property. We will combine your transaction to purchase Shares with other investors that have also purchased Shares in the relevant SPV. While it is unlikely that the aggregation of orders and transactions will work overall to the disadvantage of any investor whose order is to be aggregated, the effect of aggregation may work to an investor's disadvantage in relation to a particular order.
    4. Your percentage of the shares in the SPV will be calculated in relation to the value of the property and all other acquisition costs and fees which will arise in the acquisition of the property. For example, if the Total Investment Required is £10,000,000 and you have invested £100,000, you will acquire 1% of the shares in the relevant SPV.
    5. TRE and/or the Nominee has the discretion to reduce the Total Investment Required at any time (in the event, for example, that a reduced sale price is agreed with the Seller).
    6. Completion of an investment will be conditional on the following:
      1. at least the Total Investment Required being raised during the Investment Round (subject to such amount being reduced under paragraph 3.5);
      2. you entering into a shareholders agreement (in the form shown on the Website) with the Nominee to which you will remain bound after completion of the investment;
      3. the Seller completing the sale of the property to the SPV; and
      4. the Nominee having the discretion to not complete the acquisition of the property for any reason whatsoever.
  4. Return
    1. Once you have made an investment and purchased Shares, any distribution you receive will be paid to you on a quarterly basis and placed within your client money account on the Website. You may then choose to withdraw this money at any time, or re-invest in other properties in a similar manner as set out in this agreement.
    2. You may have to pay other taxes or costs which are not imposed by us, including on any gains on your investment or income arising from them. You should seek your own independent advice, where necessary.
  5. The Nominee
    1. The Nominee is wholly owned and controlled by TRE.
    2. You and the Nominee both agree that the relationship between you both shall be that of principal and nominee only, that neither party has an intention to create a partnership between them and that this agreement should not be construed as such.
    3. You acknowledge and irrevocably agree that you shall not be entitled to direct the Nominee in relation to the shares that you have acquired in the SPV, save where expressly stated otherwise.
  6. Money Held By TRE
    1. The Website allows you to deposit money into an account which can then be used by you to purchase Shares through the Website. Until such a time that you use this money to purchase Shares, this will remain your money and can be withdrawn by you at any time.
    2. We shall hold any money we receive from you in accordance with the FCA's rules, which require that we hold client money in a client bank account segregated from our own funds.
    3. We shall exercise due skill, care and diligence in the selection, appointment and periodic review of any credit institution or bank (other than a central bank) where the client money is deposited and for the arrangements for holding the client money, but we shall not be responsible for any acts, omissions or default of any such credit institution or bank.
    4. You acknowledge and accept that your money may be pooled with money belonging to other clients, which means that you do not have a claim against a specific sum in a specific account, but against the client money pool in general. Any interest earned on client monies which have not been invested will be retained by TRE.
    5. You acknowledge that we will cease to treat as client money any unclaimed balances after a period of six years provided we have otherwise taken reasonable steps to trace you and return any balance to you.
  7. Payment
    1. In order to commit to making an investment in a property via our Website, you will have to have deposited an amount at least equal to the UK Investment Amount or Overseas Investment Amount (as applicable) via the Website.
    2. The UK Investment Amount or Overseas Investment Amount (as applicable) will initially be paid by you into the client money account of TRE (as outlined in further detail in paragraph 6 above). No interest will be paid on any amount that you deposit with TRE or the Nominee as part of this agreement.
    3. Once you have indicated, via the website, that you wish to proceed with the investment in a property and purchase Shares you will not be entitled to withdraw your funds that will be used to purchase the Shares from the client money account unless you have validly exercised the withdrawal rights set out in clause 8.
    4. The UK Investment Amount or Overseas Investment Amount (as applicable) will be used to fund the acquisition of the property, directly or indirectly, and therefore removed from the client money account on completion of such acquisition.
  8. Withdrawal
    1. You may exercise your right to withdraw from an investment in the 14 day period which follows your decision to invest by sending an email to admin@t-re.co.uk.
    2. If you exercise your withdrawal rights in accordance with paragraph 8.1 above, you may withdraw the UK Investment Amount or Overseas Investment Amount (as applicable) from your client money account or leave the funds in the client account for use on another investment.
