1. Definitions and interpretation
1.1. In this Agreement, unless the context requires otherwise:
Aggregated Investment Amount means the amount of capital to be collected from a Client (or various Clients in aggregate) during the Collection Period before SV Capital will acquire the Product and/or deploy to any of SV Capital’s investment products;
Agreement means this Investment Agency Agreement consisting of these terms and conditions as read together with the Application Form;
Application Form means the online application form as contained on the Website, setting out the contact details of the Client and the Investment Amount;
Benchmark Return means a minimum return to achieve on the investment calculated over the Investment Period;
Client means the Client as indicated on an Online Application Form;
Client Participation Ratio means the percentage that a Client’s Investment Amount constitutes of a particular Aggregated Investment Amount;
Collection Period means the period as indicated on the Website from time to time, during which SV Capital shall collect Investment Amounts for purposes of making up the Aggregated Investment Amount;
Investment Amount means the amount to be invested by a Client as set out in the Application Form;
Investment Application means the application by various Clients to invest individual Investment Amounts;
Investment Date has the meaning as defined in clause 4.1(2);
Investment Period means a period of 12 months from the Investment Date, or as otherwise agreed between SV Capital and the Client;
Product means the relevant livestock to be acquired with the Aggregated Investment Amount as requested in the Online Application Form;
Product Seller means the person or entity from whom SV Capital shall acquire Product with the Aggregated Investment Amount and who will be mandated to perform the farming services described in clause 9.1;
Mandated Services means those services to be performed by SV Capital as duly authorised agent of the Client for purposes of the Agreement, including, without limitation:
to acquire and dispose of the Product and to employ reasonable endeavours to obtain the best available market prices for these purposes and/or;
to investing in short term projects and to employ reasonable endeavours to ensure a rigorous due diligence is undertaken for these purposes
to acquire Delivery Bike (s) on behalf of clients and to employ reasonable endeavours to ensure the correct use of the Delivery Bike (s) for these purposes
to receive Investment Amounts from a Client as collecting agent of such Client;
to pay Investment Amounts on behalf of a Client as paying agent of such Client;
enter into negotiations with the Product Seller and pay amounts owing to the Product Seller for purposes of clause 9;
enter into agreements with entrepreneurs to invest in short term projects and ensure the repayment of such amounts owing to SV Capital for purposes; and
enter into agreements with Delivery Bike operator and ensure the correct use of the Delivery Bike inorder to recoup amount owed to SV Capital for purposes; and
all other services and functions as contemplated in this Agreement;
Parties means SV Capital and the Client or either one of them as the context requires;
Short-term project means investment in qualifying partner entrepreneurs’ vetted projects for the benefit of investors
SV Capital means SV Capital Proprietary Limited (Registration number 2017/194453/07), a company incorporated in accordance with the laws of South Africa;
SV Capital Account means the SV Capital Trust account into which a Client will pay the Investment Amount, the details of which will be informed to Clients via email from time to time;
Delivery Bike Investment means clients investment in a Delivery Bikes that are operated by vetted Delivery Bike operator for the benefit of the investor
Website means the internet site at the following URL address www.svcapital.co.za; and
Website Terms of Use means the terms governing access to the Website as accessible by the Client on the Website.
2. Introduction
The Parties wish to enter into this Agreement in terms of which SV Capital will be appointed and act as the duly authorised agent of the Client in performing the Mandated Services.
2.2. The Client agrees that the Mandated Services will be performed on the basis and subject to the conditions as set out in this Agreement
3. Website
3.1. Clients may access the Mandated Services through completing the required online Application Form on the Website.
3.2. SV Capital may in its absolute discretion accept or reject a Client’s application. Should an application be accepted, these Terms and Conditions shall apply between the Parties.
