ULEZProsperity Terms and Conditions

• 1. Introduction

  • 1.1 These Terms and Conditions ("Terms") govern the participation of investors ("Clients") in the ULEZProsperity’s model, structured through a commercial sale and leaseback agreement, which is legally binding.
  • 1.2 ULEZProsperity is a brand trading name of Rosenthal Capital Ltd, a registered company in England and Wales. All contractual agreements entered into under ULEZProsperity are legally owned and managed by Rosenthal Capital Ltd.
  • 1.3 ULEZProsperity facilitates the acquisition and renting of Ultra Low Emission Zone (ULEZ)-compliant vehicles through a fully ring-fenced Special Purpose Vehicle ("SPV") owned and controlled by the Client.
  • 1.4 By entering into an Agreement with ULEZProsperity, Clients acknowledge and accept these Terms in full.
  • 1.5 ULEZProsperity is not a leasing or financing company; rather, we operate a structured sale and leaseback model that ensures asset-backed security for our Clients.

• 2. Special Purpose Vehicle (SPV) Structure

  • 2.1 Clients may establish a fully owned SPV to engage in commercial agreements with ULEZProsperity.
  • 2.2 The SPV shall serve as the contractual entity for acquiring and renting ULEZ-compliant vehicles.
  • 2.3 ULEZProsperity shall provide administrative, operational and renting services under the Agreement, subject to these Terms.
  • 2.4 The Client's contract with ULEZProsperity is legally binding and ensures protection for both the Client and their assets.
  • 2.5 The assets under the Client’s SPV will never be set on ULEZProsperity’s balance sheet, ensuring absolute ownership and separation from ULEZProsperity’s financial standing.

• 3. Private/Personal Purchases

  • 3.1 Clients who choose to purchase ULEZ-compliant vehicles personally, without establishing an SPV, will still receive similar protections as those using an SPV structure.
  • 3.2 While some Clients may prefer not to conduct the transaction through a business entity, their agreement with ULEZProsperity remains legally binding and secure.
  • 3.3 Clients will retain full ownership of the purchased assets, ensuring investment security and control.
  • 3.4 The operational, renting and administrative support provided by ULEZProsperity will apply equally to personal purchases, ensuring a seamless experience.

• 4. Sale and Leaseback Model

  • 4.1 Clients, through their SPV or personal ownership, shall acquire ULEZ-compliant vehicles via ULEZProsperity.
  • 4.2 The acquired assets shall be rented back to ULEZProsperity under a fixed-term agreement, generating a fixed monthly income for the Client.
  • 4.3 ULEZProsperity shall facilitate the renting of vehicles to end-users, ensuring stable income generation and compliance with ULEZ regulations.
  • 4.4 Rental payments shall be structured as fixed monthly payments, ensuring predictable and stable cash flow.
  • 4.5 A future guaranteed value may be established for a structured and profitable exit strategy.
  • 4.6 Clients own every asset (vehicles) they purchase through ULEZProsperity, ensuring complete control and security of their investment.

• 5. Client Responsibilities

  • 5.1 Clients who choose to establish an SPV must ensure it is legally incorporated and remains compliant with all applicable laws and regulations.
  • 5.2 Clients are responsible for providing all necessary documentation, approvals and information required for the execution of the Agreement.
  • 5.3 Clients must ensure that any vehicles included in the Agreement are free from encumbrances, unless otherwise agreed in writing.
  • 5.4 Clients acknowledge that financial performance is subject to various factors, including but not limited to market fluctuations, regulatory changes and operational considerations.
  • 5.5 Clients bear sole responsibility for seeking independent financial advice, as ULEZProsperity does not offer financial advisory services.

• 6. ULEZProsperity Obligations

  • 6.1 ULEZProsperity shall manage the renting, maintenance and operational aspects of the vehicles under the Agreement.
  • 6.2 ULEZProsperity shall collect rental payments from end-users and manage the Client’s account.
  • 6.3 ULEZProsperity shall ensure end-users comply with renting obligations and ULEZ regulations.
  • 6.4 ULEZProsperity shall provide periodic reports on vehicle performance, renting income and compliance matters.
  • 6.5 ULEZProsperity shall facilitate the buyback or resale of vehicles at the end of the rental term where applicable.
  • 6.6 ULEZProsperity is committed to full transparency in all its dealings, ensuring Clients receive accurate and clear information about their investments.

• 7. Payment Terms

  • 7.1 Fixed monthly lease payments shall be made to the Client or their SPV as per the Agreement.
  • 7.2 Payments shall be processed via bank transfer to the designated account of the Client’s SPV.
  • 7.3 ULEZProsperity reserves the right to withhold or delay payments in the event of non-compliance by the Client or force majeure events.

• 8. Risk Disclosure

  • 8.1 Clients acknowledge that investments in vehicle leasing are subject to risks, including but not limited to market fluctuations, regulatory changes and vehicle depreciation.
  • 8.2 ULEZProsperity does not guarantee profitability beyond agreed fixed payments and future guaranteed value where applicable.

• 9. Termination and Exit Strategy

  • 9.1 The Agreement shall remain valid for the rental term specified in the contract.
  • 9.2 In the event of termination, ULEZProsperity will pay the Client any outstanding Monthly Lease Payments up to the termination date.
  • 9.3 Clients acknowledge that if termination occurs before completing the full agreement term, they will not be entitled to receive the Final Guaranteed Value amount.
  • 9.4 If termination occurs in month 18, Clients will receive their full capital plus 50% of the total gain from the entire contract term.
  • 9.5 After month 19, the contract must run to completion for the full 38-month term.

• 10. Guaranteed Payment

  • 10.1 Notwithstanding any circumstances that may arise, including but not limited to non-revenue periods, accidents or total write-offs of the vehicle, Rosenthal Capital Ltd t/a ULEZprosperity. ("the Company") hereby guarantees that the owner ("the Owner") of the car shall continue to receive all payments due under this agreement as specified herein.
  • 10.2 The Company shall be responsible for ensuring that all payments are made in full and on time according to the terms and conditions of this contract, without any deductions or delays, regardless of the operational status or condition of the vehicle.

• 11. Agreement Duration

  • 11.1 All Agreements will commence on the Commencement Date and will continue until the Expiry Date, unless terminated earlier in accordance with its terms.
  • 11.2 The Agreement becomes effective on the date when all necessary documents and transfers related to the sale and leaseback transaction have been finalised and exchanged between both parties.

• 12. Contact Information

  • For any queries related to these Terms, please contact ULEZProsperity via official communication channels provided on our website.