ASK PRIVATE CLIENT WEBSITE AND INVESTOR TERMS AND CONDITIONS
Important: These Terms govern access to and use of the Website and, where applicable, your membership of and use of the Portal, your Account and the platform and Client Money services. They do not contain the contractual terms of a Funded Participation. Each Investment is governed separately by its Investment Terms and Commercial Terms Schedule.
By accessing or using the Website, you agree to the provisions of these Terms applying to all Users. If you register for an Account, access the Portal or apply to invest, you also agree to the provisions applying to Members, Accounts and Investments. These Terms form a legal agreement between you and A.S.K. Partners FS Limited trading as ASK Private Client (“ASK Private Client”) and, for provisions applying to its services, Share In Limited trading as ShareIn (“ShareIn”). If you do not agree, you must not use the Website or Portal.
ASK Private Client is an appointed representative of ShareIn. ShareIn is authorised and regulated by the Financial Conduct Authority. ShareIn is responsible as principal for regulated activities carried on by ASK Private Client within the scope of its appointment.
1. Definitions and interpretation
"Account" means your electronic investor account on the Portal, including its wallet, Investments, documents and transaction history.
"ASK Private Client" means A.S.K. Partners FS Limited (company number 16692091), trading as ASK Private Client, whose registered office is at 35 Harley Street, London W1G 9QU.
"Business Day" means a day other than a Saturday, Sunday or public holiday in England on which banks are open for general business in London.
"Client Money" means money held by ShareIn for you in accordance with the client-money rules in the FCA Rules.
"Commercial Terms Schedule" means the investment-specific document between you and the relevant Subparco Lender which records the commercial terms of a Funded Participation and incorporates the Investment Terms.
"FCA" means the Financial Conduct Authority or any successor regulator.
"FCA Rules" means the rules, guidance and requirements made or imposed by the FCA from time to time.
"Financial Ombudsman Service" means the statutory dispute-resolution service for eligible complaints about financial businesses.
"Financial Services Compensation Scheme" means the statutory compensation scheme for eligible customers of authorised financial-services firms.
"Funded Participation" means the limited-recourse debt instrument described in the applicable Investment Terms and Commercial Terms Schedule, whose returns are linked to a Participated Loan.
"Investment" means a Funded Participation acquired or to be acquired through the Portal.
"Investment Documents" means the Investment Information, Investment Terms and Commercial Terms Schedule applying to an Investment.
"Investment Information" means the offer document, risk summary and other pre-contractual information made available on the Portal for a proposed Investment.
"Investment Terms" means the separate funded-participation terms and conditions provided with the Commercial Terms Schedule.
"Member" means a User whose application to open an Account has been accepted.
"Nominated Account" means a UK bank account in your name which ShareIn has accepted for payments to and from your Account.
"Participated Loan" means the underlying property loan identified in the applicable Investment Documents by reference to which payments on a Funded Participation are calculated.
"Portal" means the authenticated ASK Private Client electronic investment platform operated by ASK Private Client with services and infrastructure provided by ShareIn
"ShareIn" means Share In Limited (company number SC408803), trading as ShareIn, authorised and regulated by the FCA under firm reference number 603332, with registered office at Argyle House, 3 Lady Lawson Street, Edinburgh EH3 9DR.
"Subparco Lender", "means the special-purpose company identified in the applicable Commercial Terms Schedule which issues the Funded Participation and owes the corresponding limited-recourse debt.
"Proprietary Content" means the text, graphics, audio, video, images, documents, software, applications, branding and other content displayed on or made available through the Website or Portal, together with the intellectual property rights in that content.
"User" means any person who accesses or uses the Website or Portal, whether or not that person is a Member.
"Website" means the public website operated by ASK Private Client at wwww.askpartners.co.uk including its publicly accessible pages and content.
"Terms" means these website and investor terms and conditions, as amended in accordance with clause 20.
"“we”, “us” or “our” " means ASK Private Client and, where the context concerns services or obligations of ShareIn, ShareIn.
1.1 A reference to “you” or “your” is to a User. Provisions concerning an Account, application, Investment, Client Money or Member apply only where you are a Member or are applying to become one. References to a person include an individual, company and other legal person. “Including” does not limit the words preceding it.
1.2 A reference to a law, regulation or the FCA Rules includes it as amended or replaced. Headings do not affect interpretation.
2. Scope, parties, regulatory roles and separate Investment Terms
2.1 ASK Private Client operates the Website, markets and administers the Portal and arranges Investments as ShareIn’s appointed representative. ShareIn acts as principal for the regulated activities described in these Terms and provides the Account infrastructure and Client Money services.
