Terms and Conditions

Home

TERMS AND CONDITIONS

Last updated: June 1, 2026

These Terms and Conditions ("Terms") govern access to and use of the VILLA BIT CAPITAL website, related materials, communications, investor information pages, and associated services (collectively, the "Website").

By accessing or using the Website, you acknowledge that you have read, understood, and agreed to be bound by these Terms, together with any additional disclosures, policies, notices, risk statements, or legal documents referenced throughout the Website.

If you do not agree with these Terms, you must immediately discontinue use of the Website.

1. WEBSITE PURPOSE

VILLA BIT CAPITAL is a USA–EU and UK–EU real estate investment and development structure focused on premium Croatian coastal real estate opportunities organized through USA-based LLC structures, UK-based LLP structures, and Croatian EU-based operating entities.

The Website is intended solely for informational and educational purposes regarding:

real estate development structures
USA LLC and UK LLP participation structures
project concepts
investor qualification procedures
operational models
and potential private investment opportunities

Nothing on the Website constitutes:

legal advice
tax advice
investment advice
accounting advice
brokerage services
banking services
escrow services
or a public securities offering

2. PRIVATE OFFERING STRUCTURE

Certain investment opportunities referenced on the Website may rely upon exemptions available under United States securities laws, including portions of:

Regulation D under the Securities Act of 1933
Rule 506(c) of Regulation D
Rule 501 of Regulation D
Applicable exemptions under the Investment Company Act of 1940
Other applicable federal and state securities law exemptions

For eligible non-U.S. investors, except U.S. citizens, certain investment structures may also be organized through UK-based LLP partnership-type vehicles, separate from any USA LLC securities offering structure.

Participation in applicable offerings may be limited to:

verified accredited investors
qualified purchasers
institutional participants
professional investors
or other legally eligible participants depending on jurisdiction and offering structure

Any actual investment opportunity may only be offered through official legal documentation, including:

Private Placement Memorandums (PPMs)
Operating Agreements
Subscription Agreements
Loan Documentation
LLP Agreements
Project Financing Agreements
Risk Disclosures
and related offering materials

3. NO PUBLIC OFFERING

ADDITIONAL INTERNATIONAL INVESTOR STRUCTURE NOTICE

VILLA BIT CAPITAL may utilize different legal participation structures depending on investor jurisdiction, investor classification, regulatory requirements, and transaction structure.

A) UNITED STATES INVESTORS

Participation by United States investors may occur through:

Delaware LLC investment structures
private placement offerings
and exemptions available under Rule 506(c) of Regulation D under the Securities Act of 1933

Where applicable, participation may be limited exclusively to independently verified accredited investors as defined under Rule 501 of Regulation D.

Such investors generally participate through USA-based LLC structures connected to Croatian real estate development financing arrangements.

B) NON-U.S. INVESTORS

Non-U.S. investors may alternatively participate through:

UK-based LLP investment vehicles
direct Croatian company ownership structures (d.o.o.)
direct Croatian real estate acquisitions
branded rental-management agreements
or other international ownership arrangements

The UK LLP structure is intended for eligible investors from other nations, except U.S. citizens.

U.S. citizens and U.S. persons should generally be reviewed under the U.S. LLC / accredited-investor framework and should not participate through the UK LLP structure.

These structures may operate independently from any USA LLC securities offering structure.

Non-U.S. investor participation structures may therefore differ materially from U.S.-based private placement structures and may not involve pooled participation in U.S. securities offerings.

Local securities, tax, financial promotion, investment, and reporting rules may still apply in the investor's own jurisdiction.

VILLA BIT CAPITAL reserves the right to determine the applicable participation structure, investor qualification requirements, and compliance procedures based on applicable laws, regulations, jurisdictional restrictions, and project structure.

Information displayed on the Website does not constitute:

an offer to sell securities
a solicitation to purchase securities
a recommendation to invest
or a public securities offering

No investment commitment, subscription, transfer of funds, or legal investment relationship shall exist unless and until definitive legal offering documents are executed by all required parties.

Any indication of interest may be withdrawn at any time without obligation.

4. NO BROKER-DEALER OR INVESTMENT ADVISORY SERVICES

VILLA BIT CAPITAL is not acting as:

a registered broker-dealer
investment adviser
securities exchange
crowdfunding portal
banking institution
or registered placement agent

VILLA BIT CAPITAL does not:

execute securities transactions for third parties
provide personalized investment advice
guarantee investment performance
provide financial planning services
or act as fiduciary financial advisers for users of the Website

Users remain solely responsible for their own investment decisions and professional consultations.

