Terms of Service
Last updated: January 2025
1. Agreement to Terms
By accessing and using BondBricks ("BondBricks", "we", "our", "us"), you agree to be bound by these Terms of Service and all applicable laws and regulations. If you do not agree with any of these terms, you are prohibited from using or accessing this platform.
2. Eligibility
To use BondBricks, you must:
- Be at least 18 years of age
- Be a U.S. resident or citizen
- Have the legal capacity to enter into binding contracts
- Complete our Know Your Customer (KYC) verification process
- Not be prohibited from investing under any applicable laws
3. Account Registration
You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
4. Investment Risks
You acknowledge and accept that:
- All investments carry risk, including the risk of losing your entire investment
- Past performance does not guarantee future results
- Property values can decrease as well as increase
- Interest payments are not guaranteed
- Real estate bonds may not be suitable for all investors
- You should seek independent financial advice before investing
5. Fees and Charges
BondBricks operates a two-sided marketplace with transparent fee structures for both investors and developers. All fees will be clearly disclosed before you complete any transaction.
5.1 Investor Fees
Investors are charged a 1.75% transaction fee on all buy and sell transactions. This fee covers:
- Platform access and maintenance
- Transaction processing and settlement
- Regulatory compliance and reporting
- Investor protection and account services
Example: For a $10,000 investment, you pay a $175 transaction fee. There are no monthly fees or hidden costs.
5.2 Developer Fees
Property developers are charged two types of fees to access our investor marketplace:
Listing Fees (One-time)
A one-time listing fee is charged based on target funding amount when your property is approved for listing:
- $500,000 - $2,000,000 raise: $5,000 listing fee
- $2,000,001 - $5,000,000 raise: $15,000 listing fee
- $5,000,001 - $10,000,000 raise: $25,000 listing fee
- $10,000,001+ raise: $35,000 listing fee
Success Fees
A 1% success fee is charged on total capital raised. This fee is calculated and charged only when funds are successfully raised from investors.
Example: For a $5,000,000 property raise, fees would be: $15,000 listing fee + $50,000 success fee (1% of $5M) = $65,000 total ($1.3% effective rate).
Developer Fee Justification
Our developer fees are industry-competitive (competitors charge 2-8% success fees). Developers save $195,000-$245,000 compared to traditional bank financing over 7 years, receive funding 10x faster (2-4 weeks vs 3-6 months), and retain 100% ownership without bank security requirements.
5.3 Fee Payment Terms
All fees are non-refundable once services are rendered. Investor transaction fees are collected at the time of investment. Developer listing fees are due upon property approval for listing. Developer success fees are automatically calculated and invoiced monthly based on capital raised during that period, with payment due within 30 days of invoice date.
6. Liquidity & Bond Redemption
BondBricks provides liquidity through an instant redemption program. You can sell your bonds at any time at the current market price, subject to availability. When you sell, BondBricks or its licensed partners may act as the counterparty by purchasing your bonds and returning them to general availability for new investors. While we strive to maintain liquidity, market price may fluctuate based on property valuations, and in rare circumstances, liquidity may be temporarily suspended for regulatory or operational reasons.
7. Interest Payments
Monthly interest payments are derived from the bond's coupon rate. The underlying property's rental income supports the bond issuer's ability to service interest payments. Interest payment amounts may vary and are not guaranteed. Interest payments are processed by our licensed trustee partner (Prime Trust) and distributed within 5 business days of the end of each month. BondBricks facilitates the connection between investors and the trustee but does not directly handle fund distribution.
7A. Developer Early Repayment Rights
Property developers who have issued bonds through the platform may repay bonds before the scheduled maturity date, subject to the terms and conditions outlined below. This section ensures fairness between developers (who may wish to exit or refinance) and investors (who rely on predictable interest income).
7A.1 When Early Repayment is Permitted
Developers may initiate early repayment in the following scenarios:
- Voluntary Early Repayment: Developer chooses to pay off bonds ahead of schedule (e.g., successful property sale, refinancing with traditional bank)
- Property Sale: Property is sold before bond maturity, triggering mandatory bond repayment from sale proceeds
- Refinancing: Developer secures alternative financing and wishes to retire existing bonds
- Project Completion: Development project completes ahead of schedule with available capital for bond repayment
7A.2 Prepayment Penalty Schedule
To protect investors from reinvestment risk (the risk of receiving capital back when comparable investment opportunities may not be available at the same rate), developers must pay a prepayment penalty calculated as a percentage of the outstanding principal balance:
| Repayment Timing | Penalty | Example ($1M Bond) |
|---|---|---|
| Year 1 (Months 1-12) | 3% of outstanding principal | $30,000 penalty |
| Year 2 (Months 13-24) | 2% of outstanding principal | $20,000 penalty |
| Year 3 (Months 25-36) | 1% of outstanding principal | $10,000 penalty |
| Year 4+ (After Month 36) | 0% (No penalty) | $0 penalty |
Note: Specific bonds may have different prepayment terms as disclosed in the individual bond offering documents. The schedule above represents standard terms for most bonds on the platform.
