Website Terms & Conditions
1. INTRODUCTION
1.1 Please read this document carefully, as it sets out the terms and conditions on which we will allow you to use our website and enable you to make investments in property and property development projects using our website, www.shojin.co.uk (the “Website”). By using the Website you agree to be bound by the terms and conditions set out on this webpage (“Website Terms & Conditions”).
1.2 These Website Terms & Conditions will govern the use of the services provided through the Website operated at www.shojin.co.uk by:
(a) Shojin Financial Services Limited ("SFS") trading as Shojin Property Partners. SFS is authorised and regulated by the Financial Conduct Authority (the “FCA”), with registration number 716765; and
(b) Share In Limited ("Share In") which is authorised and regulated by the FCA with registration number 603332. Share In is also authorised by HM Revenue & Customs to act as an ISA Manager with reference number Z1908.
1.3 Please note that unless otherwise stated, none of the investment opportunities listed on this Website are covered by the Financial Services Compensation Scheme (the “FSCS”). Please check the terms of each investment opportunity for more information and to find out if that particular investment opportunity will be covered by the FSCS.
1.4 These Website Terms & Conditions will come into effect upon you confirming electronically on the Website that you agree to them.
1.5 In this document, references to we/our/us are to SFS. Any references to you/your are references to you as user of this Website.
1.6 Should you open an Innovative Finance ISA account with SFS (“Shojin IFISA Account”), the Shojin Innovative Finance ISA Terms & Conditions (“IFISA Terms & Conditions”) will also apply to your investment. Where there is any conflict between these Website Terms and Conditions and the IFISA Terms & Conditions, these Website Terms & Conditions will prevail.
2. THE INVESTMENT OPPORTUNITIES
2.1 SFS is a wholly owned subsidiary of Shojin Property Partners Limited ("SPP"). SPP is a specialist property company which identifies, evaluates, lends to, invests in and develops properties (the "Projects" and each a "Project").
2.2 For certain Projects, SPP will identify experienced property developers interested in joining forces with SPP to acquire and develop the relevant property (each a "Developer"). There are also Projects which SPP will undertake by itself.
2.3 For each Project a special purpose vehicle ("SPV") will be established and the ownership structure behind that SPV will change on a Project specific basis.
2.4 SFS seeks to raise funds for investments in various types of Projects. These may include, for example:
(a) where funding is required in addition to senior debt raised from a reputable bank or lending institution. Typically the SPV or the Developer will borrow a percentage of the total amount needed to acquire and fund the development of the property (the "Total Funding Requirement") and funds so borrowed (the "Bank Funding") will be secured by a first legal charge and SFS will raise the remaining Total Funding Requirement which will be secured by a second legal charge;
(b) where a developer requires bridge and/or mezzanine loans at the early stages of the development process; and
(c) where funding is required to hold property with the aim of producing a rental/and or capital return.
2.5 SFS, via this Website, is seeking to raise funding for each Project through:
(a) a subscription for shares in the relevant SPV (an "Equity Investment") by users like you (if certain eligibility criteria are satisfied and the Equity Investment is accepted) OR users like you agreeing to invest in debt securities (such as bonds) issued by the relevant SPV (a "Bond Investment");
(b) a subscription for shares in the relevant SPV by SPP and, in some circumstances, the Developer;
(c) a loan to be entered into between the Investor (as defined in clause 2.6 below) and either the SPV or the Developer; or
(d) SFS may also, via this Website, seek to raise working capital for SPP’s property investment business by the issue of Bonds by SPP.
(together being the "Investments").
2.6 You will only use the Website to see opportunities promoted on the Website with a view to making an investment (an "Investor"). You agree that you will not make any contact with SPP, any SPV, any other Investor, Developer, intermediary, solicitor or valuer concerning any Investment or Project on the Website (other than your own solicitor or professional advisers) without our prior written consent.
