Co-ownership Terms & Conditions

PLEASE ENSURE TO READ THE TERMS AND CONDITION FOR THE BUYSMALLSMALL CO-OWNERSHIP PRODUCT. THE USER/SUBSCRIBERS ACKNOWLEDGES TO BE BOUND BY THESE TERMS AND CONDITION AND THE POLICY OF THE PRODUCT BY ACCESSING AND TICKING THE CHECKBOX

SMALL SMALL TECHNOLOGY LIMITED (SST) is a Property-Technology company duly registered in Nigeria which has developed and packaged a product for the benefit of subscribers. The Product is a special purpose vehicle established for the purpose of assisting the acquisition of the BuySmallSmall Co-Ownership Properties through the issuance of Units of Shares under the BuySmallSmall Co-Ownership Product (Product).

The Product is designed to provide properties, developed, under development and other BuySmallSmall Co-Ownership Properties options to the subscribers and make returns for the benefit of the subscriber’s subject to the terms and conditions and the product plan and policies. The Product is particularly designed to provide all classes of person who desire to make profit or investment in the property space but are unable to make such acquisition due to the paucity of funds do so by purchasing units of shares for a duration of years and be entitled to the proceeds of the asset proportionate to the units of share held by the holder of the certificate.

The terms and conditions below apply to the subscription to any offer provided under the Product and apply to all subscriber for the duration of the product and subject to reasonable modifications which shall not at any time substantially alter or modify the product with notice to the subscribers.

COMMENCEMENT AND DURATION
This subscription shall come into force after a two months shares availability period as published on the platform. The end of the two months shares availability period shall be the effected date when the prospective subscribers agrees and undertakes to subscribe to the product, its policy, the terms and conditions and shall be valid for the duration of four years for fixed hold and ten years for free hold subscribers. The transfer of shares certificates, the effluxion of the fixed hold or free hold term shall be the termination of the term of the subscription.
2. THE UNIT OF SHARES CERTIFICATE
The Subscriber hereby subscribes to purchase the Units of shares in the BuySmallSmall Co-Ownership product as provided in the shares certificate and agree to pay unto SST the purchase price sum only representing the number of units of shares purchased.
  1. The minimum subscription amount shall be ₦ 4,000 ( Naira).
  2. Each Units of Shares Certificate represents an undivided interest in the Product Assets and will rank pari passu, without any preference, with the other Certificates.
  3. Each Units of Shares Certificate represents a limited recourse obligation of SST.
  4. Each Units of Shares Certificate shall be issued by way of private placement.
  5. The Units of Shares Certificate shall be issued only as fully paid.
  6. All the terms and conditions shall be applicable to each Units of Shares Certificate.
  7. The Subscribers shown in the register of SST are entitled to the benefit of, are bound by, and are deemed to have notice of, all the terms and conditions.
3. TITLE
Each Subscriber will be treated as the owner of the shares as represented by the Units of Shares Certificate for the purposes of the product. The registered Holder of a Units of Shares Certificate will be recognised by the SST as entitled to his Units of Shares Certificate free from any equity, set-off or counterclaim against SST, the original or any intermediate Holder of such Units of Shares Certificate.
4. THE REGISTER
SST will establish and maintain a Register and in such form as it considers adequate and shall enter therein the following particulars: a. the name and address of each Subscriber; b. the amount of money paid for the units of shares c. the number of unit of shares purchased; d. the date of purchase; e. the duration of the subscription and the expected date of the maturity of the subscription/product; f. the date on which the subscriber ceases to be a Subscriber; and other details which SST may consider necessary or desirable. 1. SST shall not incur any liability or responsibility on account of any mistake by the subscriber in the Register. 2. Every Subscriber shall promptly notify SST in writing of any change of name or address and SST shall alter the Register accordingly. An interest in the Product shall be said to be acquired by a person when the interest of the Subscriber has been entered into the Register by SST.
5. TRANSFER OF UNITS OF SHARES CERTIFICATE
Registration of any transfer of the units of shares will be effected with charges (if any) to be borne by the Subscriber unit holder seeking to transfer and for the benefit of the transferee.
6. LIMITED RECOURSE

6.1 The Proceeds of the Product Assets are the sole source of payments on the Product. The Product does not represent an interest in or obligation of any other asset of SST, the Subscribers or their respective affiliates. Accordingly, the Subscribers, by subscribing and acquiring the Product, acknowledge that they will have no recourse to any other assets of SST other than the Product Assets.

