IMPORTANT NOTICE

SHARIA PLATFORM FOR BRIDGE FUNDING OPPORTUNITIES  

Covenant Capital has created the Platform under which Investors may participate in Shariah compliant real estate funding opportunities with Customers (Funding Opportunities) for the purpose of purchasing Metals. 

In order to facilitate these Funding Opportunities, Covenant Capital wishes to deal with the Investor in compliance with the principles of Shariah. Where an Investor wishes to pursue a Funding Opportunity on the Platform the Investor shall be able to do so under the terms of the Murabaha Facility Agreement as further described in the Terms below.  

 

PART 1 – FRAMEWORK TERMS AND CONDITIONS FOR USE 

 

1. Introduction

   1. These Terms and Conditions (“Terms”) govern the relationship between Covenant Capital Ltd (“Company”, “we”, “us”, “our”) and the individual or entity that opens an account on the Platform (“Investor”, “you”, “your”) 

   2. These Terms set out the basis on which the Company provides access to the Platform and the Services. They form a legally binding agreement between the Company and the Investor 

   3. By creating an Account, accessing the Platform, or using any Service, the Investor acknowledges that they have read, understood, and agree to be bound by these Terms. 

2. Definitions 

   1. For the purposes of these Terms, the following expressions shall have the meanings set out below:

Account	means the account maintained by the Investor on the Platform.
Agent	Means the agent as identified in the applicable Murabaha Facility Agreement
Applicable Law	means all laws, regulations, rules, directives, and regulatory guidance applicable to the provision or use of the Services.
Business Day	means any day other than a Saturday, Sunday, or public holiday in England.
Customer	means a party who is seeking bridge funding on the Platform.
Customer Finance Documents	means in respect of a Customer Financing, those finance documents entered into between Covenant Capital (as financer), the Customer and the Security Trustee all as further described in the Murabaha Facility Agreement.
Customer Security Documents	means those security documents under which the Customer grants security for the obligations owing by it to the Company Capital as further described in the Murabaha Facility Agreement.
Funding Opportunity(ies)	means an opportunity for Investors to provide funding on the terms set out in the Murabaha Facility Agreement
Funding Opportunity Notice	means a notice delivered to the Investors via the Platform which contains the commercial details of a Funding Opportunity.
Murabaha Facility Agreement	means the agreement to be entered into between the Investor, the Company, the Agent and the Security Trustee (all as defined within that Agreement) to facilitate and execute a Funding Opportunity made available on the Platform.
Minimum Participation Amount	means, in relation to any Funding Opportunity, the minimum amount that an Investor is required to contribute to the overall amount required for the Funding Opportunity, as notified to the Investor by the Company.
Offered Participation Amount	means, in relation to any Funding Opportunity, the amount that an Investor wishes to contribute to the overall amount required for the Funding Opportunity.
Participation	means any instruction submitted by the Investor to participate in a Funding Opportunity.
Platform	means the online investment platform operated by the Company.
Privacy Policy	means the means the Company’s policy governing the processing of personal data.
Profit Amount	has the meaning ascribed to it in the Murabaha Facility Agreement
Security Trustee	Means [NAME].
Services	Means the investment, transactional, administrative, and ancillary services provided by the Company through the Platform.

 

3. Interpretation 

   1. References to statutes include amendments, reenactments, and subordinate legislation.  

   2. Words in the singular include the plural and vice versa.  

   3. References to “including” or “includes” shall be construed without limitation. 

   4. Headings are for convenience only and do not affect interpretation.  

   5. In the event of conflict between these Terms and any other document, these Terms prevail unless expressly stated otherwise. 

 

4. Regulatory Status 

   1. The Company is not authorised and regulated and is not required to be authorised and regulated by the Financial Conduct Authority. It is acknowledged and agreed by the Parties that the Platform as provided by the Company is not regulated by the Financial Conduct Authority or any other financial services regulator.  

   2. Certain Services may be performed by third party regulated entities, and payment service providers. 

   3. Nothing in these Terms shall be construed as the provision of personalised investment advice, tax advice, or legal advice. 

5. Scope of Services 

   1. The Company has created the Platform under which Investors may participate in Shariah compliant real estate funding opportunities with Customers (Funding Opportunities). The Company will from time to time via the Platform notify the Investor of Funding Opportunities. 

   2. In respect of each Funding Opportunity, the Investor will be invited (along with all other Platform Investors) to participate in the Funding Opportunity in accordance with these Terms.  

