1.1 These Subscription Terms are a contract between you and AlphieWealth DMCC a company registered in England and Wales with company number 10458671, whose registered office is at 17 Carlisle St, London, W1D 3BU (referred to as we or our).
1.2 References to you or your are to the individual subscribing to the Services. By completing the online registration process, you confirm your legal agreement to be bound by these Subscription Terms.
1.3 We reserve the right to change and update these Subscription Terms at any time. We shall give you 60 days’ notice of any changes to these Subscription Terms. If you do not agree to the changes, the provisions of Condition 8.1 may apply.
- Definitions and Interpretation
2.1 In these Subscription Terms, the following words have the following meanings:
Authorised: authorised or registered by the Financial Conduct Authority to carry out a regulated activity under the Financial Services and Markets Act 2000 and/or a Professional Clients as defined under MiFID II (Annex II) and the FCA Handbook (COBS 3.5);
Confidential Information: has the meaning given to it in Condition 10;
Content: financial information and content made available from time to time;
Fee: the fee due to us for access and use of the Services;
IP Rights: any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design rights, rights in trade, business or domain names, rights in trade dress, rights in inventions, rights in confidential information or know-how or any similar of equivalent rights in any part of the world;
Registration: the online registration process required to access the Services;
Services: the provision of access to Content on the Website;
Website: the website located at alphiewealth.com or any other website notified to you;
Working Day: a day other than a Saturday, Sunday or public holiday in England.
2.2 Words in the singular include the plural and in the plural include the singular.
2.3 The headings shall not affect the interpretation of these Subscription Terms.
2.4 References to Conditions are references to the numbered provisions of these Subscription Terms.
2.5 Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party’s other rights and remedies.
2.6 Any phrase introduced by the words including shall be construed as illustrative and shall not limit the generality of the related general words.
2.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.
- How to Subscribe
3.1 You may not register on the Website or otherwise apply to the subscribe to the Services if you are not Authorised. Please see the UK government advice on how to apply to be Authorised.
3.2 To apply to subscribe to the Service, you should set up an account on the Website alphiewealth.com. When you have set up an account, we shall send an email to the address provided so that you can verify your account. You will then be prompted to complete your Registration. You warrant that all information provided during Registration is accurate and complete, and you understand that if we reasonably believe that any information is not accurate, we may notify any applicable regulatory authority.
3.3 On completion of your Registration, we shall consider the information you have provided. We may request that you provide additional information and/or documentation if we deem it necessary. If, at our sole discretion, we approve your Registration, we shall notify you accordingly, and the Fee shall be due. If we do not approve your Registration, we may notify you accordingly.
3.4 You are responsible for keeping your user name and password for your account confidential. We are not liable for any losses or damages you may experience from any failure to keep this information confidential. You are solely responsible for all activities that occur within your account. You must notify us immediately if you suspect there has been unauthorised access or use of your account and provide all reasonable assistance to bring an end to such unauthorised access or use.
3.5 You must not share your password with any other person.
3.6 We reserve the right to restrict access to the Services from certain countries.
- Use of Services
4.1 Subject to continued payment of the Fees, we grant to you the non-exclusive, non-transferable right to access and use the Service for your own purposes. You may not sub-license the right to access and/or use any the Service to any third party. All rights in and to the Service and all software relating to the Services belong to us or our licensors.
4.2 You shall immediately notify us if you cease to be Authorised at any time and for any reason.
4.3 You shall not encourage or authorise any act or omission that may affect our status as Authorised.
4.4 You acknowledge and agree that we may retain information related to your use of the Services, including the information you searched for together with your subscription options. We shall retain such information on an anonymous basis, and use it to improve our services, for research and marketing purposes.
