WEBSITE TERMS & CONDITIONS

1. INTRODUCTION

1.1 Please read these terms and conditions carefully as they state how 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”). ”). This Website makes use of the MANGOPAY application programming interface operated by MANGOPAY S.A. (“MANGOPAY”) (which is approved as an electronic money institution by the Luxembourg Financial Sector Supervisory Commission). By accepting our Website Terms & Conditions you also accept MANGOPAY’s terms and conditions, which are set out here. Funds received by MANGOPAY are safeguarded in a ring-fenced account opened and segregated from MANGOPAY’s own funds.

1.2 These Website Terms & Conditions will govern the use of the services provided through the Website operated at www.shojin.co.uk by 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 is therefore subject to the FCA’s rules in its dealings with you.

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.

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, invests in and develops properties which satisfy certain criteria (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 For each Project, in order for there to be sufficient funds to acquire and fund the development of that property (the “Total Funding Requirement”), the SPV or the Developer will typically borrow 70 per cent of the Total Funding Requirement from a reputable bank or lending institution and funds so borrowed will be secured against the property in favour of the lending bank (the “Bank Funding”).

2.5 SFS, via this Website, is seeking to fund the remaining Total Funding Requirement 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”); and

(b) a subscription for shares in the relevant SPV by SPP and, in some circumstances, the Developer

(together being the “Private Funding”).

2.6 You will only use the Website to see Projects with a view to making an investment in relation to the relevant SPV (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 Equity Investment, Bond Investment or Project on the Website (other than your own solicitor or professional advisers) without our prior written consent.

2.7 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 or Project 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.

2.8 The information on the Website is not intended for use outside 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.

2.9 Information obtained by you via the Website and information disclosed directly to you by us, including, but not limited to, information in relation to SFS, SPP, a Project, an SPV, a Developer, a lender providing Bank Funding, an Equity Investment or a Bond Investment shall be kept strictly confidential by you and used only for the purpose of making an Equity Investment or a Bond 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 Equity Investment or a Bond 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 2.9 and you agree that such undertakings are enforceable by us;

(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 and any information received by you from us; or

(iv) you are required to disclose in accordance with Law (as defined in clause 3.3 below), provided that you give us 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 on our behalf by MANGOPAY.

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 MANGOPAY with all information requested during the application process and subsequently 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 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 can refuse to act on any instruction that we believe: (i) was unclear; or (ii) was not given by you; or (iii) might cause us to breach a legal or other duty; or (iv) if we 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 receive and act on, even if it was not given by you; and

(b) we 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 Projects available on the Website.

4.7 If you do not satisfy the “know your client” and anti-money laundering checks carried out by MANGOPAY on our behalf or if we have refused an Equity Investment or a Bond 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, we 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. THE WEBSITE SERVICE

5.1 We shall not have any duty to disclose to you any information which we receive in the course of providing the Website, including but not limited to, information relating to SFS, SPP, a Project, an SPV, a Developer, a lender providing Bank Funding, an Equity Investment or a Bond Investment.

5.2 You acknowledge and agree that we do not provide any financial, accounting, taxation or legal advice in relation to these Website Terms & Conditions or any Project. You are solely responsible for making your own independent appraisal and investigation of the risks of making an Equity Investment or a Bond Investment and you should obtain your own legal, accounting, tax and/or financial advice in relation to such matters, as you consider necessary.

5.3 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.

5.4 SFS will not hold any money advanced by you. All payment services undertaken on this Website are carried out by MANGOPAY, which is responsible for the provision of payment services through this Website and for maintaining an “Electronic Wallet” through which payments on the Website are made and received.

6. PROJECT INFORMATION

6.1 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.

6.2 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.

6.3 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 will be returned to your Electronic Wallet together with any accrued interest that has been earnt for the period between when you made your investment and when the project was withdrawn. It will then be available either to be applied to a different Equity Investment or Bond Investment, or may be withdrawn by you to your nominated bank account, subject to MANGOPAY’s terms and conditions.