3.3. Access to the Website will be subject to the Website Terms of Use.
4. Mandated Services for Cattle
4.1. At the end of each Collection Period, SV Capital will perform the following as duly authorised agent of the Client:
SV Capital will receive the Investment Amount into the SV Capital Account as collecting agent of the Client. SV Capital will receive such amount for on-payment to the relevant Product Seller as consideration for the sale transaction described in 4.1(2) below and at no time will SV Capital become entitled to the Investment Amount for its own benefit;
SV Capital will, as agent of the relevant Clients having contributed the Aggregated Investment Amount, acquire the Product (at the prevailing market prices at the time of purchase) as soon as reasonably practicable following receipt of the funds described in clause (1) above (Investment Date). SV Capital will use its best endeavours to acquire the Product at the best available market related prices, but will not be obliged to acquire Product at any particular price;
upon the acquisition of Product as described in paragraph 4.1(2) above, each Client having contributed to an Aggregated Investment Amount will become co-owners (in the Client Participation Ratio) of the relevant Product acquired. For the avoidance of doubt, it is confirmed that SV Capital is merely acting as facilitator and agent in respect of the acquisition and sale of Product and does not obtain any ownership interest in respect of the Product;
at the end of each Investment Period, SV Capital is authorised to sell the relevant Product as agent of the Client at prevailing market prices. Upon such sale the Client will be entitled to such share of the sale proceeds as is equal to its Client Participation Ratio;
a Client is not entitled to dispose of its interest in any Product acquired pursuant to clause 4.1(2) before the end of an Investment Period. The Client authorises SV Capital to enter into a reinvestment agreement (Reinvestment Agreement) with the Product Seller in terms of which the Product Seller will be permitted, as agent of the Client, to sell and reinvest the relevant Product (and Aggregate Investment Amount received pursuant to any such sale) quarterly during the Investment Period. Such reinvestment will entail the Product Seller selling the Product and reacquiring Product every five (5) months at prevailing market prices. The Reinvestment Agreement is designed to maximise investment returns for the Client during the annual Investment Period;
any amounts received by SV Capital pursuant to any sale of Product on behalf of a Client at the end of the Investment Period will be received in the SV Capital Account as collecting agent of the Client and be onpaid to the Client’s account as nominated in the Application Form (Client Account).
5. Mandated Services for Short Term Investment
5.1. At the end of each Collection Period, SV Capital will perform the following as duly authorised agent of the Client:
SV Capital will receive the Investment Amount into the SV Capital Account as collecting agent of the Client. SV Capital will receive such amount for on-payment to the relevant Product Seller as consideration for the sale transaction described in 4.1(2) below and at no time will SV Capital become entitled to the Investment Amount for its own benefit;
SV Capital will, as agent of the relevant Clients having contributed the Aggregated Investment Amount, acquire the Product (at the prevailing market prices at the time of purchase) as soon as reasonably practicable following receipt of the funds described in clause (1) above (Investment Date). SV Capital will use its best endeavours to acquire the Product at the best available market related prices, but will not be obliged to acquire Product at any particular price;
upon the acquisition of Product as described in paragraph 4.1(2) above, each Client having contributed to an Aggregated Investment Amount will become co-owners (in the Client Participation Ratio) of the relevant Product acquired. For the avoidance of doubt, it is confirmed that SV Capital is merely acting as facilitator and agent in respect of the acquisition and sale of Product and does not obtain any ownership interest in respect of the Product;
at the end of each Investment Period, SV Capital is authorised to sell the relevant Product as agent of the Client at prevailing market prices. Upon such sale the Client will be entitled to such share of the sale proceeds as is equal to its Client Participation Ratio;
a Client is not entitled to dispose of its interest in any Product acquired pursuant to clause 4.1(2) before the end of an Investment Period. The Client authorises SV Capital to enter into a reinvestment agreement (Reinvestment Agreement) with the Product Seller in terms of which the Product Seller will be permitted, as agent of the Client, to sell and reinvest the relevant Product (and Aggregate Investment Amount received pursuant to any such sale) quarterly during the Investment Period. Such reinvestment will entail the Product Seller selling the Product and reacquiring Product every five (5) months at prevailing market prices. The Reinvestment Agreement is designed to maximise investment returns for the Client during the annual Investment Period;
any amounts received by SV Capital pursuant to any sale of Product on behalf of a Client at the end of the Investment Period will be received in the SV Capital Account as collecting agent of the Client and be onpaid to the Client’s account as nominated in the Application Form (Client Account).
6. Mandated Services for Delivery Bike Investment
6.1. At the end of each Collection Period, SV Capital will perform the following as duly authorised agent of the Client:
SV Capital will receive the Investment Amount into the SV Capital Account as collecting agent of the Client. SV Capital will receive such amount for on-payment to the Delivery Bike operator as an investment into said Delivery Bike investment described in 6.1(2) below and at no time will SV Capital become entitled to the Investment Amount for its own benefit
SV Capital will, as agent of the relevant Clients having contributed the Aggregated Investment Amount, invest in Delivery Bikes that is operated by Delivery Bike operator in already established routes through a rent-to-own model as soon as reasonably practicable following receipt of the funds described in clause 6.1(1) above (Investment Date). SV Capital will use its best endeavours to ensure a rigorous due diligence process is done to ensure the adequate investment and correct usage of the Delivery Bikes for the benefit of the investment;
Upon the investment in Delivery Bikes as described in paragraph 6.1(2) above, each Client having contributed to an Aggregated Investment Amount will become co-investor (in the Client Participation Ratio) in the relevant Delivery Bike Fleet. For the avoidance of doubt, it is confirmed that SV Capital is merely acting as facilitator and agent and does not obtain any ownership interest in respect of the investment;
At the end of each Investment Period, SV Capital is authorised to recoup the funds invested in the Delivery Bike investment through the rent-to-buy model employed as agent of the Client. The Client will be entitled to such share of the sale proceeds as is equal to its Client Participation Ratio;
a Client is not entitled to dispose of its interest in any investment made pursuant to clause 6.1(2) before the end of an Investment Period.