6.2. If, following the distribution of such proceeds, there remains a shortfall in payments due under the Product, no Subscriber will have any claim against any other SST products or properties (to the extent that the Product Assets have been exhausted) or SST (to the extent that each fulfils all of its obligations under this agreement to which it is a party) or against any assets (other than the Product Assets to the extent not exhausted) in respect of such shortfall, and any unsatisfied claims of the Subscribers shall be extinguished. SST and the Subscribers shall only be entitled to deal with the Product Assets as expressly permitted by the product policy and the Terms and Conditions.

7. THE SUBSCRIBER OBLIGATIONS

i. The Subscribers agree to ensure that he/she will performs all of his/her obligations as provided under this terms and conditions

ii. To consent to a credit search or obtaining the credit report which may be carried out or obtained by the SST when required.

iii. To pay the Purchase price value of the units of shares of the Product subscribed to and other payments as may be required for the transaction and reasonable incidental cost.

iv. The subscriber understand and acknowledge that the BuySmallSmall Co-Ownership property and the title document shall be held in trust by SST appointed for this purpose for the benefit of the parties for the duration of the term.

v. That each Subscribers shall have an undivided ownership interest in the BuySmallSmall Co-Ownership product and no Shares Certificate shall confer any interest or share in any particular part of the Product Assets.

vi. That no Subscriber shall have a right to call for any partition or division of any portion of the Product Assets by virtue of his/its ownership interest in the Product Assets.

vii. That a Subscriber shall have the right to share in the benefits from the Product Assets proportionate to the number of his/its ownership interests in the Product Assets.

viii. That only persons who have been duly registered in the Register maintained by SST as Small Small Co-Owners or subscribers shall have the right to be recognized as such.

ix. That a Subscriber shall not have the right to pledge, charge, mortgage, or otherwise offer his Shares Certificate as security for a debt, a loan or an obligation

x. To be bound by the Trust in respect of the product assets.

xi. By purchasing the Shares Certificate, each Subscriber is deemed to have agreed that notwithstanding anything to the contrary contained in this agreement, the Conditions, or any Transaction Document that:
  • 1. No returns or profit of any amount whatsoever shall be made by or due on the Shares Certificate, except from the Product Assets at the expiration of the term;
  • 2. All payments due for the subscription to the product shall be made to SST as its direct obligation, in accordance with the terms and conditions;
  • 3. The subscriber shall not institute, or join any other person in instituting, against SST, any bankruptcy, reorganization, arrangement or liquidation proceedings or other similar proceedings under any bankruptcy or similar law as a result of this product.
xii. The Subscribers hereby undertakes to:
  • 1. Subscribe to the Product and the purchase of units of shares as provided under the share certificate, and perform all of his/her/its obligations under such Agreement; and
  • 2. The Subscribers hereby undertakes to pay to SST all monies due and payable to the account for SST under the product.
8. ENFORCEMENT AND EXERCISE OF RIGHTS
8.1 Following the distribution of the proceeds of the Product Assets in respect of the Units of Shares Certificate to the Subscribers, in accordance with the Conditions and this Agreement, SST shall not be liable for any further sums and, accordingly, the Subscribers may not take any action against SST to recover any such sum in respect of the Units of Shares Certificate or the Product Assets.

8.2 Upon the full and final payment of all Returns, the obligations of SST in respect of the Units of Shares Certificate shall be satisfied and no Holder of the Units of Shares Certificate may take any further steps against SST to recover any further sums in respect of the Units of Shares Certificate and the right to receive any such sums unpaid shall be extinguished. In particular, no Holder of the Units of Shares Certificate shall be entitled in respect thereof to petition or to take any other steps for the winding-up of SST.

9. RETURNS, PAYMENTS AND DISTRIBUTIONS

9.1 Returns
9.1.1 The returns shall be payable in arrears in respect of the Product Certificates and shall be distributed to the Subscribers by SST, pro rata to their respective holdings, out of amounts payable by the Subscribers under the Product.

9.1.2 Each Units of Shares Certificate under a Fixed-Hold subscription will cease to be eligible to earn rent for a four years period where the property is already developed and Returns after the disposal of the asset and the distribution of the Returns under the terms of the Product or at the effluxion of the term of the product.

9.1.3 Each Units of Shares Certificate under a Free-Hold subscription would continue to earn guaranteed rent for ten years interval

9.2. Payment Conditions
9.2.1 Payments of Returns in respect of each Units of Shares Certificate shall be made to the person shown on the Register at the end of the term (‘‘Maturity Date’’).