  9. Role of TRE
    1. TRE will operate the Website and, in accordance with these terms and conditions, allow you to access the Website and use the functions available on the Website. Where you purchase Shares through the Website, TRE will also co-ordinate the payment and collection of sums due from investors through the Website, or otherwise, with the aim of achieving the Total Investment Required (subject to such amount being reduced under paragraph 3.5).
    2. TRE will negotiate and agree the sale contract with the Seller for the property to be purchased by the SPV, through the Nominee.
    3. TRE will be involved in the pre-sale negotiation and listing of the property on the Website and management of the investment made by all the different shareholders in the SPV post-sale, which will include managing the decision making process set out in the shareholder agreement.
    4. TRE will enter into a management agreement with the SPV, whereby we will perform all necessary tasks in relation to the administration of the SPV and the management of the property.
  10. Periodic Statements and ValuationsYou will be provided with all the necessary reports and information relating to cash balances held in your client money account, with an accompanying review of a particular property in relation to which you have purchased Shares, quarterly within [10] business days of the end of the quarter to which the statement relates but we provide no warranty, representation or assurance as to the accuracy of this information other than required under the FCA rules.
  11. Warranties
    1. By investing through the Website, you warrant:
      1. that you have capacity to invest the UK Investment Amount or Overseas Investment Amount (as applicable);
      2. that, if you are a natural person, you are at least 18 years old; and
      3. the declaration you made, via our Website, stating that you are either a "high net worth individual", "sophisticated investor" or a "restricted investor" (as each term is defined in the FCA rules and set out on our Website) is true, accurate and complete.
    2. By investing through the Website, you further agree that your investment will be legally held by the Nominee and that you will do anything required to ensure that the provisions of the shareholders' agreement and articles of association are observed.
  12. Transfer Provisions
    1. You will be entitled to transfer your interest in the SPV in the following ways only:
      1. to your estate, upon your death; or
      2. by a sale in accordance with the articles of association of the SPV.
  13. TerminationThere is no minimum duration of this agreement and termination of this agreement will only occur:
    1. in the event that TRE becomes insolvent as such term is defined in accordance with the Insolvency Act 1986;
    2. immediately on notice by TRE; or
    3. you withdraw funds from our client money account and close your account with us.
  14. TRE's Fees
    1. TRE will charge a 2% transaction fee at completion of the property acquisition to be undertaken by the SPV on the Total Investment Required. Such fee will be invoiced to the SPV at that time. For example, the fee due to TRE on a property with a purchase price (including acquisition costs) of £500,000 will be £10,000.
    2. TRE will also charge a 1% disposal fee on the sale of a property plus 10% of any profit generated on the sale of a property. Such fee will be invoiced to the SPV at the time. For example, fees due to TRE on the disposal of a property acquired for £500,000 but sold for £1,000,000 will be a disposal fee of £10,000 plus a fee of £50,000, being 10% of the profit made on that disposal.
    3. An annual management fee will be charged for each Property up to a maximum of 7.5% of the gross annual income of that Property. Such fee will be invoiced to the SPV on a monthly basis.
    4. We may waive or reduce our fee for whatever reason, as long as permitted by the FCA rules.
  15. Regulatory Provisions
    1. TRE has categorised you as a retail client under the FCA rules. You may request re-categorisation as a professional client under FCA rules, but any such re-categorisation will be conditional upon you meeting various tests required by the FCA. If you are re-categorised as a professional client, it would also mean that there would be limitations to the level of client protections with which you would be provided than if you remained as a retail client. We will provide you with more information relating to being reclassified as a professional client upon request.
    2. TRE shall provide best execution in accordance with the FCA rules. You confirm that you have reviewed TRE's Best Execution Policy which is available on the Website and acknowledge that, by entering into these terms and conditions, you consent to this Best Execution Policy. TRE may revise its Best Execution Policy from time to time and provide you with a copy of the revised policy.
    3. Transaction in Shares will take place through the Website and, therefore, for regulatory purposes we must obtain your consent to effecting transactions outside a Regulated Market or Multilateral Trading Facility (as such terms are defined in the FCA rules). In this respect, by entering into these terms and conditions you consent to us effecting transactions outside a Regulated Market or Multilateral Trading Facility.