7. INVESTMENTS BY SPP AND DEVELOPERS

7.1 SPP and, in some circumstances, the Developer will each acquire shares in the relevant SPV (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.

7.2 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.

8. APPLICATION OF MONIES

8.1 To make an Equity Investment or a Bond Investment, you will need to have transferred a corresponding amount of money from your bank to your Electronic Wallet administered by MANGOPAY, which will be subject to the satisfaction of “know your client” and anti-money laundering checks referred to in clause 8.5, before you can transfer it from your Electronic Wallet to the account for the relevant Project. Alternatively, if you already have e-money available in your Electronic Wallet then you may choose to use that e-money to make an Equity Investment or Bond Investment. In this case, MANGOPAY will arrange for the payment of money which corresponds to the amount of e-money you are lending as part of your Equity Investment or Bond Investment, as the case may be, to be made directly to the relevant Project. MANGOPAY will then reduce the amount of e-money you hold in your Electronic Wallet accordingly.

8.2 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 10 below.

8.3 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 segregated client account operated by MANGOPAY and that same amount will be credited as e-money into your Electronic Wallet. When you have e-money in your Electronic Wallet you may choose to transfer that amount into your nominated bank account, subject to MANGOPAY’s terms and conditions or retain it in the Electronic Wallet pending making a new Equity Investment or Bond Investment.

8.4 No interest will be earned by you on monies received or held by MANGOPAY whilst they are in your Wallet. Once you have invested into a project, your investment will earn an interest rate of 5% per annum equivalent until the project begins, which will usually be when the funding has completed, but in some cases it may begin earlier if the project has been underwritten by Shojin Property Partners.

8.5 Equity Investments and Bond Investments will only be valid once all “know your client” checks and anti-money laundering checks have been satisfactorily completed.

8.6 We may, at our complete discretion, accept or reject an Equity Investment or Bond Investment for any reason at any time. Investments that are accepted will be accepted in the chronological order in which they are validly received.

8.7 If for any reason a Project does not commence, then the subscription monies relating to any Equity Investment (prior to any allotment of shares in the relevant SPV to you) or the investment amount relating to any Bond Investment will be returned to your Electronic Wallet. They will then be available either to be applied to a different Equity Investment or Bond Investment or you may choose to transfer them into your nominated bank account, subject to MANGOPAY’s terms and conditions.

9. WARRANTIES AND REPRESENTATIONS

9.1 By agreeing to these Website Terms & Conditions, you represent and warrant to us that:

  1. you understand and acknowledge that we 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;
  2. you are entering into these Website Terms & Conditions as principal and not on behalf of any third party;
  3. you will not violate any applicable Laws by entering into these Website Terms & Conditions;
  4. you understand and acknowledge that while we make reasonable endeavours to ensure the accuracy of the information that we provide, and which in turn, is provided to you, neither we nor any of our directors, employees or agents make any representation or warranty, express or implied, as to the accuracy or completeness of such information;
  5. you will not use the information posted on the Website for any purpose other than researching Projects listed on the Website and making Equity Investments or Bond Investments; and
  6. any information provided by you to us (“Account Information”) is complete, accurate and up to date.

10. COOLING OFF PERIOD

10.1 You may exercise your right to withdraw a subscription for an Equity Investment or a Bond Investment in the 14-day period which follows your decision to subscribe for an Equity Investment or Bond Investment by sending an email to contact@shojin.co.uk.

10.2 If you exercise your withdrawal rights in accordance with clause 10.1 above, any money which is being held in connection with the Equity Investment or Bond Investment, as the case may be, will be returned as e-money to your Electronic Wallet so that you may use it to make another investment. You may also withdraw some or all of the e-money from your Electronic Wallet to your nominated bank account, in accordance with the terms and conditions of MANGOPAY.

10.3 If you exercise your withdrawal rights in accordance with clauses 10.1 and 10.2 above, you forfeit your rights to any interest that has been earned, in accordance with clause 8.4.

11. DISCLAIMERS

11.1 The Website is provided “as is”. Neither we nor our 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 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.

