GENERAL TERMS AND CONDITIONS

INTRODUCTION

The Investment Fund is a film investment and production company committed to supporting the growth of the Film Industry in Nigeria.

The Investment Fund has approached the Token Holder for funds to produce a slate of up to 6 feature films (hereinafter referred to as “the Films”), which will commence commercial exploitation from 2024/2025.

The Token Holder has agreed to contribute to a pool of funds in form of tokens (hereinafter referred to as “the investment”), that will be invested in the production of the Films and the Investment Fund is willing to accept the Token Holder’s investment.  

DEFINITIONS AND INTERPRETATION

“Administration fee” means a 5% non-refundable upfront fee charged by the Investment Fund on the total token value 

“Account” means the corporate bank account into which the Investor shall pay the Investment Amount;

“Ancillary Costs” includes distribution cost, legal, international agency fees, talent back-end and other cost reasonably incurred by the Investment Fund in relation to the production and marketing of the Films which are not included in the Production Budget;

“Backend Fee” means 30% charged on the return on investment after maturity, ensuring a fair return for both the investor and CFP;

“Distributable Profit” means the net profit less 30% attributable to productions.

 “Investment Amount” means the amount invested into the Films by the Investor.

 “Investment Deck” means the investment estimates and projections in respect of the Films shared with the Investor;

“Minimum Token Purchase” means a minimum of 5 tokens valued at N100,000 (One Hundred Thousand Naira) per token.

 “Net Profit” means the total revenue from the Films less the Production Cost and Ancillary Costs;

 “Production Budget” means estimated cost of producing the Films.

 “Production Cost” means the total actual cost spent towards the production of the Films, asides the Ancillary Costs;

“Token” means an investment valued at N100,000 (One Hundred Thousand Naira) each.

THE INVESTMENT

  1. The Token Holder agrees to purchase tokens valued at N100,000 (One Hundred Thousand Naira) per token, as an equity contribution in the production of the Films.

  2. The Token Holder agrees to pay the Administration fee on investment amount as a one-off charge for the administration of the fund. 

  3. The Token Holder shall pay to the Investment Fund, the Investment Amount and the Administration Fee via a link on the Investment Fund website 

  4.  The Investment Amount shall be paid by electronic funds transfer, in freely transferable readily available funds and free of fund transfer costs, tax and other deductions or withholdings of any nature.

  5.  The Investment Amount received by the Investment Fund from the Token Holder and other Token Holders will be strictly applied towards the Films. 

PURPOSE OF THE INVESTMENT

  1. The Investment Fund shall apply the Investment Amount along with the financing to be raised from other Token Holders solely in connection with the production of the Films and in funding the Production Budget and the Ancillary Costs.

     

  2. The Token Holder acknowledges and understands that the Investment Fund has entered into and shall enter into separate investment agreements with other Token Holders to raise funds for financing the Production Budget and the Ancillary Costs.

  3.  In line with clause 3.2 above, it is acknowledged and understood by the Token Holder that the Token Holder’s rights shall rank pari passu with the rights of the other Token Holders.

  4.  The Token Holder also understands and accepts the following that, in the event it becomes necessary to meet any shortfall in the cost of financing the Films, the Investment Fund may be required to raise funds through additional Token Holders.

COMMENCEMENT AND DURATION OF INVESTMENT

  1. The commencement of the investment shall occur on the date of execution of an Agreement by the Parties.” 

  2. The duration of the investment shall be for a period of 24 months and may be extended by the mutual agreement of both parties.

  3.  Any extension of the duration of the Investment shall be communicated in writing after mutual agreement has been reached by both parties.

RETURN ON INVESTMENT

  1.  Upon completion of this project, the Token Holders shall be entitled to a profit-sharing formula based on their contribution to the overall movie slate.

  2. The Distributable Profit shall only be distributed by the Investment Fund after the Investment Amount has been returned in full to the Token Holder. Save for Ancillary Costs, the Investment Fund shall be obligated to make a refund of the Investment Amount in full before further payouts or distributions are made from the proceeds of the Films. 

  3. The Token Holder shall recoup its investment pari passu with other investments in the Films after the project has been fully funded and all production expenses have been met.

  4. The basis for calculating payments for return on investment (ROI) shall be Naira. However, all payments made by the Investment Fund shall be in either US Dollars or Naira and in immediately available cleared funds to the Token Holder at its designated bank account. 

  5. Investment cycle & projected returns are not guaranteed. The invested funds are included in the CFP investment pool and updates will be given as part of the communication plan.

