1. Introduction
Date : August 2, 2025
THIS DOCUMENT (the “Agreement”) sets out the terms and conditions on which we, Deed Limited referred to hereafter as “Deed”, “us” or “we”, enable you to invest in properties via our Platform www.startdeed.com (the “Platform”).
Please read these terms and conditions carefully before using the Platform. If you do not agree with our terms and conditions, please discontinue using this Platform. Deed is an operator of a real estate crowdfunding platform.
References to “we”/”our”/”us” are to Deed. Deed will incorporate, and administer on your behalf, an Intermediate Special Purpose Vehicle (the “SPV”) in the Dubai International Financial Centre (the “DIFC”) to hold your investment interest in a property (a “Property”, being an apartment, villa or house that investors may invest in or have invested in). References to “you”/”your” are references to the user of the Platform for the purpose of investing in the Property (the “Investor”/ the “Client”) .
Deed Limited is a company registered under the regulations of the DIFC.
Company Name: Deed Limited
License Number: CL8528
DFSA Firm Reference No. : F010617
Registered Address: Unit IH-00-01-01-OF-01, Level 1, Innovation Hub, Dubai International Financial Centre, Dubai, UAE
Contact Email: legal@startdeed.com
Deed is authorized and regulated by the Dubai Financial Regulatory Authority (“DFSA”) for the purposes of operating a Crowdfunding Platform under DFSA registration number F010617.
By continuing to use the Platform, you agree to be bound by these terms and conditions and the following policies:
1. Deed Cookie Policy available here https://www.startdeed.com/cookies-policy
2. Deed Privacy Policy available here https://www.startdeed.com/privacy-policy
3. Deed Platform General Terms of use available here https://www.startdeed.com/terms-conditions
4. Deed Key Risks and Disclosures available here https://www.startdeed.com/key-risks
We do not endorse or recognise any other sellers or third party real estate agents or brokers using our Platforms and such users shall be prevented from using the Platforms and all investments shall be made only through Deed.
In addition, you acknowledge and agree that you have read and understood the key risk and disclosure detailed in our website https://app.startdeed.com/dashboard/key-risks
- BACKGROUND
- Deed manages the Platform. The Platform provides information on properties which you may elect to invest in by acquiring shares (each a “Share” and together, the “Shares”) in an SPV established for the sole purpose of acquiring and owning an individual Property. Deed will administer and manage the SPV for you within limited parameters under an administration agreement (the “Administration Agreement”). The form of Administration Agreement is set out at Schedule 1 to this Agreement. By agreeing to the terms of this Agreement you are hereby agreeing to the terms of the Administration Agreement.
- We will conduct fundraising rounds, (each an “Investment Round”) through the Platform pursuant to which we will seek to secure a pre-agreed minimum amount for each Property from various investors (the “Total Funding Target”) in exchange for the shares. The Total Funding Target will be the sale price of the Property as agreed between us and the seller of the property (the “Seller”). Deed will verify the sale price of each Property with an independent valuer, who will provide a full report on each property together with all costs and fees which will arise in the acquisition of the property, as well as any forecasted expenses. The Total Funding Target, along with all expenses pertaining to the purchase of each property, will be set out in detail on the Platform.
- You agree to invest money in exchange for a percentage of the Shares issued by the SPV, conditional on the Total Funding Target being achieved. By subscribing for SPV shares in an Investment Round, you confirm you understand and agree the fees and charges which have been notified to you on the Platform. To the extent you are unclear on any element of the funding process please contact us under support@startdeed.com
- If the Total Funding Target is achieved and the Investment Round completes you will be sent a share certificate representing your Shares.
- If the Total Funding Target is not achieved within the relevant time period, all committed funds will be returned, without deduction of any fees or Expenses, to your Deed Account (‘Deed Account’). You can then choose to use the returned funds towards another Property or withdraw the funds from your Deed Account entirely.
- Your Deed Account is a segregated account operated by ENBD, as further detailed below.
- We accept no responsibility and disclaim all liability for any information about a Property made available to you through the platform.
- THE INVESTMENT & PREORDER TERMS
- You agree to invest money in exchange for shares relevant to the Property you are interested in on the terms and subject to the conditions set out in this Agreement.
- Each Investment Round will include an indicative term for holding the property (the “Investment Term”). Prior to the end of the Investment Term: You will be asked to vote on whether you want the SPV to sell the Property or extend the Investment Term.
- At the launch of each Investment Round, Deed will appoint a property manager for each Property (the “Property Manager”). The details of the Property Manager will be provided via the Deed platform.
- You will agree to the initial proposed Investment Term and the Property Manager prior to making any investment in a property, via the Deed platform.