11.2 You acknowledge that you understand and accept that the Website operates as a Website intended to introduce Investors to the Projects and the relevant SPVs. You are responsible for making your own assessment of the viability of each Project. If you are in doubt or require any assistance in making such an assessment, you should consult professional advisors.

12. WEBSITE USAGE

12.1 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.

12.2 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 web site 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.

12.3 You obtain no rights from us or our licensors, including any rights related in or related to any Intellectual Property Rights.

12.4 You will not assert, nor will you authorise, assist, or encourage any third party to assert, against us or our licensors, any patent infringement or other Intellectual Property Rights infringement claim regarding the Website.

12.5 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.

12.6 You undertake not to:

(a) use the Website to:

(i) obtain information of other Website 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.

12.7 When you provide your Account Information, you authorise and direct us to make such copies of it as we consider necessary in order to facilitate the storage of the Account Information in relation to the Website. You automatically grant, and you represent and warrant that you have the right to grant to us an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, reformat, translate, excerpt (in whole or in part) such Account Information for any purpose on or in connection with the Website. You acknowledge that we may retain archived copies of your Account Information.

12.8 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 Equity Investments, Bond 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 or the infringement of any Intellectual Property Rights or other rights of any third party.

12.9 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.

13. LIABILITY

13.1 You shall be liable to us for any loss or damage suffered by us as a result of your breach of these Website Terms & Conditions or for your negligence or willful misconduct.

13.2 We 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 willful misconduct.

13.3 Whilst SFS takes 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 do not accept any ongoing obligation or responsibility to operate the Website (or any particular part of it).

13.4 Our liability to you in respect of these Website Terms & Conditions shall be limited to the amount invested in the relevant Project by you.

13.5 We 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.

13.6 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.

13.7 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.

14. CHANGES TO THESE WEBSITE TERMS & CONDITIONS

14.1 We may amend these Website Terms & Conditions by giving you notice in accordance with clause 16.1

14.2 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.

15. COMPLAINTS

15.1 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 Day 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.

15.2 If you are unhappy with our response, you may have the right to contract the Financial Ombudsman Service at:

The Financial Ombudsman Service Exchange Tower London E14 9SR

Tel: 080 0023 4567

Email: complaint.info@financial-ombudsman.org.uk

15.3 You can also make a complaint through the European Commission’s Online Dispute Resolution Platform (the “ODR Platform”), which can be accessed at https://ec.europa.eu/consumers/odr/. The ODR Platform can be used for resolving your dispute. Through this platform you can submit a complaint by filling in an electronic form.

15.4 SFS is covered by the Financial Services Compensation Scheme (“FSCS”). The FSCS can pay compensation if SFS or any third party bank cannot meet an obligation owed to an Eligible Claimant. The current compensation limit is fifty thousand pounds Sterling (£50,000) in respect of investment business. Please note that any money you invest as either an Equity Investment or Bond 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.

16. NOTICES

16.1 We may also (where allowed to do so by Law) communicate with you by posting information in your Website Account or on the Website, in which case the information will be treated as received by you when it is posted by us. We may also contact you at the postal or email address you provide us with on registration of your Website Account.

16.2 Any communication given to us shall be deemed to have been received only on actual receipt by us.

16.3 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 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 by hand, at the time it is left at the relevant address;

(ii) if posted by pre-paid first-class post or other next working day delivery service, on the second Business Day after posting; and

(iii) if sent by email, when received.

17. GENERAL

17.1 The records kept by us in the Website shall be conclusive of the facts and matters they purport to record except where there is an obvious mistake.

17.2 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.

17.3 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.

17.4 The rights and remedies provided under these Website Terms & Conditions are in addition to any rights and remedies available at Law.

17.5 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.

17.6 The provisions of these Website Terms & Conditions are personal to you.

17.7 You shall not be entitled to assign or transfer any of your rights or obligations under these Website Terms & Conditions however we may assign our respective rights and obligations under these Website Terms & Conditions.

17.8 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 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.

V2.0 Last updated on 18 September 2017

Your capital is at risk. Please refer to Key Risks. for further details.