Web Terms of Use

1. Definitions

Unless otherwise defined herein, all capitalised terms used shall have the meanings ascribed to such terms in the Investor Agreement. In addition, the following expressions shall have the following meanings:

“Company”, “we” or “us” – WiseAlpha Technologies Limited.

“Secondary Market” – The “market” that facilitates the trading of Fractional Bonds or other WiseAlpha Product, as applicable and as described on wisealpha.com.

“Platform” – www.wisealpha.com

2. Web Terms of Use

Welcome to the WiseAlpha financial platform service and network (collectively, the “Service”) which we operate so that you can invest in Fractional Bonds and other WiseAlpha Products. By accessing or using our Platform at www.wisealpha.com, including any subdomain thereof (the “Platform”), you (the “User”) signify that you have read, understand and agree to be bound by these web terms of use (“Web Terms of Use”), regardless of whether you are a registered member of the Service. In addition to these Web Terms of Use, you may enter into other agreements with us or others that will govern your use of the Service or related services offered by us or others. If there is any contradiction between these Web Terms of Use and another agreement you enter into applicable to specific aspects of the Service, the other agreement shall take precedence in relation to the specific aspects of the Service to which it applies. As used herein, “Users” means anyone who accesses and/or uses the Platform. For any terms herein applicable to all Users, all members, or business and other entity Users specifically, or where the context otherwise requires, “Users” shall be deemed to include any business or other entity on behalf of which the Platform or Service is accessed by any other User, and “you” shall be deemed to include any such business or other entity and any person acting on behalf of any such business or other entity in connection with the use of the Platform or Service.

Only the following category of persons may access this website:

1. persons authorised to carry on a regulated activity (“Authorised persons”) under the Financial Services and Markets Act 2000, as amended (“FSMA”);
2. persons having professional experience in matters relating to investments and qualifying as investment professionals under article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”);
3. persons qualifying as certified high net worth individuals under article 48 of the Order. A person qualifies as a certified high net worth individual if he or she has signed, within a period of twelve months ending with the day on which this communication is made, a statement in the prescribed form confirming their status as a certified high net worth individual;
4. persons qualifying as high net worth persons under article 49 of the Order;
5. persons qualifying as certified sophisticated investors under article 50 of the Order. A person qualifies as a certified sophisticated investor if he or she has a current certificate in writing or other legible form signed by an authorised person to the effect that he or she is sufficiently knowledgeable to understand the risks associated with that description of investment and he or she has signed, within a period of twelve months ending with the day on which this communication is made, a statement in the prescribed form confirming their status as a certified sophisticated investor;
6. persons qualifying as self-certified sophisticated investors under article 50A of the Order. A person qualifies as a self-certified sophisticated investor if he or she has signed, within a period of twelve months ending with the day on which this communication is made, a statement in the prescribed form confirming their status as a self-certified sophisticated investor;
7. advisers of any of the above, when acting in that capacity.

3. Changes to These Web Terms of Use

We may make changes to these Web Terms of Use from time to time. If we do this, we will post the changed Web Terms of Use on the Platform and will indicate at the top of this page the date the Web Terms of Use were last revised. You understand and agree that your continued use of the Service or the Platform after we have made any such changes constitutes your acceptance of the new Web Terms of Use.

4. Role of WiseAlpha

4.1 General

The Platform is operated by us to offer prospective investors the opportunity to acquire Fractional Bonds and other WiseAlpha Products.

4.2 Fractional Bonds

WiseAlpha Technologies Limited will purchase the Investments to which Fractional Bonds are linked and engage in the monitoring of the performance and agreement compliance in relating to the Investments. Should you purchase any Fractional Bonds, you will be deemed to have understood and agreed that the Fractional Bonds are Technologies Limited’s obligations, as set out in the Deed Poll and the Terms and Conditions of the Fractional Bonds and in no circumstances will a User establish any contractual or other relationship with an Obligor. We may provide a risk band classification for each Investment according to our proprietary credit screening process which Investors may use as an informative tool in relation to their purchase of Fractional Bonds referencing an Investment. Investors must however form their own opinion regarding, and undertake their own research, analysis and assessment of, us, the relevant Fractional Bond(s) and the merits of each Investment which a Fractional Bond reflects and, where appropriate, seek its own independent financial advice. We accept no responsibility and disclaim all liability for any information about an Obligor made available to prospective investors through the WiseAlpha platform or in respect of risk band classifications of Investments. We may from time to time at the end of each month, but accept no obligation to, update or amend at any time an Obligor’s information or the risk band classification.