   3. In respect of each Funding Opportunity, Company shall notify the Investor by sending the Investor, via the Platform, a Funding Opportunity Notice which shall contain the principal terms of the proposed funding, including: 

      1. details of the Customer; 

      2. amount of the funding; 

      3. purpose of the funding; 

      4. term of the funding; 

      5. details of the customer collateral and Customer Security Documents; 

      6. profit rate applicable to the funding; 

      7. profit rate payable by the Customer under the Customer Finance Documents; 

      8. Profit Amount to be retained out of funding for the purpose of paying the profit rates; 

      9. Minimum Participation Amount; 

   4. Following each Funding Opportunity Notice being sent to the Investor and subject to the Investor confirming via the Platform that it wishes to participate in the Funding Opportunity to which the Funding Opportunity Notice relates and that the Investor’s Offered Participation Amount is equal to or greater than the Minimum Participation Amount, Company shall require Investor to enter into the Murabaha Facility Agreement under the terms of which, and subject to complying with those terms, the Investor shall be able to benefit from the Funding Opportunity.  

   5. The Company may modify, suspend, or discontinue any Service upon reasonable notice, except where immediate action is required for legal, regulatory, or security reasons. 

   6. The Company does not guarantee that any Funding Opportunity will remain available on the Platform. 

6. Eligibility and Client Categorisation 

   1. The Investor represents and warrants that they: 

      1. are at least 18 years of age; 

      2. have full legal capacity to enter into and perform these Terms; 

      3. are not subject to any prohibition under Applicable Law that would restrict their use of the Services; 

      4. are suitably qualified to be permitted to the Platform, in that they are a (1) high net worth individual; (2) certified or self-certified sophisticated investor or investment professional, as each such term is defined in the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (SI 2005/1529). The Investor must inform the Company promptly of any change in circumstances that may affect their categorisation; 

      5. have provided accurate, complete, and up to date information during onboarding. 

7. Account Opening and Verification 

   1. The Investor must complete all onboarding requirements, including identity verification, anti-money laundering (AML), and counterterrorist financing (CTF) checks. 

   2. The Company may request additional information or documentation at any time to comply with Applicable Law. 

   3. The Company may refuse to open an Account or may suspend or terminate an Account at its sole discretion. 

8. Investor Representations and Warranties 

   1. The Investor represents, warrants, and undertakes that: 

      1. all information provided to the Company is true, accurate, and complete;

      2. they will comply with all Applicable Law in connection with their use of the Services; 

      3. they will not use the Platform for any unlawful purpose; 

      4. they understand the risks associated with investing; 

      5. they are acting on their own behalf and not as agent or nominee for any third party unless expressly agreed. 

 

9. No Advisory Relationship 

   1. The Investor acknowledges that the Company does not provide: 

      1. personalised investment advice; 

      2. tax advice; 

      3. legal advice; 

      4. recommendations regarding the suitability of any Funding Opportunity. 

   2. Any information, analysis, or tools made available on the Platform are provided solely for general informational purposes. 

   3. The Investor is solely responsible for determining the suitability of any decision in respect of any Funding Opportunities. 

10. Appropriateness and Suitability 

    1. The Company may assess whether certain Funding Opportunities are appropriate for the Investor based on information provided by the Investor. 

    2. The Investor acknowledges that: 

       1. failure to provide accurate information may affect the assessment; 

       2. the Company may decline to permit investment in certain products if deemed inappropriate; 

       3. the Company is not responsible for verifying the completeness or accuracy of information provided by the Investor. 

    3. The Company does not conduct ongoing suitability assessments unless expressly required by Applicable Law. 

11. Risks 

    1. The Investor acknowledges and accepts that all investments involve risk, including the potential loss of capital. 

    2. The Company makes no representation regarding the performance of any Funding Opportunity. 

    3. Past performance is not a reliable indicator of future results. 

12. Participations 

    1. Any Participation in a Funding Opportunity by an Investor shall be on the basis of the arrangements put in place by or on behalf of the Company and in accordance with the terms of the Murabaha Facility Agreement, to which the Investor will be a party as a condition of participating in any Funding Opportunity. 

    2. Implementation times in relation to each Funding Opportunity shall be made known to the Investor via the Platform. Where the Investor fails to adhere to those implementation times (for example by failing to provide funds by a specified time) the Investor may lose their right to participate in the Funding Opportunity. 

    3. The Murabaha Facility Agreement shall be provided to the Investor for each Opportunity an Investor elects to invest in.  

13. Security and limited recourse 

    1. Each Funding Opportunity shall be secured over assets of the Customer details of which will be set out in the terms of the Funding Opportunity provided to the Investor. Such security will be held on trust by the Security Trustee for the benefit of the participating Investors and the Company. 

    2. Where there is any default by the Customer in its payment terms, the Investor’s sole recourse shall be from the proceeds recovered from the enforcement by the Security Trustee with the net proceeds to be shared between all Investors who have participated in the Funding Opportunity in the same proportion as each of their participations bears to the aggregate amount provided by the Investors in relation to the Funding Opportunity. 

14. Active Participation 

    1. All investors are required to actively participate in decision making processes in relation to each Funding Opportunity and the underlying Customer Finance Documents in relation thereto. 

