Important Regulatory Notice

THIS AGREEMENT is dated 28/August 2015

IMPORTANT REGULATORY NOTICE/MOBILE APPLICATION LICENCE

Any licensing, registration, communication, presentation, document, information or any other content contained in, or through, this mobile application (“App”) does not constitute any offer, invitation or inducement by Teathers Financial Software Limited, or its parent company, Teathers Financial PLC, or any other subsidiary from time to time of the Teathers Group (collectively the “Teathers Group”), to you or any other person to engage in any investment activity whatsoever.

You acknowledge and agree that the App provides a mechanism for you to connect to a broker (the “Service Provider”), which is an entity acting under the authorisation and regulation of the Financial Conduct Authority (“FCA”). The purpose of the App is to provide this platform for Service Providers to identify individuals who may wish to connect to, or otherwise engage with the relevant Service Provider in relation to any prospective communication, invitation and/or inducement to engage in any investment activities (the “Service(s)”)

The monetary aspect for the use of the Services, for the adding of funds to your account, shall be provided by a financial intermediary (the “Financial Service Provider”).

You acknowledge and agree that Teathers Group is not responsible for and has no control over the content, selection or modification of any communication contained in, or through the App relating to any invitation or inducement to engage in:

• the Service(s); or
• the transfer of any monies in respect of the Services.

Teathers Group does not undertake any regulated activities and the App only operates as a mere conduit to enable you to connect to, or otherwise engage with, the Service Provider or the Financial Services Provider.

You acknowledge and agree that any branding on this App that identifies the Teathers Group or its members relates to the development of this App only and not to supply of the Services made available by the Service Provider or obtained through the use of the App. Teathers Group does not, in any way, endorse, promote or encourage any person to respond to any of the Services made available by this App or makes any actual or implied statement or representation in connection to such Services.

PLEASE READ CAREFULLY BEFORE REGISTERING AS A USER ON THIS APP

This end-user licence agreement (“Licence”) is a legal agreement between you (“you” or “your”) and Teathers Financial Software Limited of 83 Ducie Street, Manchester, M1 2JQ (Company No 09285287) (“us”, “we” or “our”) for:

use of the App (‘use’ being your registration as a user of the App);

any authorisation keys and passwords that we might deliver to you from time to time in order to allow you access to the App; and

all updates and modifications to these items.

OPERATING SYSTEM REQUIREMENTS.

This App is intended to work on mobile phones and similar mobile devices (“Devices”). However, it has not been designed to work on all Devices and you are responsible for checking the suitability of the App to work on your Devices.

IMPORTANT NOTICE:

By downloading the App and clicking on the “Accept” button you agree to the terms of the licence. The terms of the licence include, in particular:

• the IMPORTANT REGULATORY NOTICE highlighted at the start of this agreement;
• the Teathers Privacy Policy;
• clause 2 (No Warranty, No Maintenance Or Support); and
• the limitations of liability in clause 3.

If you do not agree to the terms of this Licence you should not download the App and you must delete any copies of it from your Devices.

AGREED TERMS

1. Use and Jurisdiction

1.1
Your use of this App does not constitute an invitation to subscribe for, or the solicitation of an offer to subscribe for or buy, shares to any person in any jurisdiction where it is unlawful to make such offer, invitation or solicitation.

1.2
You acknowledge and accept that this App must not be used for the purposes set out in clause 1.1 in, or into, the United States of America, Canada, Australia, Japan, the Republic of Ireland or the Republic of South Africa or transmitted, distributed or sent to, or by, any national, resident or citizen of such countries. Accordingly, you agree and confirm that you will not use the App for any of the above purposes in the United States of America, Canada, Australia, Japan, the Republic of Ireland or the Republic of South Africa or in any other country, territory or possession where to do so may contravene local securities laws or regulations.

1.3
Please note that this Licence and its subject matter are governed by English law. You acknowledge and agree that the Courts of England and Wales will have exclusive jurisdiction.

2. No warranty, No Maintenance or Support

2.1
You acknowledge and agree that we have no obligation to provide maintenance or support services in connection with the App.  The App is being provided “AS IS.” We therefore disclaim to the fullest extent permitted by law all warranties, conditions and representations, express, implied or statutory, including those related to the App’s merchantability, fitness for a particular purpose, satisfactory quality, accuracy or completeness of results, conformance with description, and non-infringement.  You also acknowledge and agree that we specifically disclaim all implied warranties, conditions and representations arising out of any course of dealing, usage or trade.