- The minimum investment amount in most cases is AED (500), although we reserve the right to increase this amount for properties with higher Total Funding Target.
- In making an investment you agree that you have done so solely based on information contained on the Platform, together with any independent knowledge that you may have and professional advice that you may have received. Nothing we have done, nor anything that is on the Platform, is to be construed as advice or a recommendation by us in relation to an investment. You agree that you have complete control and discretion as to whether or not you invest through the Platform.
- Risk Acknowledgement: Prior to proceeding to payment for any investment, you must acknowledge and accept that you have read and understood the full Risk Acknowledgement presented during the checkout on the Platform. By proceeding, you understand and agree to the inherent risks associated with this investment. You acknowledge that all investments come with a degree of risk and can lose value if market conditions sour. Furthermore, you understand that there is no guarantee you will earn any income, such as dividends or interest, which can occur in instances such as a vacant unit. You also accept the liquidity risk, meaning there is a possibility that you will not be able to sell your investment at a fair price and get your money out when you want to. Lastly, while we endeavor to make all information available to you, you understand that some information may not be provided due to data protection or other similar discretionary reasons. You will only be able to proceed to payment once you have scrolled through the entire pop-up and clicked “ACCEPT AND PAY” at the end.
- By selecting a property to invest in through the Platform, you agree to invest in such property through the Ownership Shares. We will combine your transaction to purchase shares with other investors that have also purchased shares in the relevant SPV.
- Investment in real estate is speculative. The market value of a property can fall, and rental income is not guaranteed. You must be prepared to invest for the full investment period, owing to a lack of market for the Property interest. You also acknowledge that it may be difficult to sell the Property at the end of the Investment Term.
- Your percentage of Shares will be calculated in relation to the value of the Property, less all other acquisition costs and fees which will arise in the acquisition of the Property. For example, if the Total Funding Target is AED 500,000 and you have invested AED 5,000, excluding fees related to completing the purchase of the Property, you will acquire 1% of the Shares.
- The purchase and transaction costs include but are not limited to Deed fees and statutory fees such as the DIFC No Objection Certificate fee and DEWA & District cooling deposits, Dubai Land Department (“DLD”) transfer fees and brokerage fees. These are calculated separately and have no bearing on your ownership percentage in the SPV and therefore the Property. These costs are calculated in proportion to the percentage of Shares you own in the relevant SPV.
- Deed has the discretion to reduce the Total Funding Target at any time if it reasonably considers this is in the interest of investors (in the event, for example, that a reduced sale price is negotiated with the Seller).
- Completion of an investment will be conditional on the following:
- Total Funding Target being raised during the Investment Round;
- You having agreed to purchase the Shares;
- The Seller completing the sale of their Property to the SPV; and
- Deed not having exercised its discretion to terminate any Property acquisition process. Deed reserves the right not to list a Property for sale, to decline investment requests and/or bid requests via its Platform at its sole discretion.
- Retail Investment Limits
- Annual Platform Limit:
Per DFSA rules, each retail investor’s cumulative investment via the Platform in any calendar year shall not exceed USD 100,000. This amount resets on January 1 each year and is monitored on your dashboard.
- Per-Property Cap: No retail investor may invest more than USD 50,000 in a single Property during any Investment Round.
- Maximum Ownership Interest:
In addition to the per-Property cap above, no investor (retail or professional) may acquire more than thirty-three percent (33%) of the total Shares in any individual Property SPV. Deed will reject any subscription that would breach these thresholds.
- MATERIAL CHANGES
- A material change (“Material Change”) means any change or new matter that may significantly affect the value of the Property, the ability to rent the Property, the return on the property or the value of the Investment.
- If a Material Change occurs during the commitment period, Deed will disclose prominently on its Platform details of the material change; notify committed investors of the material change and require them to reconfirm their commitment within 5 business days; and if reconfirmation is not provided within 5 business days, cancel the commitment.
- The commitment period is usually 90 days from the date when the investment is open to the investors on the Platform, Deed reserves the right to increase or decrease the commitment period as per each investment opportunity. The cooling-off period is for 48 hours which commences from the time the investment is made, during the cooling-off period investors can cancel their investments and investors have the option to invest in another investment or withdraw their funding. Once the cooling-off period is complete, the property will be either fully funded then the SPV will be set up and the transaction for the purchase of the property ensues; or not funded whereby funds are returned to the investors. At this stage investors have the option to invest in another investment or withdraw their funding.
- If a Material Change occurs after the commitment period, Deed will disclose prominently on its Platform, details of the material change; any change in the rights of investors, arising from the Material Change; and what steps, if any, Deed is proposing to take as a result of such change.
