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Legal disclaimer

  1. INTRODUCTION
    1.1. This Legal Disclaimer (“Disclaimer”) applies to all materials and communications (hereinafter “Materials”) issued or provided by Cudlipp & Partners LTD (“Cudlipp & Partners,” “we,” “us,” or “our”). Cudlipp & Partners LTD is a UK-based entity focused on providing information regarding property and asset-backed investment opportunities.
    1.2. By accessing our website (www.cudlippandpartners.com), reading or receiving our Materials, or engaging with our Services in any other manner, you accept and agree to be bound by the terms of this Disclaimer. If you do not agree with these terms, you must cease using our website and not rely on any Materials provided by us.
    1.3. Nothing in this Disclaimer shall limit or exclude liability to the extent that such limitation or exclusion is prohibited by applicable law. If any part of this Disclaimer is deemed unenforceable, the remainder of the Disclaimer shall remain in effect to the fullest extent permissible under relevant law.

  2. REGULATORY STATUS
    2.1. Cudlipp & Partners LTD is NOT an entity that is authorised or regulated by the Financial Conduct Authority (“FCA”). Consequently, the investment opportunities referenced in any Materials we distribute are not subject to the oversight of the FCA or any other regulatory body.
    2.2. Investors should be aware that, because Cudlipp & Partners LTD is not regulated by the FCA, neither the Financial Ombudsman Service nor the Financial Services Compensation Scheme is available to address or compensate for any losses resulting from investments made in reliance on the information we provide.

  3. LIMITED INTENDED RECIPIENTS
    3.1. The Materials, including but not limited to promotions or “invitations to invest,” are directed solely at recipients who are:
    a) Certified high net worth individuals or associations thereof;
    b) Certified or self-certified sophisticated investors or associations thereof;
    c) Investment professionals;
    d) High net worth companies or unincorporated associations,
    each within the meaning of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“FPO”) and any related amendments.
    3.2. Persons who do not fall within the categories listed in Section 3.1 above should neither rely on nor act upon the Materials. Any application or attempt to invest from non-eligible persons may be declined without explanation.
    3.3. As required by law, we may set out specific definitions or criteria for each of these categories within an accompanying Information Memorandum or other documentation. Recipients are responsible for ensuring they meet the relevant eligibility criteria before acting on any information provided by us.

  4. EXEMPTION UNDER THE FSMA 2000
    4.1. Pursuant to Section 21 of the Financial Services and Markets Act 2000 (“FSMA”) and relevant provisions contained in the FPO, communications relating to investment opportunities by Cudlipp & Partners LTD are exempt from the general restriction on the communication of financial promotions, solely on the basis that such communications are directed to Eligible Recipients.
    4.2. This means that the Materials have not been approved by an authorised person under FSMA, and individuals or entities who are not Eligible Recipients should not rely on or act upon any invitation to engage in an investment activity contained in these Materials.

  5. NO OFFER OR ADVICE
    5.1. The information presented in our Materials (which may include brochures, presentations, marketing campaigns, and website content) does not constitute investment advice, legal advice, or an offer to invest. Nothing in these Materials should be interpreted as a firm offer of securities or any other form of regulated instrument.
    5.2. Before making any investment decision, you should carefully review the content of the Information Memorandum or any other detailed offering documentation provided to you. The Materials often present only a summary or snapshot of the risks, returns, and structures of proposed investments.

  6. RISK WARNINGS AND CAPITAL AT RISK
    6.1. All investments of the nature described in our Materials carry a degree of risk. Any capital invested may be at risk, and there is always a possibility that you may lose some or all of your initial investment.
    6.2. Past performance is not a reliable indicator of future results. The value of, or income from, any securities or investments mentioned in our Materials can fall as well as rise.
    6.3. Some property- and asset-backed investments may involve high levels of illiquidity. Investors might find it difficult to exit their position or liquidate their investment promptly, and early withdrawals may not be possible or may incur penalties.
    6.4. Cudlipp & Partners LTD makes no warranty or representation regarding the success, profitability, or predictability of any particular investment strategy. You should carefully assess your own financial situation, investment objectives, and risk tolerance before relying on the information we provide.