4.3 Other WiseAlpha Products

Other WiseAlpha Products may be made available on the Service. Should you purchase any such WiseAlpha Products, you will be deemed to have understood and agreed that these products will be made available and sold subject to such terms and conditions as may be posted on the Platform in relation to them.

5. Terms Applicable to All Users: Eligibility, Licence and Representations

5.1 Eligibility: General

This Platform is intended solely for Users who, if they are a natural person, are 18 years of age or older, and any registration by, use of or access to the Platform by any natural person under 18 is unauthorised, unlicensed and in violation of these Web Terms of Use. By using the Service or the Platform, you represent and warrant that, if you are a natural person, you are 18 or older and that you agree to and will abide by all of the terms and conditions of these Web Terms of Use. If you violate any of these Web Terms of Use, or otherwise violate an agreement between you and us or any other WiseAlpha Product Issuer, we may terminate your membership, delete any content or information that you have posted on the Platform and/or prohibit you from using or accessing the Service or the Platform (or any portion, aspect or feature of the Service or the Platform), at any time at our sole discretion, with or without notice, including without limitation if we believe that you are under 18.

5.2 Account Eligibility

5.2.1 Individual Accounts

1. To open an individual account with WiseAlpha Technologies Limited or any other WiseAlpha Product Issuer you must meet the following criteria:
1. you must be over 18 years old;
2. meet our onboarding eligibility and suitability requirements presented during onboarding;
3. you must have a valid GBP or EUR bank or building society account;
4. you must register your details on the Platform
2. At present there is no fee payable for opening an account. We reserve the right to introduce an account fee in future.
3. We retain the right to refuse an individual from opening an account without giving a reason.
4. Before making an account active, we may carry out identity and fraud checks using a third party identity checking provider. We retain entire discretion as to whether an application for an account is permitted or not. You may be requested to submit additional information or documents in support of your application.
5. In the registration process you will be asked to supply a username and password. Your unique username and password will be used in order to access parts of the Platform.
6. An account is not transferable.
7. Individual account holders who are involved with the operation of the Service may purchase Fractional Bonds or other WiseAlpha Products with the advantage of information which may not be available to other account holders.
8. In consideration of your use of the Platform, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Platform or otherwise requested by us or any other WiseAlpha Product Issuer (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to us or any other WiseAlpha Product Issuer, to keep it accurate, current and complete; (d) promptly notify us regarding any material changes to information or circumstances that could affect your eligibility to continue to use the Platform or Service or the terms on which you use the Platform or Service; and (e) be fully responsible for all use of your account and for any actions that take place using your account.