2.7 Investors can open a Shojin Account and/or a Shojin ISA Account through the Website. All investments that are not held within an ISA will be made from an Investor’s Shojin Account (as set out in clause 8.1). Investments made in an Innovative Finance ISA which will be made from an Investor’s Shojin IFISA Account. Investment from the Shojin Account or the Shojin IFISA Account can also be made by bank transfer as set out in paragraphs 8 and 9 below.
2.8 You must immediately notify us if you receive information from, or you are otherwise contacted by, any person in relation to a particular Equity Investment, Bond Investment, Project or other Investment outside the Website, or you have a pre-existing relationship with SPP, any SPV, Investor, Developer, or any intermediary, solicitor, law firm, or valuer which you are aware is involved. If any person makes, or attempts to make, contact with you regarding such documents then you must direct them to contact us.
2.9 The information on the Website is designed for investors in the UK, and no such information constitutes an offer or solicitation to anyone in any jurisdiction where such an offer is not lawful or to anyone to whom it is unlawful to make such an offer or solicitation.
2.10 Information obtained by you via the Website and information disclosed directly to you by us or Share In, including, but not limited to, information in relation to SFS, SPP, Share In, a Project, an SPV, a Developer, a lender providing Bank Funding, an Equity Investment, a Bond Investment or other Investment shall be kept strictly confidential by you and used only for the purpose of making an Investment via the Website and shall not be disclosed by you in whole or in part, directly or indirectly to any third party, provided that:
(a) you may disclose such information to any of your employees and professional advisors (if appropriate) for the purpose of working with you in connection with your decision to make an Investment via the Website, so long as you have ensured that such employees and professional advisers have entered into enforceable undertakings with you in terms at least as strict as this clause 2.10 and you agree that such undertakings are enforceable by us and Share In;
(b) such information shall not include any information that:
(i) was in your lawful possession before it was disclosed, without confidentiality restrictions;
(ii) you obtain from a third party on an unrestricted basis other than through breach of these Website Terms & Conditions or breach of any other obligation of confidentiality on you or the third party;
(iii) is provided to you independently of us or Share In and any information received by you from us or Share In; or
(iv) you are required to disclose in accordance with Law (as defined in clause 3.3 below), provided that you give us and Share In as much advance written notice of such requirement as is reasonably practicable in the circumstances.
3. ELIGIBILITY
3.1 To become an Investor you will need to satisfy "know your client" and anti-money laundering checks carried out by SFS and Share In.
3.2 To become an Investor you will also need to comply with all regulatory requirements in relation to the Website and as may be specified for each Project.
3.3 You must provide us and Share In with all information requested, both during the application process and at any other time, and comply with all our identification and anti-money laundering requirements to enable us to comply with all laws, regulations, rules, ordinances, charters, by-laws and regulatory guidance ("Law").
4. WEBSITE ACCOUNT
4.1 On registration to the Website you will be asked to enter your email and password (“Account Details”) and once registered you will be able to access and use the Website in accordance with the Website Terms & Conditions (“Website Account”).
4.2 Each time you seek to access your Website Account, we will check your identity by asking for your Account Details. As long as your correct Account Details are entered, we and Share In will assume that you are the person giving instructions and you will be liable for those instructions unless you notify us in accordance with clause 4.3. You must therefore keep the Account Details secret and secure and make sure that they are not stored in a way that enables others to access them or impersonate you. In addition, if you disclose the Account Details to any person who you authorise to access your Website Account, you are also responsible and liable for any access, use, misuse or disclosure of your Account Details or your Website Account by such person.
4.3 You must notify us immediately if you discover or suspect that the security of your Account Details may have been breached. If we receive such a notification from you or determine ourselves that the security of your Account Details may have been breached, you will not be able to access the Website until measures have been taken to verify your identity.
4.4 We and Share In can refuse to act on any instruction that either of us believe: (i) was unclear; or (ii) was not given by you; or (iii) might cause either or both of us to breach a legal or other duty; or (iv) if we and/or Share In believe the Website is being used for an illegal purpose.
