Property Service Accommodation Joint Venture Agreement
Please read carefully before proceeding with your allocation.
Preamble
Please read this Agreement carefully before confirming your allocation. By confirming your participation in a deal listed on the NFsTay platform, you agree to be bound by the terms set out below. This Agreement governs your participation as a Partner in a specific serviced accommodation deal made available through the NFsTay platform. Each deal is project-specific and operates on a deal-by-deal basis. Your Contribution is not pooled with the contributions of Partners in other deals, and this Agreement does not constitute a token sale, a sale of cryptocurrency, a security, shares in NFsTay or Airbrick Finance, ownership of real estate, or a passive investment product. It is an active partnership tied to the operational performance of one identified property.
Section 1: Parties and Overview
This Agreement is entered into between:
(1) NFsTay Holdings FZ-LLC ("NFsTay" or "the Company"), a free zone limited liability company incorporated in the United Arab Emirates, acting as the operator of the NFsTay platform and as facilitator of partner onboarding, governance, allocation, and distribution; and
(2) The Partner, being the natural or legal person who has confirmed participation in a specific deal listed on the platform at hub.nfstay.com or any successor URL.
NFsTay and the Partner are each referred to as a "Party" and together as the "Parties".
NFsTay operates an active serviced accommodation business under the NFsTay brand, including, where appointed, through its affiliated property management company Airbrick Finance Ltd ("Airbrick"), a company incorporated in England and Wales. Airbrick is a related entity within the NFsTay group and is the default property manager for UK deals, subject to Section 8.
This Agreement applies to a single, identified deal. A separate Agreement applies to each further deal in which a Partner chooses to participate.
Section 2: Deal Details and Property Listing
The specific commercial terms of the deal are set out on the deal page on the NFsTay platform (the "Deal Page"). The Deal Page forms an integral part of this Agreement and includes, as applicable:
Property identification and location
Funding requirement and Hard Cap
Minimum and maximum Contribution per Partner
Initial deal term and any rollover or extension mechanics
Indicative use of funds
Default property manager
Fee schedule (platform, management, administrative)
Distribution frequency and method
Reserve policy
Forecast figures, if shown, identified as illustrative only
Where any term of the Deal Page conflicts with this Agreement, the Deal Page prevails for matters of commercial detail (figures, dates, fees), and this Agreement prevails for matters of legal interpretation.
Forecast or area-comparable figures shown on the Deal Page are illustrative and based on current market conditions for similar properties. They are not a forecast of Partner income, and they are not guaranteed.
Section 3: Definitions
In this Agreement:
"Agreement" means this document together with the Deal Page and any annexes.
"Allocation" means the proportional accounting interest of a Partner in the Net Income of the deal, calculated as Contribution divided by total Contributions accepted into the deal.
"Contribution" means the capital amount contributed by the Partner to the deal in accordance with Section 5.
"Deal" means the specific serviced accommodation arrangement described on the Deal Page.
"Gross Revenue" means all rental and ancillary income received in respect of the property during the deal term.
"Net Income" means Gross Revenue less rent payable to the landlord, utilities, cleaning, maintenance, platform and management fees, taxes, reserves, and other operating costs reasonably attributable to the deal.
"Partnership Unit" means an internal accounting unit used to record a Partner's Allocation. Partnership Units are not securities, not tokens, not transferable digital assets, and have no existence independent of this Agreement.
"Platform" means the NFsTay platform operated at hub.nfstay.com or any successor URL.
"Property Manager" means the entity appointed from time to time to manage the property, being Airbrick by default and subject to Section 8.
"Reserve" means amounts retained from Gross Revenue to fund deposits, contingencies, void periods, and operational continuity.
Section 4: Nature of the Partnership
The Partner is entering into an active project-specific partnership. By participating, the Partner expressly acknowledges that:
The Partner does not acquire ownership, title, or any leasehold interest in the underlying property.
The Partner does not acquire shares, equity, or any ownership interest in NFsTay, Airbrick, or any other group entity.
The Partner does not purchase any token, cryptocurrency, digital asset, or financial instrument.