2.2 ShareIn is a party to these Terms only to the extent that a provision confers rights on it or imposes obligations on it. ASK Private Client is not responsible for discharging ShareIn’s obligations, and ShareIn is not the issuer, borrower or guarantor of an Investment.
2.3 The Subparco Lender—not ASK Private Client or ShareIn—is the issuer and debtor under a Funded Participation. Neither ASK Private Client nor ShareIn guarantees the Subparco Lender, the underlying borrower, the Participated Loan or any investment return.
2.4 These Terms are separate from the Investment Terms. The Investment Terms and Commercial Terms Schedule govern the creation, payment mechanics, limited recourse, amendment, restructuring and enforcement of a Funded Participation. If these Terms conflict with the Investment Documents, the Investment Documents prevail in relation to the relevant Investment; these Terms continue to govern the Portal, Account and Client Money services.
3. Website access, public information, privacy and accessibility
3.1 The Website and Portal are operated from the United Kingdom. Access from outside the United Kingdom does not mean that the Website, Portal or any Investment is lawful or available in another jurisdiction. Investment opportunities are available only to persons whom ASK Private Client and ShareIn may lawfully approach or accept, having regard to their country of residence and location, and who complete the applicable eligibility, onboarding and regulatory requirements. You are responsible for complying with any laws that apply to you when accessing the Website or Portal. Nothing on the public Website constitutes an offer to the public or an offer in any jurisdiction where such an offer would be unlawful.
3.2 Public Website content is provided for general information only. It is not personal investment, legal, tax or accounting advice, an offer or a recommendation to acquire or dispose of an investment. Although we take reasonable care when preparing it, Website content may become incomplete or out of date. Investment decisions must be based on the applicable Investment Documents and product-specific risk disclosures.
3.3 For information about how ASK Private Client and ShareIn collect, use and store personal data and use cookies or similar technologies, read the applicable Privacy Notice and Cookie Notice linked on the Website. Those notices do not form part of these Terms.
3.4 You are responsible for ensuring that anyone who accesses the Website through your internet connection is aware of and complies with these Terms. Questions, accessibility requests and comments about the Website may be sent to privateclient@askpartners.co.uk. A concern that amounts to a complaint will be handled under clause 21.
4. Membership and eligibility
4.1 You may apply for an Account if you are at least 18, acting for your own account and able lawfully to enter into these Terms. We may accept other persons only where expressly agreed and legally permitted.4.2 You must provide accurate, complete and current information and promptly notify changes. ASK Private Client or ShareIn may require identity, address, source-of-funds, tax-residence, bank-account and other checks. An application may be rejected or an Account restricted where checks are incomplete, the service is unsuitable for the applicant, or law or regulation requires it.
4.3 If you are resident or located outside the United Kingdom, you may apply for an Account only where ASK Private Client and ShareIn are satisfied that accepting you and making the relevant services and Investments available to you is lawful. We may require additional information, impose restrictions, decline an application or suspend access to comply with applicable law, regulation or internal jurisdictional policies.
5. Your Account and security
5.1 Your Account records cash held for you by ShareIn, applications, allocations, Investments, payments and documents. It is not a bank account and is personal to you. You may not transfer it or permit another person to use it.
5.2 Keep credentials and authentication devices secure. Instructions given through your authenticated Account may be treated as yours unless ASK Private Client or ShareIn knew, or ought reasonably to have known, they were unauthorised. Notify ASK Private Client immediately of suspected loss, misuse or incorrect Account information.
5.3 ASK Private Client or ShareIn may suspend access to protect you, the Website, Portal or other Users, investigate fraud or security concerns, or comply with law. Suspension does not extinguish rights or obligations relating to an existing Investment.
6. Investor categorisation and regulatory journey
6.1 Unless notified otherwise, ShareIn will treat you as a retail client for the regulated services. You must complete the investor categorisation, appropriateness or knowledge assessment, personalised risk warning and any cooling-off or other steps required by the FCA Rules before an application can proceed.
6.2 A successful assessment is not advice, approval of an Investment or confirmation that it is suitable for you. You must make your own decision and should obtain independent legal, tax and financial advice where appropriate.
6.3 The Portal will state any regulatory cooling-off period and how an application may be cancelled during it.
7. No advice and investment risks
7.1 ASK Private Client and ShareIn provide an execution-only service. Information on the Portal is not personal advice, a recommendation or a guarantee that an Investment will perform as described.