- Access Terms
You must only use the Service and the Content for your own lawful purposes in accordance with these Subscription Terms and all applicable laws and regulations. Without prejudice to the generality of this provision, you shall not assist a third party to:
5.1 try to undermine, damage or disrupt the security of our Website, associated software, computing systems or networks;
5.2 act in a way which could risk overloading, impairing or damaging the Services, and supporting infrastructure;
5.3 attempt to gain unauthorised access to any materials or other parts of our infrastructure;
5.4 attempt to modify, disassemble, copy or adapt any computer programs used to deliver the Services (except strictly to the extent that you are permitted to do so under applicable law not capable of exclusion);
5.5 make for any purpose including error correction, any modifications, adoptions, additions or enhancements to the Service;
5.6 reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble all or part of the Service and/or Content or attempt to gain access to the source code, save to the extent expressly permitted by law and not capable of exclusions;
5.7 build a product competitive to the Service or otherwise using similar ideas, features, functions of graphics as the Service;
5.8 use the Service and/or Content to provide services to third parties;
5.9 use the Services to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
5.10 upload to the Services any content that contains any viruses or other computer programs intended to damage, detrimentally interfere with and/or surreptitiously intercept any system, network or platform;
5.11 upload to the Services any content that infringes any copyright, database right or trade mark of any other person or that is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
- Fees, Payment and Renewal
6.2 Access to the Services is not available until we have accepted your Registration, and received the initial instalment of the Fee in full and cleared funds.
6.3 We may increase the Fee on written notice to you.
6.4 If you have monthly subscription to the Services, the Fee shall be due on a monthly basis, and you shall be entitled to terminate your subscription on 30 days’ notice. You understand that an instalment of the Fee may be paid during the 30 day notice period.
6.5 If you have a 12-month subscription to the Services, the Fee shall be due in full in advance, and you shall have no right to terminate your subscription during the 12-month terms. We shall send you a renewal reminder around 60 days before the end of the 12-month subscription. If you do not click on the link to cancel renewal, or we do not otherwise receive a notice of cancellation of renewal of your 12-month subscription, within 30 days of the end date, your subscription shall automatically renew for a further 12-month period, and the Fee shall accordingly be due.
6.6 Without prejudice to any other rights and remedies available to us, if you fail to pay Fees due on the due date, we may:
(a) suspend or terminate your access to the Services;
(b) charge you costs and interests in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
6.7 Payment of the Fee is due in full without set-off, deduction of charges or counterclaim of any kind.
7.1 We shall use reasonable endeavours to make the Service available at all times, but you acknowledge that there may be occasions when access to the Service may be interrupted, including for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.
7.2. We reserve the right to remove any content or features from the Services for any reason, without prior notice, and shall have no liability or responsibility to you in any manner whatsoever in such circumstances, save to refund pro-rata any Fees paid in advance in respect of any significant content or features suspended or stopped that you previously accessed and used. We shall calculate such pro-rata refund at our sole discretion, provided that we shall act reasonably in doing so.
- Term and Termination
8.1 Your subscription term shall commence on the date we receive the first instalment of the Fee.
8.2 Without prejudice to any other rights or remedies which may be available to us, we shall be entitled to give notice in writing to you terminating your subscription with immediate effect if:
(a) you commit any material breach of any of the terms of these Subscription Terms and if such breach is capable of remedy fail to remedy that breach within 5 Working Days of being notified of the breach;
(b) you cease to be Authorised for any reason whatsoever;
(c) you do, or encourage or authorise any act or omission that may affect our status as Authorised;
(d) you enter into liquidation compulsorily or voluntarily or compounds with your creditors or have an administrator, receiver or administrative receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of debt (except where any action occurs for the purposes of reconstruction or amalgamation whilst solvent).
8.3 Upon termination of your subscription you may no longer use the Service.
- IP Rights
9.1 All IP Rights in the Service and the Content are owned by us or our licensors.
9.2 You grant to us the right and licence to use your name and any associated logo in any and all promotional and marketing materials, including online materials.