The Partner's Contribution is not pooled with capital from other deals. Each deal is funded, accounted for, operated, and settled separately.
The Partner is expected to participate actively, including by exercising governance rights under Section 7.
This Agreement is not a security, a collective investment scheme, a fund, a managed investment product, or a regulated financial product, and nothing in this Agreement should be construed as such.
The Partner has decided to participate based on their own independent judgment and risk assessment, not on the basis of any solicitation, projection, marketing material, informal message, or chat communication.
The Partner's economic interest is solely a contractual right to receive a proportional share of Net Income from the specific deal, on the terms set out in this Agreement, for the duration of the deal.
Section 5: Partner Contribution and Use of Funds
The Partner agrees to contribute the amount specified by the Partner on the Deal Page (the "Contribution"), subject to acceptance by NFsTay.
NFsTay may decline a Contribution, in whole or in part, at its sole discretion, including where:
The Hard Cap for the deal has been reached;
KYC, AML, or sanctions checks are not satisfactory;
The Partner has not provided required documentation;
The Partner is resident in, or a national of, a jurisdiction where the deal cannot lawfully be offered.
If a Contribution is declined before allocation, the corresponding amount will be returned to the Partner using the same payment channel where reasonably practicable, less any costs incurred. Once a Contribution is accepted and an Allocation is recorded, the Contribution is final, locked for the deal term, and non-refundable, subject only to the express provisions of this Agreement.
The Contribution may be applied by NFsTay or the Property Manager to any purpose reasonably connected with the deal, including:
Landlord deposits, advance rent, and lease commitments
Furnishing, fit-out, and setup costs
Compliance, licensing, and onboarding costs
Operating reserves and contingencies
Working capital for the operation of the property as serviced accommodation
Reasonable administrative costs of structuring and recording the deal
NFsTay is not required to ring-fence the Contribution in a separate account, but it will maintain accurate records of Contributions and use of funds at the deal level.
Section 6: Partnership Units and Allocation
Each accepted Contribution is recorded as one or more Partnership Units, representing the Partner's proportional Allocation in the Net Income of the deal. Partnership Units are an internal accounting mechanism only.
Partnership Units:
Have no value independent of this Agreement;
Are not securities, shares, tokens, cryptocurrency, or transferable digital assets;
Cannot be sold, traded, transferred, or assigned, except as expressly permitted under Section 15;
Confer no right to the underlying property;
Confer no right to a refund or return of capital, save as expressly set out in this Agreement;
Confer governance rights only as described in Section 7.
The fact that NFsTay may use blockchain or smart-contract infrastructure to record Allocations or automate distributions does not change the nature of the Partnership Units, which remain a contractual accounting interest only. See Section 11.
Section 7: Active Partnership and Governance
This Agreement creates an active partnership. Partners are expected to engage with governance and operational matters relating to the deal.
7.1 Governance rights
Subject to the limitations below, Partners may vote on:
Replacement of the Property Manager (see Section 8);
Material operational decisions affecting the deal, where put to vote by NFsTay or the Property Manager;
Continuation, extension, or wind-down of the deal at the end of its initial term;
Material changes to the fee structure outside the schedule disclosed at the Deal Page;
Other matters NFsTay reasonably considers appropriate to put to a Partner vote.
7.2 Voting power
Voting power is proportional to a Partner's Allocation in the deal.
7.3 Voting thresholds
Unless otherwise specified on the Deal Page or in this Agreement:
Ordinary matters require a simple majority of Allocations voting (50% + 1).
Replacement of the Property Manager requires a majority of at least 60% of all Allocations entitled to vote (not just those voting).
Decisions to wind-down the deal early require at least 75% of all Allocations entitled to vote, and must, in any case, be subject to existing landlord, regulatory, and contractual obligations.
7.4 Limits on governance
Partners may not vote on:
The sale or transfer of the underlying property (which is not owned by the partnership);
Matters that would put NFsTay or the Property Manager in breach of any law, lease, regulation, license, or third-party contract;
The personal contractual rights of NFsTay under this Agreement, including its right to its fees accrued up to the date of any vote.