5.2.2 Corporate Accounts

1. If you are a UK limited company, LLP, EU company, public body, pension fund or trust or any other organisation you must apply to open a corporate account. Specifically:
1. If you are a UK limited company, you must be registered with Companies House; or if you are a European company you must be registered with your national company registration authority;
2. If you are an LLP, you must have a permanent place of business in the UK or EU (excluding the Channel Islands and the Isle of Man);
3. If you are a public body, you must be registered or formed with the relevant authority in the UK (excluding the Channel Islands and Isle of Man); and
4. If you are any other legal entity, duly registered with an appropriate authority in the jurisdiction in which you are located.
2. You must inform us as to what type of organisation you are at the application stage.
3. In the case of a corporate account holder which is a trust or pension fund, the account holding entity will be the legal entity constituting the relevant trust or pension fund and not the beneficiaries of that trust or pension fund. Accordingly, payments by WiseAlpha Technologies Limited or any other WiseAlpha Product Issuer on account of interest (or other similar return) and principal on Fractional Bonds or other WiseAlpha Product which are payable to the trust or pension fund cannot be paid directly to the beneficiaries and must be paid to the bank account of the relevant trust or pension fund.
4. Before making an account active, we will carry out identity and fraud checks using TransUnion or other third party identity checking providers. We retain entire discretion as to whether an application for an account is permitted or not. You may be requested to submit additional information or documents in support of your application.
5. WiseAlpha Technologies Limited or any other WiseAlpha Product Issuer may suspend or place limitations on trading on your account at any time if we believe it is appropriate in order to comply with its legal obligations. For more details about how your information may be used, please refer to the WiseAlpha Privacy Policy which is available at http://www.wisealpha.com/privacy/.
6. Access to the Platform for Users that are businesses, other entities or persons acting on behalf of such businesses or entities, is intended solely for authorised representatives of businesses or other entities that are in good standing in each jurisdiction in which they are registered to conduct business and persons otherwise authorised by such businesses or entities to act in furtherance of the business or entity’s use of the Platform or Service. By using the Service or the Platform on behalf of a business or other entity, you represent and warrant that you are duly authorised in accordance with the foregoing by the business or other entity on behalf of which you are acting, that you have the power and authority to enter into binding agreements on behalf of the business or entity or in the capacity in which you are acting, and that the business or entity is in good standing in each jurisdiction in which it is registered to conduct business to the best of your knowledge. Furthermore, you confirm that you agree to all of the terms and conditions of these Web Terms of Use individually and on behalf of such business or other entity, and represent and warrant that you and such business or other entity will abide by all of the terms and conditions of these Web Terms of Use.
7. If you, the business or entity, any other person acting on behalf of the business or entity or any guarantor (if applicable) violates any of these Web Terms of Use, or otherwise violates an agreement between the business or entity (or, if applicable, any guarantor) and us or any other WiseAlpha Product Issuer, we may terminate the business or entity’s membership, delete any associated profile and any content or information posted on the Platform in connection with the business or entity’s membership and/or prohibit you, such business or entity and any other person acting on the business or entity’s behalf from using or accessing the Service or the Platform (or any portion, aspect or feature of the Service or the Platform), at any time in our or any other applicable WiseAlpha Product Issuer's sole discretion, with or without notice.
8. In addition to the User Representations set forth below under “User Representations,” which you hereby confirm on behalf of the business or entity member, you further agree, both individually and on behalf of the business or entity, not to use the Service or the Platform to:
1. register for multiple User accounts on behalf of the same business or entity;
2. operate or otherwise utilise an account opened in the name of a business or entity for the benefit of any persons other than that business or entity;
3. operate or otherwise utilise an account opened in the name of a business or entity for any purpose prohibited by law or regulation, any activity which that business or entity is not duly authorised to conduct, or for any purpose prohibited by any other agreement between the business or entity and us or any other WiseAlpha Product Issuer; and
4. operate a User account on behalf of any business or entity with regard to which you are not an authorised person with the power to enter into binding agreements on behalf of the business or entity.
9. Furthermore, you represent and warrant and agree, both individually and on behalf of the business or entity, that:
1. all email addresses provided on behalf of the business or entity are and will be used by the business or entity for business purposes; and
2. you will not represent or portray the business or entity as being affiliated with us in any capacity other than being a User of the Platform or Service without our prior written consent.
10. In consideration of your use of the Platform and the Service on behalf of a business or other entity member, you, individually and on behalf of such business or entity, agree to (a) provide accurate, current and complete information about the business or entity, yourself and any other principals and/or authorised representatives of the business or entity member as may be prompted by any registration forms on the Platform or otherwise requested by us or any other WiseAlpha Product Issuer (“Registration Data”), including the business or entity’s full legal name; (b) provide such materials as may be requested to establish and/or verify your or any other person’s identity or authority to enter into binding agreements on behalf of the business or entity, or to establish and/or verify the business or entity’s legal existence, good standing in any jurisdiction and eligibility to use the Platform or Service; (c) maintain the security of any password and identification issued for use by or on behalf of the business or entity; (d) maintain and promptly update the Registration Data, and any other information provided by you or anyone else acting on behalf of the business or entity, to keep it accurate, current and complete; (e) promptly notify regarding any material changes to information or circumstances impacting the business or entity’s legal existence, good standing in any jurisdiction in which the business or entity is authorised to conduct business, or eligibility for continued use of the Platform or any Service; and (f) be fully responsible for all use of any accounts opened on behalf of the business or entity and for any actions that take place using such account.

5.3 WiseAlpha Account Operation

5.3.1 Once you have opened an account with WiseAlpha Technologies Limited you can transfer money to pay amounts in respect of the Completion Price of Fractional Bonds and other WiseAlpha Products by debit card on the Platform or bank transfer. WiseAlpha Technologies Limited has complete discretion to specify the method by which you may transfer money depending on the outcome of the identity checks. It is important that you quote your WiseAlpha account number in the narrative box if you transfer money using a bank transfer. In the case of transfers by debit cards, a transfer will be deemed to be complete as soon as funds are received and accepted by us.