9.3 You shall promptly notify us of any claim, notification or allegation that you receive that your use of the Services or the Content infringes the IP Rights of any third party (a Claim). You shall:
(a) not make any admission of liability, agreement, settlement or compromise in relation to a Claim without our prior written consent;
(b) give to us and our professional advisers all reasonable assistance as may be required in relation to a Claim;
(c) at our request, give us the exclusive control and right to defend a Claim and make settlements in relation to a Claim;
(d) mitigate your losses in relation to a Claim, including where requested to do so by stopping using the part of the Services that is the subject of the Claim.
9.4 On receipt of a notice under Condition 9.3, we shall at our sole expense either procure for you the right to continue accessing and using the Services or modify or replace the infringing part of the Services to avoid the infringement.
- Confidential Information
10.1 Confidential Information shall mean all information which is marked as confidential or by its nature is manifestly confidential, whether written or oral and in whatever medium and relates to the business, products, financial and management affairs, clients, employees or authorised agents, plans, proposals, strategies or trade secrets disclosed by one party (the Disclosing Party) to the other party (the Receiving Party).
10.2 The Receiving Party shall not use, copy or disclose any of the Confidential Information of the Disclosing Party except to carry out its obligations and exercise its rights under these Subscription Terms.
10.3 The Receiving Party shall only disclose the Disclosing Party’s Confidential Information to those of its employees to the extent that they need to know the same in order to carry out its obligations under these Subscription Terms and where those employees are bound by written obligations of confidentiality and non-use and such obligations apply to the Confidential Information disclosed to them.
10.4 The provisions of Conditions 10.1, 10.2 and 10.3 shall not apply to any Confidential Information which:
(a) is or becomes generally available to the public other than as a result of any act or omission of the Receiving Party;
(b) is already in or comes into the possession of the Receiving Party from a person lawfully in possession of the information and owing no obligation of confidentiality to the Disclosing Party in respect of the information; or
(c) is required to be disclosed by any court, government or administrative authority competent to require disclosure.
11.1 In performing its obligations and exercising its rights under these Subscription Terms, each party shall comply with the requirements of all legislation in force from time to time relating to data protection, including the General Data Protection Regulation 2016/679 and the Data Protection Act 2018.
We warrant that we shall provide the Services and prepare the Content with reasonable skill and care. However, you acknowledge and agree that:
12.1 nothing in the Services is or should be relied upon as financial, investment, legal or other advice in relation to the operation of your business or other actions;
12.2 the Content is prepared based on third-party data and/or market intelligence that may be inaccurate, or that may alter or be affected by circumstances that were not apparent at the time of preparation. The Content, in particular, any forecasts, may therefore not be accurate, current or complete;
12.3 the Content is not prepared to meet your individual requirements;
12.4 we do not warrant or represent that you will achieve any particular results following their use of the Services, and in particular that you will make any money based on the information in the Content;
12.5 all investments have risks and you are responsible for determining whether a particular investment is suitable in the light of your financial situation and your tolerance for risk; and
12.6 without prejudice to the provisions above, you have not purchased a subscription in reliance on any representation, condition, warranty or other provision except as expressly set out in these Subscription Terms.
13.1 Except as expressly set out in these Subscription Terms, no implied conditions, warranties or other terms, including any implied terms relating to satisfactory quality or fitness for any purpose, will apply to the Services and/or the Content. In particular, it is your sole responsibility to ensure the Service and/or the Content meets your needs of the needs of your business and is suitable for your purposes.
13.2 You warrant that you have not relied on any oral representation made by us or on our behalf, or on any descriptions, illustrations or specifications contained in any materials, including online materials, produced by us which are only intended to convey a general idea of the Services.
13.3 Subject to Condition 13.5 we shall not be liable to you for:
(a) loss of profits;
(b) loss of business;
(c) loss or corruption of data or information;
(d) business interruption;
(e) loss of or wasted staff or management time; and
(f) any kind of special, indirect, consequential loss or pure economic loss.
