1. What’s in these terms and who we are?

1.1. These terms tell you the rules for using our virtual dataroom website https://londonstrategiclandfund.com (the site) in connection with the real estate fund expected to be formed under the name of London Strategic Land Fund II (the Fund). Https://londonstrategiclandfund.com is a site operated by London Strategic Land Ltd (we or us). We are registered in England and Wales under company number 09782407 and have our registered office at Trowers & Hamlins LLP, 3 Bunhill Row, London, United Kingdom, EC1Y 8YZ. We are an advisor to the Fund and are operating this site in that capacity.To contact us, please email [email protected]. 

1.2. Before accessing or using this site, all users of the site must carefully read these terms of use and the other terms referred to in paragraph 3 below together with any disclaimers and terms referred to within such terms (collectively, the Terms). The Terms govern your access to, and use of, the site and set out the terms on which we will process your personal information.  

1.3. You may not access the site unless you have been permitted to do so by us. 

2. By using our site you accept these terms

2.1. By using our site, you confirm that you accept the Terms and that you agree to comply with them.  If you do not agree to the Terms, you must not use our site. 

2.2. We recommend that you print a copy of these terms for future reference.

3. There are other terms that may apply to you

3.1. These terms of use refer to the following additional terms, which also apply to your use of our site:

3.1.1. Our Privacy Policy.  See further under paragraph 13.

3.1.2. Our Cookie Policy, which sets out information about the cookies on our site. 

4. We may make changes to these terms

We may amend these terms from time to time without any notice. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time. 

5. We will likely make changes to our site

We will likely upload additional information and/or amend the existing information and documents on our site from time to time. We are under no obligation to inform you of any such changes. 

6. We may suspend or withdraw our site

6.1. We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

7. We may transfer this agreement to someone else

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

8. Our site is only for limited number and type of users in the Permitted Jurisdictions

Our site is directed to a limited number and type of prospective investors residing in the Permitted Jurisdictions as further set out in paragraph 16.  The content available on or through our site may not be appropriate or legal for use or available in other locations or by other investors. 

9. Account details and access levels 

9.1. Where you are provided with a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

9.2. You acknowledge and agree that we may in our absolute discretion determine the level of access you have to the site and the permission settings associated with your log-in details.  This access may permit or prohibit you from accessing, uploading, copying, downloading or printing content on the site.  

9.3. We have the right to disable any user identification code or password or disable your access rights or amend your permission levels at any time in our discretion. 

9.4. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at [email protected].

9.5. We do not accept amendments to the Terms.  The Terms shall prevail over all other terms you seek to introduce, whether they are provided to us before or after the date on which you first access the site and whether or not they are expressed to prevail over any other terms.

10. How you may use material on our site

10.1. We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it.  Those are protected by relevant copyright laws and treaties around the world. All such rights are reserved.

10.2. You must not use your access to the site for any purpose other than as may be required solely and directly in connection with your assessment of interest in the potential investment in the Fund. 

10.3. You must not exceed or seek in any way to exceed the type of access granted to you or to carry out any actions in connection with the site that are outside the scope of your access. If your access permits it, you may print off one copy, and may download extracts, of any page(s) from our site for your own personal use.

10.4. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

10.5. Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.

10.6. If you print off, copy, download or use any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

10.7. In addition you must: 

10.7.1. treat all confidential information as confidential in accordance with the confidentiality agreement entered into between us;

10.7.2. not leave your computer unlocked and unattended while you are logged in to the site;

10.7.3. log out of the site at the end of each session;

10.7.4. not attempt to alter, or procure another person to alter, the permission settings associated with your log-in details;

10.7.5. not attempt to disable, or procure another person to disable, the protection software or functions associated with the site; 

10.7.6. not deface, mark, alter, modify, vary (including varying the sequence of), damage or destroy in any way any content;

10.7.7. notify us immediately if you breach, or become aware of any breach by any third party, of the obligations set out in the Terms and you will indemnify us and hold us harmless against any losses, damages, costs and expenses (including legal expenses) incurred by or awarded against us arising out of or in connection with any breach or breaches of the Terms.\

11. We are not responsible for websites we link to

11.1. Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

11.2. We have no control over the contents of those sites or resources.

12. User-generated content is not approved by us

This website may include information and materials uploaded by other users of the site. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.