5.3.2 There are no fees payable at this time to set up a WiseAlpha account.

5.3.3 Money transferred to a Product account will be held in a segregated client account until it is transferred to WiseAlpha Technologies Limited on issuance of the Fractional Bonds and when money is duly returned to you.

5.3.4 You will receive any interest (or other similar return) and/or principal in respect of a Fractional Bond held by you and you will be able to view the status of your account online.

5.3.5 Any funds that you transfer to a Product Account will be held, entirely separate from the assets and funds of the Company, its affiliates and any other WiseAlpha Product Issuer.

5.3.6 WiseAlpha Technologies Limited is permitted to make annual statements available to Investors electronically and reserve the right to charge an administration fee of £10 for each paper copy of such statements or for statements covering a non-standard time period of time for which we would not normally provide a statement.

5.3.7 If you wish to make a formal complaint, you may do so in writing by post or email or by telephone. Please see our Complaints Procedure

5.4 Account Closing

5.4.1 You can close your account by contacting Investor Services, unless you have outstanding Fractional Bonds. If you have outstanding Fractional Bonds, you must either hold the Fractional Bonds until they are no longer outstanding or sell the Fractional Bonds via the Secondary Market.

5.4.2 It is important to note that there are certain reporting and information retention requirements with which we must comply. Therefore, your account information cannot be deleted. If you close your account, your account will become inactive and not accessible to you or to anyone other than our authorised personnel; however, your account information will not be deleted. Of course, once your account is deactivated, you will not receive any further communications from us.

5.5 Other WiseAlpha Product Issuer Accounts

The terms and conditions applicable to any accounts that may be made available by any other WiseAlpha Product Issuers (including terms relating to the closure of any such accounts) will be posted on the Platform from time to time and will be applicable on such terms.

6. User Representations

6.1 You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted or shared by you through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libellous, defamatory or otherwise unlawful material. You further agree not to harvest or collect email addresses or other contact information of Users from the Service or the Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications. Additionally, you agree not to use automated scripts to collect information from the Service or the Platform or for any other purpose. You further agree that you may not use the Service or the Platform in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Platform. In addition, you agree not to use the Service or the Platform to:

6.1.1 upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;

6.1.2 except where authorised by WiseAlpha Technologies Limited or any other applicable WiseAlpha Product Issuer, register for more than one User account, register for a User account on behalf of an individual other than yourself, operate a User account on behalf of or for the benefit of any person who is not eligible to register for or operate a User account in their own name, or register for a User account on behalf of any group or entity (other than approved investment accounts opened on behalf of legal entities);

6.1.3 impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with or authority to act on behalf of any person or entity;

6.1.4 upload, post, transmit, share or otherwise make available any unsolicited or unauthorised advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

6.1.5 upload, post, transmit, share, store or otherwise make publicly available on the Platform any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, and credit card numbers;

6.1.6 solicit personal information from any natural person under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes from any User;

6.1.7 upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

6.1.8 intimidate or harass another User;

6.1.9 upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offence, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;

6.1.10 use or attempt to use another’s account, service or system without authorisation from that person and us, or create a false identity on the Service or the Platform; or

6.1.11 upload, post, transmit, share, store or otherwise make available content that, in our sole judgement, is objectionable or which restricts or inhibits any other person from using or enjoying the Platform, or which may expose us or any other WiseAlpha Product Issuer or our Users to any harm or liability of any type.

6.2 User Content Posted on the Platform

6.2.1 You are solely responsible for the personal or business information, photos, profiles, messages, notes, text, information, music, video, contact information for you or others, advertisements or other content that you upload, publish, provide or display (hereinafter, “post”) on or through the Service or the Platform, or transmit to or share with other Users (collectively the “User Content”). It is a breach of these Web Terms of Use to contact members directly. You understand and agree that we may, but are not obliged to, review and delete or remove (without notice) any User Content in our sole discretion, including without limitation, User Content that in our sole judgement violates these Web Terms of Use, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, Users or others.

6.2.2 By posting User Content to any part of the Platform, 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 licence (with the right to sub-licence) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Platform or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorise sub-licences of the foregoing. You may remove your User Content from the Platform at any time. If you choose to remove your User Content, the licence granted above will not expire.

