Important notice

Aprirose Investor Terms and Conditions

1. Definitions
• "Account" means your account with Aprirose through which you are able to place orders for Investments and view status of all existing investments.
• "FCA Rules" means the rules and guidance of the Financial Conduct Authority.
• "FSCS" means the Financial Services Compensation Scheme.
• "Information Memorandum" means the information memorandum for the Investment that is available to Investors on the Website prior to investing and which will include a listing of the key risks associated with the Investment.
• "Investments" means equity share investments in the Investment Vehicles available for subscription by Members through the Website.
• "Nominated Account" has the meaning given to it in clause 8.3.
• "Member" means a person that has been accepted to invest in Investments through the Aprirose platform.
• "ShareIn" means Share In Ltd.
• "Terms and Conditions" means these terms and conditions.
• "Aprirose" "we" "us" means Aprirose Limited.
• "Website" means https://www.aprirose.com/
2. What is Aprirose?

2.1    Aprirose is Aprirose Limited, Company Number 02135425 with registered office at 1st floor, 88 Baker Street, London, W1U 6TQ.

2.2    Aprirose service is only available to investors that become Members through the Website and establish an account. We provide a platform that enables Members to apply to invest in selected real estate investment opportunities.

2.3    If you are eligible for Membership, you can invest through our Website and set up an account. Any monies in your Account (for example, monies you have paid pending investment or income received from an Investment) will be held as client money by ShareIn pursuant to clause 8. ShareIn is authorised and regulated by the Financial Conduct Authority to hold client money under firm reference number 603332 and is a party to these Terms and Conditions. You can verify ShareIn's authorisation status on the Financial Services Register at https://register.fca.org.uk.

2.4    All Members are bound by these Terms and Conditions in relation to their use of the Website and Account. Users of the Website who are not Members will be bound by these Terms and Conditions insofar as they are capable of application to non-Members.

2.5    By using the Website, you confirm that you have read, understood, and agree to these Terms and Conditions, the Website terms and conditions, our Privacy and Cookies Policy, each as amended from time to time. If you do not agree to the Terms and Conditions, you must stop using the Website and/or your Account immediately.

3. Becoming a Member

3.1    In order to invest through the Website, you will need to become a Member by setting up an Account. You will only be eligible to become a Member if you are at least 18 years old, and fall within certain categories of investor who are permitted under FCA Rules to buy unlisted shares. This means you will be required to certify that one of the following applies to you:

a. Per se professional client

b. Elective professional client

c. Per se eligible counterparty

d. Elective eligible counterparty

Full definitions of each of the above categories will be made available to users of the platform as part of the Member registration journey.

3.2    We may reject applications to become a Member on any grounds as we see fit, which may include your knowledge and understanding of investing and your capacity to be bound by these Terms and Conditions. You agree to provide us with any information and supporting evidence we may require in order to assess your application and carry out our identity and fraud checks. If you do not provide this information or evidence, we may reject your application or suspend your Membership (as the case may be).

4. Accessing your Account

4.1    Membership of the Aprirose platform is personal to you, and you should only use your Account for your own investment activities. In particular, you must not use your Account to invest on behalf of other people or allow other people to access your Account.

4.2    You will be required to provide personal details and a password to register as a Member and to access your Account. Your registration details and password are how we identify you and you must keep them secure at all times.

4.3    You are responsible for any activity on your Account using your registration and password details. You must notify us immediately if you suspect that someone else has had access to your Account or the security of your Account has otherwise been compromised.

4.4    We do not have to act on any instruction where we suspect that the person logged into your Account is not you or we suspect any illegal or fraudulent activity.

4.5    You agree not to adapt or circumvent the systems in place in connection with the Website, nor access our systems other than by using the credentials assigned to you and by following the instructions that we have provided.

5. No advice

5.1    We do not provide any investment advice, legal advice, or tax advice. In particular, we will not assess whether an Investment is suitable for you in light of your personal circumstances and you are responsible for making your own investment decisions.

5.2    If you are in any doubt about your personal circumstances or whether to make an Investment, it is important that you seek advice from an appropriately qualified professional adviser.

6. Buying Investments

6.1    To subscribe for the Investment, you will need to be a Member and submit an application through the Website specifying the value of the Investment you wish to make and place funds in your Account as set out in clause 8.

6.2    We may refuse an application to subscribe for an Investment at our discretion. Reasons for refusal may include (but are not limited to) your failure to satisfy any eligibility criteria for the Investment, you do not have the requisite knowledge and experience to make the investment, we suspect that you may be using your Account in connection with any unlawful activity or because the Investment is over or under-subscribed.

6.3    We may set a fundraising target that we are looking to raise from Members. We do not aggregate your investment orders with any other clients. Investments are usually allocated on a first-come-first-served basis based on when the full investment payment has been received. If it is not possible to allocate Investments to you for any reason, your investment payment will remain in your Account for future investment activity unless you instruct us otherwise.

6.4    Any indication of available capacity on any investment on the Website platform is merely indicative of share applications received and does not guarantee that the investment opportunity will still be available by the time you have completed your investment payment.