7.2 You could lose all capital and anticipated interest. A Funded Participation is a limited-recourse debt instrument. Payments depend on amounts received and available under the Participated Loan, as described in the Investment Documents. You do not lend directly to the underlying borrower and have no direct rights over the underlying property, loan or security unless the applicable Investment Documents expressly state otherwise.
7.3 Investments are not bank deposits. A secondary market is expected to be available through the Portal, but its availability may be suspended or withdrawn and there is no guarantee that you will be able to find a buyer or sell an Investment when you want to, at the price you want, or at all. Any sale is subject to the Investment Documents, applicable transfer restrictions, purchaser eligibility requirements and the Portal’s secondary-market procedures. Property values, development risk, delay, enforcement costs, borrower or Subparco Lender default, structural subordination, concentration, tax and changes in law may affect the value, saleability and returns of an Investment.
8. Applications and allocation
8.1 The Investment Documents will set out the proposed amount, term, interest, fees, risks, Participated Loan and Subparco Lender. You must review them before applying. The Commercial Terms Schedule prevails for investment-specific commercial terms, and the Investment Terms govern the legal nature and limited-recourse mechanics of the Funded Participation.
8.2 An application is an offer by you to invest. It is subject to available capacity, checks, receipt of cleared funds and acceptance. It may be rejected, scaled back, delayed or cancelled before acceptance. Unallocated money remains Client Money and may be withdrawn in accordance with clause 9.
8.3 An Investment is formed only when the Commercial Terms Schedule is executed or validly accepted by you and the Subparco Lender and the amount committed is released to the Subparco Lender. Electronic acceptance and records are binding to the extent permitted by law.
9. Cash, funding and Client Money
9.1 ASK Private Client does not hold Client Money. ShareIn holds cash shown in your Account as Client Money under the FCA Rules until it is paid out in accordance with your instruction, these Terms or the Investment Documents.
9.2 ShareIn holds Client Money in one or more omnibus client bank accounts, separate from ShareIn’s own money but pooled with money of other clients. ShareIn maintains records of each client’s entitlement. If a bank or other institution fails and there is a shortfall, you may bear a proportionate share, subject to applicable law and any compensation rights.
9.3 You must fund your Account in pounds sterling from your Nominated Account unless ShareIn agrees otherwise. ShareIn may reject or return third-party, unidentified or suspicious payments. Withdrawals will be made only to your verified Nominated Account.
9.4 ShareIn may reserve cash against an application. Reserved cash remains Client Money until paid to the Subparco Lender. Once paid to complete an Investment, it ceases to be Client Money and is replaced by your rights under the Funded Participation.
9.5 ShareIn will receive payments from Subparco Lenders and, once received and reconciled, credit them to your Account as Client Money. ShareIn may deduct authorised fees, taxes and charges before making funds available.
9.6 No interest is payable to you on Client Money. To the extent permitted by the FCA Rules and the relevant bank arrangements, ShareIn may retain any interest earned on pooled Client Money accounts. ShareIn may return small or dormant balances in accordance with the FCA Rules after taking the required steps.
9.7 ShareIn may appoint or change a bank or transfer Client Money arrangements to another appropriately regulated provider where permitted by the FCA Rules. Any transfer will be carried out with the protections and notices required by those rules.
10. Records, documents and communications
10.1 Your Account is the primary record of applications, cash and Investments. Review confirmations and statements promptly and tell ASK Private Client of an error without undue delay. Failure to report an error does not remove a right you cannot lawfully waive.
10.2 Documents and notices may be provided through the Portal or by email. You consent to electronic communications and must maintain a working email address and access to durable copies. We may use post where required or reasonably appropriate.
10.3 Portal records are evidence of instructions and transactions unless shown to be incorrect. ShareIn and ASK Private Client may retain records for legal, regulatory, tax, audit and dispute purposes.
11. Payments, fees and tax
11.1 Payment dates and calculation methods are shown in the Investment Documents. Forecasts are not guaranteed. Payments may be delayed by receipt, reconciliation, banking cut-offs, insolvency, enforcement or legal restrictions.
11.2 Fees payable by you will be disclosed before commitment or in the Investment Information. ASK Private Client, an ASK group company or another arranger may receive fees from a borrower, Subparco Lender or other person; material fees and conflicts will be disclosed as required.
11.3 You are responsible for your own tax. Payments may be made after deductions required by law. ASK Private Client, ShareIn and the Subparco Lender are not required to gross up a payment unless the Investment Documents expressly say so.
12. Transfers and liquidity
12.1 A Funded Participation may be legally capable of transfer, but transfer is restricted by the Investment Documents, securities law, financial-promotion rules, eligibility checks and operational capability. There is no assurance that a buyer, transfer facility or early exit will be available.