7. All Users: Consent to Electronic Transactions and Disclosures

Because the Service operates only on the internet, it is necessary for you to consent to transact business with us and any other WiseAlpha Product Issuer online and electronically. As part of doing business with us, we also need you to consent to certain disclosures being given to you electronically, either via our Platform or to the email address you provide to us. By agreeing to the Web Terms of Use, you agree to receive electronically all documents, communications, notices, contracts, and agreements (including any tax forms) arising from or relating to your use of the Platform and Service, including any Fractional Bonds or any other WiseAlpha Products you may purchase, your registration as an investor on our Platform, your use of this Service, and the servicing of your Fractional Bonds or any other WiseAlpha Products as a member of WiseAlpha (each, a “Disclosure”), from us or any other WiseAlpha Product Issuer, as the case may be.

7.1 Electronic Communications

Any Disclosures will be provided to you electronically through our Platform or via electronic mail to the verified email address you provided. If you require paper copies of such Disclosures, you may write to us at the mailing address provided below and a paper copy will be sent to you at a cost of up to £5.00. A request for a paper copy of any Disclosure will not be considered a withdrawal of your consent to receive Disclosures electronically. We may discontinue electronic provision of Disclosures at any time at our sole discretion.

7.2 Scope of Consent

Your consent to receive Disclosures and transact business electronically, and your agreement to do so applies to any transactions to which such Disclosures relate. Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a User have been made.

7.3 Consenting to Do Business Electronically

Before you decide to do business electronically with us, you should consider whether you have the required hardware and software capabilities described below.

7.4 Hardware and Software Requirements

In order to access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the internet; an email account and related software capable of receiving email through the internet; a web browser which is Transport Layer Security (TLS) - compliant and supports secure sessions. We support the current and the previous release of Chrome, Firefox, Safari, and Microsoft Edge. Each time a new browser version is released, we begin supporting that version and stop supporting the third most recent version.

7.5 Consent

You expressly consent to receiving calls and messages, including auto-dialled and pre-recorded message calls, and SMS messages (including text messages) from each of you WiseAlpha Technologies Limited, and/or any other WiseAlpha Product Issuer, as the case may be, each of our affiliates, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider may charge you according to the type of plan you carry.

7.6 Additional Mobile Technology Requirements

If you are accessing the Platform and the Disclosures electronically via a mobile device (such as a smart phone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device’s respective “app store”. If you do not have these capabilities on your mobile device, please access the Platform through a device that provides these capabilities.

7.7 Withdrawing Consent

You may withdraw your consent to receive Disclosures electronically by contacting us at the address below. If you are a member on the Platform and you withdraw your consent to receive Disclosures electronically, you may continue to purchase Fractional Bonds or other WiseAlpha Products on the Platform. If you have already purchased one or more Fractional Bonds or other WiseAlpha Products, all previously agreed to terms and conditions will remain in effect, and we will send Disclosures to your verified home address provided during registration (except with regard to members that are entities, as discussed under “Terms Applicable to Business and Other Entity Users” below).

7.8 How to Contact Us Regarding Electronic Disclosures

7.8.1 You can contact us via email at compliance@wisealpha.com. You may also reach us in writing at the following address: care of WiseAlpha Technologies Ltd, Level 39, One Canada Square, Canary Wharf, London E14 5AB, Attention: Compliance.

7.8.2 If you are an individual User, you will keep us informed of any change in your email or home mailing address so that you can continue to receive all Disclosures in a timely fashion. If your registered email address changes, you must promptly notify us of your new email address by sending an email to investing@wisealpha.com or calling +44 20 3927 2790. You also agree to update your registered residence address and telephone number on the Platform if they change. If you are a business or entity User or are acting on behalf of a business or entity, you will keep us informed of any change to your email address, telephone number and primary business address, as discussed under “Terms Applicable to Business and Other Entity Users” below.

7.8.3 You will print a copy of these Web Terms of Use for your records and you agree and acknowledge that you can access, receive and retain all Disclosures electronically sent via email or posted on the Platform.

8. All Users: Intellectual Property Matters

8.1 Trademarks and Intellectual Property

WiseAlpha graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of ours. A similar license may be provided to any other WiseAlpha Product Issuer that uses the Platform. These trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.

8.2 Copyright Complaints

8.2.1 If you believe that any material on the Platform infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent as set forth below:

8.2.2 The notification must be a written communication that includes the following:

1. A physical or electronic signature of a person authorised to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
4. Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
5. A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorised by the copyright owner, its agent or the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorised to act on behalf of the owner of an exclusive right that is allegedly infringed.