The parties agree that the provisions of this Condition 13.3 are severable.
13.4 Subject to Condition 13.5, our total liability to you for all claims or series of claims under these Subscription Terms whether in contract, negligence or otherwise for any damages, losses or expenses shall be limited to the Fee paid in the 12 months preceding the date the claim arose.
13.5 Nothing in these Subscription Terms limits or excludes our liability for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation and/or any other liability that cannot lawfully be excluded under English law.
You shall indemnify and keep indemnified us, and our officers, directors and employees from and against all damages, costs, claims, losses and expenses (including reasonable legal expenses) incurred and arising out of or in connection with:
14.1 any error or inaccuracy in the information in the Registration;
14.2 any breach of Conditions 4.5 and 4.6 relating to an Authorised status; and/or
14.3 any use or misuse of the Services and/or Content in breach of any of the provisions of these Subscription Terms.
- Advertisements and third party links
15.1 The Website may contain links to websites or apps operated by third parties. We do not have any influence or control over any such third party websites or apps and we are not responsible for and do not endorse any third party websites or apps or their availability or content.
15.2 We accept no responsibility for adverts contained within the Website. If you agree to purchase goods and/or services from any third party who advertises on the Website, you do so at your own risk. The advertiser, and not us, is responsible for such goods and/or services and if you have any questions or complaints in relation to them, you should contact the advertiser.
- Force Majeure
16.1 For the purposes of this Condition 16, an event of Force Majeure means any event beyond the reasonable control of either party, including change in laws or regulations, war, invasion, armed conflict, terrorism, strike, lock-out, labour dispute, failure of suppliers or subcontractors, riot, civil commotion, accident, act of God, fire, flood and storm.
16.2 If a party is prevented, hindered or delayed from or in performing any of its obligations under these Subscription Terms by an event of Force Majeure, the affected party’s obligations under these Subscription Terms are suspended without liability while the event of Force Majeure continues and to the extent that it is prevented, hindered or delayed.
16.3 If performance of any obligation under these Subscription Terms is prevented, hindered, or delayed due to an event of Force Majeure either party shall be entitled to terminate these Subscription Terms on written notice to the other party.
16.4 The provisions of Condition 16 shall not be relied on in relation to the inability to pay any Fees due under these Subscription Terms.
- Dispute Resolution
17.1 If a dispute arises between the parties under these Subscription Terms, then within 5 Working Days of the dispute arising, the dispute shall be escalated by each of the parties to a line manager. If the line managers are unable to resolve the dispute within 10 Working Days, then the line managers shall refer the dispute to the chief operating officer, or such person of equivalent seniority. If such persons are unable to resolve the dispute within a further 10 Working Days, then the parties shall be entitled to pursue legal action under Condition 18.2.
17.2 Nothing in Condition 17.1 shall prevent a party taking action under Condition 18.2 in respect of misuse of the Services and/or Content.
18.1 In carrying out the Services, we shall comply with the Bribery Act 2010, and with our own anti-bribery policy.
18.2 These Subscription Terms shall be governed by and construed in accordance with the laws of England and Wales. The parties agree that any dispute arising from these Subscription Terms will be subject to the exclusive jurisdiction of the English courts.
18.3 If any of the provisions in these Subscription Terms is held invalid or unenforceable then they should be construed to reflect as closely as possible the intentions of those provisions. Any remaining provisions will also still be fully enforceable.
18.4 A party’s failure to exercise any of the rights in these Subscription Terms shall not be deemed a waiver of that right. These Subscription Terms supersedes any prior agreements between the parties and represents the entire agreement between the parties.
18.5 A person who is not party to these Subscription Terms has no right to benefit or enforce any of these Subscription Terms. You may not assign or transfer any rights to any other person without our prior written consent which shall not be unreasonably withheld.
18.6 Any notice given under these Subscription Terms shall be in writing and shall be served by email. Any such notice shall be deemed to have been received on sending.