4.5 Unless and until you tell us that you believe that someone else knows the Account Details or can use the Website by impersonating you:
(a) you will be responsible for any instruction which we or Share In receive and act on, even if it was not given by you; and
(b) we and Share In will not be responsible for any unauthorised access to your Website Account or the information available in it.
4.6 While we provide the Website to enable you to invest money, we do not guarantee that there will be opportunities available on the Website.
4.7 If you do not satisfy the "know your client" and anti-money laundering checks carried out by SFS and Share In or if we have refused an Investment from you for any reason or the SPV does not allot any shares to you, we may also decide to notify you that you will only have limited access to your Website Account for a period of 7 days. Upon the expiry of that 7 day period, SFS and Share In may choose to terminate your access to your Website Account and we will have no obligation to store or provide you with access to any information relating to your activity on the Website.
5. SELLING INVESTMENTS AND BULLETIN BOARD
5.1 There is no established secondary market for investments available through the Website and so you should normally expect to hold your investments until the redemption date, or beyond, if there is a significant default on the underlying investments.
5.2 We may provide a “Bulletin Board” on the Website that provides investors the opportunity to post bids and offers to buy and sell investments between themselves. We shall not be required to provide a Bulletin Board and may suspend or withdraw this service at any time at our absolute discretion. We may also apply restrictions on the terms on which investors may utilise the Bulletin Board, including restrictions on the price that can be sought or the timing of Investments being eligible for inclusion on the Bulletin Board. The terms on which a Bulletin Board will be made available will be set out in separate terms and conditions.
5.3 If you find a buyer for your investments (including a buyer that you have identified without using the Bulletin Board), you may sell them by providing us with details of the terms and conditions you have negotiated with the buyer including details of the purchaser, the price to be paid and the number of investments to be sold. If the buyer wishes us to account to them for the investment proceeds, they will need to be registered as an Shojin member (although we shall be able to refuse to accept membership applications at our absolute discretion). We will not be responsible for promoting investments to the seller, but we may provide them with information that has been made available to other investors as a condition of registering the transfer.
5.4 Any payments due to or from you shall be made through your Shojin Account or Shojin IFISA Account in the same way as for investment subscriptions, as set out in clause , except that the transaction shall take place between you and another investor, rather than with an SPV.
6. THE WEBSITE SERVICE
6.1 We and Share In shall not have any duty to disclose to you any information which either of us receive in the course of providing the Website, including but not limited to, information relating to SFS, SPP, Share In, a Project, an SPV, a Developer, a lender providing Bank Funding or any Investment.
6.2 You acknowledge and agree that we and Share In do not provide any financial, accounting, taxation or legal advice in relation to these Website Terms & Conditions, the IFISA Terms & Conditions or any opportunity promoted on the Website. You are solely responsible for making your own independent appraisal and investigation of the risks of making an Investment and you should obtain your own legal, accounting, tax and/or financial advice in relation to such matters, as you consider necessary.
6.3 Except as may be expressly provided herein, nothing in these Website Terms & Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, or to constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
6.4 SFS will not hold any money advanced by you. All payment services undertaken on this Website are carried out by Share In, which is responsible for holding your money in accordance with clause 8 below.
7. PROJECT INFORMATION
7.1 SPP will carry out due diligence on each Project ("Due Diligence") and gather the resulting information for the SPV and us to review for the purpose of deciding whether or not to list a Project on the Website.
7.2 Once the Due Diligence has been satisfactorily completed in relation to the proposed Project, we will arrange for the details of the Project to be published on the Website.
7.3 We may withdraw a Project from the Website at any time before it is fully funded. Should such a withdrawal take place, then any funds advanced by you in relation to an Equity Investment (prior to any allotment of shares in the relevant SPV to you) or relating to a Bond Investment or other Investment will be returned to you together with any accrued interest earned for the period between when you made your investment and when the funds are returned to you. They will then be available either to be applied to a different Investment, or may be withdrawn by you to your Nominated Account pursuant to clause 8.5 below.