any amounts received by SV Capital pursuant to the recoupment of funds on behalf of a Client at the end of the Investment Period will be received in the SV Capital Account as collecting agent of the Client and be on-paid to the Client’s account as nominated in the Application Form (Client Account).
7. Capacity and rights of ownership
7.1. SV Capital is hereby authorised to perform all Mandated Services as duly authorised agent of the Client.
7.2. All Product acquired pursuant to the Mandated Services will become the property of the Client (on a joint ownership basis with all other Clients having contributed to a specific Aggregated Investment Amount in a percentage equal to the Client Participation Ratio).
7.3. All Delivery Bikes acquired pursuant to the Mandated Services will become the property of the Client (on a joint ownership basis with all other Clients having contributed to a specific Aggregated Investment Amount in a percentage equal to the Client Participation Ratio).
7.4. SV Capital is only authorised to perform the Mandated Services as agent and will not obtain any proprietary interest in the Product; Tuk-Tuk and or any projects invested in.
8. Fees
8.1. SV Capital is entitled to be paid for the provision of the Mandated Services of Cattle as follows:
A upfront service fee of 3.8% (excl VAT) of the Aggregated Investment Amount and must be paid at the end of each collection cycle (Raising cycle).The service fee is applicable to any cycle will be disclosed to the Client in a report in accordance with clause 14 below. The amount of any service fee may be changed at the discretion of the Fund Manager and this will be communicated to clients accordingly.SV Capital will also charge a daily standing admin fee of R2 per animal per day.
any interest earned on the Investment Amount while maintained in an SV Capital Account pursuant to providing the Mandated Services.
At the end of the Investment Period, SV Capital will be entitled to retain 20% of the investment return in excess of the Threshold Return. The Threshold Return in this case is fixed to 13%. This means that at the end of the Investment Period, the Client will only receive 80% of any return above the Threshold Return.
The fees described under clause 8.1(1) must be paid upfront, at the end of each Raising cycle. For the avoidance of doubt, it is confirmed and agreed that the payment of the fee described in this clause 8 will be deducted from the Investment Amount. By way of example (assuming SV Capital’s aggregate fee is R3), if the Client has R100 of Investment Amount, SV Capital will first deduct its fee of R3 and then only R97 will be invested with the relevant Product seller.
The Client acknowledges and agrees that any figures or amounts provided by SV Capital may be rounded down for calculation purposes. SV Capital shall not be liable for any discrepancies or issues arising from this rounding process. Any differences resulting from rounding down will not be due or payable to the Client, and the Client will have no claim to such amounts.
8.2. SV Capital is entitled to be paid for the provision of the Mandated Services of Short-Term Investment as follows:
SV Capital will charge no monthly admin fee on investments in the Short-Term investment.
An upfront service fee of 3.8% (excl VAT) of the Aggregated Investment Amount and must be paid at the end of each collection cycle (Raising cycle). The service fee is applicable to any cycle will be disclosed to the Client in a report in accordance with clause 14 below. The amount of any service fee may be changed at the discretion of the Fund Manager, and this will be communicated to clients accordingly.
any interest earned on the Investment Amount while maintained in an SV Capital Account pursuant to providing the Mandated Services.
At the end of the Investment Period, the return on this investment is expected to be up to 8.02%. A return achieved above that; SV Capital will be entitled to retain.
8.3 SV Capital is entitled to be paid for the provision of the Mandated Services of Delivery Bike Investment as follows:
An upfront service fee of 4.8% (excl VAT) of the Aggregated Investment Amount and must be paid at the end of each collection cycle (Raising cycle).The service fee is applicable to any cycle will be disclosed to the Client in a report in accordance with clause 14 below. The amount of any service fee may be changed at the discretion of the Fund Manager and this will be communicated to clients accordingly.
SV Capital will also charge a monthly management fee of R75 per bike per week when the weekly rentals are collected from the riders that are renting the Delivery Bike which will be settled from the weekly repayments received from the Delivery Bike operator.