NFsTay may decline to put a proposal to a vote where it reasonably considers the proposal to be unlawful, abusive, frivolous, contrary to landlord obligations, or outside the scope of the deal. Where it does so, it will provide a brief reason to the proposing Partner.
7.5 Partner obligations
Each Partner agrees to:
Engage with governance proposals where reasonably possible;
Not use governance rights to harass, intimidate, or harm NFsTay, Airbrick, the landlord, guests, employees, or other Partners;
Maintain confidentiality of operational information shared in connection with the deal.
Section 8: Property Management and Replacement of Manager
8.1 Default manager
Airbrick Finance Ltd is the default Property Manager for UK deals. For deals outside the UK, the default Property Manager will be identified on the Deal Page and may be NFsTay, an affiliate, or an appointed third party.
8.2 Manager duties
The Property Manager is responsible for the day-to-day operation of the property, which may include landlord liaison, listing, pricing, guest management, cleaning, maintenance, compliance, revenue collection, and reporting. The Property Manager will perform these duties with reasonable skill and care.
8.3 Replacement by Partner vote
Partners may, by the threshold set out in Section 7.3, vote to replace the Property Manager. Where a valid vote to replace is passed:
The existing Property Manager's role will end on a reasonable transition date, taking into account landlord obligations and operational continuity;
The replacement Property Manager must be a bona fide, properly insured, lawfully operating manager that has agreed in writing to the operational and reporting standards required by NFsTay;
NFsTay continues in its role as platform operator, governance facilitator, and distribution facilitator, even where Airbrick or another affiliate is replaced as manager.
8.4 Consequences of replacement
Where Airbrick is replaced as Property Manager:
Airbrick's day-to-day management duties cease, along with its right to charge management fees from that point forward;
Airbrick will hand over reasonable operational records to facilitate continuity;
NFsTay platform fees and administrative costs continue to apply.
8.5 Third-party manager risk
Where Partners vote to appoint a third-party Property Manager:
The Partner accepts that NFsTay does not control and cannot guarantee the conduct, solvency, performance, or compliance of that third party;
NFsTay is not liable for any default, error, fraud, delay, or failure of any third-party manager appointed pursuant to a Partner vote;
NFsTay will use reasonable efforts to integrate the third-party manager into its reporting and distribution flow, but is not obliged to extend operational risk or financial cover for that manager's actions.
Section 9: Fees, Costs and Reserves
9.1 Fees
The fees applicable to the deal are set out on the Deal Page and may include:
A platform fee charged by NFsTay for operation of the platform, governance facilitation, and distribution mechanics;
A management fee charged by the Property Manager for day-to-day operations;
Administrative costs (accounting, reporting, payment processing, compliance);
Pass-through costs (utilities, cleaning, maintenance, statutory charges, taxes).
Fees are deducted from Gross Revenue before calculation of Net Income.
9.2 Reserves
NFsTay or the Property Manager may retain a reasonable Reserve from Gross Revenue to cover void periods, repairs, deposits, end-of-lease obligations, dilapidations, and other contingencies. Reserve policy is set out on the Deal Page or otherwise communicated through the Platform. Unused Reserves at the end of the deal are included in the final settlement under Section 14.
9.3 Updates
Routine adjustments to fee structures during the deal term will be communicated through the Platform. Material increases to fees outside the originally disclosed schedule will be subject to Partner vote under Section 7.
Section 10: Income, Net Income and Distributions
10.1 Calculation
Net Income is calculated at the deal level, after deduction of operating costs, fees, taxes, and Reserves under Sections 9.1 and 9.2.
10.2 Distribution
Net Income, where positive, is distributed proportionally to Partners based on their Allocation, in accordance with the frequency stated on the Deal Page (typically monthly or quarterly).
10.3 No guarantee
Distributions depend entirely on the operational performance of the deal. NFsTay does not guarantee any distribution, any specific yield, any rate of return, or the preservation of capital. There may be periods in which no Net Income is generated and no distribution is made.
10.4 Holdback
A reasonable holdback period (as stated on the Deal Page, typically 14 days from acceptance of Contribution) may apply before a Partner first becomes entitled to distributions.
