These Terms and Conditions (the “Agreement”) govern your investment (“You” or “Investor”) in the Seashell Avenue – Mermaid Beach development project (the “Project”), managed and capitalised by Seaview Property Fund Pty Ltd. By submitting your application and investment funds, you acknowledge and agree to be bound by the following terms:

1. Investment Eligibility
You represent and warrant that you are either:

A Sophisticated Investor, as defined under Section 708(8) of the Corporations Act 2001 (Cth), supported by a valid accountant’s certificate, or
A Retail Investor eligible under the 20/12 exemption, limited to no more than 20 non-associated investors and an aggregate raise of no more than AUD $2 million in any 12-month period.

Proof of eligibility must be provided prior to acceptance of your application.

2. Investment Commitment

The minimum investment amount is AUD $200,000.
The maximum investment per investor is AUD $1,000,000.

All funds must be transferred to the designated Seashell Avenue Project Trust Account, details of which will be provided upon acceptance.

Investors will be issued units in a registered Unit Trust, proportional to their subscribed investment.

3. Use of Funds
Investment funds will be used exclusively for Project-related costs, including:

Land acquisition
Development applications and approvals (DA/BA)
Construction contributions
Marketing and pre-sales activities
Legal, administrative, and contingency expenses

Any surplus funds will be managed at the discretion of Seaview Property Fund Pty Ltd, in a manner consistent with the interests of all investors.

4. Returns and Distributions
Investors are entitled to a target return of 20% per annum, subject to project completion, presales, and realised profits.

Investors may also be entitled to receive up to 10% of the net profit of the Project, distributed on a pro-rata basis.

Returns are not guaranteed and depend on market conditions, regulatory approvals, construction outcomes, and pre-sale success.

Capital and returns will be distributed in a single payment upon completion and realisation of project profits.

5. Exit and Liquidity
This is a non-liquid investment. There is no secondary market for the units issued.
Capital and returns are expected to be repaid between 18 and 30 months following the investment date.

Early withdrawals or redemptions are not permitted under this offer.

6. Risk Acknowledgement
By participating in the offer, you acknowledge and accept that:

All investments involve risk, and you may lose some or all of your invested capital.
Risks include, but are not limited to:

Construction delays or cost overruns
Planning, approval or legal issues
Property market volatility
Inability to meet pre-sales or funding milestones

You confirm you have reviewed and understood the risk disclosures outlined in the Information Memorandum.

7. No Financial Advice
Seaview Property Fund Pty Ltd does not hold an Australian Financial Services Licence (AFSL) and does not provide financial, legal, or tax advice.

Investors must rely on their own professional advisers to assess the suitability of this investment.

8. Confidentiality
All project-related information, documentation, forecasts, and communications are strictly confidential and may not be reproduced, disclosed, or distributed without written consent from Seaview Property Fund Pty Ltd.

9. Governing Law
This Agreement is governed by the laws of Queensland, Australia. Any dispute arising in connection with this investment will be subject to the exclusive jurisdiction of the Queensland courts.

10. Acceptance
By signing the Application Form and transferring funds to the designated trust account, you:

Confirm that you meet the investor eligibility criteria;
Acknowledge that you have read, understood, and accepted these Terms and Conditions;
Agree to be legally bound by this Agreement in its entirety.