- RETURN ON YOUR INVESTMENT
- Once you have made an investment and purchased Shares, any distribution you receive from the Shares will be paid to you and placed in a third-party custodian account operated by ENBD third party client money account, the balance of which will be visible to you on the Platform as available funds. Subject to our being satisfied with your then current compliance with our Know Your Customer and Anti-Money Laundering processes, 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.
- We wish to draw your attention to the risks relating to investing in Shares, which can be found on our Platform. Please note that the distribution of dividends depends on many factors (such as whether there is a tenant for the Property). The value of shares may go down as well as up and the past performance of any investment is not an indicator of future performance nor is a forecast a reliable indicator of future performance. Dividends will be paid based on total rent less fees including but not limited to: service charges, management fees (after the testing period), Deed annual fees and maintenance and insurance. You will be provided with a full breakdown of these at the time of making your investment and on an ongoing basis on the Platform.
- There will be a time lag of (1-2) months between the receipt of rent and dividend payouts to ensure there is liquidity available to pay for any maintenance or service charges to avoid asking investors to inject further capital. Dividends will be paid directly into your Deed Account. 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.
- In certain situations, Deed will bear any initial costs of the maintenance and other expenses that will be incurred for the Property/SPV. The amalgamated expenses and costs will be refunded to Deed at the time the next rental income from the tenant is received. The investors will be entitled to receive the dividend payout less the property expenses and other costs that had been borne by Deed.
- If payments by a tenant are overdue the Property Manager will endeavour to recover the outstanding amounts. If after one month a tenant is still in default of payment the property manager will advise you and your co-investors of their recommended course of action by the Platform and by email. Courses of action may include legal proceedings against the tenant. Investors will vote on the next course of action and where fees to recover the amounts are to be incurred, you and your co-investors will bear the cost. An attempt to reclaim all legal fees from the tenant will be made with a view to repaying you and your co-investors.
- You may have to pay other taxes or costs, which are not imposed by us. You should seek your own independent tax advice, where necessary.
- SPV
- Deed will form an SPV for the purposes of holding your investment. You will hold Shares in the SPV.
- By entering into this Agreement, you confirm the SPV will be managed by Deed under the administration agreement, subject to the articles of association for the SPV (the “Articles”).
- Pursuant to this Agreement you authorize Deed and its Directors to sign any related documents for the SPV including but not limited to articles of association, relationship declaration, transfer of shares, ordinary shareholder resolution, divestment of investments, appointment of authorized signatory on your behalf.
- You acknowledge and irrevocably agree that you shall not be entitled to direct the management of the SPV as a result of your ownership of Shares including in respect of any direction to transfer or otherwise dispose of those Shares, other than as is set out in this Agreement, the Articles and the Administration Agreement.
- ANTI-MONEY LAUNDERING (AML)
- Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, securities fraud and terrorism.
- As per the DFSA AML Rules and in accordance with UAE Federal AML Laws, Deed has implemented a robust Anti Money Laundering framework to ensure that Deed mitigates the risk of money laundering or terrorist financing activity through its platform. Deed’s AML framework includes, but is not limited to, the designation of a Money Laundering Reporting Officer, employee AML training and the implementation of a Customer Due Diligence process. As part of our customer due diligence process, you will be asked to provide various information and documentation in order for Deed to verify your identity and your sources of wealth and income. Until you provide the information or documents and until your identity has been verified, you may not be able to open an account or effect any transactions through the Deed platform.
- CLIENT MONEY
- The Platform allows you to fund your Deed account which can then be used by you to purchase shares in the SPV holding the property via the property investment crowdfunding platform Platform. Until such time as you invest the money you transfer to us to purchase shares or commit to purchase shares, it will remain your money and (subject to completion of know your customer (“KYC”) and anti-money laundering processes (“AML”)) can be withdrawn by you at any time. All bank charges relating to withdrawals from the client money account or the rental income account will be paid by you in full and netted off your repayment.
- We may suspend or place limitations on your Deed Account at any time if we believe it is appropriate in order to comply with our legal or regulatory obligations or the terms of these Investor Terms. This may include periods where we need to obtain additional client identification documents, and / or your country of residence changes to a jurisdiction outside of which Deed does business. For more details about how we use your information, please refer to our privacy policy at https://app.startdeed.com/dashboard/privace-policy
- We shall hold any money we receive from you in accordance with the DFSA's rules, which require that we hold client money (a term used interchangeably with client monies) in a client bank account segregated from our own funds.
- Client Money is held by Deed in a segregated bank account with (ENBD). Whilst the Bank is accountable to Deed for the safe keeping of its client money, the Bank does not have a relationship with Deed’s clients directly. Therefore, Deed is wholly accountable for our investor’s client money. Deed has undertaken due diligence of the Bank custodial systems and controls and deemed them fit and proper to hold client money on Deed’s behalf.