  7. PROFESSIONAL ADVICE RECOMMENDATION
    7.1. Cudlipp & Partners LTD strongly recommends that prospective investors obtain independent advice from a qualified financial adviser or other professionals who specialise in unquoted securities, property investments, or similar alternative investments.
    7.2. Tax treatment of investments can vary significantly depending on individual circumstances and may be subject to change. Always consult your own tax or legal adviser regarding your specific situation.

  8. CONFIDENTIAL AND PROPRIETARY INFORMATION
    8.1. The Materials we distribute may include sensitive or confidential insights into our investment projects. Except where expressly stated, all Materials provided by us are deemed confidential and should not be shared with third parties who are not within the intended pool of Eligible Recipients.
    8.2. Where we provide images, statistics, projections, or analyses specific to property investments, you acknowledge that we may rely on third-party data as well as proprietary research. While we strive for accuracy, such data may not be independently verified and may be subject to errors, omissions, or change over time.

  9. FORWARD-LOOKING STATEMENTS
    9.1. Our Materials may occasionally contain “forward-looking statements,” including projections, estimates, or predictions concerning future financial or market performance. Such forward-looking statements inherently involve risks, uncertainties, and assumptions beyond our control.
    9.2. Actual outcomes may differ materially from those forecasted in forward-looking statements. We disclaim any obligation to update or revise any forward-looking statements in light of new information, future events, or otherwise, unless required by law.

  10. NO LIABILITY FOR THIRD-PARTY CONTENT
    10.1. Our website or promotional Materials may occasionally link to, or quote, external providers of market data, financial indices, or analysis. We have no control over the content, policies, or actions of any third-party websites, and we assume no responsibility for the reliability or accuracy of the information they provide.
    10.2. Links to third-party websites, or references to third-party reports, do not constitute an endorsement by Cudlipp & Partners LTD. You are encouraged to review the individual terms and conditions and disclaimers of any third-party resource prior to relying on their content.

  11. COMPLIANCE WITH LAWS AND REGULATIONS
    11.1. The distribution of Materials and the sale of investment products described therein may be restricted by law in certain jurisdictions. Accordingly, it is your responsibility to inform yourself of and observe all applicable laws and regulations in the country where you reside or conduct business.
    11.2. Nothing in our Materials should be construed as a solicitation or invitation to invest in any jurisdiction where such an offer would be unlawful or contravene local laws and regulations.

  12. FSCS AND OMBUDSMAN EXCLUSIONS
    12.1. Since Cudlipp & Partners LTD is not an FCA-authorised firm, investments referenced in our Materials (including underlying securities or property interests) are generally NOT covered by the UK Financial Services Compensation Scheme (“FSCS”).
    12.2. Nor do investors typically have recourse to the Financial Ombudsman Service for addressing complaints. Your primary remedies, if any, would be based on contractual agreements or general legal principles.

  13. INTELLECTUAL PROPERTY RIGHTS
    13.1. Unless otherwise indicated, all intellectual property rights (including copyrights, trademarks, and database rights) in the Materials and on our website are owned by or licensed to Cudlipp & Partners LTD. Such rights are protected by UK and international intellectual property laws, and all rights are reserved.
    13.2. You may not modify, reproduce, distribute, or otherwise use any Materials without our prior written consent, except as may be required to review them for the purposes for which they were provided to you (i.e., to evaluate a potential investment).

  14. LIABILITY LIMITATION
    14.1. To the maximum extent permitted by law, neither Cudlipp & Partners LTD nor its directors, officers, employees, or agents shall be liable for any direct, indirect, special, punitive, incidental, or consequential damages (including loss of profits, business interruption, or reputational harm) arising out of or in connection with any reliance placed on the Materials.
    14.2. We expressly exclude liability for any inaccuracies, omissions, or misstatements in the Materials to the fullest extent permitted by applicable law. Nothing in this Disclaimer shall exclude liability for death or personal injury resulting from negligence or for fraud or fraudulent misrepresentation.

  15. UPDATES AND REVISIONS
    15.1. We reserve the right to amend, supplement, or replace this Disclaimer at any time without providing individual notice. Revised versions will be effective immediately upon publication on our website or upon being otherwise provided to you.
    15.2. It is your responsibility to review the most current version of this Disclaimer prior to relying on or acting upon any information we provide. By continuing to use or act upon our Materials following any changes, you will be deemed to have accepted the updated terms.