10.5 Currency and method
Distributions are made in the currency and via the method stated on the Deal Page, which may include bank transfer in local currency or, where supported, transfer of stable-value digital assets (such as USDC) for accounting and operational efficiency only. The use of any such mechanism does not constitute crypto investment by the Partner — see Section 11.
10.6 Set-off
NFsTay may withhold or set off against any distribution any amount the Partner owes to NFsTay or the Property Manager under this Agreement, including under Section 18 (taxes) and Section 20 (liability).
Section 11: Technology, Blockchain Infrastructure and Payment Details
11.1 Technology as infrastructure only
NFsTay may use blockchain, smart-contract, or distributed ledger technology purely as backend infrastructure to:
Record Allocations transparently;
Automate the calculation and routing of distributions;
Provide a secure, auditable record of platform activity.
This use of technology is operational only. It is the mechanism by which the partnership is administered, not the substance of what the Partner is acquiring.
11.2 No crypto investment, no token purchase
For the avoidance of any doubt, and to address the most common Partner question on this point:
The Partner is not buying a cryptocurrency, a token, an NFT, a digital asset, or any speculative instrument.
The Partner has no economic exposure to the price movement of any cryptocurrency or digital asset.
The Allocation is a contractual accounting interest in the Net Income of one specific real-world serviced accommodation deal.
Any "share" or "unit" terminology used on the Platform refers to the Partner's proportional Allocation, not to a tradable security or digital asset.
Where stable-value tokens such as USDC are used in distribution, they function purely as a digital cash equivalent for payment efficiency, and only where the Partner has expressly opted to receive distributions in that form.
The Partner should consider their own tax position carefully, including whether their local tax authority treats stable-value distributions differently from fiat distributions, and may elect to receive distributions in fiat where supported.
11.3 Payment and wallet details
The Partner is solely responsible for:
Providing accurate bank account or wallet details for distributions;
Maintaining security of any wallet, private key, or banking credentials;
Notifying NFsTay promptly of any change in payment details.
NFsTay is not liable for losses, delays, or misdirected distributions arising from incorrect, outdated, or compromised payment details provided by the Partner. Distributions made to the payment details on file are deemed to discharge NFsTay's distribution obligation.
11.4 Payment processors and infrastructure
NFsTay relies on third-party payment processors, banks, blockchain networks, and booking platforms. NFsTay is not liable for delays, failures, fees, or losses caused by any such third-party infrastructure outside its reasonable control.
Section 12: Risk Disclosure and No Guarantee
The Partner expressly acknowledges and accepts the following risks. This list is not exhaustive.
Operational risk — actual occupancy and revenue may be materially lower than illustrative projections; the property may underperform; costs may exceed expectations.
Market risk — short-term rental demand, pricing, and regulation are sensitive to economic, seasonal, and policy conditions.
Regulatory risk — local rules on short-term rentals, licensing, taxation, and platform listings may change and may affect the deal materially or render it commercially unviable.
Landlord risk — see Section 13.
Third-party risk — booking platforms, payment processors, cleaning and maintenance contractors, and other suppliers may fail, delay, or err.
Liquidity risk — the Partner's Contribution is locked for the deal term; there is no guaranteed exit and no secondary market.
Total loss risk — the Partner may lose some or all of the Contribution. The Partner has independently determined that they can bear this loss.
Technology risk — software, platform, and network errors may occur and may affect record-keeping or distribution timing.
Force majeure — see Section 21.
NFsTay does not guarantee any return, any yield, any rate of distribution, the preservation of capital, the continuation of the deal, or the availability of any future deal.
Section 13: Landlord, Lease and Third-Party Risk
The deal is, by its nature, a Rent-to-Rent / serviced accommodation arrangement. The underlying property is owned by a third-party landlord, not by NFsTay, Airbrick, or the partnership.
The Partner acknowledges that:
The landlord may breach, terminate, or refuse to renew the lease for reasons outside NFsTay's reasonable control;
A landlord's mortgage lender, insurer, or local authority may impose restrictions affecting use of the property;
A landlord may sell the property or change its use;
Disputes with the landlord may result in early termination of the deal;
Statutory or regulatory action may restrict or prevent serviced accommodation use of the property.