12.2 Any permitted transfer is governed by the Investment Terms and is subject to all required consents, onboarding and documentation. Transferring an Investment does not transfer your Account or membership of the Portal.
12.2.2 provide us with such information (including periodic statements and valuations) as we may reasonably request in connection with this Agreement;
13. Acceptable use, security and viruses
13.1 You must not misuse the Website or Portal, knowingly introduce malicious or technologically harmful material, attempt unauthorised access, interfere with operation, circumvent security or access controls, scrape or extract data other than through an expressly permitted interface, or attack the Website, Portal or connected systems.
13.2 We do not guarantee that the Website or Portal will be free from bugs, viruses or harmful material. You are responsible for configuring your technology and using appropriate security and virus-protection measures.
13.3 We may suspend access and report suspected criminal conduct to law-enforcement authorities. We may preserve and disclose relevant information where permitted or required by law. A suspension under this clause does not terminate an existing Investment or alter rights under the Investment Documents.
14. Intellectual property and linking
14.1 Proprietary Content is owned by or licensed to ASK Private Client, ShareIn or an identified rights holder and is protected by intellectual property laws. All rights not expressly granted are reserved.
14.2 You may view, download and print reasonable extracts for personal, non-commercial use and for considering or administering an Investment, including sharing relevant material with professional advisers who are subject to appropriate confidentiality duties. You must not materially modify, commercially exploit, republish, distribute or reproduce Proprietary Content without the rights holder’s prior written consent, except where permitted by law or the Investment Documents.
14.3 You must not use ASK Private Client’s or ShareIn’s name, trade marks or branding in a way that suggests an association, approval or endorsement where none exists.
14.4 You may link to the Website home page in a fair and lawful manner that does not damage our reputation or suggest an association, approval or endorsement where none exists. You must not frame the Website, link to restricted Portal content, or link from a website you do not control without prior permission. We may withdraw linking permission on reasonable notice.
15. Third-party websites and content
15.1 The Website or Portal may contain links to websites, resources or services operated by third parties. Unless expressly stated, a link does not mean that ASK Private Client or ShareIn recommends, approves or endorses the third party or its content.
15.2 We do not control third-party websites and are not responsible for their availability, content, products, services or privacy practices. When you follow a third-party link, the third party’s terms and privacy notice apply. Nothing in this clause excludes liability that cannot lawfully be excluded.
16. Personal data, privacy and confidentiality
16.1 ASK Private Client and ShareIn process personal data for Website and Portal operation, onboarding, Account administration, investments, payments, fraud prevention, legal compliance and related purposes as described in the applicable Privacy Notice and Cookie Notice linked on the Website. Those notices explain the relevant data-controller roles and your data-protection rights and do not form part of these Terms.
16.2 You must keep non-public Investment Information confidential, except to professional advisers bound by confidentiality, where disclosure is required by law, or with prior written consent. This does not restrict disclosures necessary to exercise legal rights or make a complaint.
17. Suspension, termination and wind-down
17.1 You may ask to close your Account when there are no pending applications, Investments or cash obligations. ASK Private Client or ShareIn may suspend or terminate membership or Website or Portal access on reasonable notice, or immediately for fraud, material breach, unlawful or prohibited use, insolvency, sanctions, regulatory requirements or security. Where reasonably practicable, you will be given notice and an opportunity to remedy a remediable breach.
17.2 Closing or suspending the Account does not terminate an existing Investment or affect accrued rights. The Investment Documents continue to apply until all Investments are repaid, transferred, written off or otherwise concluded.
17.3 If ASK Private Client or ShareIn ceases providing the Portal, reasonable steps will be taken to transfer or continue administration, return Client Money and preserve records, subject to law, the FCA Rules and available arrangements. No party guarantees uninterrupted administration after a third-party failure.
18. Service availability and events beyond reasonable control
18.1 We will use reasonable care to operate the Website and Portal but do not guarantee that they, or any content, will always be available, uninterrupted, secure or error-free. We may suspend, withdraw, discontinue or change any part for maintenance, security, legal, regulatory or operational reasons. Where reasonably practicable, we will give Members notice of a material interruption.
18.2 A party is not liable for delay caused by events beyond its reasonable control, provided it takes reasonable steps to mitigate the effect. Suspension or withdrawal of the Website or Portal does not terminate an existing Investment, alter the Investment Documents, excuse ShareIn from safeguarding Client Money or exclude any duty that cannot lawfully be excluded.
