Terms and Conditions

About Matias&Partners

MATIAS & PARTNERS LTD (“Matias&Partners” or “Firm” or “us”) is not authorised or regulated by the Financial Conduct Authority.

Our Agreement with You

Our legal relationship with you is governed by these Terms.

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.

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, or via bank transfer. 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.

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.

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.

This Agreement shall come into effect when you confirm acceptance of it by clicking on the register button of our website.

Client Status

You will become a Matias&Partners´ Client, and these Terms will become binding, when we inform you in writing that your registration has been accepted.

In order to be a Matias&Partners´ Client you must be either a Self-Certified High Net Worth Individual or a Sophisticated Investor as per the definitions described on our Terms and Conditions below. If you are neither then you cannot be a Matias&Partners´ Client.

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 Matias&Partners´ Client, we shall be entitled to terminate your Matias&Partners´ Client status on written notice with immediate effect.

Status of a Self-Certified High Net Worth Individual

By applying to be registered as a Matias&Partners´ Client, you confirm to be aware that you must have either the status of a Self-Certified High Net Worth Individual or the status of a Sophisticated Investor for the purposes of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 in order to be eligible to be registered as a Client of Matias&Partners.

You confirm to be aware that by having the status of a Self-certified High Net Worth Individual you confirm that at least one of the following applies to you: (1) you had during the financial year immediately preceding the date of your application an annual income to the value of one hundred thousand pounds (£100,000.00) or more; (2) you held, throughout the financial year immediately preceding the date below, net assets to the value of two hundred and fifty thousand pounds (£250,000.00) or more. Net assets for these purposes do not include: (i) the property which is your primary residence or any loan secured on that residence; (ii) and/or any rights to you under a qualifying contract of insurance within the meaning of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001; (iii) and/or any benefits (in the form of pensions or otherwise) which are payable on the termination of your service or on your death or retirement and to which you (or your dependants are), or may be, entitled.

Furthermore, you understand that by being a Self-certified High Net Worth Individual this means that: (1) you can receive financial promotions that may not have been approved by a person authorised by the Financial Services Authority; (2) the content of such financial promotions may not conform to rules issued by the Financial Services Authority; (3) by signing the Firm´s self-certified High Net Worth Individual statement you may lose significant rights; (4) you may have no right to complain to either of the following: (i) The Financial Services Authority or (ii) The Financial Ombudsman Scheme; (5) you may have no right to seek compensation from the Financial Services Compensation Scheme; (6) you understand and therefore accept that you can lose your assets from making investment decisions based on financial promotions and you are aware that it is open to you to seek advice from someone who specialises in advising on this kind of investment.

Status of a Sophisticated Investor

By applying to be registered as a Matias&Partners´ Client, you confirm to be aware that you must have either the status of a self-certified High Net Worth Individual or the status of a Sophisticated Investor for the purposes of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 in order to be eligible to be registered as a Client of Matias&Partners.

You confirm to be aware that by having the status of a Sophisticated Investor this means that: (1) you can receive financial promotions that may not have been approved by a person authorised by the Financial Services Authority; (2) the content of such financial promotions may not conform to rules issued by the Financial Services Authority; (3) by signing the Firm´s Sophisticated Investor statement you may lose significant rights; (4) you may have no right to complain to either of the following: (i) the Financial Services Authority; or (ii) the Financial Ombudsman Scheme; (5) you may have no right to seek compensation from the Financial Services Compensation Scheme.

You confirm to be aware that by having the status of a Sophisticated Investor, you confirm that at least one of the following applies to you: (1) you are a member of a network or syndicate of business angels and have been so for at least the last six months prior to the date below; (2) you have made more than one investment in an unlisted company in the two years prior to the date of your application to register with our Firm; (3) you are working, or have worked in the two years prior to the date below, in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises; (4) you are currently, or have been in the two years prior to the date below, a director of a company with an annual turnover of at least one million (£1,000,000.00) pounds; (5) you understand and therefore accept that you can lose your property and other assets from making investment decisions base on financial promotions. And you are aware that it is open to you to seek advice from someone who specialises in advising on investments.

Investment Opportunities

As a Matias&Partners´ Client, we may give you access to opportunities for investment in property. We are not obligated to offer you any opportunities.

Matias&Partners 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.

Your Right to Cancel

If you are a consumer, you have the right to cancel this Agreement. You can cancel within fourteen (14) days from the date on which we notify you in writing that your registration as a Matias&Partners´ Client has been accepted (the “Cancellation Period”).

To exercise your right to cancel, you should email us to Client Services: info@matiaspartners.com 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.

Record Keeping and Recording of Calls

We may record telephone conversations and retain copies of them, any transcripts and any written or electronic communication we have with you. These will be used for the purpose of administering our relationship with you, training purposes, to evidence compliance with regulatory requirements, in the event of a dispute or as evidence in court. Such recordings or transcripts shall only be retained for so long as is necessary, as determined by us in our good faith opinion, in accordance with any legal or regulatory prescribed data retention time frames, to complete the purpose for which the data has been acquired.

Our Liability

We do not make personal recommendations and we do not recommend or guarantee that any particular investment we provide access to 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.

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.

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.

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 wilful default.

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.

In the event of any failure, interruption or delay of our performance respective obligations resulting from acts, events or circumstances not reasonably within our 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.

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.

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 that may occur as a result of any such factor provided we have taken reasonable steps to mitigate the effects of any such factor.

Before making an investment with a Developer, you should always consider your own assessment of the value of a property/ land or site after conducting your own research. Information provided by Matias&Partners does not consider the effects of any adverse market developments or conditions. You should undertake your own research and seek the advice of a suitable adviser.

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 Matias&Partners. No representation or warranty either expressed 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 Matias&Partners or any of its directors, officers, employees, agents or advisers in respect of information provided.

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.

Compliance with Laws and Regulations

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.

Risk Warnings

The investments to which you may be given access to, 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.

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.

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 investments involve a higher degree of risk than a portfolio of quoted shares. In view of the nature of the proposed investments, investments we introduce 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.

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.

There is no public market for the investments we may introduce to you and one is not expected to develop.

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 Developer. In the event of a budget overrun the Developer 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 Developer. 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.

Each investment we introduce to you will be a single-purpose property development or property investment related 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.

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. You should seek your own tax advice.

Investors should not place reliance on forward-looking statements in any materials that we may send to you concerning any investments. 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.

Conflicts of Interest

We are a company which provides a number of services to a range of clients. There may be times when there is a conflict between our interests and the duty we owe to a client, or a conflict between the differing interests of two or more clients to whom in each case we owe a duty. We aim to have in place arrangements with a view to taking all reasonable steps to prevent such conflicts of interest constituting or giving rise to a material risk of damage to the interests of our clients.

If a conflict of interest arises and we consider that the arrangements we have in place are not sufficient to enable us to ensure that the conflict will not damage your interests or the interests of any of our other customers or clients we will refuse to act or we will make appropriate disclosures.

Our charges and Other Costs Payable by You

Where we propose to make any charge in respect of costs or fees, we will first notify you in writing of the nature of the charge and the amount and obtain your written consent.

Tax and Legal Affairs

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.

These Terms and Conditions were last updated on 21 July 2020.