    4. We are required to have arrangements in place to manage conflicts of interest between us and our clients and between our different clients. We have put in place a Conflicts of Interest Policy which identifies those situations giving rise to actual or potential conflicts of interest and which provides details of how such conflicts are managed. Where the arrangements under our Conflicts of Interest Policy are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of the client will be prevented, we will disclose sufficient details of the actual or potential conflict to you in order to enable you to take an informed decision as to whether to continue to deal with us notwithstanding the existence of such conflict. We will provide you with a summary of our Conflicts of Interest Policy upon request.
  16. Complaints Procedure and Compensation
    1. Should you have any complaints regarding our service you should put your concerns in writing to our chief executive, setting out the details of your complaint, to the following address: Transcendent Real Estate Limited, 28 King Street, Manchester M2 6AY.
    2. Our chief executive will consider and have investigated each complaint carefully and aim to respond within 14 days of receipt of your written complaint with our final response. If you are not happy with the outcome of your complaint you may refer it to the UK Financial Ombudsman Service whose phone number is 0300 123 9123 or 0800 029 4567.
    3. TRE is covered by the Financial Services Compensation Scheme ("FSCS"). The FSCS can pay compensation if TRE or any third party bank cannot meet an obligation owed to an Eligible Claimant. The current compensation limit is fifty thousand pounds Sterling (£50,000) in respect of investment business. Further information about the FSCS (including the amounts covered and eligibility to claim) is available at www.fscs.org.uk or call 0800 678 1100.
  17. Waiver
    1. If we fail to insist on your strict performance of these terms and conditions or if we fail to exercise any of our rights or remedies to which we are entitled under these terms and conditions, or any other document referred to herein, this will not amount to a waiver of such rights or remedies nor will it relieve you of your obligations under these terms and conditions.
    2. No full or partial waiver of any such right or remedy shall restrict us from exercising that right or remedy, or any other right or remedy, in the future.
  18. Limitation of Liability
    1. You acknowledge and accept that the Website operates as a forum intended to facilitate the investment in Shares and it does not make recommendations. We therefore make no warranty nor assume any liability in respect of the performance of any of the investments available through the Website.
    2. You acknowledge that we will not be liable to you for any loss, financial or otherwise, that you suffer as a result of using the Website, except as expressly set out in this agreement.
    3. This clause 18 does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraud, neither of which can excluded or limited under English law, or any liability we have to you as a Client arising under the Regulatory System (as defined in the FCA rules).
  19. SeverabilityIf any of these terms and conditions or any provisions of any other document featured as part of your relationship with us are determined by a competent authority to be invalid, unlawful or unenforceable, to any extent, then such term or condition will be severed from the remaining terms and conditions which will continue to be valid, as far as permitted by English law.
  20. No Partnership or AgencyNothing in this agreement is intended to or will be used to establish any partnership or joint venture between the parties, nor authorise any party to make any commitments for or on behalf of any other party.
  21. TaxYou should take your own tax advice in relation to the content of this Agreement. We make no warranty or representation in relation to the tax position which will apply to you following the making of any investment by you.
  22. Notices
    1. Any notice or other communication given to either party in connection with this contract shall be in writing and delivered by hand or sent by pre-paid first class post (or an equivalent next day delivery service) at its registered address (if a company) or its principal place of business or residential address (if an individual), or sent by e-mail to the e-mail address notified to the other party in accordance with this contract. Our e-mail address for the service of notices is: admin@t-re.co.uk.
    2. Any notice or other communication will be deemed to have been received if delivered by hand, on signature of delivery receipt or at the time the notice is left at the proper address, or if sent by e-mail, at 9.00 am on the next working day after it is sent or if sent by post (or other delivery service) on the second working day after posting.
    3. All correspondence and communication between us and you will be in the English language.
  23. Governing Law and JurisdictionAny contractual or non-contractual dispute or claim arising out of or in connection with the Website or its subject matter or formation will be governed by English law and such disputes or claims will be subject to the non-exclusive jurisdiction of the courts of England and Wales.
  24. Entire AgreementThese terms and conditions and any document expressly referred to in them constitute the whole agreement between us and supersedes all previous discussions, correspondence, negotiations or agreement relating to this subject matter.