7A.3 Early Repayment Process
When a developer wishes to repay bonds early, the following process applies:
- Notice Period: Developer must provide 30 days advance written notice to BondBricks and the trustee of intent to repay
- Calculation of Amount Due: Trustee calculates total amount due:
- Outstanding principal balance
- All accrued interest up to repayment date
- Applicable prepayment penalty (per schedule above)
- Any outstanding fees or charges
- Investor Notification: All bondholders are notified of the early repayment at least 15 days in advance
- Payment Execution: Developer transfers the full amount to the trustee, who then distributes to investors pro-rata based on their bond holdings
- Bond Retirement: Bonds are marked as repaid and retired from the platform
7A.4 Distribution of Prepayment Penalty to Investors
The prepayment penalty is distributed to investors as compensation for reinvestment risk. Distribution is calculated as:
Investor Share = (Investor Bond Holdings / Total Outstanding Bonds) × Prepayment Penalty
Example: If a developer repays a $5 million bond offering in Year 1 (3% penalty = $150,000), and you hold $50,000 in bonds (1% of the offering), you would receive:
- Principal: $50,000
- Accrued interest: (varies based on time held)
- Prepayment penalty share: $1,500 (1% of $150,000)
7A.5 Investor Impact and Rights
When bonds are repaid early:
- You receive your full principal back plus all accrued interest and your share of the prepayment penalty
- Future interest payments cease as the bond is retired (reinvestment risk - you must find a new investment)
- No action is required from you - the trustee automatically distributes funds to your account
- Funds are available immediately for withdrawal or reinvestment in other bonds on the platform
- Tax reporting: Prepayment penalty is treated as additional interest income for tax purposes
7A.6 Non-Callable Bonds (Optional)
Some bonds may be issued as "non-callable" bonds, which means the developer cannot repay the bond early under any circumstances (except in case of property sale, where mandatory repayment may still apply). Non-callable bonds are clearly labeled in the bond offering and typically offer:
- Slightly higher interest rates (compensation for reduced flexibility)
- Greater certainty of income stream for investors
- Protection from reinvestment risk
💡 Why This Structure is Fair: Developers can exit their bond obligations (they are not "trapped"), but must compensate investors for the disruption through prepayment penalties. This balances developer flexibility with investor protection, similar to how mortgages and corporate bonds work in traditional finance.
8. Marketplace Platform Structure
BondBricks operates as a marketplace platform that connects investors with licensed financial institutions who handle all regulated activities:
- Bond Issuance & Management: Managed by licensed financial partners including US Bond Partners
- Fund Custody: Prime Trust holds all investor funds in trust and does not release funds to BondBricks
- Payment Distribution: Prime Trust handles all interest payment and withdrawal payments directly to investors
- Regulatory Compliance: Licensed partners hold all required financial licenses in your jurisdiction
BondBricks provides the technology platform, user interface, and marketplace services but does not directly hold investor funds, issue bonds, or conduct regulated financial services. All financial services are provided by our licensed partners who comply with all applicable financial regulations in your jurisdiction.
9. Privacy and Data Protection
Your use of BondBricks is also governed by our Privacy Policy. We collect, use, and protect your personal information in accordance with relevant privacy laws including state privacy regulations.
10. Partner Changes and Business Continuity
10.1 Partner Structure
BondBricks operates as a marketplace platform. Real estate bonds offered on the platform are issued by licensed financial institution partners (including but not limited to US Bond Partners) and held in trust by independent licensed trustees (including but not limited to Prime Trust).
10.2 Partner Transitions
In the event that a partner ceases operations, is acquired, loses regulatory approval, terminates its relationship with BondBricks, or otherwise exits the platform:
- Your bonds remain 100% valid with all original terms, including interest rate, maturity date, and payment schedule, remaining completely intact and unchanged.
- Your funds are protected because bonds are held by independent licensed trustees, not by the issuing partner. The trustee is a separate legal entity with fiduciary duties to bondholders.
- BondBricks will arrange a replacement partner within 90 days of any partner exit. We maintain relationships with multiple licensed partners in each jurisdiction specifically for business continuity.
- You will be notified promptly via email and in-app dashboard notification of any partner changes, with full details of the transition process and timeline.
- No action is required from you. The trustee structure allows for seamless partner transitions without requiring any investor signatures, approvals, or actions.