8. INVESTMENTS BY SPP AND DEVELOPERS
8.1 SPP and, in some circumstances, a Developer will each acquire shares in the relevant SPV or Bonds (the "SPP Investment" and the "Developer Investment") on terms, and subject to conditions not materially different to the terms and conditions of your Equity Investment or Bond Investment, as the case may be. The amount of these investments for each Project shall be specified in the Project Schedule referred to in each Project.
8.2 The SPP Investment and the Developer Investment will rank behind any Equity Investment or Bond Investment you make to an SPV in the event of a sale of a property where no profits are achieved or where the SPV is wound up.
9. HOW YOUR MONEY AND INVESTMENTS ARE HELD
9.1 Payments must be made from a bank account in your name whose details you provide to us and Share In and which we both have accepted (your “Nominated Account”), into either:
(a) your Shojin Account or Shojin IFISA Account, where subscriptions will be held pending investment; or
(b) the bank account relating to the relevant Investment (the “Project Account”).
9.2 The Shojin Account and the Project Account will be held by and administered by Share In as a client account which is maintained separately from Share In’s own money in accordance with the rules of the FCA. Other than in relation to the payments set out paragraph 8.1(b), Share In will make payments to and receive them from SPVs into your Shojin Account or Shojin IFISA Account on your behalf. Share In maintains records of the individual entitlements of each Investor and SPV for these purposes.
9.3 Share In will pay any fees owing to Shojin, itself and other services providers (if any) out of the Shojin Account or Shojin IFISA Account. Shojin shall not be responsible for the discharge of Share In’s obligations in respect of holding client money under these Website Terms & Conditions.
9.4 Subject to any legal requirements, we or another person selected by us may take over control of the Shojin Account, Shojin IFISA Account or any Project Account at any time provided that we or they have appropriate regulatory permissions to hold client money and you authorise Share In to transfer any monies it holds for you in the Shojin Account, Shojin IFISA Account or Project Account to us or to such other person upon our instructions in those circumstances without seeking your express instruction to do so. We will notify you of any such transfer via the Website.
9.5 You may request any of your cash that has not been allocated to an investment, including investment returns, to be paid back into your Nominated Account. If you wish to change your Nominated Account, you may request to do so by email, providing us with your proposed alternative account. Any alternative account must be in your name and be held with a bank or credit institution that is acceptable to us.
9.6 Payments to you will be made after the deduction of any relevant tax. Regardless of whether we withhold tax, it is your responsibility to account for any taxes that may be payable to the appropriate authorities.
9.7 You can view details of the investments and money in your portfolio through the Website. For reporting purposes, we shall supply the par value and shall not attempt to provide current market valuations.
9.8 The capital, dividend and/or interest repayments that are due to you will be received into your Shojin Account or Shojin IFISA Account (depending on the account from which the Investment was made) and will not be paid out to you or re-invested unless you provide us with express instructions. If balances have sat on your account for a long period of time, we may contact you to seek your instructions.
10. APPLICATION OF MONIES
10.1 To make an Investment, you will need to have transferred a corresponding amount of money:
(a) from your bank account to your Shojin Account or Shojin IFISA Account administered by Share In; or
(b) from your bank account to the relevant Project Account.
10.2 Any Investment will be subject to the satisfaction of "know your client" and anti-money laundering checks referred to in clause 3. If you make a payment to your Shojin Account, Shojin ISA Account or a Project account before the checks referred to in clause 3 are completed, your money will be returned to the Nominated Account from which the payment was made.
10.3 In relation to paragraph 9.1(a), you can transfer the investment amount to your Shojin Account or Shojin IFISA Account before the payment is made to the Project Account. Alternatively, if you already have money available in your Shojin Account or Shojin IFISA Account then you may choose to use that money to make an Investment. In this case, Share In will arrange for the payment of money which corresponds to the amount of money you are investing as part of your Investment to the relevant Project Account. Share In will then reduce the amount of money you hold in your Shojin Account or Shojin IFISA Account accordingly.
