1fs Wealth Limited

FirstWealth Platform

TERMS AND CONDITIONS

1.              Confidentiality and publicity

1.1.       Each party shall, during the term of this licence and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this licence) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.

1.2.       No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

2.              Export

2.1.       Neither party shall export, directly or indirectly, any technical data acquired from the other party under this agreement (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (Export Control Laws), including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.

2.2.       Each party undertakes:

(a)        contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it in similar terms to the one set out above; and

(b)        if requested, to provide the other party with any reasonable assistance, at the reasonable cost of the other party, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws.

3.              Limits of liability

3.1.       Except as expressly stated in clause 8.2:

(a)        the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

(i)          special damage even if the Supplier was aware of the circumstances in which such special damage could arise;

(ii)         loss of profits;

(iii)        loss of anticipated savings;

(iv)        loss of business opportunity;

(v)         loss of goodwill; and

(vi)        loss or corruption of data.

(b)        Supplier shall not have any liability, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract; and

(c)         the Customer agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances.

3.2.       All dates supplied by the Supplier for the delivery of the Software shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.

3.3.       All references to "the Supplier" in this clause 8 shall, for the purposes of this clause and clause 15 only, be treated as including all employees, subcontractors and suppliers of the Supplier and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with clause 15.

3.4.       Without prejudice to the generality of the aforementioned exclusions, neither 1fs Wealth nor 1fs Wealth Ltd are liable for any loss or damage arising from any date breach, from the 1fs Wealth platform to third parties, within and between different access limitation zones within its platform or that occur due to third parties.

3.5.       Without prejudice to the generality of the aforementioned exclusions, neither 1fs Wealth nor 1fs Wealth Ltd are liable for any failure of encryption within the platform or in communication to or from the platform, whether caused by or due to a failure by 1fs Wealth, 1fs Wealth Ltd or a third party.

3.6.       Without prejudice to the generality of the aforementioned exclusions, it is hereby expressly provided that no warranty or representation is made by 1fs Wealth or 1fs Wealth Ltd as to the reliability or accuracy of any data, whether provided by 1fs Wealth, 1fs Wealth Ltd, or that appears on its platform and no party to this agreement or any other party to whom data is supplied by a party to this agreement, may place any reliance upon it.  This includes, but is not limited to, information concerning title, contracts between third parties who are not parties to this agreement, holdings, price and performance data.

4.              Intellectual property rights

4.1.       The Customer acknowledges that all Intellectual Property Rights in the Software and any Maintenance Releases belong and shall belong to the Supplier, and the Customer shall have no rights in or to the Software other than the right to use it in accordance with the terms of this licence.

4.2.       The Supplier undertakes at its own expense to defend the Customer or, at its option, settle any claim or action brought against the Customer alleging that the possession or use of the Software (or any part thereof) in accordance with the terms of this licence infringes the UK Intellectual Property Rights of a third party (Claim) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against the Customer as a result of or in connection with any such Claim. For the avoidance of doubt, clause 9.2 shall not apply where the Claim in question is attributable to possession or use of the Software (or any part thereof) by the Customer other than in accordance with the terms of this licence, use of the Software in combination with any hardware or software not supplied or specified by the Supplier if the infringement would have been avoided by the use of the Software not so combined, or use of a non-current release of the Software.

4.3.       If any third party makes a Claim, or notifies an intention to make a Claim against the Customer, the Supplier's obligations under clause 9.2 are conditional on the Customer:

(a)        as soon as reasonably practicable, giving written notice of the Claim to the Supplier, specifying the nature of the Claim in reasonable detail;

(b)        not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Supplier (such consent not to be unreasonably conditioned, withheld or delayed);

(c)         giving the Supplier and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Customer, so as to enable the Supplier and its professional advisers to examine them and to take copies (at the Supplier's expense) for the purpose of assessing the Claim; and

(d)        subject to the Supplier providing security to the Customer to the Customer's reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, taking such action as the Supplier may reasonably request to avoid, dispute, compromise or defend the Claim.

4.4.       If any Claim is made, or in the Supplier's reasonable opinion is likely to be made, against the Customer, the Supplier may at its sole option and expense:

(a)        procure for the Customer the right to continue to use the Software (or any part thereof) in accordance with the terms of this licence;

(b)        modify the Software so that it ceases to be infringing;

(c)         replace the Software with non-infringing software; or

(d)        terminate this licence immediately by notice in writing to the Customer and refund any of the Fee paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer's use of the Software to the date of termination) on return of the Software and all copies thereof,

and the Customer shall have the same rights in respect thereof as it would have had under those clauses had the references to the date of this licence been references to the date on which such modification or replacement was made.

4.5.       Notwithstanding any other provision in this agreement, clause 9.2 shall not apply to the extent that any claim or action referred to in that clause arises directly or indirectly through the possession or use of any Third-Party Software or through the breach of any Third-Party Additional Terms by the Customer.

4.6.       This clause 9 constitutes the Customer's exclusive remedy and the Supplier's only liability in respect of Claims and, for the avoidance of doubt, is subject to clause 8.1.

5.              Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

6.              Termination

This agreement will automatically renew at the end of every year. If either party wishes to terminate this agreement, then they are required to give 90 days’ notice to the other party.  If no notice is received, the contract will renew for a further year.  The renewals with happen on the anniversary of the Agreement as defined above.

7.              Entire agreement

7.1.       This licence, the schedules and the documents annexed as appendices to this licence or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.

8.              Counterparts

This agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

9.              Third-party rights

A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

10.           Governing law and jurisdiction

10.1.     This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

10.2.     The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

This licence has been entered into on the date stated at the beginning of it.