5. INTERNATIONAL REAL ESTATE STRUCTURE

Investment structures described on the Website generally involve:

USA-based LLC structures
UK-based LLP structures
Croatian EU-based development companies (d.o.o.)
real estate financing arrangements
construction operations
and rental or exit monetization strategies

Investors generally participate economically through LLC ownership interests, LLP partnership interests, or project financing arrangements rather than through direct individual ownership of Croatian real estate titles.

Actual ownership structures, security interests, collateral arrangements, waterfall distributions, voting rights, transfer rules, management authority, tax treatment, and investor protections are governed exclusively by definitive legal documentation, including the applicable LLC Operating Agreement or UK LLP Agreement.

6. USA LLC AND UK LLP INVESTOR STRUCTURE NOTICE

VILLA BIT CAPITAL may use separate USA LLC and UK LLP structures depending on investor jurisdiction, investor classification, legal eligibility, and project structure.

A) USA LLC INVESTOR STRUCTURE

Eligible U.S. accredited investors may be reviewed for participation through USA-based Delaware LLC investment vehicles.

The USA LLC structure is intended to operate as a U.S. private placement / partnership-type investment vehicle connected to Croatian real estate development financing arrangements.

The general structure may be:

INVESTOR → USA LLC → CROATIAN EU-BASED COMPANY (d.o.o.) → Real Estate Development Project

The USA LLC may provide financing to the Croatian EU-based company through structured project financing arrangements.

The Croatian company manages land acquisition, construction, operations, local compliance, and project execution.

The USA LLC does not directly hold individual Croatian real estate titles unless specifically stated in definitive legal documentation.

The exact rights, obligations, distribution waterfall, tax treatment, transfer rules, management authority, reporting obligations, investor protections, fees, and costs for USA LLC investors are governed exclusively by the applicable LLC Operating Agreement, Subscription Agreement, Private Placement Memorandum, project financing documents, and related legal documentation.

B) UK LLP INVESTOR STRUCTURE

Eligible non-U.S. investors may be reviewed for participation through UK-based LLP investment vehicles, except U.S. citizens and U.S. persons.

The UK LLP structure is intended to operate as a partnership-type international investment vehicle that may participate in Croatian real estate development company or project structures.

The general structure may be:

INVESTOR → UK LLP → CROATIAN EU-BASED COMPANY (d.o.o.) → Real Estate Development Project

The UK LLP structure is separate from any USA LLC securities offering structure and may not involve pooled participation in U.S.-based securities offerings.

The exact rights, obligations, distribution waterfall, tax treatment, transfer rules, management authority, reporting obligations, investor protections, fees, and costs for UK LLP investors are governed exclusively by the applicable UK LLP Agreement and related legal documentation.

A UK LLP may have its own registration, accounting, reporting, tax, compliance, and administration requirements.

C) PROJECT-LEVEL INVESTOR STRUCTURES

A single villa project may utilize:

one USA LLC for eligible U.S. investors
and one UK LLP for eligible non-U.S. investors

These structures may participate in the same underlying Croatian real estate development project while remaining separate legal entities.

Investor participation, ownership interests, partnership interests, economic rights, distributions, voting rights, and management provisions shall be governed by the applicable project documentation.

VILLA BIT CAPITAL does not guarantee that the USA LLC or UK LLP structure will be suitable, available, or legally permitted for every investor. Each investor must obtain independent legal, tax, and financial advice in their own country of residence before participating.

6A. CAPITAL CALL STRUCTURE NOTICE

Certain projects described on the Website may utilize a Capital Call funding structure.

Under a Capital Call structure, an investor may define a maximum investment commitment amount, while actual funding requests may occur in stages as project development requirements become clearer.

Capital Calls may be used for:

construction costs
infrastructure works
permits and government fees
architectural and engineering services
project contingencies
financing requirements
and other approved project expenses

The existence of an investment commitment does not necessarily require immediate funding of the entire committed amount.

Capital Calls, investor obligations, default provisions, dilution provisions, voting rights, participation rights, distributions, and related matters shall be governed exclusively by the applicable:

LLC Operating Agreement
LLP Agreement
Subscription Agreement
Project Financing Agreement
and related legal documentation

VILLA BIT CAPITAL makes no representation that all committed capital will be called, nor that all project costs can be predicted with certainty at the time of initial investor onboarding.

7. INVESTMENT RISKS

ALL INVESTMENTS INVOLVE RISK, INCLUDING POSSIBLE LOSS OF PRINCIPAL.

No statement on the Website should be interpreted as a guarantee of:

profitability
investment performance
future appreciation
rental income
liquidity
or successful project completion

References to projected returns, preferred returns, targeted IRR, projected equity multiples, illustrative scenarios, or estimated performance are hypothetical, forward-looking, and based on assumptions that may not occur.

Actual results may differ materially due to:

market conditions
construction delays
tourism fluctuations
financing costs
operational costs
taxation
legal or regulatory changes
force majeure events
geopolitical events
or other unforeseen circumstances

Past performance is not indicative of future results.