NFsTay will use reasonable efforts to manage the landlord relationship professionally and to mitigate landlord-related risk, but is not liable for landlord conduct or for any consequence of a landlord-driven termination.
If the deal is terminated due to landlord-driven events, Section 14.4 applies to final settlement.
Section 14: Term, Extension, Rollover and Termination
14.1 Term
The deal term begins on the date Allocations are recorded for the deal and ends on the expiry of the underlying lease, subject to extension or rollover.
14.2 Extension and rollover
Where the underlying lease is renewed, extended, or rolled over with the landlord's agreement, the Partner's Allocation continues for the extended term on the same economic basis, unless materially different terms are notified to Partners and approved under Section 7.
14.3 Termination events
The deal may end due to:
Expiry of the lease without renewal;
Landlord termination, breach, or sale;
Regulatory or licensing changes affecting the property's use;
A determination by NFsTay, acting reasonably, that the deal is no longer commercially viable;
A Partner vote to wind down the deal, subject to Section 7.3 and existing obligations;
Insolvency events as set out in Section 14.5.
14.4 Final settlement
On termination of the deal, NFsTay will, within a reasonable period:
Calculate final Net Income;
Settle outstanding obligations (landlord exit costs, dilapidations, contractor invoices, statutory amounts, fees);
Release any unused Reserve to Net Income;
Distribute the remaining Net Income, if any, to Partners proportionally to their Allocation.
A final statement will be issued through the Platform. Distribution of the final settlement amount discharges NFsTay's obligations to the Partner in respect of the deal.
14.5 Insolvency / dissolution
If NFsTay becomes insolvent or is dissolved before final distribution, the assets attributable to the deal that remain legally available, after creditors of the deal, will be distributed pro rata among Partners in proportion to their Allocation. Partners rank with general unsecured creditors of NFsTay save where applicable law provides otherwise.
14.6 NFsTay's right to terminate the Partner's participation
NFsTay may terminate a Partner's participation in a deal where the Partner:
Provides false or misleading KYC information;
Becomes subject to sanctions or appears on a relevant watchlist;
Engages in fraud, money laundering, or other unlawful conduct;
Materially breaches this Agreement and fails to cure within 14 days of written notice (where curable).
In such cases, NFsTay may freeze distributions, return the remaining net Allocation balance (where lawful and practicable), and refer the matter to relevant authorities. Termination under this clause does not relieve the Partner of accrued liabilities.
Section 15: Exit, Refunds and Transfers
15.1 No refunds
Once accepted, Contributions are non-refundable except as expressly provided in this Agreement (e.g. Sections 5, 14.4, 14.5).
15.2 Lock-up
Allocations are locked for the deal term. There is no guaranteed exit before termination.
15.3 Transfers
Allocations are not freely transferable. A Partner may request to transfer their Allocation to another verified Partner or qualifying party only with the prior written consent of NFsTay, which may be withheld at NFsTay's reasonable discretion (including for KYC, sanctions, regulatory, or commercial reasons). Any approved transfer is subject to:
Full KYC/AML compliance by the transferee;
Execution of this Agreement (or an equivalent assumption document) by the transferee;
Payment of any reasonable administrative fee.
15.4 No secondary market
NFsTay does not operate a secondary market for Allocations. The Partner acknowledges that no liquid market exists or is intended to exist.
Section 16: Partner Representations and Warranties
The Partner represents and warrants, on the date of this Agreement and on each date a Contribution is made, that:
The Partner has the legal capacity and authority to enter into this Agreement, and where the Partner is an entity, the Agreement has been duly authorised.
The Partner is not resident in, or a national of, any jurisdiction in which participation in the deal would be unlawful or would require NFsTay to be authorised, registered, or licensed and is not so authorised or licensed.
The Partner is not on any sanctions list and is not acting on behalf of any sanctioned person.
The Contribution is from lawful sources and is not the proceeds of any unlawful activity.
The Partner has read and understood this Agreement and the Risk Disclosure in Section 12, and is participating with full awareness that some or all of the Contribution may be lost.
