Terms & Conditions of Sale

Preamble — Two distinct contractual regimes

Capital Foncier SARL (RCCM CI-ABJ-03-2024-B12-01576, NCC 2401282G, share capital XOF 6,000,000, registered office Abidjan Cocody Deux Plateaux — 23 BP 4509 Abidjan 23) provides two distinct service offerings, each governed by its own title within these Terms:

• Title I — Land sales (immediately deliverable assets, ACD or land title published, repurchase commitment under Article 1659 of the Ivorian Civil Code).
• Title II — Pre-sale (pré-vente) (subdivision programmes engaged in the official procedure, delivery 18–24 months, CARPA escrow, milestone-based fund release, processing-fee refund commitment).

These two regimes apply alternatively, never cumulatively. The applicable title is determined by the nature of the asset being acquired and is recalled at the head of every contract.

Capital Foncier is not a notary, not an OHADA security agent, not a credit or payment institution under UEMOA Law 2018-572, not a CIMA insurance intermediary, not a real estate developer. See full status note in our Legal Notice.

I.1 Purpose & Acceptance

These Title I provisions govern the sale of land assets and related verification services provided by Capital Foncier. Acceptance occurs upon signature of the corresponding contract at notary.

I.2 Cooling-off Period (14 days)

The buyer benefits from a 14-day cooling-off period from the contract signing date. The right is exercised by registered letter or e-mail with acknowledgment.

I.3 Refund Commitment under Article 1659 (under conditions)

Capital Foncier provides a refund commitment under Article 1659 of the Ivorian Civil Code (sale with redemption right), distinct from any insurance or financial guarantee product, applicable in the seven (7) trigger cases listed in Annex I-A.

This Article 1659 commitment applies EXCLUSIVELY to Title I (land sales). It does NOT apply to Title II (pre-sale programmes), which has its own refund mechanism (see Article II.6).

I.4 Notarial Escrow

Funds are held in escrow with a CARPA-registered notary until the conditions of release defined in the contract are met (transfer of ownership, removal of customary rights, publication of the Land Title in the Land Registry).

I.5 Payment Terms & Instalment Plans

Payments are made by bank transfer to the notary’s CARPA account. Instalment plans (“facilités de paiement”) may be granted under the conditions specified in the contract; they are not credit transactions and do not constitute banking financing.

I.6 Confidentiality & Personal Data

Personal data is processed in accordance with Ivorian Law No. 2013-450 on personal data protection and, where applicable, the EU GDPR. See our Privacy Policy for full details.

I.7 Force Majeure

Neither party shall be liable for failure to perform due to events beyond reasonable control (acts of public authority, natural disasters, civil unrest, blocked administrative procedures).

I.8 Governing Law & Arbitration

These provisions are governed by Ivorian law and applicable OHADA Uniform Acts. Any dispute is submitted, after a mandatory amicable phase, to arbitration under the rules of the Common Court of Justice and Arbitration (CCJA) of OHADA, seat Abidjan, language French. See Annex I-B.

II.1 Qualification of the pre-notarial reservation contract

II.2 CARPA escrow account and conventional sequestration

All sums paid by the buyer in connection with a pre-sale programme are placed in the CARPA escrow account of the instrumenting notary, who acts as conventional escrow holder under Article 1956 of the Ivorian Civil Code. Capital Foncier never receives or holds these funds, on any account.

The notary releases funds to the developer exclusively against validation of administrative milestones (T0–T5 + RG, see Article II.4), upon the notary’s own decision and responsibility.

II.3 Affectation of additional plots as security (Article 199 OHADA Uniform Act on Securities)

II.4 Milestone schedule (T0–T5 + RG) and prior technical opinion

The funds escrowed under Article II.2 are released to the developer in successive tranches, each conditional upon the validation of an administrative milestone:

• T0 — reservation signature; release of study and processing fees.
• T1 — subdivision permit signed (autorisation de lotir); start of survey marking and primary VRD.
• T2 — public inquiry closed without opposition; customary rights cleared.
• T3 — technical commission validated; roads, water (SODECI), electricity (CIE).
• T4 — ministerial signature of the order; VRD completion, MCLU tax.
• T5 — registration and delivery of titles; balance of works.
• RG — guarantee retention released six (6) months after effective delivery.

Before each release, Capital Foncier issues a prior technical opinion to the notary, attesting that (a) the administrative milestone is effectively validated by the competent authority (MCLU, SIGFU, AFOR as applicable) and (b) the supporting documents presented by the developer are consistent with the project. This opinion is informational and does not bind the notary, who alone decides on the release.

II.5 Capital Foncier equity commitment (own funds)

On every pre-sale programme, Capital Foncier commits its own equity alongside the developer, distinctly from the sums paid by buyers (which transit through CARPA, see Article II.2). This commitment expresses an alignment of interests between Capital Foncier and the buyers.

This commitment does NOT constitute (i) a public offering of securities or shares, (ii) a fundraising from third parties, (iii) a collective investment scheme, or (iv) any other regulated financial product within the meaning of CREPMF/UEMOA regulation. Buyers do not subscribe to any financial product; they reserve an identified land plot.

The amount of Capital Foncier’s equity commitment varies by programme and is documented in the pre-notarial reservation contract.

II.6 Refund commitment in case of qualified programme failure

II.7 Articulation between Title I and Title II — distinct mechanisms

II.8 Cooling-off period (45 days)

Given the duration of the development cycle, the buyer benefits from a contractual cooling-off period of forty-five (45) days from the signature of the pre-notarial reservation contract. The right is exercised by registered letter or e-mail with acknowledgment, addressed jointly to Capital Foncier and to the instrumenting notary.

In case of cooling-off, the notary fully restitutes the sums escrowed in CARPA. Processing fees collected under Article II.9 are also refunded.

II.9 Processing fees (XOF 75,000 flat rate)

A flat-rate processing fee of seventy-five thousand (75,000) XOF is collected by Capital Foncier upon signature of the pre-notarial reservation contract. This fee covers buyer onboarding, identity verification (KYC), drafting and electronic signature of the reservation contract, and coordination with the notary. It is fully refunded in case of cooling-off (Article II.8) or qualified programme failure (Article II.6).

II.10 Electronic signature (Ordinance 2013-546)

The pre-notarial reservation contract may be signed electronically through a service provider compliant with Ivorian Ordinance No. 2013-546 of 30 July 2013 on electronic transactions, and with the eIDAS Regulation (EU 910/2014) for buyers residing in the European Union. Capital Foncier currently uses DocuSign as its electronic signature provider; this provider is subject to a personal data processing agreement.

The electronically signed contract has the same legal value as a handwritten signature for the purposes of the pre-notarial phase. The subsequent authentic deed remains signed before the notary in person or by power of attorney.

Annexes

• Annex I-A — Detailed refund commitment trigger cases under Article 1659 (7 cases, scope, exclusions, ceilings) — Title I.
• Annex I-B — OHADA arbitration agreement (CCJA), procedural rules, costs.
• Annex III — Qualified failure cases for Title II pre-sale programmes (definitive list, evidence requirements, refund mechanics) — under legal review.
• Annex IV — Pre-notarial reservation contract template — under legal review (drafted jointly with the instrumenting notary).

Annexes are being finalised with our Ivorian counsel and will be published as separate downloadable PDFs.