- Clients of Deed are subject to the protection conferred by the DFSA’s Client Money Provisions and as a consequence:
- This Money will be held separate from Money belonging to Deed; and
- In the event of the Authorised Firm’s insolvency, winding up or other distribution event stipulated by the DFSA, the Client’s Money will be subject to the DFSA’s Client Money Distribution Rules.
- Interest on Client Money is not payable to you as a Client of Deed.
- As noted above Client Money might be held in the UAE outside the DIFC and the market practices, insolvency and legal regime applicable in that jurisdiction may differ from the regime applicable in the DIFC.
- 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.
- You acknowledge and accept that your money may be pooled with money belonging to other clients, which means that you will not have a claim against a specific sum in a specific account, but against the client money pool in general.
- You will be able to review your Deed balance via your personalized dashboard on the Platform.
- You will be free to transfer funds into the Client Monies’ Account by bank transfer. You cannot make cash deposits or payments through credit cards. We require you to use an account held with a UAE or international bank and which is maintained in your sole or name or jointly with another person, or in the name of the business or organisation you represent, with an IBAN number or foreign equivalent.
- You may not withdraw any committed Investment Amount from your Deed Account. You may only withdraw funds from your Deed Account in excess of the minimum investment amount. Funds may only be paid into your specified UAE or international bank account with a valid IBAN number (or foreign equivalent) and which is maintained in your sole name or jointly with another person.
- The funds will be wired to you in the respective currency of your Deed Account. We bear no responsibility for any foreign exchange losses or any fees charged by your bank or any correspondence bank.
- At our discretion, we may offer interest or a promotional benefit to you. Where we do so it will be made clear on the Platform and may be payable as follows:
- When you purchase Shares, you may receive an amount equivalent to the indicated Dividend Yield on the amounts invested in shares in the Property, pro-rata according to the number of days between the date the instruction to invest was made and the end of the funding period.
- During the period between the Property moving to the Resale market and the Property Manager securing tenants, you may accrue an amount equivalent to the respective Dividend Yield on the amount invested in shares in the Property (again, on a pro-rata basis). This amount will be paid directly into your Deed account, for the month the benefit accrued, on the 5th of the following month (or the next business day if the 5th of the month falls on the weekend or a bank holiday). Note, that if you sell your shares during this period, you will lose any entitlement to this benefit.
- MAKING THE INVESTMENT PAYMENT
- In order to commit to making an investment in a Property via our Platform, you will first have to fund your Deed Account at least equal to the amount required to make the investment (“Investment Amount”) via the Platform.
- Once you have indicated, via the Platform, that you wish to proceed with the investment in a Property and purchase Shares you will not be entitled to withdraw your committed 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 section 9.1, or the Total Funding Target is not achieved, and the Investment Round does not complete. In these scenarios, your Deed Account balance would be restored, and you could either withdraw these funds (subject to completion of Know Your Customer and Anti-Money Laundering processes) or invest in another Property.
- The aggregate Investment Amounts will be used to fund the acquisition of the Property (indirectly through the acquisition of Shares), plus any forecast expenses as set out on the Platform and would therefore be removed from the client money account on completion of such acquisition.
- You may fund your Deed Account by wire transfer. Any processing and transfer charges and fees will be for your account. We reserve the right to reject the money if we are not satisfied with your compliance with our AML requirements or if you have failed to provide the right reference number at the time of transfer. After the deposit has been paid, the remaining funds for the relevant percentage of Interests in the Property (as set out in the Investment Round) are to be wired within 7 days. If we do not receive the additional funds within this 7-day period, we will refund you and you will lose the right to participate in the investment in the Property.
- For UAE residents we only accept payments in AED for investments denominated in AED. All non-UAE residents are requested to make payments in USD for all AED denominated investments. The exchange rate that will be applied and presented on the platform. Any transfer fees charged by your bank or correspondence bank must be your responsibility. The net amount received by us will be reflected in your wallet.
- For any non-AED denominated investments, the payments will be required in the respective currency. You might be able to make payments in AED, USD or the respective currency. The exchange rates for such payments will be provided on the Platform and our communication to you. Any transfer fees charged by your bank or correspondence bank must be your responsibility. The net amount received by us will be reflected in your wallet.
- We accept no responsibility for any foreign exchange losses and advise you to see external advice before making any foreign currency transactions.
- WITHDRAWAL RIGHTS
- You may exercise your right to withdraw from an investment up to 48 hours (“cooling off period”) which commences from the time the investment is made, by emailing us at support@startdeed.com.