10.3 Investor Protection Mechanisms
Your investment is protected through multiple layers of legal structure:
- Independent Trustee Structure: Funds are held in trust by regulated financial institutions with legal fiduciary duties to bondholders. The trustee continues operating regardless of partner or BondBricks status.
- Legal Separation: In the event of partner bankruptcy or insolvency, your bond is not part of the partner's bankruptcy estate and cannot be seized by the partner's creditors.
- Regulatory Oversight: Trustees are regulated by the SEC (U.S. Securities and Exchange Commission) and must continue fulfilling their fiduciary obligations regardless of changes to service providers.
- Multiple Partner Relationships: BondBricks maintains active relationships with multiple licensed partners in each jurisdiction. If one partner exits, bonds can be administratively transferred to another licensed partner.
- Continuity Planning: BondBricks maintains documented business continuity plans for partner transitions, including pre-established relationships with replacement partners and documented transition procedures.
10.4 Partner Bankruptcy or Insolvency
If an issuing partner files for bankruptcy or becomes insolvent:
- Your bonds are held by the independent trustee, not by the bankrupt partner
- Your bonds are not assets of the partner's bankruptcy estate
- The trustee has a legal duty to continue managing your bonds according to their original terms
- Interest payments and maturity proceeds continue as scheduled
- BondBricks will appoint a replacement administrative partner within 30-90 days
10.5 BondBricks Platform Continuity
In the unlikely event that BondBricks itself ceases operations:
- Your bonds continue to be held by the independent licensed trustee
- The trustee has a legal fiduciary duty to continue managing bonds according to their terms, independent of BondBricks
- Interest payments and maturity proceeds continue to be processed by the trustee
- You maintain all legal rights as a bondholder
- The trustee may arrange for an alternative platform provider or direct investor communication
💡 Key Protection Principle: The independent trustee structure is specifically designed to protect bondholders from operational risks related to service providers. Your bond ownership is legally separate from both BondBricks and the issuing partners, providing multiple layers of protection for your investment.
11. Securities Regulation Compliance (US Investors)
Regulation D Exemption: Investments offered through BondBricks to U.S. investors are conducted pursuant to Regulation D of the Securities Act of 1933, as amended. These securities have not been registered with the U.S. Securities and Exchange Commission (SEC) and are being offered in reliance on an exemption from registration under Rule 506(b) or Rule 506(c) of Regulation D.
⚠️ ATTORNEY REVIEW REQUIRED: The specific regulatory disclosures below require attorney-provided content before US launch.
Required Content (Attorney Must Provide):
- Specific Rule 506(b) vs 506(c) determination
- General solicitation disclosure
- Investment limitations and restrictions
- Transfer restrictions
- Integration risks disclosure
- Form D filing information
12. Accredited Investor Requirements (US Investors)
To invest through BondBricks as a U.S. investor, you must qualify as an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act.
⚠️ ATTORNEY REVIEW REQUIRED: Complete accredited investor definition and certification requirements.
Required Content (Attorney Must Provide):
- Complete SEC Rule 501 accredited investor definition
- Income thresholds with "last 2 years" requirements
- Net worth definition ("excluding primary residence")
- Professional certifications (Series 7, 65, 82)
- Entity investor qualifications
- Verification and certification requirements
13. State Securities Laws (Blue Sky Laws)
In addition to federal securities laws, investments may be subject to state securities laws (commonly known as "Blue Sky" laws). BondBricks will file required notices with state securities regulators as applicable.
⚠️ ATTORNEY REVIEW REQUIRED: State-specific disclosure requirements.
14. Dispute Resolution and Arbitration
⚠️ ATTORNEY REVIEW REQUIRED: Arbitration clause and class action waiver (if desired).
Required Content (Attorney Must Provide):
- FINRA arbitration clause (if applicable)
- Class action waiver language
- Arbitration location and procedures
- Opt-out period (if any)
15. Prohibited Activities
You agree not to:
- Use the platform for any illegal purpose
- Attempt to manipulate prices or engage in market manipulation
- Share your account credentials with others
- Use automated systems to access the platform without permission
- Engage in money laundering or terrorist financing
16. Termination
We reserve the right to suspend or terminate your account at any time for violation of these terms or for any other reason at our sole discretion. You may close your account at any time by selling all holdings and withdrawing your funds.
17. Limitation of Liability
To the maximum extent permitted by law, BondBricks shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of the platform or investment losses.
18. Changes to Terms
We may update these Terms of Service from time to time. We will notify you of material changes by email or through the platform. Your continued use after changes constitutes acceptance of the updated terms.
19. Contact Information
For questions about these Terms of Service, please contact us at:
Email: legal@bondbricks.com
Phone: +1 (855) BONDS-US