InvestorsEdge Limited incorporated in England and Wales under company registration number 8971667, whose registered office is at 26 High Street, Battle, East Sussex, TN33 0EA, United Kingdom) (‘the Supplier’), will supply the Supplier’s Services (as defined below) subject to the provisions set out below and these terms will apply to any subscription made by any person (the "Client") who subscribes to receive the Supplier’s Service.
By accessing and using any content of the INSERT Website name details and related emails (the "Site") the Client agrees to and is bound by the following terms :
The Supplier may, in its sole discretion, seek the Client’s consent to these terms and conditions and certain other agreements on the Site by means of an electronic signature by requesting you to affirmatively "click" on boxes containing the words "I Accept," "I Agree" or other similar phrases (collectively, "Acceptance Terms"). If the Client does "click" on the Acceptance Terms, the Client’s "click" will be deemed a legally binding electronic signature. The Client acknowledges and agrees that it will carefully review any document or The Supplier b page before making such an electronic signature.
TERMS AND CONDITIONS
The Supplier shall supply the following services to the Client: The Provision of an internet based software platform for the development, testing and management of automated trading algorithms.(‘the Supplier’s Services’)
The Supplier’s Services will continue until such time until properly terminated by either party in accordance with these terms (‘the Term’)
The Client shall pay the Supplier the fee as published on the Site and/or any sum agreed between the Supplier and the Client on a monthly basis or before the 1st of the month in advance/arrears of receiving the Supplier Service (‘the Fee’)
Performance of the Supplier’s Services.
- The Supplier shall use reasonable endeavours to provide the Supplier’s Services.
Time shall not be of the essence:
- for any times for when the Supplier’s Services are to be performed, whether given or agreed to by the Supplier; or
- for the length of time that any of the Supplier’s Services are to take, whether specified in the Specification Document or otherwise; or
- for such other date as agreed by the Parties.
- The Supplier is not a financial analyst, investment broker or financial advisor. The information on and access to the Site is provided for information purposes only such information is not intended to be and does not constitute financial advice or any other advice.
- The Supplier is not responsible for any decision, whether it be an investment decision or otherwise, that the Client makes as a result of its access to the Site or at all and the Client must take independent financial advice regarding any investment decision that the Client makes.
- The Supplier grants the Client a non-exclusive, non-transferable right to access and use the Site during the Term.
- Any log-in ID and password which is given to the Client by the Supplier may not be transferred, assigned or otherwise loaned (temporarily or otherwise) in any manner whatsoever.
Fee and payment
- In consideration of the Supplier’s Services to be provided by the Supplier to the Client, the Client shall pay the Fee to the Supplier in full and in arrears on or before the 1st day of the month following the start of the subscription.
- All amounts stated are exclusive of VAT and/or any other applicable taxes or levy, which shall be charged in addition at the rate in force at the date any payment is required from the Client.
- If payment of the Fee is not received by any due date, the Supplier shall be entitled (without prejudice to any other right or remedy):
- to charge interest on the outstanding amount at the rate of 4% per annum above the base lending rate of Barclays Bank plc, accruing daily; or
- to downgrade the Supplier Service to any level that the Supplier may at its absolute discretion choose.
- to require that the Client make a payment in advance of any Services or part of the Supplier’s Services not yet supplied;
- to not provide any further Supplier’s Services or part of the Supplier’s Services; or
- to not provide any Reports or part of any Report due on completion of the Supplier’s Services (until such payment is made)
The Client’s obligations
The Client acknowledges and agrees that for the Supplier to be able to provide the Supplier’s Services the Client shall:
- co-operate with the Supplier as the Supplier reasonably requires;
- provide to the Supplier such information and documentation as the Supplier reasonably requires;
- The Client acknowledges and agrees that the Site contains or provides access to information, software, advertising and financial market information, including but not limited to, design, text, graphics, audio, video clips, images, links, financial analysis and research, other financial market data, and other material (collectively, the "Content") that may be protected by copyright, trademark or other proprietary rights of the Supplier or third parties. All Content on the Site is copyrighted as a collective work of the Supplier pursuant to applicable copyright law. Unless otherwise indicated, the product and service names used in connection with the Site are trademarks or registered trademarks of the Supplier.
- The Client acknowledge that the market data information provided is property of the various exchanges and other information providers and therefore subject to modifications from these sources and to all copyright and other interests maintained by the sources.
- The Client agrees to comply with any additional copyright notices, information, or restrictions contained in any Content available on or accessed through the Site.
- The Client may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, redistribute, store, perform, link, display, or in any way manipulate any of the Content, in whole or in part, except as expressly permitted in these terms and conditions or with the prior written consent of the Supplier. Content consisting of downloadable software may not be reverse engineered.