8. FORWARD-LOOKING STATEMENTS

Certain statements contained on the Website may constitute forward-looking statements within the meaning of applicable securities laws.

Forward-looking statements involve risks, assumptions, estimates, projections, and uncertainties.

Actual project performance and investment results may differ materially from any projected or estimated figures.

VILLA BIT CAPITAL undertakes no obligation to publicly update forward-looking statements except where required by law.

9. INVESTOR ELIGIBILITY AND VERIFICATION

Where applicable under Rule 506(c) of Regulation D, VILLA BIT CAPITAL may require independent accredited investor verification prior to allowing participation in applicable U.S. LLC offerings.

Users acknowledge that:

investor eligibility requirements may apply
participation may be restricted by jurisdiction
and additional compliance procedures may be required

Providing false, misleading, or incomplete investor information may result in immediate disqualification from participation.

For UK LLP participation, VILLA BIT CAPITAL may also require investor identity checks, jurisdiction review, source-of-funds checks, tax residence information, anti-money-laundering compliance, and other eligibility procedures depending on applicable law and project structure.

10. USER RESPONSIBILITY

Users are solely responsible for:

conducting independent due diligence
reviewing legal documentation
evaluating investment suitability
and consulting their own advisers

Users are strongly encouraged to consult:

attorneys
CPAs
tax advisers
financial advisers
and other qualified professionals

before making any investment decision.

11. WEBSITE CONTENT

All Website content, including text, graphics, branding, logos, designs, layouts, documents, images, videos, investment structures, and intellectual property remain the exclusive property of VILLA BIT CAPITAL or its licensors unless otherwise stated.

No content may be copied, reproduced, distributed, republished, mirrored, modified, or commercially used without prior written consent.

12. THIRD-PARTY INFORMATION

The Website may contain information obtained from third-party sources believed to be reliable.

However, VILLA BIT CAPITAL makes no representation or warranty regarding accuracy, completeness, reliability, or timeliness of any third-party information.

Users rely upon such information entirely at their own risk.

13. NO WARRANTIES

THE WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

VILLA BIT CAPITAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

merchantability
fitness for a particular purpose
non-infringement
availability
uninterrupted access
or freedom from errors or viruses

VILLA BIT CAPITAL does not guarantee that the Website will remain continuously available or error-free.

14. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VILLA BIT CAPITAL AND ITS AFFILIATES, MANAGERS, MEMBERS, OFFICERS, EMPLOYEES, CONTRACTORS, CONSULTANTS, AND AGENTS SHALL NOT BE LIABLE FOR:

direct damages
indirect damages
incidental damages
consequential damages
punitive damages
lost profits
business interruption
data loss
or investment losses

arising from Website use, inability to use the Website, reliance on Website information, project performance, investment decisions, delays, interruptions, or third-party actions.

15. JURISDICTIONAL RESTRICTIONS

The Website is not directed toward any person or jurisdiction where distribution or use would violate applicable laws or regulations.

Users accessing the Website from outside the United States do so at their own initiative and remain solely responsible for compliance with local laws.

16. GOVERNING LAW

These Website Terms shall be governed by and interpreted under the laws of the State of Delaware, without regard to conflict-of-law principles.

Any dispute arising from or related to these Website Terms or Website use shall be subject to the exclusive jurisdiction of courts located within the State of Delaware.

However, specific UK LLP Agreements, Croatian company documents, project financing documents, subscription documents, or other definitive legal documents may be governed by different laws and jurisdictions as stated inside those documents.

17. MODIFICATIONS

VILLA BIT CAPITAL reserves the right to modify, update, replace, suspend, or terminate any portion of the Website or these Terms at any time without prior notice.

Continued use of the Website following modifications constitutes acceptance of the updated Terms.

18. SEVERABILITY

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall remain fully enforceable and in effect.

19. CONTACT

For legal or compliance-related inquiries regarding these Terms, users may contact VILLA BIT CAPITAL through the official contact channels published on the Website.

IMPORTANT DISCLOSURE

Investment opportunities referenced on the Website involve substantial risk and may result in partial or total loss of invested capital.

Neither the United States Securities and Exchange Commission (SEC) nor any state securities regulator has approved, endorsed, or passed upon any investment opportunity referenced on the Website.

For UK LLP structures, no statement on the Website should be understood as approval, endorsement, authorization, or registration by any UK, Croatian, EU, or foreign regulator unless expressly confirmed in official legal documentation.

Any investment opportunity may only be made available through official offering documents containing important information regarding:

risks
fees
conflicts
investment structure
distributions
and investor qualifications

For additional important disclosures, risks, and information, please visit https://villabitcapital.com/disclosures.php

Prospective investors should carefully review all offering materials and consult independent professional advisers before making any investment decision.