19. Liability
19.1 Nothing in these Terms excludes or limits liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, breach of a regulatory or statutory duty that cannot lawfully be excluded, or any other liability that cannot lawfully be limited.
19.2 Subject to clause 19.1, ASK Private Client and ShareIn are responsible for loss that is a reasonably foreseeable consequence of their respective breach of these Terms or failure to exercise reasonable care and skill. They are not responsible merely because an investment risk described in the Investment Documents occurs.
19.3 If you use the Website for business purposes, neither ASK Private Client nor ShareIn is liable for loss of profit, sales, business, revenue, opportunity, goodwill or anticipated savings, business interruption, or indirect or consequential loss. These business-loss exclusions do not apply to a consumer or where liability cannot lawfully be excluded.
20. Changes to these Terms
20.1 ASK Private Client and ShareIn may change these Terms on reasonable notice to reflect law, regulation, technology, security, service changes, fees, or to make a change more favourable or clearer. A change to these Terms will not retrospectively alter the Investment Terms or Commercial Terms Schedule applying to an existing Investment except where required by law or expressly permitted by the Investment Documents.
20.2 Urgent changes required by law, regulation, security or a regulator may take effect immediately. Continuing to use the Portal after the effective date constitutes acceptance for future use; it does not waive rights relating to an earlier breach.
21. Complaints, escalation and compensation
21.1 If you have a complaint about ASK Private Client, the Website, Portal, an Investment, the arranging service or administration of your Account, contact ASK Private Client first through the Portal, by email at privateclient@askpartners.co.uk or by post at 35 Harley Street, London W1G 9QU. Please explain what happened, when it happened and how you would like the matter put right.
21.2 ASK Private Client will acknowledge and investigate the complaint and will try to resolve it promptly. ASK Private Client handles regulated complaints under ShareIn’s oversight and will provide ShareIn with the information it needs to discharge its responsibilities as principal.
21.3 If ASK Private Client cannot resolve the complaint to your satisfaction, it will refer the complaint to ShareIn. You may also escalate it directly to ShareIn at team@sharein.com, by telephone on +44 (0)131 641 0018, or by post at Argyle House, 3 Lady Lawson Street, Edinburgh EH3 9DR. ShareIn will consider the complaint under its complaints procedure and, where applicable, issue the final response.
21.4 If you are an eligible complainant and remain dissatisfied after ShareIn’s final response—or if the applicable regulatory time limit for a response has expired—you may refer the complaint free of charge to the Financial Ombudsman Service. The final response will explain whether you are eligible, the applicable referral deadline and how to contact the Financial Ombudsman Service.
21.5 The Financial Services Compensation Scheme may protect an eligible claim against ShareIn if it is unable to meet a protected obligation, subject to the scheme’s rules and limits. It does not protect you against poor investment performance, loss caused by a borrower or Subparco Lender default, or a fall in property value. Bank-failure protection for Client Money depends on the bank, your eligibility and the applicable scheme rules.
22. Notices
22.1 Notices to you may be sent to the email address, postal address or Portal inbox last notified by you. Notices to ASK Private Client may be sent through the Portal, to privateclient@askpartners.co.uk or to 35 Harley Street, London W1G 9QU. Notices to ShareIn may be sent to the contact details in clause 21.3.
22.2 An electronic notice is treated as received when made available and an email alert sent, unless the sender receives a failure notice. A posted notice is treated as received two Business Days after posting. This clause does not govern service of court proceedings.
23. General
23.1 If a provision is invalid or unenforceable, it is to be modified to the minimum extent necessary or deleted, without affecting the remaining provisions. A delay in exercising a right is not a waiver.
23.2 These Terms contain the agreement about the Website, Portal, Account and related services. The Investment Terms and Commercial Terms Schedule contain the separate agreement concerning each Funded Participation. Nothing excludes liability for fraud or any statement that cannot lawfully be excluded.
23.3 No person other than a party, a permitted successor or a person expressly given a right under these Terms may enforce them under the Contracts (Rights of Third Parties) Act 1999.
23.4 You may not assign your Account or rights under these Terms except as expressly permitted. ASK Private Client and ShareIn may subcontract operational functions but remain responsible for duties that law or regulation places on them.
24. Governing law and jurisdiction
24.1 These Terms, their subject matter and formation, and any non-contractual obligations arising from them are governed by English law. The applicable Investment Documents separately govern each Investment.
24.2 The courts of England and Wales have jurisdiction. If you are a consumer resident elsewhere in the United Kingdom, you may also bring proceedings in the courts of the part of the United Kingdom where you live and retain any mandatory consumer protections applicable there.