TOKEN HOLDER/ INVESTOR’S WARRANTIES

The Token Holder undertakes, represents and warrants to the Investment Fund as follows:

  1.  That Token Holder has the legal capacity, complete authority and power to enter into this Agreement.

     

  2.  That the Token Holder acknowledges receipt of the Investment Deck relating to the investment in the Films and has reviewed and understood the contents thereof.

     

  3.  That the Token Holder shall not invest in the Films, any monetary contributions which may be reasonably believed to be or form part of an immoral, questionable, criminal, or illegal activity.

     

  4.  That the Token Holder has such knowledge, expertise and experience in financial, investment and business matters as to make it capable of evaluating the merits and risks of its investment in the Films.

     

  5.  Without prejudice to the Token Holder’s right to seek clarification on the Films and its investment, it has had the opportunity to-
           a.     ask questions and receive answers concerning investing in the Films and the terms and conditions thereto from authorised representatives of the Investment Fund and
           b. obtain such additional information as he considers necessary to appropriately evaluate an investment in the Films;

     

  6.  That to the extent the Token Holder considers same necessary, the Token Holder has obtained independent legal and tax advice, in connection with its investment in the Films;

     

  7. That the Token Holder shall not be deemed as acquiring any shares, membership units, or other ownership interest in Investment Fund as an entity, except by separate agreement executed by Token Holder and Investment Fund’s authorized signatory.

     

  8. The tokens are not securities and have not been registered under the Investment and Securities Act, as such the tokens can neither be traded nor transferred.

     

  9. That the representations, warranties, agreements, and indemnification obligations of the Token Holder shall remain true and valid as at the time of accepting these terms and conditions.

INVESTMENT FUND’S WARRANTIES

Provided that the Token Holder’s subscription is accepted in accordance with the terms and conditions, the Investment Fund undertakes, represents and warrants to the Token Holder as follows:

  1.  That certificate representing the investment of the Token Holder shall be issued to the Token Holder;

  2.  That the Token Holder’s name is entered into the register of Token Holders to the Films, to be maintained by the Investment Fund in connection with the Films;

  3.  That the Token Holder shall receive quarterly updates on the progress of the Films, including an update on the Film’s financial performance.

  4.  That the Investment Fund covenants that it shall not receive any monetary contributions or investment from any Token Holder, where such investment may be reasonably believed to be or form part of an immoral, questionable, criminal, or illegal activity to the knowledge of the Investment Fund. 

  5.  That the Investment Fund has not breached any law or regulation; breach of which has had or is reasonably likely to have a material adverse effect. 

  6. That the Investment Fund represents and warrants that it has not, to the best of its knowledge, received any monetary contributions or investments which is the subject of or may be reasonably adjudged to be the subject of a criminal activity, indictment, investigation, proceedings (whether civil or criminal) or emanating from a person of questionable character.

  7. That the representations, warranties, agreements and indemnification obligations of the Investment Fund shall remain true and valid at the time of execution of the Agreement.

INDEMNITY

  1. The Token Holder understands that a misrepresentation or breach of any warranty or agreement made by it could subject the Films to significant damages and expenses; and accordingly, it agrees to indemnify the Investment Fund from and against any loss, liability, damage, cost or expense (including legal fees and expenses in the defense or settlement of any demands, claims, or lawsuits) incurred as a result of the Token Holder’s misrepresentation or breach of any representation or warranty. 

  2. The Investment Fund understands that a misrepresentation or breach of any warranty or agreement made by it could subject the Films to significant damages and expenses; and accordingly, it agrees to indemnify the Token Holder from and against any loss, , liability, damage, cost or expense (including legal fees and expenses in the defense or settlement of any demands, claims, or lawsuits) incurred as a result of the Investment Fund’s misrepresentation or breach of any representation or warranty. 

REFUND ON ALL OR PART OF INVESTED SUMS

  1. The investment fund reserves the right to refund any monies to the Token Holder but only if the investment fund is not able to utilise it for the purposes stated in the agreement.
  2. If this is required, a detailed report will be shared with the Token Holder and all interests earned on the idle funds will be included in the refund.

  3. Where such refund is made, all obligations, rights and privileges created in the agreement shall cease to apply to the refunded sum. 

INVESTMENT WITHDRAWAL

  1. The Token Holder acknowledges and agrees that invested funds shall not be subject to withdrawal until the completion of the agreed-upon investment duration.

  2. In the event that the Token Holder wishes to request the withdrawal of their invested funds prior to the completion of the investment duration, such request shall be considered and treated on a best endeavour basis by the Parties involved.