- If you exercise your withdrawal rights in accordance with section 9.1 above, you will be entitled to withdraw the Investment Amount from the client money account subject to completion of Know Your Customer and Anti-Money Laundering processes.
- If you exercise your withdrawal rights in accordance with section 9.1 above, you will not be entitled to any promotional benefits that may have normally applied to the investment you are withdrawing from, nor will you be entitled to any dividends, interest or other benefit. For the avoidance of doubt, if you withdraw, you shall only be entitled to the return of the sum you invested.
- You do not have a right to cancel in circumstances where you acquire or dispose of a beneficial interest in shares via our transfer facility because you will be doing so from or to another investor who has offered their shares for sale or a bid on our site; consequently, price will depend on fluctuations in our transfer facility that are outside our control and potentially within the cancellation period set out in section 9.1 above.
- PROPERTY LISTING
- Deed will operate the Platform and, in accordance with these terms and conditions, allow you to access the Platform and use the functions available on the (“Platform”). Where you purchase through the Platform, Deed will also co-ordinate the payment and collection of sums due from investors through the Platform, or otherwise, in order to achieve the Total Funding Target.
- Deed will arrange for the completion of a survey and valuation undertaken by an independent Chartered Surveyor that will form the basis for the purchase price of the Property.
- Deed will be involved in the pre-sale negotiation and listing of the Property on the Platform.
- PROPERTY MANAGEMENT, VOTING AND MAINTENANCE
- The Property will be managed by an independent property manager under the terms of a property management agreement which will be entered into with the SPV (“Property Management Agreement”), the form of which is available upon request.
- Property Manager will exercise day-to-day control of Property management decisions but Investors shall be requested to vote via the Platform on the following decisions relating to the Property in accordance with this Agreement and the Articles;
- the approval of any costs of work to the Property with a capital value greater than 10% of the Property annual rental value, which are not a result of an emergency situation or otherwise critical to the liability of the Property;
- the appointment and removal of management agents;
- the sale of a Property and relevant terms (including price and the buyer);
- the extension of the term of the investment from the term specified on the Platform; and
- the approval of any works to the Property that are expected to take longer than one month to complete during which no rent shall be received by the SPV.
- Investors will be contacted via email using the address associated with that investor’s account and will be invited to vote on these decisions within the time period notified to the investor, the voting process will be online and Deed will send the notifications via email and the voting information can be accessed through the user dashboard.
- . If we do not receive any response from you within the specified time period for voting, you will be deemed to have abstained from the relevant vote. We will send reminders at appropriate intervals. Votes will be passed by investors holding a simple majority of the Shares (50% + 1), including in respect of a sale of the Property. Matters relating to voting by investors in respect of a Property are set out in detail in the Articles.
- By making an investment, you are agreeing that:
- The listed property manager shall be appointed as the first manager of the Property; and
- any existing tenant within the Property will remain after acquisition until they serve notice to quit or vacate the Property.
- In certain situations, Deed will bear any initial costs of the maintenance and other expenses that will be incurred for the Property/SPV. The amalgamated expenses and costs will be refunded to Deed at the time the next rental income from the tenant is received. The investors will be entitled to receive the dividend payout less the property expenses and other costs that had been borne by Deed.
- All maintenance expenses under 10% of gross rent will be pre-approved, anything above will require voting, as set out in section 11.2 above.
- PERIODIC STATEMENTS AND VALUATIONS
- You will be provided with information on your investment, which will be sent out quarterly, along with an estimated valuation of your investment and periodic statements. However, we provide no warranty or assurances as to the accuracy of this information other than required under the DFSA rules.
- As mentioned in section [4.2] above, you will be provided with an estimated valuation of your investment in the SPV, which will consist of the latest valuation of the Property less deferred tax and any other liabilities in the SPV (on a per Share basis).
- For a Property new to the Platform this will be the proposed purchase price, which in turn is supported by the Chartered Surveyor’s valuation;
- Thereafter, the Property valuation is updated based on readily available market data and recent transaction details available in the market.
