Gold Investor Terms
– Last updated November 2023.
These Investor Terms are entered into between Reitis Capital and any Investor, as defined below:
Reitis Capital Development SRL, str. Cuza Voda, nr. 33, Iasi, Romania which is authorised and regulated by the The Romanian Trade Register.
Any person who wants to subscribe or buy shares offered by our Company through the Platforms owned by Reitis Capital Ltd Company, with whom we have a partnership contract by which we are allowed to use this platform for our business purposes.
These terms apply to all investors who spend in REITIS GOLD POOL on the platform. These terms can be updated from time to time, so Investors should check the terms and conditions each time an Investment is made.
1. INCORPORATION OF TERMS AND ACCESS TO INVESTMENT OPPORTUNITY
1.1. By agreeing to these Investor Terms, the Investor acknowledges that they have also read, understood, and agreed to:
1.1.2. Any legal agreement presented on an Offer, specific to a particular Investment that an Investor applies to invest in; or any applicable prospectus or information sheet/note that may be presented to Investors.
1.2. In case of a conflict between these Investor Terms and any prospectus on an Offer, the prospectus shall take priority.
1.3. In order to use the the Platform, the Investor acknowledges that they must successfully complete Reitis Capital’s onboarding process.
1.4. Investments are not offered to or open to the public in any jurisdiction; investors’ agreement to these Terms and Conditions signifies they agree that the offer was not open to the public in any jurisdiction and that they are only able to invest in an investment product after becoming a member of Reitis Capital Pool. Registration and agreement to these Investor Terms allows membership, which Reitis Capital may terminate in accordance with this agreement.
2. REGISTRATION PROCESS
2.1. In registering on the Website (the “Registration Process”), the Investor represents, warrants and undertakes that:
2.1.1. They are an individual who is at least 18 years old; and
2.1.2. They are legally entitled to invest in the investments offered.
2.2. The Investor acknowledges that any investment opportunity is only available in a country or jurisdiction where it is lawful to access or receive investment offers and to make investments and in circumstances where it is lawful for the Investor to receive the offers for investment on Reitis Gold Pool and to make investments and where no local or national restrictions exist applicable to the Investor which would make viewing Offer or investing unlawful. The Investor acknowledges that Offer are not offers to the public in the United States or other countries where such an offer may be unlawful or require the Company or Reitis Capital Development to be registered under such countries Shares laws or otherwise.
2.3. During the Registration Process, the Investor must provide and undertakes to provide Reitis Capital with:
2.3.1. Their full legal name;
2.3.2. Their current address;
2.3.3. Their valid and regularly checked email address;
2.3.4. Any other information requested by Reitis Capital; and undertakes to keep the same up to date and notify Reitis Capital of any changes.
2.4 Any email address supplied under clause 2.3.3 above will be verified as part of the Registration Process. Temporary or otherwise artificial email addresses may result in investor’s account being suspended or terminated, and investments cancelled.
2.5. The act of complying with clause 2.3 above shall constitute express written confirmation from the Investor to Reitis Capital that the email address he/she has provided to Reitis Capital may be used for the purpose of receiving notices or communications from Reitis Capital.
2.6. The Investor shall comply with such identification and other anti-money laundering requirements that Reitis Capital may require sometimes. Particularly, Reitis Capital may require the identification of Investors and information about the sources of funds being provided by the Investor in investments Reitis Capital considers in its sole discretion to be substantial.
2.7. The Investor may only invest in an investment for himself in his/her own name only and shall ensure that all orders for the investment made through the Website are made exclusively on his/her own behalf.
3. CLIENT CATEGORISATION
3.1. Reitis Capital treats all Investors as non-sophisticated investors for the purposes of the European Crowdfunding Regulation unless otherwise notified by Reitis Capital.
3.2. The Investor acknowledges that Reitis Capital will not supply confirmations of any orders and/or resulting transactions and that the investment confirmation email (as outlined below and referred to as the “Confirmation Email”) shall be sufficient and adequate reporting of the service of arranging the reception and transmission of orders and the arranging of resulting transactions, provided by Reitis Capital.
4. INVESTMENT PROCESS
4.1. The Investor will be entitled to place an order for purchase shares in the Company (to invest) in Reitis Gold Pool on the Platform for a period ending on the date specified by the Company on the Offer. Such an order will become a legally binding contract to invest between the Company and the Investor, with completion of the investment conditional upon the Company receiving payment from the Investor.
4.2. The date of the Offer Period may be updated from time to time, and Reitis Capital Development reserves the right to end the Offer early or extend the Offer Period at its absolute discretion.
4.3. The minimum investment is 20.000 RON (twenty thousands Romanian LEI) and can be paid within 3 working days. The investor can invest in multiples of 20.000 RON, up to a maximum of 600.000 RON.
4.3.1. The investor can invest in this Offer, until the end of the investment period..
4.4. The Investor shall put in place payment arrangements to ensure that the Purchase Price and the Purchase Fee (the fee required by the payment processor) are paid. This may require the Investor to agree to a payment service provider’s terms and conditions or otherwise provide satisfactory evidence of payment to Reitis Capital Development. It is the Investor’s responsibility to ensure that any such payment arrangements are established and maintained and that monies are transferred in Reitis Capital Development bank accounts.