     

  3. The Parties understand and acknowledge that the withdrawal of invested funds prior to the completion of the investment is not guaranteed, and any decision in this regard shall be at the sole discretion of the relevant Parties, who will make a good faith effort to accommodate such requests when possible, without any obligation to do so.

MOVIE SLATE AMENDMENT

  1. The investment fund reserves the right to make changes to the number of movies and make up of movies in the slate based on emerging information. All changes will be communicated in writing to the Token Holder.

     

  2. In the event of a change to the slate, the investment fund shall ensure that the substitute will be of similar quality and earning potential as the original slate.

ASSIGNMENT

  1. The Token Holder shall not assign his investment in the Films without the prior written approval of the Investment Fund, which approval shall not be unreasonably withheld or delayed in the case of an acceptable or reputable assignee.

  2. The Investment Fund shall not assign its interest in the Films without notifying the Token Holder in writing. Provided that, 
         a. by such assignment, the Investment Fund shall not be absolved of any obligation or responsibility required of the Investment Fund prior to the assignment, and;
         b.such assignment shall not affect, limit, or reduce in any form whatsoever any of the rights or interests of the Token Holder. 

INTELLECTUAL PROPERTY RIGHTS

  1. The Token Holder acknowledges that it shall not be deemed as possessing or acquiring any interest in the copyright, trademark, or other rights in or to the Films in any of its versions, including any works derived therefrom, or the titles, screenplays, characters, plot, dialogue, themes, visuals, or other elements of the foregoing.

  2. The Investment Fund shall have the naming right to the movies on the slate.

TAXATION

The Token Holder understands and accepts that no withholding tax deductions will be made by the Investment Fund before the distributions made to Token Holders. The Token Holder is required to get tax advice to determine the taxability of any distribution received and shall indemnify the Investment Fund and keep the Investment Fund fully and completely indemnified against any claims by relevant tax authorities regarding tax payable by it in respect of distributions under the Agreement.

CREDITS

Only the Investment Fund and its founding partners shall be listed as Co-Executive Producers.

CONFIDENTIALITY AND DISCLOSURE

  1. The Token Holder shall keep confidential and shall not disclose all information contained in the Token Holder Deck and in the Agreement that is not already in the public domain; and shall use the Token Holder Deck for the sole purpose of evaluating a possible investment in the Films.

  2. Neither party may discuss or disclose any information, or originate any publicity, news release, or other public announcement, written or oral, whether to the public press, or otherwise, regarding the terms and conditions, or the performance by either party of its obligations.

  3. However, the parties may discuss, disclose, or originate publicity, news releases, or other public announcements relating to information which-
        a. is or becomes generally available to the public other than as the result of an unauthorised disclosure by either party;
        b. becomes available to either party in a manner that is not in contravention of any applicable laws from a source that is not bound by a confidential relationship with the other party; or
        c. either party reasonably determines is appropriate for disclosure under any applicable law or is required to be disclosed by any law, court order, or other legal process, including, without limitation, federal, or state laws.

  4. With respect to disclosure under item (iii) above, the disclosing party will notify the non-disclosing party of its obligations to disclose and   
        a. the non-disclosing party shall have the right to confirm through an opinion of the disclosing party’s counsel of the obligation to disclose, and
        b. the parties will coordinate all such disclosures to the reasonable satisfaction of both the parties.

GOVERNING LAW AND DISPUTE RESOLUTION

  1. This Agreement shall be governed by and construed in all respects in accordance with the laws of the Federal Republic of Nigeria.

  2. If any controversy, claim or dispute arises and it relates in any way to the interpretation, performance or enforcement of any term of this Agreement, or any breach thereof, or concerns any other matter in connection with this Agreement, Parties shall within fourteen (14) days, use their best endeavours to settle amicably in good faith any dispute or difference between them arising from or in connection with this Agreement through mutual discussion.

  3. Where the Parties are unable to settle the dispute as indicated above, the dispute shall be referred to Mediation within 30 days and the parties hereby agree to willingly submit to a Mediator appointed by Lagos State Multi-Door Court House (LMDC).

     

  4. Mediation shall be conducted at and in line with the Rules of the Lagos State Multi-Door Court House (LMDC).

  5. This Clause shall survive the termination of this Agreement and shall accordingly apply to disputes and differences of opinion arising between the Parties hereto concerning this Agreement or any matter there under.

  6. Where mediation fails, the dispute shall be referred to a court of competent jurisdiction for resolution.
I ACCEPT