9.2.2 Payments of Returns in respect of each Units of Shares Certificate shall be made in Naira by transfer to an account in Naira maintained by the Subscriber with an authorised bank in Nigeria.

9.2.3 All payments are subject in all cases to any applicable fiscal or other laws, regulations and directives in the place of payment.

9.2.4 No commission or expenses shall be charged to the Subscribers in respect of such payments.

9.2.5 The payment of returns into the account of the subscriber shall be made within 14 working days after the maturity date.

9.2.6 If the date for payment in respect of any Units of Shares Certificate is not a Business Day, the Holder shall not be entitled to payment until the next following business day nor to any profit or other sum in respect of such postponed payment.

10. TERMINATION
This agreement shall not be terminated by the parties until the effusion of the term
11. FORCE MAJEURE
Where the performance of any part of this Agreement is interfered with for any length of time by governmental restrictions, war, civil commotion, riots, strike, lock out or acts of God such as typhoon, earthquake, disease outbreak, flood or any other similar or dissimilar causes which are beyond the control of the Parties, the Party so affected shall not be responsible for delay or failure of performance of this Agreement for such length of time.
12. WARRANTY AND INDEMNITY
Each Party agrees to defend, indemnify and hold the other party and its affiliates directors, employees, service providers, advertisers, officers, agents, partners and third-party service providers, harmless from and against all losses, liability, claim, or demand, including reasonable attorney’s fees, made by any third party due to or arising out of this Agreement and/or arising from negligence or a breach of any provision in this Agreement arising from the parties’ acts or omissions. This defence and indemnification obligation will survive termination of this Agreement.
13. NOTICES
Any communication to be made under or in connection with this terms and condition of the product shall be made in writing to SST and unless otherwise stated, may be made by facsimile, email or letter.
14. AMENDMENT AND MODIFICATION
SST reserves the right to modify this terms and condition and policy at any time in accordance with this provision. In the event where SST exercise the right modify the terms and conditions, the revised terms will be published. SST shall be entitled hereto to modify, alter, or add to the provisions of this terms and conditions in such manner and to such extent as they may consider expedient for any purpose of the product Provided That SST shall notify in writing that in its opinion such modification, alteration, or addition does not prejudice the interests of the Subscribers; and PROVIDED also that no such modification, alteration or addition shall impose upon any Subscriber any obligation to make any further payment in respect of the Units of Shares Certificate(s) or to accept any liability in respect thereof.
15. GOVERNING LAW
This product and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
16. DISPUTE RESOLUTION
16.1 In the event of any allegation of breach or question of interpretation or dispute or controversy relating to this Agreement, the parties to the dispute shall meet and negotiate in good faith with a view to settling the matter amicably. If the parties are unable to settle the matter or dispute within ten (10) Business Days after the afore-mentioned meeting, then the matter or dispute shall be referred to Mediation, whose decision shall be binding on the Parties.

16.2 In the case that parties are unable to resolve this dispute amicably within 30 days pursuant to clause 16.1 above, such dispute arising out of or in connection with this Agreement shall first be referred to mediation at the Lagos Multi-Door Court House (“LMDC”). If the Parties fail to resolve such dispute or difference by mediation within a period of fourteen (14) days from the date of referral to the mediation, the dispute shall be referred to a court of competent jurisdiction for resolution. Provided that nothing in this clause shall preclude any party from obtaining interim relief from a court of competent jurisdiction.

16.3 This clause shall survive the determination of this Agreement and shall accordingly apply at all times to disputes and differences of opinion arising between the Parties hereto concerning this Agreement or any matter hereof.

GENERAL TERMS YOUR SUBSCRIPTION INCLUDE THE FOLLOWING:

Shares Allocation & Certificate: When you buy one or more shares of BuySmallSmall co-ownership properties, you immediately become a co-owner and a fraction of the property shares is allotted to you based on the number of shares purchased. A shareholder certificate is also issued to you. You can buy shares of freehold properties: meaning, you can own and hold only your shares for as long as you want, you can transfer after a one year holding period, set your price and sell anytime, but the property cannot be sold as a whole except if all shareholders agreed to sell. Also, you can buy shares of fixed-hold properties: meaning, you can own and hold shares for a fixed term, you can transfer, set price and sell only your shares within the fixed term after a one year holding period and within the cap share price as stipulated by SST to reflect the market value of the property at the time of the transfer, but the property will be sold as whole at maturity of the hold period and all shareholders will enjoy the gains from the sale.