6.5    All Investments will be governed by the terms of the investment documentation you are required to acknowledge as part of your application to invest. To the extent that there are any inconsistencies between these documents and these Terms and Conditions, the provisions of any document that is specific to the Investment shall prevail.

7. Completion of your Investments

7.1    If your application to make an Investment is accepted, we will request that you fund your Account with the investment monies if you have not already done so. You must transfer the full amount of your investment within 24 hours of the request being sent to you (the “Payment Period”) unless you notify us otherwise (as contemplated in clause 7.3) before the expiry of the Payment Period. Without detracting from clause 7.3, your order for investment is deemed to be complete once your investment monies have been received and the Payment Period has expired.

7.2    Your investment monies shall be debited from your Account and the corresponding Investments shall be registered directly in your name. We will send you a confirmation of the transaction. Any investment monies not allocated to Investments shall remain in your Account awaiting your further instructions.

7.3    You may cancel your application without penalty at any time prior to the Investment being issued. If you fail to make payment by the expiry of the Payment Period specified in clause 7.1, we may cancel your application. If you make payment after the expiry of the Payment Period and an allocation for that Investment is still available, we will continue with your investment.

8. How is your cash held

8.1    Aprirose does not hold client money on your behalf. Instead, any cash in your Account will be held as client money by ShareIn as part of the services provided to support the Aprirose platform. This means that your cash will be held in an omnibus client account maintained separately from ShareIn's own money in accordance with FCA Rules. Your money will be held in the same account as money belonging to other clients of ShareIn.

8.2    ShareIn will make payments to and receive payments from Aprirose on your behalf. ShareIn maintains records of the individual entitlements of each Member for these purposes. Aprirose shall not be responsible for the discharge of ShareIn's obligations in respect of holding and administering client money under these Terms and Conditions.

8.3    You may only pay funds into your Account from an account in your name (your "Nominated Account"). If you wish to change your Nominated Account, you may request to do so via the Website.

8.4    You may request that any cash which has not been allocated to an Investment, including investment returns, is paid back into your Nominated Account. Alternatively, you can keep your cash balance in your Account in order to make further investment in Aprirose.

8.5    No interest is payable to you on money held in your Account. You agree that ShareIn is entitled to any interest which is earned on the cash it holds for you.

8.6    If balances have sat on your Account for a long period of time, we or ShareIn may contact you to seek your instructions.

8.7    If we elect to hold client money relating to Aprirose, or if we (in our discretion) select a third party to hold client money relating to Aprirose, in place of ShareIn, we or such third party selected by us may (in our or their regulatory capacity) take over control of cash held in your Account at any time provided that we or the other person has appropriate regulatory permissions to hold client money. In these circumstances, you authorise ShareIn to transfer your cash to us or the relevant third party upon our instructions and without seeking your express instruction to do so. We will notify you of any such transfer through your dashboard on the Website. The person that takes over control of your monies shall do so in accordance with the provisions in these Terms and Conditions applicable to ShareIn. Any such change of control of your monies will not affect your ownership of such monies or of your Investments.

9. How will I receive income from my Investments?

9.1    Any capital, dividends or interest repayments arising from your Investments will be credited to your Account and held by ShareIn in accordance with section 8. Cash in your Account will not be paid out to your Nominated Account or reinvested unless you have given express instructions to do so.

9.2    Preference share dividends are taxable on the same basis as ordinary dividends. Any payments to you will be made after deduction of any relevant tax. Regardless of whether we withhold tax, it is your responsibility to account for any taxes that may be payable on such payments.

10. How are my Investments held?

10.1    Investments you make or subscribe for will be directly registered in your name. Neither we nor ShareIn will hold Investments on your behalf and any certificate representing your Investments will be issued and sent to you directly through your Account.

10.2    Your Investments will generally have limited voting rights attached to them, but any voting rights you have will be set out in the relevant Information Memorandum. Where and if relevant, you are responsible for exercising any voting rights arising from your Investments.

11. Checking your portfolio

11.1    You can view details of the Investments and money in your portfolio at any time through your Account on the Website platform.

11.2    You should check your Account regularly and contact us as soon as possible if you think there is any error on it.

12. Your personal data

12.1    We will use your personal data in accordance with our Privacy Policy in order to provide our services to you which can be found here: https://www.aprirose.com/. By agreeing to these Terms and Conditions, you agree to us using your data in this way.

12.2    In some instances, ShareIn and Aprirose will act as independent data controllers, and in other instances ShareIn acts as data processor. Details are set out in our Privacy Policy.

12.3    In order to become a Member of the Website platform, we are required by law to carry out certain identity and fraud checks on you. This may involve us transferring your personal data to third party agencies which we use to carry out these checks. We will only share personal data that we need to in order to complete these checks. See our Privacy Policy for more information.

12.4    If you ask us to stop using your personal data in this way, we will begin the process to end our agreement. We may keep your personal data after ending our agreement for legal or regulatory purposes, as outlined in our Privacy Policy.

13. Termination

13.1    If you no longer want to be a Member, provided that you have no Investments with us you can let us know by email and we will end your Membership straight away.