10.4 In relation to paragraph 9.1(b), when you commit to making the Investment through the Website you will be provided with the bank account details relating to the Project Account by email. You will then have five business days to make the payment from your bank account to the relevant Project Account (“Payment Period”). When your payment is received into the relevant Project Account, you will receive an email confirming that the payment has been received and you have made the Investment. If you do not make this payment during the Payment Period, your Investment will be cancelled. Please note that, depending on your bank’s payment processes, your payment may take between a few hours and five business days to arrive into the Project Account. If your payment is received into the Project Account after the Payment Period, your funds will not be invested and instead will be transferred to your Shojin Account or Shojin IFISA Account.
10.5 To make a Bond Investment from your Shojin IFISA Account, you will need to choose to allocate all or part of the funds in your Shojin IFISA Account to make the Bond Investment. In this case, Share In will arrange for the payment of money which corresponds to the funds you are lending as your Bond Investment to be made directly to the relevant Project Account.
10.6 For a period of 14 days following the date on which you make your Equity Investment or Bond Investment, you will be entitled to withdraw the amount invested in accordance with the cooling off period set out in clause 11 below.
10.7 Whenever money is paid back to you as a result of your use of this Website (whether by way of a cancellation or any payment of capital or interest) then that money will be transferred into a client account operated by Share In and that same amount will either be credited into your Shojin Account or your Shojin IFISA Account. When your Shojin Account has money available you may choose to transfer that amount into your Nominated Account, subject to clause 8.5 above, or retain it in the Shojin Account or Shojin IFISA Account pending making a new Investment. Any money in your Shojin IFISA Account may be transferred in accordance with the IFISA Terms and Conditions.
10.8 No interest will be earned by you on monies received or held by Share In whilst they are in your Shojin Account or your Shojin IFISA Account. Shojin or Share In may also retain a payment representing interest on money held in the Shojin Account or Shojin IFISA Account. Once you have invested into a Project, subject to clause 11.3 below, your investment will earn interest at a rate set out in the investment documents relating to the particular Project until the Project begins, which will usually be when the fund raising has been completed, but in some cases it may begin earlier if the Project has been underwritten.
10.9 We may, at our complete discretion, accept or reject an Investment for any reason at any time. Investments that are accepted will be accepted in the chronological order in which they are validly received.
10.10 If for any reason a Project does not commence, then the money that would have been invested will be returned to your Shojin Account or Shojin IFISA Account. This money will then be available either to be applied to a different Investment or you may choose to transfer this money into your Nominated Account, subject to clause 8.5 above and, (where applicable) the IFISA Terms and Conditions.
11. WARRANTIES AND REPRESENTATIONS
11.1 By agreeing to these Website Terms & Conditions, you represent and warrant to us and Share In that:
(a) you understand and acknowledge that we and Share In do not warrant that use of any of the documents supplied as part of the Website are suitable or appropriate for your needs and that you must take your own independent legal and other advice on the terms of such documents;
(b) you are entering into these Website Terms & Conditions as principal and not on behalf of any third party;
(c) you will not violate any applicable Laws by entering into these Website Terms & Conditions;
(d) you understand and acknowledge that while we and Share In make reasonable endeavours to ensure the accuracy of the information that we and Share In provide, and which in turn, is provided to you, neither we, Share In nor any of our or Share In’s directors, employees or agents make any representation or warranty, express or implied, as to the accuracy or completeness of such information;
(e) you will not use the information posted on the Website for any purpose other than researching Projects listed on the Website and making Investments; and
(f) any information provided by you to us or Share In ("Account Information") is complete, accurate and up to date.
12. COOLING OFF PERIOD
12.1 You may exercise your right to withdraw a subscription for an Investment in the 14-day period which follows your decision to subscribe for an Investment by sending an email to info@shojin.co.uk.
12.2 If you exercise your withdrawal rights in accordance with clause 11.1 above, any money which is being held in connection with an Investment will be returned either to the account the Investment was made from (i.e. either your Shojin Account or Shojin IFISA Account) so that you may use it to make another investment. You may also withdraw some or all of the money from your Shojin Account or Shojin IFISA Account to your Nominated Account in accordance with clause 8.5 above and, (where applicable) the IFISA Terms and Conditions.