The Partner has made an independent decision to participate, has not relied on any informal communication, projection, marketing material, WhatsApp or chat message, video, social media post, or oral statement, and has had the opportunity to seek independent legal, tax, and financial advice.
The Partner acknowledges that this is an active partnership and not a passive investment, security, collective investment scheme, fund, token sale, or crypto investment.
The Partner is participating for their own account and not as nominee, agent, or trustee for any undisclosed third party, save where disclosed and accepted by NFsTay.
The Partner accepts that returns, if any, depend solely on the operational performance of the specific deal.
The Partner will engage with governance and KYC obligations as reasonably required.
Section 17: Company Representations and Warranties
NFsTay represents and warrants that:
NFsTay is duly incorporated and validly existing under the laws of the United Arab Emirates.
NFsTay has the corporate authority to enter into and perform this Agreement.
NFsTay will operate the platform, facilitate governance, and administer distributions with reasonable skill and care.
Where NFsTay or Airbrick acts as Property Manager, the Property Manager will perform its duties with reasonable skill and care and in accordance with applicable law.
NFsTay has implemented reasonable systems for KYC, AML, and record-keeping appropriate to its operations.
Information provided by NFsTay on the Platform is, to the best of its knowledge at the time of publication, accurate in all material respects, save that forecast and illustrative figures are not guarantees and are subject to the risks set out in Section 12.
NFsTay gives no other representations or warranties, express or implied. All implied terms, conditions, and warranties (including as to merchantability, fitness for purpose, or expected return) are excluded to the fullest extent permitted by law.
Section 18: Taxes, Reporting and Indemnity
18.1 Partner responsibility
The Partner is solely responsible for determining and meeting any tax obligations arising from their Contribution, Allocation, distributions, or any disposal of Allocation, in any jurisdiction. This includes, without limitation, income tax, capital gains tax, VAT, withholding tax, and any local equivalent.
18.2 No advice
NFsTay does not provide tax advice. Tax treatment varies by jurisdiction and personal circumstances. Partners are urged to seek independent tax advice.
18.3 No withholding by default
NFsTay does not by default withhold taxes from distributions. Where withholding is required by law in any jurisdiction, NFsTay may deduct the required amount and remit it to the relevant authority, in which case the Partner's distribution is reduced accordingly and NFsTay's obligation is fully discharged.
18.4 Reporting
NFsTay may be required to share Partner information with tax, regulatory, or law enforcement authorities. The Partner agrees to provide accurate information to enable any such reporting.
18.5 Indemnity
The Partner agrees to indemnify and hold harmless NFsTay, Airbrick, their respective directors, officers, employees, affiliates, and agents against all claims, losses, taxes, penalties, fines, and reasonable costs (including reasonable legal fees) arising from:
Any breach by the Partner of this Agreement;
Any inaccuracy in the Partner's representations or warranties;
Any failure by the Partner to comply with applicable laws (including tax and AML laws);
Any third-party claim arising from the Partner's misuse of the Platform or governance rights.
Section 19: KYC, AML and Compliance
19.1 Verification
The Partner must complete identity verification ("KYC") and any additional checks NFsTay reasonably requires, including source-of-funds, source-of-wealth, sanctions, and PEP screening. NFsTay may use third-party verification providers.
19.2 Ongoing obligations
The Partner agrees to:
Provide accurate, complete, and current information;
Promptly update NFsTay of any change in identity, residence, control, beneficial ownership, or sanctions status;
Cooperate with reasonable additional checks during the deal term.
19.3 Refusal and termination
NFsTay may decline a Contribution, freeze distributions, or terminate the Partner's participation where KYC or AML requirements are not satisfied, where the Partner becomes sanctioned, or where NFsTay reasonably suspects unlawful activity. In such cases, return of any remaining net Allocation balance is subject to applicable law.
19.4 Reporting obligations
NFsTay may report suspicious activity to relevant authorities without notice to the Partner where required by law.