13.2    We may terminate your Membership in respect of making new Investments at any time, or immediately if you are in breach of these Terms and Conditions or applicable law or if we believe (in our discretion) that you are no longer eligible to be a Member, or if there has been no activity on your Account for a period of 12 months or more.

13.3    If your Membership is terminated but you hold Investments through us, then we and ShareIn shall continue to maintain your Account in relation to your existing Investments in accordance with these Terms and Conditions.

13.4    It will not be possible to terminate your Membership if you have any cash balance on your Account. If you wish to terminate your Membership and have a cash balance on your Account, that cash will be returned to your Nominated Account before termination.

14. Complaints and compensation

14.1    We and ShareIn have established procedures in accordance with FCA Rules for the effective consideration of complaints:

1. for all other complaints regarding Aprirose service you should contact us at info@aprirose.com; and
2. for complaints relating to the handling of client money you should contact ShareIn at team@sharein.com. For further details on ShareIn's complaints process, please see the ShareIn Complaints Policy (https://sharein.com/complaints).

14.2    You may be entitled to compensation from the Financial Services Compensation Scheme (“FSCS”) if we or ShareIn cannot meet our obligations. In the event of a default or insolvency, you may be entitled to make a claim to the FSCS. This depends however on the circumstances of the claim and the FSCS does not cover poor investment performance (the value of your Investments going down or not performing to your expectations). Most types of investment business are able to claim up to a maximum of £85,000. Try the FSCS investment protection checker here.

15. Liability

15.1    Nothing in these Terms and Conditions shall limit our or ShareIn's liability to you for personal injury or death, fraud, nor for any duties we owe to you under the regulatory system.

15.2    Neither we nor ShareIn shall be responsible for the performance of the other party's obligations under these Terms and Conditions

15.3    Subject to clause 15.1:

1. neither we nor ShareIn will be liable for any losses that have been caused by circumstances beyond our reasonable control or by your failure to keep your registration details and password secure; and
2. our and ShareIn's total liability to you in connection with Aprirose shall not exceed the amount of money you have invested through your Account.

15.4    You acknowledge that when we make forward-looking statements in relation to the Investment, these statements are based on our reasonable assumptions but are no guarantee that a predicted investment outcome will actually be achieved.

16. Intellectual Property

16.1    Subject to clause 16.3 below, as between you and us, we own all present and future copyright, registered and unregistered trademarks, design rights, unregistered designs, database rights and all other present and future intellectual property rights and rights in the nature of intellectual property rights existing in or in relation to the Website.

16.2    If and to the extent that any such intellectual property rights vest in you by operation of law or otherwise, you agree to do any and all such acts and execute any and all such documents as we may reasonably request in order to assign such intellectual property rights back to us.

16.3    You shall retain ownership of all copyright in data you upload or submit to the Website. You grant us a world-wide exclusive, royalty-free, non-terminable licence to use, copy, distribute, publish, and transmit such data in any manner.

17. Contacting us

17.1    If you have any questions about these Terms and Conditions, or wish to contact us for any other reason, you can contact us here https://www.aprirose.com/.

17.2    We may contact you by posting notices in your Account or by using the email address or phone number linked to your Account. All communications between us shall be in English.

18. Amendments to these Terms and Conditions

18.1    We may need to update or amend these Terms and Conditions from time to time to comply with laws and regulations or to meet our changing business requirements.

18.2    We can make such changes to the Terms and Conditions without prior notice to you where the updates are, in our reasonable opinion, required to comply with law and regulation, are to your advantage or are otherwise of an immaterial and routine nature. We will always post these changes on our Website so you will be able to see them the next time you log into your Account.

18.3    In all other cases (for example, if we introduce a new fee or make a material change to our service), we will provide you with at least 1 (one) month's notice before the amendments take effect.

18.4    In the event of any amendment, you will be able terminate your Membership immediately in accordance with clause 16. If you are unable to terminate your Membership because you continue to hold Investments through your Account, any amendments that fall within the scope of this clause 18.4 will not apply to those Investments.

19. General

19.1    These Terms and Conditions are governed by the laws of England. Any claim brought under these Terms and Conditions shall be heard in the courts of England.

19.2    If any part of these Terms and Conditions is found to be illegal, invalid, or unenforceable by any court, then the remainder shall, so far as possible, continue in full force and effect.

19.3    No single or partial exercise, or failure or delay in exercising any right, power, or remedy by us or ShareIn shall constitute a waiver by us or ShareIn of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these Terms and Conditions or otherwise.

19.4    We and ShareIn can each assign and transfer our rights and obligations under these Terms and Conditions, in whole or in part, to a third party provided this does not result in you receiving a poorer service or prejudice your rights.

19.5    We and ShareIn may exercise any of our rights or discharge our obligations under these Terms and Conditions in our or ShareIn's own capacity or through any company or other legal entity which has all relevant legal authorisations, licences, or permissions to discharge those functions. Other than ShareIn, which shall be entitled to exercise rights under these Terms and Conditions as a contract party, no other person shall have rights to enforce terms under the Contracts (Rights of Third Parties) Act 1999.