- INVESTOR REPRESENTATIONS
- In consideration of our accepting your application to open an account, you represent to us (and acknowledge that we rely on these representations) as set out below. We may rescind our agreements with you, close your account and (subject to completion of Know Your Customer (“KYC”) and Anti- Money Laundering (“AML”) processes) return any funds you have deposited with us to you if your representations are false or misleading. You represent and acknowledge that;
- You are legally entitled to invest the Investment Amount;
- If you are a natural person, you are at least 18 years old of sound mind and capable of taking responsibility for your own actions such that you can enter into a legally binding agreement with us;
- You agree to provide accurate registration information, including without limitation your correct date of birth and your country of residence. You agree to inform us of any changes in such details;
- You are the person whose details are provided in connection with your registration or, in the case of legal entities, you are a duly authorized representative of the relevant legal entity;
- You are acting as a principal and not as an agent on behalf of a third party;
- You agree that you must read and sign a risk acknowledgement form each time you make an investment using the Deed Platform;
- You will not deposit funds with us that are the proceeds of crime or attempt to launder money via our Platform To assist us in complying with our regulatory obligations to combat crime and money laundering, you agree to provide us with such information as we may request to verify your identity, address and source of funds. You understand that, until completion of know- your-client and anti- money laundering processes, you will not be able to withdraw funds from your account;
- You are not an undischarged bankrupt, in a voluntary arrangement with your creditors nor subject to other legally imposed circumstances that limit your ability to invest;
- You are not located in a jurisdiction in which it is illegal for you to make use of our Platform;
- It is your responsibility to keep your contact details up-to-date on your account. Failure to do so may result in you failing to receive important account related notifications and information from us, including changes we make to our terms and conditions;
- You are solely responsible for the security and confidentiality of your account. In particular, you agree to keep your username and password strictly confidential and you are responsible for any misuse of your password. Provided that we have been correctly supplied with the account information requested, we are entitled to assume that activity on your account is your activity. You should change your password on a regular basis and never disclose it to any third party. You undertake to protect your username and password in the same way that you would in respect of your bankcards and any failure to do so shall be at your sole risk and expense. If another person accesses your account other than as a result of our gross negligence, you are solely responsible for all their actions whether or not their access was authorized by you and you hereby indemnify us and hold us harmless against all costs, claims, expenses and damages howsoever arising in connection with the use of or access to your account by any third party;
- You will not attempt to sell or otherwise transfer the benefit of your account to any third party and nor will you acquire or attempt to acquire an account which has been opened in the name of a third party;
- You will not engage in behaviours that place unnecessary strain on our Website (such as for example by high frequency trading) nor seek to unfairly influence trading activity in a manner that, in our sole discretion, is detrimental to us or other investors. We reserve the right to IP block, throttle data requests and/or suspend accounts that breach this section;
- You will use and regularly update security software so as to better guard against hacking, viruses and computer misuse;
- You warrant, represent and undertake to us that all information provided to us, including in the course of the Investor registration process will be complete, true and accurate in all respects and not misleading in any way. You acknowledge that fraud and fraudulent misrepresentation are crimes under UAE Federal Law No 3 of 1987 and may be punishable by a fine and / or a custodial sentence; and
- By investing through the Platform, you further agree that your investment will be legally held by the SPV and that you will do anything required to ensure that all rules and regulations attached to your Shares are observed.
- TRANSFER PROVISIONS
Notwithstanding clause
- You will be entitled to transfer your Shares in the following ways only:
- In accordance with a majority vote of the investors in an SPV over the Deed platform to sell the Property to a third party;
- To a nominated person, in the event of your serious illness or incapacity. Please note you are solely responsible for making appropriate succession planning arrangements and ensuring that appropriate arrangements are in place for your nominated beneficiaries to access your account and assets in the event of your death or incapacity. We recommend you take advice on this point at the time of making your investment.
- At our sole discretion, subject to completion of Know Your Customer and Anti-Money Laundering processes, to your spouse or other family member in line with such requirements as we may require from time to time;
- By sale on the transfer facility (following its launch), details of which can be found on the Platform; or
- Upon the insolvency of a corporate investor (where you are investing on behalf of a corporate), whereupon we have the discretion to exercise a buy back of the insolvent company's shares if we so wish.
- TERMINATION AND VARIATION
- There is no minimum duration of this Agreement and termination of this Agreement will only occur:
- In the event that the we become insolvent;
- At such other time as we decide; or
- If you withdraw your money from the client money account and close your account with us in which case we reserve the right to retain certain data to comply with our regulatory obligations.
- We may update these investor terms and conditions from time to time to reflect any changes in law or for any other reason. If we update these terms and conditions, we will inform you as soon as practical whether by email or an alternative method such as uploading to the Platform, and (by your continued use of the Platform you will be deemed to have agreed to the updated terms and conditions. You will still be bound by the previous investor terms and conditions that you have, or deemed to have, agreed to. If there is a conflict between any versions of the investor terms and conditions to which you have agreed, or deemed to have agreed to, the most recent version shall take precedence unless it is expressly stated otherwise.
- BUSINESS CONTINUITY PLANNING
- In the unlikely circumstance where a platform failure occurs, for example in the case of a natural disaster in close proximity to Deed’s place of operation, Deed’s Business Continuity Plan (“BCP”) will be initiated.