Section 20: Limitation of Liability
20.1 Excluded losses
Subject to Section 20.4, NFsTay (and its directors, officers, employees, affiliates, and agents, including Airbrick where acting as Property Manager) shall not be liable to the Partner for:
Loss of profit, anticipated profit, business, opportunity, goodwill, or anticipated returns;
Indirect, consequential, special, exemplary, or punitive losses;
Loss arising from market conditions, occupancy fluctuation, demand changes, or pricing;
Loss arising from regulatory, licensing, or tax changes;
Loss arising from landlord conduct, lease termination, or third-party manager conduct (including managers appointed by Partner vote);
Loss arising from third-party suppliers, payment processors, banks, booking platforms, or blockchain networks;
Loss arising from the Partner's incorrect or compromised payment details;
Loss arising from delays or interruptions caused by force majeure (Section 21);
Loss arising from the Partner's reliance on informal communications, marketing, or projections.
20.2 Cap on liability
To the fullest extent permitted by law, the aggregate liability of NFsTay (together with all its affiliates, directors, officers, employees, and agents) to the Partner under or in connection with this Agreement, in contract, tort (including negligence), under statute, or otherwise, is limited to the amount of the Partner's Contribution to the deal in respect of which the claim arises, less any distributions already received by the Partner in respect of that deal.
20.3 Allocation of risk
The Partner acknowledges that the limitations and exclusions in this Section reflect a fair allocation of risk between the Parties given the nature of the deal, the fees charged, and the Partner's right to make an independent decision under Section 16.
20.4 Carve-outs
Nothing in this Agreement excludes or limits liability for:
Fraud or fraudulent misrepresentation;
Wilful misconduct or deliberate breach;
Death or personal injury caused by negligence;
Any other liability that cannot lawfully be excluded or limited under applicable law.
Section 21: Force Majeure
Neither Party is liable for any delay or failure to perform any obligation under this Agreement (other than payment obligations already accrued) where such delay or failure results from causes outside its reasonable control, including without limitation: acts of God, natural disaster, fire, flood, earthquake, pandemic, epidemic, war, terrorism, civil unrest, government action, sanctions, lockdowns, strikes, supplier failure, internet, blockchain or platform outages, cyberattacks, or other events of force majeure.
The affected Party will notify the other Party of the force majeure event and use reasonable efforts to mitigate it. If the event continues for a sustained period and prevents performance of the deal, NFsTay may, acting reasonably, terminate or restructure the deal in accordance with Section 14.
Section 22: No Advice and No Reliance
NFsTay does not provide investment, legal, tax, or financial advice. Anything published on the Platform, in marketing materials, in chat groups, on social media, or in informal communications is for general information only.
The Partner expressly acknowledges that they have not relied on:
Any forecast, projection, illustrative figure, or area-comparable data shown on the Platform;
Any statement made in WhatsApp, Telegram, or any other chat or social channel;
Any oral statement, video, podcast, webinar, or testimonial;
Any historical performance figures of other deals.
The Partner has independently evaluated the deal and accepted the risks. Nothing said outside this Agreement modifies it.
Section 23: Assignment, Restructuring and Successors
23.1 Partner
The Partner may not assign, transfer, charge, or otherwise dispose of any rights or obligations under this Agreement except in accordance with Section 15.
23.2 NFsTay
NFsTay may, on reasonable notice through the Platform, assign, transfer, novate, or restructure its rights and obligations under this Agreement to:
Any affiliate within the NFsTay group;
Any successor entity following corporate reorganisation, merger, or sale;
Any acquirer of all or substantially all of the relevant business or assets,
provided that the assignee assumes NFsTay's obligations under this Agreement. The Partner consents in advance to any such assignment, transfer, novation, or restructuring.
23.3 Group restructuring
NFsTay may restructure the relationship between NFsTay Holdings FZ-LLC, Airbrick Finance Ltd, and other group entities (including by introducing a new platform entity or new property management company) provided the Partner's economic position in any active deal is not materially adversely affected.
Section 24: Amendments and Platform Updates
24.1 Amendments by NFsTay
NFsTay may make amendments to this Agreement that are:
Required by law, regulation, or court order;
Necessary to correct errors, ambiguities, or inconsistencies;
Reasonable updates to operational, technology, or compliance terms;
Beneficial to the Partner or commercially neutral.