12.3 If you exercise your withdrawal rights in accordance with clauses 11.1 and 11.2 above, you will not be entitled to any interest pursuant to the terms of clause 9.7 above.
13. DISCLAIMERS
13.1 The Website is provided "as is”. Neither we, Share In nor any of our or Share In’s officers, directors, employees or agents make representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the Website, including any warranty that the Website or any part or use of it will be uninterrupted, error free or free of harmful components, or that any information will be secure, accurate, timely, up-to-date, reliable or not otherwise lost or damaged. Except to the extent prohibited by law, we and Share In exclude all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade.
13.2 You acknowledge that you understand and accept that the Website operates as a Website intended to introduce Investors to the Investments promoted on it. You are responsible for making your own assessment of the viability of each Investment. If you are in doubt or require any assistance in making such an assessment, you should consult professional advisors.
14. WEBSITE USAGE
14.1 All the Intellectual Property Rights (as defined below) in the Website and the information on the Website provided by us to you (excluding your Account Information) shall vest and remain vested in us or the third party owners. For the purposes of these Website Terms & Conditions, "Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semi-conductor topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
14.2 You may not make a copy of or reproduce any information from the Website in any form. You may not reproduce or incorporate any information or content from the Website into any other website or material. You may only print, display or download temporary copies of the content to your own computer for your own use in accordance with these Website Terms & Conditions.
14.3 You obtain no rights from us, Share In or our licensors, including any rights related in or related to any Intellectual Property Rights.
14.4 You will not assert, nor will you authorise, assist, or encourage any third party to assert, against us, Share In or our or Share In’s licensors, any patent infringement or other Intellectual Property Rights infringement claim regarding the Website.
14.5 You are solely responsible for your Account Information. You may not post, transmit, or share Account Information on the Website or otherwise that you did not create or that you do not have permission to display, publish or post. You understand and agree that we may, but are not obligated to, review the Website and may delete or remove (without notice) any Account Information in our sole and absolute discretion, for any reason or no reason, including without limitation Account Information that in our own absolute discretion violates any provision(s) of these Website Terms & Conditions. You are solely responsible at your own cost and expense for creating backup copies and replacing any Account Information.
14.6 You undertake not to:
(a) use the Website to:
(i) obtain information of other Investors by electronic or other means for the purposes of sending unsolicited communications or inviting any person to invest outside the Website;
(ii) create a database (electronic or otherwise) that includes information downloaded or otherwise obtained from the Website except to the extent expressly permitted under these Website Terms & Conditions;
(iii) transmit or re-circulate any information obtained from the Website to any third party;
(b) use the Website in any unlawful manner or in any other manner that could damage, disable, overload or impair the Website or the servers on which it is hosted;
(c) use automated scripts to collect information from or otherwise interact with the Website;
(d) register on the Website more than once or register on the Website on behalf of an individual other than yourself, or register on the Website on behalf of any entity without that entity’s prior written authorisation;
(e) impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age, your financial employment or personal circumstances or your affiliation with any person or entity;
(f) use or attempt to use another person’s Website Account without authorisation from us, or create a false identity in relation to the Website;
(g) use the Website in such a way so as to remove the copyright or trade mark notice(s) from any copies of any information made in accordance with these Website Terms & Conditions.
14.7 When you provide your Account Information, you authorise and direct us and Share In to make such copies of it as we or Share In consider necessary in order to facilitate the storage of the Account Information in relation to the Website. We agree to hold your Account Information and any other personal data in accordance with applicable data protection legislation and our Privacy Policy displayed on the Website as updated from time to time (the “Privacy Policy”).