- The Client may download or copy the Content only for its own personal use, except as provided elsewhere in these terms and conditions, provided that you retain on such materials all copyright and other notices contained in such Content. The only exceptions to this paragraph are (a) as expressly permitted by the copyright laws, (b) with the express prior written permission of the Supplier.
- In the event that the Client transmits to or otherwise provides to the Site any feedback (such as questions, comments, suggestions, or the like) or data or materials ("User Submissions"), such User Submissions shall, be deemed to be non-confidential and non-proprietary. The Supplier shall have no obligation of any kind with respect to such User Submissions and shall be free to reproduce, use, disclose, modify, display and distribute the User Submissions to others without limitation. By transmitting such User Submissions to the Site, the Client is deemed to grant to the Supplier a perpetual, worldwide, royalty-free, irrevocable, non-exclusive license (with rights to sublicense) to use any ideas, concepts, know-how or techniques contained in such User Submissions for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products incorporating such User Submissions.
- Without prejudice either to the forgoing or the remainder of these terms, in the event that the Client transmits to or otherwise provides to the Site any algorithm or similar (User Algorithm), such User Algorithm shall, be deemed to be confidential and proprietary to the Client. The Supplier shall with respect to such User Algorithm be prohibited from reproducing, using, disclosing, modifying, displaying and distributing the User Algorithm to others at all.
- The Client may post on the Site any User Submissions which it owns and User Submissions for which the Client has received express permission from the owner.
- The Client assumes all risk and responsibility for determining whether the User Submissions is in the public domain.
- The Client grants the Company the right to edit, copy, publish, distribute, translate and otherwise use in any medium any User Submissions that the Client places on the Site without remuneration to the Client.
- The Client represents and warrants that it is authorised to grant all rights set forth in this Clause 4.
- The Client is prohibited from posting or transmitting to the Site, including any discussion forums, any unsolicited chain letters or "spam", or any confidential, threatening, harassing, libelous, false, defamatory, offensive, obscene, or pornographic material, any material that would violate the rights of privacy of any person, or other material that would violate any applicable law or regulation, including but not limited to any laws or regulations governing equal employment opportunities. HoThe Supplier ver, if such communications do occur, the Supplier will have no liability related to the content of any such communications.
- The Client is prohibited from posting on the Site any user feedback or communications, in which the Client does not own the copyright, unless the Client has consent from the owner or the content is in the public domain.
- The Client may not post or transmit to the Site any advertising, surveys, promotional materials, contests, or any other commercial or non-commercial solicitations.
- The Client is prohibited from impersonating any individual. The Supplier may, but is not obligated to, review or monitor areas on the Site, if any, where users may transmit or post communications, including discussion groups, bulletin boards, chat rooms, and user forums. The Company is not responsible for the accuracy of any posted information, including but not limited to information, data, opinions, advice, or statements transmitted or posted in discussion groups, bulletin boards, chat rooms, and user forums.
- The Client acknowledges and agrees that for the Supplier to be able to provide the Supplier’s Services the Client shall:
Protection of confidential information
- Without prejudice to the automatic confidentiality provisions of Clause 3.1.9 Each Party (‘the Receiving Party’) shall, when requested to do so, keep the confidential information of the other Party (‘the Supplying Party’) confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party shall only use the confidential information of the Supplying Party for the Purpose and for performing the Receiving Party’s obligations under the Agreement. The Receiving Party shall inform its officers, employees and agents of the Receiving Party’s obligations under the provisions of this Clause 4, and ensure that the Receiving Party’s officers, employees and agents meet the obligations.
- The obligations of Clause 4.1 shall not apply to any information which:
- was known or in the possession of the Receiving Party before it was provided to the Receiving Party by the Supplying Party;
- is, or becomes, publicly available through no fault of the Receiving Party;
- is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
- was developed by the Receiving Party (or on its behalf) who had no direct access to, or use or knowledge of the confidential information supplied by the Supplying Party; or
- is required to be disclosed by a court order of competent jurisdiction.
- This Clause 4 shall survive termination of these terms for a period of 2 years.
Warranties, liability and indemnities
- The Supplier warrants that it will use reasonable care and skill in performing the Supplier’s Services to a standard which conforms to generally accepted industry standards and practices.
- If any part of the Supplier’s Services is performed negligently or in breach of the provisions of these terms then, at the request of the Client, the Supplier will re-perform the relevant part of the Supplier’s Services, always subject to Clauses 5.5 and 5.7 below.
- The Supplier expressly does not warrant that any result or objective whatsoever whether stated in these terms or not shall be achieved, be achievable or be attained at all or by a given date or any other date.
- Except in the case of death or personal injury caused by the Supplier’s negligence, the Supplier’s accepts no liability whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever and such liability shall not exceed the Fee paid to the Supplier under these terms . The provisions of this Clause 5.4 shall not apply to Clause 5.6.
- Neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill. The provisions of this Clause 5.5 shall not apply to Clause 5.6.
- The Client shall indemnify and hold harmless the Supplier from and against all Claims and Losses arising from loss, damage, liability, injury to the Supplier employees and third parties, infringement of third party intellectual property, or third party losses by reason of or arising out of any information supplied to the Client by the Supplier, its employees or consultants, or supplied to the Supplier by the Client within or without the scope of these terms. ‘Claims’ shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise); and ‘Losses’ shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.
- Each of the Parties acknowledges that, in entering into these terms, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in these terms , and any conditions, warranties or other terms implied by statute or common law are excluded from these terms to the fullest extent permitted by law. Nothing in these terms excludes liability for fraud.
- The Client expressly agrees that use of the Site are at his or her sole risk. Neither the Supplier, its affiliates, nor any of their respective employees, agents, third-party content providers, or licensors warrants that use of the Site will be uninterrupted or error free; nor do they make any warranty as to the results that may be obtained from use of the Site or as to the accuracy, reliability, or content of any information, service, or merchandise provided through the Site.
- The Site is provided on an "as is" basis without warranties of any kind, either express or implied, including but not limited to warranties of title or implied warranties of merchantability or fitness for a particular purpose, other than those warranties which are implied by and incapable of exclusion, restriction, or modification under the laws applicable to this agreement.
- The disclaimers of liability contained in this section apply to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortious behavior, negligence, or under any other cause of action. Member specifically acknowledges that the company is not liable for the defamatory, offensive, or illegal conduct of other third parties, members, or other users of the forums and that the risk of injury from the forgoing rests entirely with each member.
- Neither the Supplier nor any person nor entity involved in creating, producing, or distributing content of the Site be liable for any direct, indirect, incidental, special, or consequential damages (including but not limited to lost profits or trading losses) arising out of the use of or inability to use the Site or out of the breach of any warranty.
- The Supplier neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, or statement on the Site, nor for any offensive, defamatory, or obscene posting made on the forums by anyone other than authorized the Supplier employee spokespersons while acting in their official capacities. Under no circumstances will the Supplier be liable for any loss or damage caused by a Client's reliance on information obtained through the content on the Site.
- The Supplier does not endorse, warrant, or guarantee any product or service offered by a third party through the Site.
- The Supplier its officers, directors, shareholders agents or its third-party providers shall under no circumstances be liable for any direct, indirect, incidental, punitive, special or consequential damages (including without limitation, attorneys' fees), whether in an action of contract, negligence or other tortious action, that result from the use of, or the inability to use, any materials available on the Site, even if the Supplier has been advised of such damages.
- If the Client is dissatisfied with any of the Site's Information or other materials, or with any of the terms and conditions contained in the Site, the Client’s sole and exclusive remedy is to discontinue using the Site. If the Supplier or any of its third-party providers are found liable in connection with a claim arising out of or related to the services or the Site, their aggregate liability in such an event shall not exceed the amount of the fees paid by you for use of the service during the month in which the event giving rise to the liability occurred. The Client’s right to monetary damages in such amount shall be in lieu of all other remedies to which you may otherwise be entitled from the Company, or its third-party providers.
- These terms shall be in force during the Term
- Either Party may terminate the Term by giving notice to the other Party if the Supplier, without prejudice to and subject to the remainder of these terms becomes unable to carry out the Supplier’s Services.
- Either Party may terminate the Term by giving the other Party notice of termination in accordance with these terms.
Without prejudice to other remedies or rights, either Party may terminate the Term at any time by notice to the other Party (‘the Other Party’), the notice taking effect as specified in the notice:
- if the Other Party is in material breach of its obligations under these terms , and where a breach is capable of remedy within (14) days, the breach is not remedied within (14) days by the Other Party receiving notice which specifies the breach and requiring the breach to be remedied; or
- if the Other Party becomes insolvent or if an order is made or a resolution is passed for the winding up of the Other Party (other than voluntarily for the purpose of solvent amalgamation or re-construction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the Other Party’s assets or business, or if the Other Party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.
- The Supplier has the right, in its sole discretion, to terminate the Client’s access to the Site, without liability to either the Client or any third party, if the Clients violate any of these Terms , violates the rights of the Supplier, interfere with any other Client’s access or use of the Site, or if the Supplier decides that the Client’s use is otherwise detrimental to the Supplier, the Site, or the Supplier's suppliers or licensors. The Supplier does not have any obligation or liability to the Client for the performance or non-performance of those activities.
- The Supplier owns and operates the Site.
- The Client is responsible for all access to the Site using your Internet connection, even if the access is by another person.