13. How we may use your personal information

We will only use your personal information as set out in our Privacy Policy.

14. We are not responsible for viruses and you must not introduce them

14.1. We do not guarantee that our site will be secure or free from bugs or viruses.

14.2. You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.

14.3. You must not misuse our site by introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain or grant unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately. 

15. Warranties and representations; responsibility for loss or damage suffered by you

15.1. Unless we have confirmed otherwise in writing, we do not make (whether expressly or impliedly) any warranties or representations in relation to the site and content stored on or accessible through it.

15.2. We will not be liable to you for any losses or damage (direct, special or consequential) that may be suffered by you in connection with your access to, use of or reliance upon the site or otherwise in connection with any of the content, or for any non-availability of the site or any content.  Nothing in the preceding sentence seeks to exclude any liability that cannot be excluded by law. 

16. Important notices and regulatory information 

16.1. This site and its content have been prepared solely for the benefit of a limited number and type of potential investors (Permitted Jurisdictions and Relevant Investors). Relevant Investors must not be US persons, as defined under the United States’ Securities Act of 1933, as amended.  Relevant Investors must have signed a confidentiality agreement including certain representations as to their residency and status and confirming that the site and content may be lawfully accessed by, and communicated to, them in accordance with the laws of the jurisdiction in which they are located.  

16.2. The site aims to provide information in connection with certain past investments and certain broad non-exhaustive information in connection with the Fund. The information on the site is not final and is, at this stage, insufficient to allow you to make an investment decision.  

16.3. The site and its content do not constitute an offer, recommendation, inducement or invitation to make an investment or purchase or acquire any securities in the Fund or any other company nor shall it form the basis of any contract in relation to the Fund or for the purchase and sale of any securities. The sole purpose of the site is to assist prospective investors in deciding whether to proceed with a further investigation of the potential investment opportunity.  The site has been prepared for information purposes only without regard to any particular user’s investment objectives, financial situation, or means and we are not soliciting any action based upon it. 

16.4. Prospective investors are expected to conduct their own inquiry into the potential investment opportunity. The site and its content should be read in conjunction with and are qualified in their entirety by any supplemental documents, final offering documents and constitutive documents of the Fund. You should not rely on the information contained in the site to make any investment, commercial, legal or financial decision without seeking additional information.  The information on the site does not constitute legal, tax, investment or other advice. Prospective investors should carefully consider, and seek relevant legal, financial, tax or other advice as to the merits of a potential investment in the Fund and whether such potential investment is suitable for them in light of their own circumstances, overall portfolio and financial resources available to them.   An investment in the Fund will attract significant risks. We invite you to refer to the additional disclaimers and risk factors in connection with the potential investment in the Fund contained in the documents uploaded on the site. 

16.5. Relevant Investors must be classified as “professional client” or “eligible counterparty” in the UK or their equivalent in the other Permitted Jurisdictions. 

16.6. The site and content do not constitute and have not been approved as a financial promotion for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the FSMA) and, accordingly, the site and content may only be communicated to or accessed by, in the United Kingdom, a person who is of a kind described in article 19 (Investment professionals) or article 50 (Certified sophisticated investors)  of the  Financial  Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, to any other Exempt Person as defined therein or to any person to whom such content may otherwise lawfully be communicated in the United Kingdom or in any other Permitted Jurisdiction. 

16.7. The site and its content may not be used by any person in any jurisdiction in which such use would be unauthorised or unlawful.  Unless otherwise stated therein, nothing in the site constitutes a prospectus in any jurisdiction. It is the responsibility of any persons accessing the site to inform themselves of and to observe all applicable laws and regulations of any relevant jurisdiction. Any failure to comply with these restrictions may constitute a breach of the securities or similar laws of any such jurisdictions. 

16.8. This site and its content have not been authorised or otherwise approved by the Jersey Financial Services Commission (JFSC). 

17. Which country’s laws apply to any disputes?

17.1. The Terms and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims) will be governed by and construed in accordance with English law.

17.2. You agree to submit to the exclusive jurisdiction of the English courts in relation to any dispute or claim arising out of or in connection with these Terms (including non-contractual disputes or claims).

17.3. The submission to the exclusive jurisdiction of the English courts shall not (and shall not be construed to) limit our right to bring or pursue legal proceedings in any other court of competent jurisdiction irrespective of whether proceedings have already been initiated by any party in England.