14.8 You agree to indemnify and hold each other user of the Website, us, our subsidiaries and affiliates, and each of our directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable legal fees and expenses, and all registration fees and duties, arising out of or in connection with:
(a) any of your Account Information;
(b) your Investments or any other use of the Website;
(c) your conduct in connection with the Website;
(d) any breach by you of these Website Terms & Conditions, IF ISA Terms & Conditions or the infringement of any Intellectual Property Rights or other rights of any third party.
14.9 The Website is not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to Law.
15. LIABILITY
15.1 You shall be liable to us and Share In for any loss or damage suffered by us or Share In as a result of your breach of these Website Terms & Conditions or the IF ISA Terms & Conditions or for your negligence or willful misconduct.
15.2 We and Share In shall only be liable to you for any loss or damage which results directly from our breach of these Website Terms & Conditions, or our negligence, fraud or wilful misconduct.
15.3 Whilst SFS and Share In take every care to ensure that the standard of the Website remains high and to maintain the continuity of it, the Internet is not always a stable medium, and errors, omissions, interruptions of service and delays may occur at any time. As a result, we and Share In do not accept any ongoing obligation or responsibility to operate the Website (or any particular part of it).
15.4 Our and Share In’s liability to you in respect of these Website Terms & Conditions shall be limited to the amount invested in the relevant Investments by you through the Website.
15.5 We and Share In will not be liable for any indirect, incidental, special, punitive or consequential damages, loss of business, loss of profits, loss or corruption of data, loss of goodwill or reputation caused by any act or omission by us under these Website Terms & Conditions.
15.6 Nothing in these Website Terms & Conditions shall limit any party’s liability for personal injury or death, or for any other liability which may not be excluded by Law.
15.7 No party shall be liable for any failure or delay in the performance of any obligation under these Website Terms & Conditions (except any payment obligation) by reason of any cause beyond that party’s reasonable control.
16. CHANGES TO THESE WEBSITE TERMS & CONDITIONS
16.1 We may amend these Website Terms & Conditions by giving you notice in accordance with clause 18.1.
16.2 We will only make changes:
(a) where required to do so by Law; or
(b) to improve the clarity of these Website Terms & Conditions but on terms no less favourable to you than the previous wording; or
(c) to introduce new products or services.
17. REGULATORY PROVISIONS
17.1 We and Share In have classified you as a Retail Client for the purposes of the FCA Handbook of rules and guidance (the “FCA Rules”) and will provide services to you on that basis. You may request re-categorisation under the FCA Rules, but any such re-categorisation will be conditional upon you meeting certain tests required by the FCA. If you are re-categorised as a professional client it may mean that there will be limitations to the client protections you are provided with. If you require information about being reclassified as a professional client please contact us at info@shojin.co.uk.
17.2 We shall provide best execution in accordance with the FCA Rules. By entering into an investment you confirm that you have reviewed our Best Execution Policy which is available on the Website and acknowledge that you consent to this Best Execution Policy. We may revise our Best Execution Policy from time to time and provide you with a copy of the revised policy.
17.3 Transactions in investments will take place through the Website and, therefore, for regulatory purposes we must obtain your consent to effecting transactions outside a Trading Venue (as defined in the FCA Rules). In this respect, by entering into these Website Terms & Conditions you consent to us and Share In effecting transactions outside a Trading Venue.
17.4 We and Share In are required to have arrangements in place to identify and manage conflicts of interest, both between each of us and our clients and between our different clients. We and Share In each have a Conflicts of Interest Policy in place which identifies those situations giving rise to actual or potential conflicts of interest and which provides details of how such conflicts are managed. If the arrangements under each of our Conflicts of Interest Policies are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of the client will be prevented, then we and/or Share In will disclose sufficient details of the actual or potential conflict to any clients affected in order to enable them to take an informed decision as to whether to continue to deal with us and/or Share In notwithstanding the existence of such conflict.
18. COMPLAINTS
18.1 If you want to make a complaint about us you can email complaints@shojin.co.uk, with brief details of your complaint and details of your Website Account. We will then investigate and send you an initial response, having had access to an officer with the authority to settle the complaint (including, where appropriate, an offer of redress). We aim to resolve complaints by close of business on the third business day after the complaint is received. If the complaint is not resolved by close of business on the fifth business bay after the complaint is received or if you are not satisfied by our response, you may contact our Legal Officer, who will respond by email within a further ten business days.