- The Supplier will use reasonable efforts to ensure that the Site is available at all times. However, the Supplier cannot guarantee that the Site or any individual function or feature of the Site will always be available and/or error free. In particular, the Site may be unavailable during periods when the Supplier is implementing upgrades to or carrying out essential maintenance on the Site.
- The intellectual property rights in the Site and all of the text, pictures, videos and other content made available on it are owned by the Supplier and its licensors. The Client may not print or otherwise make copies of any such content without the Supplier’s express prior permission.
The Supplier provide the Site on an ‘as is’ basis and make no representations as to the quality, completeness or accuracy of any content made available on the Site. To the maximum extent permitted by law, The Supplier expressly exclude:
- use the Site for any fraudulent or unlawful purpose;
- use the Site to defame, abuse, harass, stalk, threaten or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity;
- impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Site; or express or imply that The Supplier endorse any statement you make;
- interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available; or violate any requirements, procedures, policies or regulations of such networks;
- transmit or otherwise make available in connection with the Site any virus, worm, Trojan horse or other computer code that is harmful or invasive or may or is intended to damage the operation of, or to monitor the use of, any hardware, software, or equipment;
- reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Site;
- modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Site. If the Client wish to reverse engineer any part of the Site to create an interoperable program the Client must contact the Supplier who may provide interface data subject to verification of the Client’s identity and other information;
- remove any copyright, trade mark or other proprietary rights notice from the Site or materials originating from the Site;
- frame or mirror any part of the Site without the Supplier’s express prior written consent;
- create a database by systematically downloading and storing Site content;
- use any manual or automatic device in any way to gather Site content or reproduce or circumvent the navigational structure or presentation of the Site without the Client’s express prior written consent. Notwithstanding the foregoing, The Supplier may grant the operators of public online search engines limited permission to use search retrieval applications to reproduce materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of such materials solely in connection with each operator’s public online search service.
- The Supplier reserves the right to revoke these exceptions either generally or in specific instances.
- The Site may provide links to other websites and online resources. The Supplier is not responsible for and do not endorse such external sites or resources. The Client’s use of third party websites and resources is at the Client’s own risk.
- The Supplier may block any links to or from the Site. Additionally, The Supplier may provide tools to allow the Client to link to the Site directly from a third party site; if the Client does link to the Site (whether using such tools or otherwise), the Client agrees that it will disable and remove any such link promptly upon the Supplier’s request.
Neither Party shall have any liability under or be deemed to be in breach of these terms for any delays or failures in performance of these terms which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party by email when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than six months, either Party may terminate these terms by notice by email to the other Party.
These terms may only be amended if specifically agreed by duly authorised representatives of both of the Parties.
A Party may assign and transfer all its rights and obligations under these terms to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under these terms.
These terms contain all of the terms between the Parties in respect of the subject matter of these terms and supersedes and replaces any prior written or oral agreements, representations or understandings between the Parties relating to such subject matter. The parties confirm that they have not entered into agreeing to these terms these terms on the basis of any representation that is not expressly incorporated into these terms . these terms Waiver
No failure or delay by either Party in exercising any right, power or privilege under these terms shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in these terms are cumulative and not exclusive of any rights and remedies provided by law.
Agency, partnership etc
These terms shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in these terms. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.
Each Party to these terms shall at the request and expense of the other or any of them execute and do any deeds and other things reasonably necessary to carry out the provisions of these terms or to make it easier to enforce.
If any provision of these terms is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from these terms and rendered ineffective as far as possible without modifying the remaining provisions of these terms , and shall not in any way affect any other circumstances of or the validity or enforcement of these terms.
No Party shall issue or make any public announcement or disclose any information regarding these terms unless prior to such public announcement or disclosure it furnishes all the Parties with a copy of such announcement or information and obtains the approval of such persons to its terms. However, no Party shall be prohibited from issuing or making any such public announcement or disclosing such information if it is necessary to do so to comply with any applicable law or the regulations of a recognised stock exchange.
In these terms unless the context otherwise requires:
- words importing any gender include every gender;
- words importing the singular number include the plural number and vice versa;
- words importing persons include firms, companies and corporations and vice versa;
- references to numbered clauses and schedules are references to the relevant clause in or schedule to these terms;
- reference in any schedule to these terms to numbered paragraphs relate to the numbered paragraphs of that schedule;
- any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
- the headings to the clauses, schedules and paragraphs of these terms are not to affect the interpretation;
- any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment;
- where the word ‘including’ is used in these terms, it shall be understood as meaning ‘including without limitation’.
Any notice to be given under these terms shall be in writing and shall be sent by email to the relevant Party Notices sent as above shall be deemed to have been received three working days after the date of the email.
The Supplier Law and jurisdiction
The validity, construction and performance of these terms shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.
For the purposes of the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any other provision of these terms these terms is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.