The Aggregated Investment Amount will be deployed to the Delivery Bike operator once the minimum capital requirement is sufficient to purchase 5 motorbikes. This may be amended at the SV Capital’s discretion.
Any interest earned on the Investment Amount while maintained in an SV Capital Account pursuant to providing the Mandated Services.
At the end of the Investment Period, the return on this investment is expected to be up 20%.
9. Farming Services
9.1. As part of the Mandated Services, SV Capital is authorised to appoint the Product Seller to perform the following services for and on behalf of the Client:
farm rental in historically productive livestock areas within South Africa, vaccinations, veterinarian services, fee, security, fencing, herdsmen and management;
the maintenance of the Product in a good and healthy condition in a farm operated by the Product Seller;
the branding of the Product, recording its possession to SV Capital;
conducting an ongoing authenticity audit of ownership of the Product in favour of the Client by a reputable firm of auditors; and
the provision of quarantine facilities when necessary, in the event that the Product fall ill.
9.2. The Client authorises SV Capital to pay the Product Seller market related fees for the services provided. The fees will be invoiced upon the initial acquisition of the Product pursuant to clause 4.1(2) above and will reduce the Investment Amount actually used by SV Capital to acquire Product and consequently the Client Participation Ratio.
10. Short Term Projects
10.1. As part of the Mandated Services, SV Capital is authorised to invest in adequate and appropriate projects with partner entrepreneurs and such to perform the following services for and on behalf of the Client:
Perform a rigorous due diligence project on potential projects to invest in;
Put risk mitigants in place to ensure the recoupment of funds from said projects;
Review such projects and obtain supporting documents and record its possession to SV Capital;
conducting an ongoing authenticity audit of projects in favour of the Client by a reputable firm of auditors.
11. Delivery Bike Investment
11.1. As part of the Mandated Services, SV Capital is authorised to invest in adequate fleet of Delivery Bikes with partner Delivery Bike operator and such to perform the following services for and on behalf of the Client:
Perform a rigorous due diligence on Delivery Bike operator partner to invest in;
Ensure the Delivery Bike is operated accordingly to recoup the Clients invested amount;
The maintenance of the Delivery Bike and repair thereof;
The ownership of the Delivery Bike will only be transferred once the Delivery Bike operator has made full repayment of the outstanding amount due to Clients over the 18-month investment period.
12. Undertakings
12.1. The Client undertakes to not dispose of the investment or use the investment as any form of Collateral without first obtaining the prior written approval of SV Capital.
12.2 The Client undertakes that any action in relation to the investment will only be affected through the agency of SV Capital as part of the Mandated Services.
13. Indemnity
The Client will indemnify SV Capital against any loss, cost, damages, expense or liability arising from, or in connection with, the performance by SV Capital of its obligations under this Agreement unless caused by the gross negligence of SV Capital.
This clause means that the Client will have no claim against SV Capital for any losses caused by SV Capital unless SV Capital is grossly negligent. The Client is also responsible under this clause to pay for any third party’s losses arising out of SV Capital’s performance of its obligations under this Agreement on your behalf.
14. Reports
14.1 SV Capital will further provide the Client with bi-annual reports during the Investment Period indicating:
14.2 At the conclusion of the Investment Period, SV Capital will provide investors with a statement reflecting the Investment Amount, all investment returns, fees and the final investment return amount payable to the Client.
15. Breach
15.1 Should either Party (Defaulting Party) breach any of the provisions of this Agreement, then the other Party (Aggrieved Party) may give the Defaulting Party ten Business days’ written notice or such longer period of time as the Aggrieved Party may specify in the notice, to remedy the breach. If the Defaulting Party fails to comply with the notice, the Aggrieved Party may:
claim immediate payment and/or performance by the Defaulting Party of all of the Defaulting Party’s obligations that are due for performance; or
subject to clause 15.2, cancel this Agreement on written notice to the Defaulting Party where the breach constitutes a material breach, in either event without prejudice to the Aggrieved Party’s right to claim damages or to exercise any other rights that the Aggrieved Party may have under this Agreement or in law.
15.2 Neither Party can cancel this Agreement subsequent to the Investment Date.
15.3 Any cancellation is without prejudice to any claim that a Party may have in respect of any breach of the terms and conditions of this Agreement by the other Party arising prior to the date of cancellation.
15.4 Should any cancellation occur prior to the end of an Investment Period, the provision of clause 4.1(5) shall apply.
16. General
16.1 This Agreement is the whole agreement between the Parties in regard to its subject matter.
16.2 No amendment, addition to or variation or consensual cancellation or termination of this Agreement, including this clause, has effect unless in writing and signed by the Parties.