Trustee Appointment: For the purpose of transparency and accountability, BuySmallSmall appoints and pays a Publicly Listed Asset Management Company as Trustee(s) to hold and manage properties acquired under its co-ownership package.

Property Titling: All properties acquired by co-owners on BuySmallSmall are immediately registered with the State Land Registry under an SPV facilitated by the appointed independent Trustee. The original registered title documents are kept by the Trustee.

Property Letting & Management: All properties bought under co-ownership package are let-out and the day-to-day operation is managed by Small Small Technology. The cost is covered from our 25% Running Fund (See Running Fund below).

Premium Tenants: All properties acquired under our co-ownership package will be repackaged and offered as Rent2Own to premium tenants. BuySmallSmall will lock the premium tenants in a contract as a potential buyer at a pre-agreed price for a period not exceeding the property hold period. The property would be put on the platform for Premium Tenants who would pay premium rent which is a rental value higher than the market rate rental value for the purposes of facilitating the premium tenants ownership interest; fifty percent (50%) of the premium rent is used to cover the basic rent/subscription fee which is due and payable to the co-owners and will be distributed to shareholders after deducting running cost on a quarterly basis for fully developed properties. For properties undergoing development, guaranteed rent would commence upon completion and communication will effected by SST be on the start date for rent accrual; the remainder 50% of the premium rent is held as down payment towards ownership until completion of the contract, when the balance is expected to be paid by the premium tenant in order to take full possession as the new owner of the property.

Guaranteed Return: Co-owners with fixed-hold shares get guaranteed return upon maturity of the property hold. The guaranteed return is powered by the rent2own package with a pre-agreed price that factors in an appreciation rate, ensuring shareholders make good profit. BuySmallSmall doesn’t give guaranteed return to shareholders of freehold properties; this gives them freedom to set their own price if they want to sell at any time. However, for ease of exit, freehold shareholders can sell using BuySmallSmall secondary market, and if shares are not sold within 7 days, BuySmallSmall will offer a buy-back at an agreed rate.

Guaranteed Rent: All shareholders of BuySmallSmall co-ownership properties, fixed-hold or freehold, enjoy guaranteed rental income which is part of the premium rent paid by premium tenants. If a property is acquired under a fixed-hold co-ownership plan, the guaranteed rent is earned up to maturity date. If a property is acquired under a freehold co-ownership plan, the guaranteed rent is earned up to a maximum of 10 years. The guaranteed rent not only gives shareholders a passive cash flow, but it ensures the property has enough cash-flow to cover running costs which include property insurance, property maintenance, property management, and land-use-charge. Net Rent (gross rent minus all expenses) is distributed quarterly to shareholders in the portion of shares owned.

Running Fund: Shareholders of BuySmallSmall Co-ownership properties enjoy zero out-of-pocket cost on any property they co-own. This is made possible through a 25% deductible (Cap) from the Guaranteed rent and set aside as Running Fund from the rent revenue before the 75% is distributed to shareholders quarterly. For fixed-hold properties, all expenses of the property are covered till the maturity of the hold. For freehold properties, all expenses are covered throughout the 10 years guaranteed rent period.

Property Insurance: Every BuySmallSmall co-owned property is insured year on year under a premium plan that covers damages arising from fire and other disasters. The cost is covered from our 25% Running Fund.

Property maintenance: For a co-owned property to increase in value, proper maintenance structure must be in place. BuySmallSmall is positioned to prevent maintenance issues before they happen, and/or attend to issues swiftly when they happen, and the cost is covered from the 25% Running Fund.

Land Use Charge (LUC): Every property is billed by the state government annually for Land Use Charge. The cost is covered from our 25% Running Fund.

Shares Accumulation & Conversion: Both fixed-hold and freehold shares can be accumulated, consolidated, and converted (depending on size) as down payment or full payment to take ownership of an entire property on BuySmallSmall (T & C applies). You can do this at your own pace or you can opt for BuySmallSmall Shares Target Program(STP) where we set shares targets and challenge you to hit those targets within a set period for a chance to convert them as down payment to own an entire property. Currently, the minimum downpayment required to access financing on BuySmallSmall is 20%, with STP, you can use your acquired shares that equals 10% value of any property of your choice as a downpayment and unlock sole-ownership. BuySmallSmall Shares Target Program is powered by our Buy-Back Program. (See Shares Buy-back in FAQ)