 

PART 2 — PLATFORM USE, SECURITY, OPERATIONAL RESILIENCE, OUTAGES 

 

15. Platform Use 

    1. The Investor shall use the Platform in accordance with these Terms and any guidelines published by the Company. 

    2. The Investor shall not use the Platform for any unlawful or unauthorised purpose. 

    3. The Company may suspend or restrict access to the Platform for breaches of these Terms. 

16. Security 

    1. The Company shall implement reasonable security measures to protect the Platform. 

    2. The Investor shall keep their login credentials confidential and notify the Company immediately of any unauthorised access. 

    3. The Company shall not be liable for losses arising from unauthorised access due to the Investor’s negligence. 

17. Operational Resilience 

    1. The Company shall maintain systems and controls to ensure operational resilience. 

    2. The Company shall have contingency plans for system failures, cyber incidents, and other operational risks. 

    3. The Company shall notify Investors of significant outages or disruptions. 

18. Outages 

    1. The Company shall use reasonable endeavours to minimise Platform outages. 

    2. The Company shall not be liable for losses caused by outages beyond its control. 

 

 

 

PART 3 — LIABILITY, INDEMNITIES, TERMINATION, DISPUTE RESOLUTION 

 

19. Liability 

    1. Each Party’s liability to the other Parties for any loss, cost, claim, injury, liability, or expense, including reasonable attorney’s fees, relating to or arising from any act or omission in its performance or consumption of the Services, as applicable, under these Terms, shall be limited to the price paid for the Service provided. In no event shall you or we be liable to each other for any indirect, special, consequential, or punitive damages.  

20. Indemnities 

    1. The Investor agrees to indemnify and hold harmless the Company from and against all claims and suits by third parties for damages, injuries to persons (including death), property damages, losses, and expenses including court costs and reasonable attorney’s fees, arising out of, or resulting from, Investor’s use of the Services under these Terms, including all such causes of action based upon allegations of negligent or intentional acts on the part of the Investor, its officers, employees, agents, subcontractors, licensees, or invitees. Parties found liable shall pay their proportionate share of damages as agreed by the parties or as ordered by a court of competent jurisdiction over the case.  

    2. The indemnity obligations survive termination of these Terms. 

21. Termination 

    1. The Investor may cease using the Platform and by extension their agreement to being bound by the Terms by giving the Company no less than 30 days’ written notice.  

    2. The Company may terminate the Investor’s access to the Platform under these Terms for convenience upon giving the Investor 30 days’ written notice. 

    3. The Company may suspend or terminate the Investor’s Account immediately either where the Investor has breached these Terms, or the Company is required, by a regulatory authority or for operational reasons, to cease providing the Service. 

    4. Termination for whatever reason by ether Party shall not affect accrued rights or obligations. 

22. Outsourcing and Third-Party Providers 

    1. The Company may outsource certain functions to third-party providers. Where it does so the Company remains responsible for outsourced functions. The Investor hereby consents to the use of third-party providers as described in these Terms. 

23. Data Protection 

    1. The Company agrees to comply with the Privacy Policy in its processing of any personal data provided by the Investor and further agrees to comply with the provisions of the Data Protection Act 2018.  

    2. The Investor consents to the processing of personal data as set out in the Privacy Policy and acknowledges that the Company shall implement appropriate technical and organisational measures as required under the Data Protection Act 2018. 

24. Variation  

    1. Any variation to the Terms shall governing your access to the Platform may only be made by the Company. Where the Company makes changes that are material to how you may use the Platform the Company shall notify you in advance of those changes. 

25. Notices 

    1. Any notice under these Terms shall be in writing to the other party at such address or email address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received in the case of email at the time the email is sent and in the case of post, on the earlier of the date actually received or on the fourth day after the postmark if such notice is mailed first class postage prepaid.  

26. Assignment  

    1. No assignment of any rights, duty or obligation of performance hereunder under these Terms may be made by the Investor other than pursuant to these Terms. 

27. Entire Agreement  

    1. These Terms together with the exhibits, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents and exhibits. 

28. Severability  

    1. In case any provision in these Terms should be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability. 

29. Dispute Resolution 

    1. The parties shall attempt to resolve disputes amicably. Disputes not resolved may be referred to mediation.  

    2. If a dispute arises out of or in connection with these terms contract, the parties agree to first attempt to settle the dispute by mediation administered by CEDR under its Model Mediation Procedure, before pursuing any other remedy, including litigation or arbitration.  

    3. The mediation shall be conducted in accordance with the CEDR Mediation Procedure, and the parties agree to participate in good faith. If the dispute is not settled by mediation within 28 days of commencement, it may then be referred to arbitration under the CEDR Arbitration Rules or other agreed process.  

30. Jurisdiction  

    1. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or its subject matter or formation, which cannot be resolved by reference to the procedures set out in clause 27.