- Deed’s BCP is designed to facilitate effective communication during any disaster; and to expedite the recovery of the firm’s business critical functions and data so that it can resume “business as usual” as soon as possible.
- Clients will be kept up to date of any active investments or transactions via telephone and email.
- For a For a copy of Deed’s BCP please write to legal@startdeed.com
- CESSATION PLANNING
- In the unlikely circumstance that Deed were to cease business operations, the company’s Cessation Plan ("CP") will be initiated. Deed’s CP sets out contingency arrangements, including measures that have been put in place, to ensure the orderly administration of Investments in the event that Deed ceases to carry on its business.
- In the unlikely event that Deed is unable to operate on a permanent basis Deed’s CP will follow its CP.
- If, at the time that the CP is initiated, and the majority decision of investors is to liquidate the investment, Deed personnel will manage and oversee the sale of Property and the return of funds to investors proportionately. Where the investment returns a gain, the administration and liquidation costs will be borne by the return on investment (as would be the case in the case of a liquidation by way of normal business). If the liquidation of the Property results in a loss, Deed will bear the administrative and liquidation costs. Deed will not be responsible for any capital losses on the investment in the event that Property values decrease.
- For a copy of Deed’s CP please write to legal@startdeed.com
- FEES
- Deed will charge a 1.5% transaction fee for arranging the investment at completion of the Property acquisition, such fee to be calculated on the Total Funding Target.
- There will be an annual administration fee of 0.5%, such fee to be calculated on the Total Funding Target.
- There will be a KYC and AML administration fee of 0.2% for the first year and 0.1% from the second year onwards throughout the term of the investment, such fee to be calculated on the Total Funding Target.
- There will be an exit fee of 2.5%, such a fee to be calculated on the sell price.
- There will be a performance fee of 7%, such a fee to be calculated on any appreciation profits after the property has exited.
- We may waive or reduce our fee and/or offer cash-back for whatever reason, as long as permitted by the DFSA rules (which include treating customers fairly).
- Transaction fees on all markets shall be rounded up to the nearest dirham and the minimum fee per transaction shall be AED 1.
- Deed reserves the right to amend all of the aforementioned fees subject to providing notice to you at least 10 business days prior to amending the chargeable fee. Notice of a fee change will be provided to you by email.
- LIMITATION OF LIABILITY
- You acknowledge and accept that the Platform operates as a platform intended to facilitate the investment in (“Shares”) and it does not make recommendations. We therefore make no warranties nor assume any liability in respect of the performance of any of the investments available through the Platform.
- 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 Platform, except as expressly set out in this (”Agreement”) or in accordance with DIFC law.
- Calculations we provide on the Platform relating to the likely rate of return on financings are for guidance purposes only and should in no way be considered a guarantee of the return which may be realised.
- INDEMNITY
20.1 You shall defend, indemnify, and hold us harmless, as well as our subsidiaries, affiliates, officers, directors, agents, employees, representatives, successors and assigns (collectively, Deed Indemnified Parties), without limit, from and against any and all actions, claims, suits, demands, judgments, losses, costs, expenses, regulatory fines and / or damages, including attorney’s fees, for or arising out of any breach by you of these Investor Terms and / or any third party claims arising out of any breach by you of these Investor Terms and / or failure to comply with any applicable laws and regulations. The provisions contained in this clause shall survive the termination or expiry of these Investor Terms.
- REGULATORY PROVISIONS
- Deed has categorized you as a retail client under the DFSA rules. You may request re-categorization as a professional client under DFSA rules, but any such re- categorization will be conditional upon you meeting various tests required by the DFSA. If you are re-categorized 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. Per DFSA rules, retail clients are limited to annual cumulative investment on the platform. This annual limit is $100,000 and resets every calendar year. The platform monitors this limit and will notify when the limit is reached. You will find your cumulative investments in a given calendar year on your personal dashboard on the platform.
- We are required to have arrangements in place to manage conflicts of interest between our clients and us 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.
- Some of the conflicts of Interest might arise from the following but not limited to (1) Deed might use third parties such as brokers, affiliates and distribution channels to market and promote the Deed platform for which they would pay commission or share revenue for onboarding investors. (2) Deed in some cases will earn a fee from Sellers including Developers/Brokers for using the platform to sell properties on. This fee is usually a % of property price.
- COMPLAINTS PROCEDURE AND COMPENSATION
- If you are in any way dissatisfied with Deed products or services you may file a complaint. We will make sure your complaint is handled fairly, consistently and promptly.
