Terms & Conditions

1.1 "Agreement" means the Property Development Loan Note Agreement together with all schedules, appendices, and permitted amendments.

1.2 "Business Day" means any day other than a Saturday, Sunday or public holiday on which banks are open for business in England.

1.3 "Loan Notes" refer to the debt instruments issued by the Beneficiary to the Noteholder under the Agreement.

1.4 "Project" means the specific property development project or projects funded using the Loan Note capital.

1.5 "Security" includes, where applicable, any debenture, legal or equitable charge, or personal guarantee securing the obligations of the Beneficiary under the Agreement.

1.6 "Event of Default" means any event listed under Clause 15 of these Terms.

2.1 The Loan Notes represent corporate debt obligations of the Beneficiary and may be secured or unsecured, depending upon whether Security has been granted.

2.2 The Loan Notes are non-transferable, non-assignable, and non-tradable on any exchange or secondary market.

2.3 The Loan Notes do not constitute shares, equity, ownership interest, or participation in a collective investment scheme. The Noteholder does not acquire voting rights, directorship rights, or management control within KT Estates Management Limited.

This structure provides the Noteholder with a clearly defined creditor position.

3.1 The Loan Notes are unregulated debt securities under current UK law.

3.2 They are not protected by the Financial Services Compensation Scheme (FSCS) or the Financial Ombudsman Service (FOS).

3.3 Promotion is strictly limited to investors qualifying under FCA COBS 4.12–4.14, including High Net Worth and Sophisticated Investors.

4.1 The Noteholder must complete and sign:

• The Subscription Agreement
• The Risk Disclosure Statement
• The Financial Promotion Exemption Certificate

4.2 Subscription funds shall be paid to the Facilitator's designated client account.

4.3 Funds are released to the Beneficiary only after successful completion of AML & KYC checks.

4.4 The Facilitator provides written confirmation of cleared funds.

5.1 The Facilitator acts solely in an administrative capacity.

5.3 The Facilitator is not responsible for:

• Due diligence
• Investment performance

5.4 The Beneficiary shall indemnify the Facilitator except in cases of wilful misconduct.

6.1 Notes shall be issued within five (5) Business Days following confirmed receipt of cleared funds.

6.2 Certificates may be issued in digital or physical form.

6.3 Available terms: 1 year, 3 years, 5 years.

7.1 Interest shall accrue at the fixed rate set out in the Subscription Agreement.

7.2 Interest shall be compounded annually.

7.3 Interest is payable in full at maturity, except where Clause 12 applies.

8.1 The Loan Notes mature at the end of the selected term.

8.2 At maturity, the Beneficiary shall repay:

• The full principal
• All accrued interest

8.3 Failure to repay within ninety (90) days constitutes an Event of Default.

9.1 The Noteholder may elect to roll over their investment.

9.2 Written notice is required at least 30 days before maturity.

9.3 If no notice is given, full rollover is triggered.

10.1 Funds will be used exclusively for:

• Land acquisition
• Construction works
• Renovation & development
• Professional & planning fees
• Regulatory and compliance costs

10.2 Funds shall not be used for:

• Personal expenses
• Unrelated business ventures
• High-risk investment activity
• Dividends or withdrawals

11.1 The Beneficiary shall provide:

• Quarterly progress updates
• Annual accounts upon request
• Notification of material changes

11.2 Failure to provide updates for 90 days constitutes a breach.

Early redemption may occur if:

• The Project completes early
• A refinancing event occurs
• The Beneficiary elects to redeem early

Interest is calculated on a pro-rata basis.

13.1 Security may include:

• Fixed & floating debenture
• Legal or equitable charge on property
• Director personal guarantee

13.2 Security becomes fully enforceable upon default.

The Beneficiary confirms:

• Legal authority
• Ongoing solvency
• Full and accurate disclosure
• No undisclosed encumbrances

The Noteholder confirms:

• Funds are lawfully sourced
• Risks are understood
• Eligibility requirements are met

An Event of Default includes:

1. Failure to repay
2. Insolvency
3. Misuse of funds
4. Breach of agreement
5. Fraud or misrepresentation
6. Regulatory violations
7. Loss of planning permission
8. Reporting failure
9. Criminal conduct
10. Any event impacting repayment ability

Upon default:

• All Loan Notes become immediately due
• All Security becomes enforceable
• Legal recovery may be initiated
• A receiver may be appointed
• The Beneficiary bears all enforcement costs

17.1 The Beneficiary holds full repayment responsibility.

17.2 The Facilitator's liability is strictly limited.

17.3 The Noteholder's exposure is limited to their invested capital only.

All information regarding:

• Investors
• Projects
• Commercial arrangements

Must remain strictly confidential unless legally required.

20.1 KT Estates acts as Data Controller.

20.2 Personal data is processed lawfully and securely.

20.3 Data is not sold or shared without consent.

No liability for:

• Natural disasters
• Conflict
• Pandemics
• Government action
• Supply chain disruption

Repayment obligations remain unaffected.

These Terms shall be governed by the laws of England and Wales.

The courts of England and Wales retain exclusive jurisdiction.