18.2 If you want to make a complaint about Share In you can email Team@ShareIn.com with brief details of your complaint and details of your Website Account. Share In has established procedures for dealing with complaints in accordance with the FCA’s rules. Please contact Sharer In if you would like a copy of its complaints handling policy.
18.3 If you are unhappy with the outcome of a complaint, you may have the right to contract the Financial Ombudsman Service at:
The Financial Ombudsman Service
Exchange Tower
London E14 9SR
Tel: 0800 023 4567
Email: complaint.info@financial-ombudsman.org.uk
18.4 You can also make a complaint through the European Commission’s Online Dispute Resolution Platform (the “ODR Platform”), which can be accessed here. The ODR Platform can be used for resolving your dispute. Through this platform you can submit a complaint by filling in an electronic form.
18.5 Both SFS and Share In are covered by the Financial Services Compensation Scheme ("FSCS"). The FSCS can pay compensation if SFS or Share In cannot meet an obligation owed to an Eligible Claimant. The current compensation limit is eighty five thousand pounds Sterling (£85,000) in respect of investment business. Please note that any money you invest in an Investment is not covered by the FSCS. Further information about the FSCS (including the amounts covered and eligibility to claim) is available at www.fscs.org.uk or call 0800 678 1100.
19. NOTICES
19.1 Any communication given to us shall be deemed to have been received only on actual receipt by us when sent to us, or actual receipt by Share In when sent to Share In.
19.2 Any notice or other communication given to a party under or in connection with these Website Terms & Conditions shall be:
(a) in writing;
(b) delivered into your Website Account or on the Website, by hand, by pre-paid first-class post or other next working day delivery service or sent by email; and
(c) deemed to have been received:
(i) if delivered into your Website Account or on the Website, when it has been placed into the Website Account;
(ii) if delivered by hand, at the time it is left at the relevant address;
(iii) if posted by pre-paid first-class post or other next working day delivery service, on the second business day after posting; and
(iv) if sent by email, when received.
20. GENERAL
20.1 The records kept by us and Share In in the Website shall be conclusive of the facts and matters they purport to record except where there is an obvious mistake.
20.2 Save for the rights of us or SPP or our respective officers, directors, employees, or agents, nothing in these Website Terms & Conditions is intended to confer any benefit on any person who is not a party, and no third party shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms. We shall be entitled to enforce the terms of these Website Terms & Conditions on behalf of our or SPP's respective officers, directors, employees and agents.
20.3 If any part of these Website Terms & Conditions is found to be illegal, invalid or unenforceable by any court of competent jurisdiction or regulatory authority, the remainder shall continue in full force and effect.
20.4 In the event of our insolvency, Share In will continue to hold your money pending investment, but will not facilitate any new Investments. Share In will notify you of changes to reporting requirements in such event.
20.5 In the event of Share In's insolvency, we shall attempt to find an alternative services provider to enable the continued provision of the services to Investors.
20.6 The rights and remedies provided under these Website Terms & Conditions are in addition to any rights and remedies available at Law.
20.7 No single or partial exercise, or failure or delay in exercising any right, power or remedy by either you or us shall constitute a waiver by us of, or preclude any further exercise of, that or any right, power or remedy arising under these Website Terms & Conditions or otherwise.
20.8 The provisions of these Website Terms & Conditions are personal to you.
20.9 You shall not be entitled to assign or transfer any of your rights or obligations under these Website Terms & Conditions however we or Share In may assign our respective rights and obligations under these Website Terms & Conditions.
20.10 These Website Terms & Conditions are governed by English law and the courts of England and Wales will have exclusive jurisdiction to settle any disputes that may arise in relation thereto, provided that we and Share In retain the right to bring proceedings against you for a breach of these Website Terms & Conditions in your country of residence or any other relevant country.