4.5. At any time prior to the expiry Offer, Reitis Capital may cancel any order of Investment made by the Investor that Reitis Capital deems, in its absolute discretion, to be malicious or otherwise detrimental to Company. This includes, without limitation, Investments placed for the purpose of disrupting or causing the closure of the Company’s Offer where the Investor has no intention of paying the Purchase Price. The Investor shall indemnify Reitis Capital for any loss, liability, cost or expense incurred by Reitis Capital in connection with the removal of an Investment pursuant to this clause.
5.1. Remuneration for investments made by Investors is done according to Romanian regulations. Thus, the Investor will receive annual dividends depending on the profit made by the Company in the respective financial year and in proportion to the number of owned shares.
5.2. The price of a share is 20.000 RON (twenty thousands Romanian LEI). The investor can purchase a minimum of 1(one) share and a maximum of 30(thirty) shares, according to article 4.3.
5.3. The Investor acknowledges that ancillary charges or fees may be payable to third parties in connection with the Investment and acknowledges that such charges or fees are not associated with these terms. The Investor warrants to Reitis Capital Development that it shall pay such fees or charges and shall indemnify Reitis Capital Development against any loss, liability, cost or expense resulting from the same.
5.4. Reitis Capital Development will pay the dividends payable on its Shares annually, according to the (Company’s articles of association.
5.5. The investor will fill in the personal account on the Pool.Reitiscapital.com Platform, the bank account in which the payments to be made in accordance with this clause 5.4 will be made.
5.6. The investor will be notified by email he/she provided at registration process regarding the distribution of dividends.
6. TRANSFER OF SHARES
6.1 To the extent permitted by the Articles or by the Shareholder’s Agreement, the Investor may transfer the beneficial title to the Shares, provided that:
6.1.1 The Investor notifies Reitis Capital Development of its intention to transfer the beneficial title to the Shares as soon as reasonably practicable;
6.1.2. The Investor provides such information about the transfer and the transferee as Reitis Capital Development may reasonably request (including without limitation the name and address of the transferee, the number of Shares being transferred, the date of the transfer and the price at which the Shares are being transferred);
6.1.3. The transferee satisfies Reitis Capital’s anti-money laundering checks;
6.1.4. The transferee is, or immediately on the completion of the transfer becomes, a member of the Reitis Capital platform; and
6.1.5. Following completion of the transfer, the transferee shall be deemed to have adhered to and shall be bound by the terms of this Agreement in all respects as an “Investor”. Any purported transfer of the beneficial title to the Shares by the Investor that is not in accordance with the Articles and this clause 6.1 shall be void and shall not be recognised by Reitis Capital.
7. REITIS BUSINESS ASSOCIATE
7.1 Reitis Business Associate (RBA / Commissioner) program is based on recommendations. To benefit from someone’s recommendation, the user must send the partner code found in the My Profile section.
7.2 When someone registers on the Platform with a partner code and makes an investment, the Business Associate promptly receives a commission of 10% on his account from the amount invested by that person.
7.3 This amount will be considered an investment in the respective project, and cannot be withdrawn immediately as it will be converted into shares according to Company’s terms and conditions.
8. COMPANY ARTICLES OR OTHER DOCUMENTATION
8.1. The Investor acknowledges that as a consequence of them becoming a shareholder of Company, they shall be subject to the provisions of the Company’s articles of association or other constitutional documents of the Company (which constitute an agreement between each of the Company’s shareholders and between the shareholders and the Company itself), convertible instrument (if applicable), or any other documents indicated to the Investor in the trough Email provided by Investor.
9. REGULATION AND LIABILITY
9.1. The Investor, as a Shareholder, acknowledges that in Romania, a Limited Liability Company is a separate legal entity from its Shareholders, which means that the Shareholders are not personally liable for the Company’s debts.
9.2. The Investor acknowledges and agrees that Reitis Capital Development is considered prudent for Investors in terms of spreading risk across multiple investments and that Reitis Capital Development encourages this approach.
9.3. The Investor acknowledges that, by approving the Offer as marketing and communication, the Reitis Capital Development Offer, taken as a whole in the context of the above, is fair, clear and not misleading.
9.4. The investor acknowledges that the tax regime depends on the individual circumstances of the investor and may be subject to change in the future.
9.5. The Investor may not transfer ownership of the Shares except in accordance with the provisions of the Articles of this Agreement.
10. COMPLAINTS AND QUERIES
10.1. Should an Investor have any complaints or queries about the services provided by Reitis Capital Development or this agreement, they should contact Reitis Capital by writing to Iași, str. Cuza Voda nr 33, or by emailing to email@example.com.
11. GOVERNING LAW AND JURISDICTION
11.1. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Romanian law.
11.2. These terms may be translated from time to time. In the event of a conflict between the English text and a translation, the English version shall prevail.
12. RISK WARNING
12.1 Investing in start-ups and early stage businesses involves risks, including loss of investment and dilution, and it should be done only as part of a diversified portfolio. Reitis Capital Development is targeted exclusively at investors who understand these risks and make their own investment decisions. Investment opportunities are not offers to the public and investments can only be made by members of Pool.ReitisCapital.com on the basis of information provided on the Platform. Investment opportunities on Pool.Reitiscapital.com Platform are only available to European investors. Please seek independent advice as required as Reitis Capital does not give investment or tax advice.