8.3 Repeat Infringer Policy

In accordance with applicable law, we and each other WiseAlpha Product Issuer have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, the memberships of those Users who are deemed to be repeat infringers. We may also, at our sole discretion, limit access to the Platform and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

8.4 Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Platform or the Service (“Submissions”), provided by you to us are non-confidential and shall become the sole property of the Company. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

9. All Users: Miscellaneous Terms

9.1 Links to Other Websites and Content

The Platform contains (or you may be sent through the Platform or the Services) links to other websites (“Third Party Websites”), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other content belonging to or originating from third parties (the “Third Party Content”). Such Third Party Websites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us or any other WiseAlpha Product Issuer and neither we nor any other WiseAlpha Product Issuer are responsible for any Third Party Websites accessed through the Platform or any Third Party Content posted on the Platform, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Websites or the Third Party Content. Inclusion of or linking to any Third Party Website or any Third Party Content does not imply approval or endorsement thereof by us or any other WiseAlpha Product Issuer. If you decide to leave the Platform and access the Third Party Websites, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Platform.

9.2 Privacy

Please review the Platform’s Privacy Policy. By using the Platform or the Service, you are consenting to have your personal data transferred to and processed in the UK, in countries in the European Economic Area, and the British Virgin Islands.

10. Disclaimers

10.1 We do not guarantee the accuracy of any User Content, Third Party Content or any other content on the Platform delivered by the Service. Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post on the Platform and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Platform or in connection with any User Content or Third Party Content. We are not responsible for the conduct, whether online or offline, of any User of the Platform or Service. We cannot guarantee and do not promise any specific results from use of the Platform and/or the Service.

10.2 The Platform and the Service may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorised access to, or alteration of, User communications. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the internet or on the Platform or combination thereof, including injury or damage to Users or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will we be responsible for any loss or damage, including any loss or damage to any User Content, financial damages or lost profits, loss of business, or personal injury or death, resulting from anyone’s use of the Platform or the Service, any User Content or Third Party Content posted on or through the Platform or the Service or transmitted to Users, or any interactions between Users of the Platform, whether online or offline.

10.3 We reserve the right to change any and all content contained in the Platform and any Services offered through the Platform at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by the Company.

11. Limitation on Liability

EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED , IN NO EVENT WILL WE, ANY OTHER WISEALPHA PRODUCT ISSUER OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE PLATFORM OR THE SERVICE OR ANY OF THE PLATFORM CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE PLATFORM, EVEN IF WE OR ANY OTHER WISEALPHA PRODUCT ISSUER ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW EACH OF THE COMPANY’S AND ANY OTHER WISEALPHA PRODUCT ISSUER’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US OR ANY OTHER WISEALPHA PRODUCT ISSUER FOR THE SERVICE DURING THE TERM OF MEMBERSHIP. IN NO CASE WILL OUR OR, ANY OTHER WISEALPHA PRODUCT ISSUER'S LIABILITY TO YOU EXCEED £100. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO THE COMPANY OR ANY OTHER WISEALPHA PRODUCT ISSUER FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM US OR ANY OTHER WISEALPHA PRODUCT ISSUER REGARDLESS OF THE CAUSE OF ACTION.

12. Governing Law; Venue and Jurisdiction

By visiting or using the Platform and/or the Service, you agree that the laws of England, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Web Terms of Use and any non-contractual obligations arising out of or in connection with them. If you purchase a Fractional Bond, the terms and conditions of the Fractional Bond, and any non-contractual obligations arising out of or in connection with it will also be governed by English law. The governing law of any other WiseAlpha Product shall be as set out in the relevant terms and conditions relating to such WiseAlpha Product, as published on the Platform.

13. Indemnity

You agree to indemnify and hold each of us and any other applicable WiseAlpha Product Issuer, our respective 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 attorney’s fees, arising out of or in connection with your User Content, any Third Party Content you post or share on or through the Platform, your use of the Service or the Platform, your conduct in connection with the Service or the Platform or with other Users of the Service or the Platform, or any violation of these Web Terms of Use or of any law or the rights of any third party.

14. Other

The failure of us and/or any other WiseAlpha Product Issuer to exercise or enforce any right or provision of these Web Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Web Terms of Use is held invalid, the remainder of these Web Terms of Use shall continue in full force and effect. If any provision of these Web Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Web Terms of Use and shall not affect the validity and enforceability of any remaining provisions.