- Immediately upon receipt of your complaint the Senior Executive Officer (“SEO”) will be informed of the complaint. Within seven (7) days of receipt of the complaint the SEO will send you a letter acknowledging receipt. Deed will try to resolve/redress your complaint within a maximum of sixty (60) days. During the complaints process we will update you regularly and at least thirty (30) days from the date of receipt of your complaint on the progress of the complaints handling. You will be given the contact details for the individual handling the complaint.
- Any referral to external parties including regulatory bodies may involve transferring and disclosing of personal data, as defined under the DIFC (“Data Protection Law”). You have the right to object at any time on reasonable grounds relating to your particular situation to the processing of your personal data.
- Deed will investigate the factual and legal circumstances of the case and based on these investigations decide on the position to be taken by Deed. Once the investigation of the complaint has been concluded you will promptly be informed in writing of the result of the complaint.
- To make a complaint, please send your complaint in writing to Email (*), where the header in the email should be “Complaint”.
- GENERAL TERMS
- 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.
- 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.
- If 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 DIFC law.
- Nothing 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.
- You should take your own tax advice. No warranty or representation is made in relation to your tax position, which will apply to you following the making of any investment.
- 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 support@startdeed.com. 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.
- All correspondence and communication between you and us will be in the English and Arabic language.
- Any dispute or claim arising out of or in connection with the Platform, its subject matter or formation will be governed by DIFC law and such disputes or claims will be subject to the non-exclusive jurisdiction of the DIFC Courts.
- These 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.
- CONTACTING US
Should you have any questions about these Terms, or wish to contact us for any reason whatsoever, please contact us on legal@startdeed.com.
If you do not agree with these Terms, you should refrain from using our landing page.
2. Legal Entity & Regulatory Compliance
Deed Limited is a company registered under the regulations of the Dubai International Financial Centre (DIFC).
- Company Name: Deed Limited
- License Number: CL8528
- Registered Address: Unit IH-00-01-01-OF-01, Level 1, Innovation Hub, Dubai International Financial Centre, Dubai, UAE
- Contact Email: legal@startdeed.com
At this stage, our landing page is solely used for waitlist registration and does not facilitate transactions or investments.
3. User Eligibility and Data Submission
- Users must be at least 18 years old to register their interest.
- By submitting your personal details, you confirm that the information provided is accurate, current, and complete.
- Users are responsible for ensuring the security of their submitted data, including the accuracy of their contact details for future communications.
4. Purpose of the Landing Page
- This landing page is designed exclusively to collect expressions of interest from individuals interested in Dubai real estate fractional investment opportunities.
- Registration does not constitute an investment agreement, financial commitment, or guarantee of participation in any future opportunities.
- We will use the information provided to contact registered users regarding updates and the official launch of our platform.
5. No Investment Offering or Financial Advice
- The landing page does not provide any form of financial, investment, or legal advice.
- Registering your interest does not create a contractual relationship between you and Deed.
- Any future investment opportunities will be subject to separate terms, agreements, and regulatory disclosures.
6. User Responsibilities and Prohibited Activities
- Users must not use this landing page for any unlawful or unauthorized purposes.
- Prohibited activities include, but are not limited to:
- Providing false or misleading information.
- Attempting to gain unauthorized access to our systems.
- Engaging in any activity that may harm the functionality or security of the website.
We reserve the right to remove any user from the waitlist and restrict access if these terms are violated.
7. Intellectual Property Rights
- All content on our landing page, including logos, text, and design elements, is owned by or licensed to Deed Limited.
- Users may not copy, reproduce, distribute, or modify any content without prior written consent.
8. Limitation of Liability
- Deed Limited is not responsible for any errors, inaccuracies, or omissions in the content provided on the landing page.
- We do not guarantee uninterrupted access to the landing page and shall not be liable for any disruptions, security breaches, or technical failures.
- Under no circumstances shall Deed be liable for any indirect, incidental, or consequential damages arising from the use of this landing page.
9. Data Collection and Privacy
- By submitting your personal details, you consent to Deed’s use of your information as outlined in our Privacy Policy.
- We will not share your data with third parties for marketing purposes without your explicit consent.
- Users may request deletion of their personal data by contacting legal@startdeed.com.
10. Amendments to These Terms
- Deed Limited reserves the right to amend these Terms & Conditions at any time.
- Any significant changes will be communicated via email or a notice on our website.
- Continued use of the landing page after changes to the Terms & Conditions constitutes acceptance of the updated Terms & Conditions.
11. Governing Law and Dispute Resolution
- These Terms & Conditions shall be governed by and interpreted in accordance with DIFC law.
- Any disputes arising from the use of this landing page shall be resolved through the DIFC Courts or arbitration, as agreed between the parties.
12. Contact Information
For any inquiries related to these Terms & Conditions, please contact us at: legal@startdeed.com