  16. INFORMATION MEMORANDUM AND ADDITIONAL DOCUMENTS
    16.1. This Disclaimer is intended to be read alongside and in conjunction with any Information Memorandum or other offering documents produced by Cudlipp & Partners LTD in relation to a specific investment opportunity. Where conflicts arise between this Disclaimer and any specific cautionary statements in an Information Memorandum, the more specific statements within the Information Memorandum should prevail.
    16.2. Prospective investors should thoroughly review all available documentation, conduct their own due diligence, and seek professional advice before committing funds to any unregulated, high-risk investment.

  17. GOVERNING LAW AND JURISDICTION
    17.1. This Disclaimer, and any non-contractual obligations arising from or in connection with it, shall be governed by and construed in accordance with the laws of England and Wales.
    17.2. The courts of England and Wales shall have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with this Disclaimer, subject to any rights you might have as a customer to bring or defend proceedings in your domicile jurisdiction under applicable law.

  18. CONTACT INFORMATION
    18.1. If you have any questions or concerns about this Disclaimer or any aspect of our Materials, please contact us at:
    • Cudlipp & Partners LTD
    • Registered Address: 6 Elaine Court, Haverstock Hill, London NW3 4RT, UK
    • Email: info@cudlippandpartners.com
    • Telephone: 020 4572 4067

  19. YOUR ACKNOWLEDGEMENT
    19.1. By continuing to use our website, reading our Materials, or engaging with Cudlipp & Partners LTD in any capacity relating to investment opportunities, you acknowledge that you have read, understood, and accepted this Disclaimer in its entirety.
    19.2. You further acknowledge that you are an Eligible Recipient if you act upon investment details, having satisfied yourself that you meet the requirements set out under the Financial Promotion Order, and that you understand the associated risks, including the possibility of losing your entire investment.

  20. FINAL STATEMENT
    20.1. Cudlipp & Partners LTD is committed to operating with transparency and integrity in the unregulated alternative investment sector. However, because we are not under the purview of the FCA, your reliance on our Materials is entirely at your own risk.
    20.2. We emphasise that investing in unquoted debt, property- or asset-backed instruments, and other similar offerings can be complex and is not suitable for all investors. You are advised to seek professional guidance if you are uncertain whether these opportunities align with your investment objectives and risk appetite.

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Thank you for reviewing this Legal Disclaimer. Your trust is paramount to us, and we encourage you to exercise due diligence at all times. If you have any further questions about our status or the contents of this Disclaimer, please contact Cudlipp & Partners LTD directly.

SOPHISTICATED INVESTOR AND/OR HIGH NET WORTH INVESTOR STATEMENT

I make this statement so that I can receive promotional communications which are exempt from the restriction on the promotion of non-mainstream pooled investments. The exemption relates to self-certified sophisticated investors and certified high net worth investors. I declare that I qualify as such because at least one of the following applies to me:

Sophisticated Investor

I qualify as a Sophisticated Investor because at least one of the following applies to me:

  1. I am a member of a network or syndicate of business angels and have been so for at least the last six months prior to the date below.
  2. I have made more than one investment in an unlisted company in the two years prior to the date below.
  3. I am working, or have worked in the two years prior to the date below, in a professional capacity in the private equity sector or in the provision of finance for small and medium enterprises.
  4. I am currently, or have been in the two years prior to the date below, a director of a company with an annual turnover of at least £1 million.

High Net Worth Investor

I qualify as a High Net Worth Investor because at least one of the following applies to me:

  1. I had, throughout the financial year immediately preceding the date below, an annual income to the value of £100,000 or more. Annual income for these purposes does not include money withdrawn from my pension savings (except where the withdrawals are used directly for income in retirement).
  2. I held, throughout the financial year immediately preceding the date below, net assets to the value of £250,000 or more. Net assets for these purposes do not include:
    • (a) the property which is my primary residence or any money raised through a loan secured on that property; or
    • (b) any rights of mine under a qualifying contract of insurance; or
    • (c) any benefits (in the form of pensions or otherwise) which are payable on the termination of my service or on my death or retirement and to which I am (or my dependants are), or may be, entitled; or
    • (d) any withdrawals from my pension savings (except where the withdrawals are used directly for income in retirement).

I accept that the investments to which the promotions will relate may expose me to a significant risk of losing all of the money or other property invested. I am aware that it is open to me to seek advice from an authorised person who specialises in advising on non-mainstream pooled investments.