16.3 No indulgence by a Party to another Party, or failure strictly to enforce the terms of this Agreement, will be interpreted as a waiver or be capable of founding an estoppel.
16.4 The Parties undertake to do everything reasonable in their power necessary for or incidental to the effectiveness and performance of this Agreement.
16.5 Neither Party is entitled to cede or transfer any of its rights or delegate or subcontract any of its obligations under this Agreement without the prior written consent of the other Party affected by the cession, delegation, subcontracting or transfer of the relevant rights and/or obligations.
16.6 Any illegal or unenforceable provision of this Agreement may be severed, and the remaining provisions of this Agreement shall continue in force.
17. Notices and addresses
17.1. Any notice, consent, approval or other communication in connection with this Agreement (Notice) will be in writing in English.
17.2. Addresses
Each Party chooses the physical address, as set out in the Application Form
Either Party may by Notice to the other Party change its address and/or the person, if any, for whose attention any Notice must be marked in clause 17.2(1).
17.3. Effective on receipt
Any Notice takes effect when received by the recipient (or on any later date specified in the Notice) and, unless the contrary is proved, is deemed to be received:
on the day of delivery, if delivered by hand to a responsible person at the recipient’s physical address in clause 17.2. If delivery is not on a Business Day, or is after ordinary business hours (being 9am to 5pm Johannesburg time) on a Business Day, the Notice is deemed to be received on the Business Day after the date of delivery; and
on the first Business Day after the date of transmission, if sent by email to the recipient’s email address in clause 17.2.
Despite anything to the contrary in this Agreement, a Notice actually received by a Party is effective vis-à-vis that Party even though it was not sent, or delivered, or sent and delivered to its address in clause 17.2.
17.4. Service of legal process
Each Party chooses its physical address referred to in clause 17.2(1) as its address at which legal process and other documents in legal proceedings in connection with this Agreement may be served (domicilium citandi et executandi).
Any Party may by Notice to the other Party change its address at which legal process and other documents in legal proceedings in connection with this Agreement may be served to another physical address in South Africa.
18. Applicable law
This Agreement is governed by the laws of South Africa.
19. Confidentiality
19.1. Each Party shall treat as strictly confidential all information received or obtained as a result of entering into or performing its obligations under this Agreement which relates to:
the provisions of this Agreement;
the negotiations relating to this Agreement;
the subject matter of this Agreement; and/or
the other Party, (the Confidential Information).
19.2. A Party may disclose Confidential Information if and to the extent:
required by law, regulation or statute or order of court or arbitral tribunal of competent jurisdiction;
required by any securities exchange or regulatory or governmental body to which either Party is subject, wherever situated, whether or not the requirement for information has the force of law;
required to vest the full benefit of this Agreement and in either Party;
disclosed to the professional advisers, auditors and bankers of each Party;
the information has come into the public domain through no fault of that Party; and/or
the Party to whom the information relates has given prior written approval to the disclosure, provided that any Confidential Information so disclosed shall be disclosed only after notification to the Party to whom the Confidential Information relates, save where such disclosure is precluded by applicable laws.
20. Jurisdiction
The Parties unconditionally consent and submit to the non-exclusive jurisdiction of the High Court of South Africa, Gauteng Local Division, Johannesburg in regard to all matters arising from this Agreement.
21 Costs
21.1. Each Party shall pay its own costs incurred by it for the preparation, signing and performance of this Agreement.
21.2. Any costs, including all legal costs on an attorney and own client basis and VAT, incurred by a Party arising out of or in connection with a breach by the other Party shall be borne by the Party in breach.
22 Binding effect
This Agreement will become binding between the Parties upon the Client executing (and SV Capital accepting) an Application Form.
22 Binding effect
The information on the Service is provided with the understanding that the Company is not herein engaged in rendering legal, accounting, tax, or other professional advice and services. As such, it should not be used as a substitute for consultation with professional accounting, tax, legal or other competent advisers. The information contained on the Service is for general information purposes only. We are not licensed or registered as a securities broker or dealer, investment adviser or funding portal with the Financial Services Conduct Authority or any similar regulatory entity of any country.
Nothing on this website constitutes an offer or solicitation to sell, buy or subscribe to any securities in any
country or jurisdiction, and nothing in it is intended as investment advice. We strongly urge you to consider the fact that investing in start-ups, real estate, agriculture, transport projects or any other venture through
asset-backed crowdfunding involves substantial risks and may result in the loss of your investment.
In no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever arising out of or in connection with your access or use or inability to access or use the Service.