NFsTay will notify Partners of such amendments through the Platform.
24.2 Material changes
Material changes to economic terms of an active deal — including the fee schedule outside the originally disclosed range, the deal term, or the basis of distribution — require Partner approval under Section 7.
24.3 New deals
The version of this Agreement in force at the time a Partner accepts a new deal applies to that new deal. Earlier deals continue under the version in force at the time of their acceptance, subject to permitted amendments.
24.4 Continued participation
Continued participation in the Platform after notification of a permitted amendment constitutes acceptance of that amendment.
Section 25: Notices and Communications
25.1 Method
All notices and communications between the Parties may be made electronically, including via the Platform, email, or other digital channel reasonably maintained by NFsTay for this purpose.
25.2 Effective date
A notice is deemed received:
If sent through the Platform, when posted to the Partner's account;
If sent by email, on the day of transmission to the email address on file (or, if sent after 6pm UAE time or on a non-business day, on the next business day).
25.3 Partner contact details
The Partner must keep their contact details current. NFsTay is not liable for failure of any notice resulting from outdated contact details.
25.4 Disputes
Any dispute notice must be sent to NFsTay in writing, with reasonable detail of the issue, within 30 days of the Partner becoming aware of the relevant facts, before any formal dispute resolution step under Section 26.
Section 26: Governing Law and Dispute Resolution
26.1 Governing law
This Agreement, and any non-contractual obligations arising out of or in connection with it, are governed by the laws of the United Arab Emirates, as applied in the Emirate of Ajman.
26.2 Good faith resolution
The Parties will first seek to resolve any dispute amicably through written communication and good-faith discussion for a period of at least 30 days from the date of the dispute notice under Section 25.4.
26.3 Arbitration
If the dispute is not resolved within 30 days, it shall be finally resolved by arbitration administered by the International Chamber of Commerce (ICC) under the ICC Rules of Arbitration in force at the time of the request for arbitration.
Seat of arbitration: Dubai, United Arab Emirates, unless the Parties agree otherwise in writing.
Number of arbitrators: One, unless the value in dispute exceeds USD 1,000,000, in which case three.
Language: English.
Confidentiality: The arbitration, the award, and any documents disclosed in connection with the arbitration are confidential, save where disclosure is required by law or to enforce the award.
26.4 Award
The arbitral award is final and binding on the Parties. Judgment on the award may be entered in any court of competent jurisdiction.
26.5 Costs
Each Party bears its own costs unless the tribunal determines otherwise. The tribunal may award costs (including reasonable legal fees) against the non-prevailing Party.
26.6 Interim relief
Nothing in this Section prevents either Party from seeking urgent injunctive or interim relief from any court of competent jurisdiction where necessary to protect its rights.
26.7 No class actions
Each dispute is to be resolved on an individual basis. The Partner agrees not to participate in any class, collective, or representative action against NFsTay.
Section 27: Entire Agreement, Severability and Survival
27.1 Entire agreement
This Agreement, together with the Deal Page and any annex referenced on the Platform, constitutes the entire agreement between the Parties in respect of the deal and supersedes all prior agreements, understandings, statements, and representations.
27.2 Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any jurisdiction, that provision will be deemed modified to the minimum extent necessary to make it valid and enforceable, or, if not possible, severed. The remaining provisions remain in full force.
27.3 Survival
Provisions that by their nature are intended to survive termination — including Sections 12 (Risk), 18 (Taxes & Indemnity), 20 (Liability), 22 (No Reliance), 26 (Governing Law and Disputes), and 27 — survive termination of this Agreement.
27.4 No waiver
Failure or delay by NFsTay to enforce any right under this Agreement does not constitute a waiver of that right.
27.5 Language
This Agreement is drafted in English. Translations are provided for convenience only; in case of discrepancy, the English version prevails.
27.6 Counterparts and electronic execution
This Agreement may be executed electronically, including by clickwrap acceptance through the Platform, and such acceptance has the same legal effect as a signed paper agreement.
Section 28: Digital Signature
By confirming participation through the Platform, the Partner acknowledges that they have read, understood, and accepted this Agreement, and that they wish to be bound by its terms.
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