2.2
You acknowledge and agree that we do not provide a warranty for any instance of your use of the App in relation to the accuracy or correctness of any information provided by the Service Provider and made available on the App, or any other information that is provided by third parties through the App.

3. Limitation of liability

3.1
You acknowledge and agree that we are not responsible for the provision of the Services made available via this App. Accordingly, you acknowledge and agree that we are not liable for any loss you incur from your use or enjoyment of the Services however it arises.

3.2
Furthermore, you acknowledge and agree that we are only responsible for the supply of the App. Without prejudice to clause 3.3, our liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, is therefore limited to: (a) the resupply of the App; (b) the supply of a replacement mobile application; or (c) the provision of an alternative solution, that, in each case, provides you with access to the Services.

3.3
We shall not be liable for any claims arising under this Licence unless you have provided us with written notice of the claim within 3 months from when you became aware of the circumstances giving rise to the claim or within 3 months of the time when you ought reasonably to have become aware of it.

3.4
Nothing in this Licence shall limit or exclude our liability for:

• death or personal injury resulting from our negligence;
• fraud or fraudulent misrepresentation; or
• any other liability that cannot be excluded or limited by English law.

4. Grant and scope of licence

4.1
We grant you a non-transferable, non-exclusive licence to login via your username and password to use the App on your Devices.

4.2
You may download or stream a copy of the App onto and to view, use and display the App on your Devices for your personal purposes only.

5. Licence restrictions

Except as expressly set out in this Licence or as permitted by any local law, you agree:

a) not to make alterations to, or modifications of, the whole or any part of the App;

b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App;

c) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing.

d) to keep the App updated with the latest accessible version provided at;

e) not to provide or make available the App, in whole or in part (including object and source code), or in any form to any person without prior written consent from us; and

f) to comply with all applicable laws and regulations in relation to the provision of the App as a platform for access to the Services.

together “Licence Restrictions”.

6. Acceptable use restrictions

You shall not:

a) use the App in any manner inconsistent with this Licence;
b) use the App in any unlawful, fraudulent, or malicious manner;
c) infringe our intellectual property rights or those of any third party in relation to your use of the App;
d) transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or any Service;
e) use the App or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; or
f) use the App or any Service in a way that would bring the reputation of the Teathers Group, the Service Provider of the Financial Services Provider into disrepute.

together “Acceptable Use Restrictions”.

7. Licensing Acknowledgements

7.1
The terms of this Licence apply to the App, including any updates or supplements to the App. Any open-source or third party software included in the App may override some of the terms of this Licence. You acknowledge and agree that the Services are provided to you by the Service Provider on its terms and conditions.

7.2
We may change these terms at any time or during updates by publishing the revised terms in advance. Your continued use of the App is considered consent to any such revised terms.

7.3
We assume that you have obtained permission from the owners of Devices that are controlled but not owned by you and permission to download the App onto any such devices. You and they may be charged by your and their network service provider for internet access on the Devices. You accept responsibility in accordance with the terms of this Licence for the use of the App or any Service on or in relation to any such Device, whether or not it is owned by you.

7.4
The App will contain links to other independent third-party websites, including the Service Provider and Financial Services Provider (“Third-party Sites”). Third-party Sites are not under our control, and we are not responsible for and do not endorse their content or their privacy policies (if any). You will need to make your own independent judgement regarding your interaction with any Third-party Sites, including the purchase and use of any products or services accessible through them.

8. Intellectual property rights

8.1
You acknowledge that all intellectual property rights in the App and the technology anywhere in the world belong to us or our licensors, that rights in the App are licensed (not sold) to you, and that you have no rights in, or to, the App or the technology other than the right to use each of them in accordance with the terms of this Licence.

9. Security

Your username and password are the methods utilised by us to identify you and so you must keep them secure at all times. You must notify us immediately if you learn or suspect that the security of your username or password may have been breached. If we receive such a notification from you or determine ourselves that the security of your username or password may have been breached, you will not be able to access the App until measures have been taken to verify your identity.

10. Termination

10.1
We may terminate this Licence if:

a) you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 7 days after the service of written notice requiring you to do so;
b) you breach any of the Licence Restrictions or the Acceptable Use Restrictions; and
c) at any time if we have provided you with [30 days’ notice] of our intention to do so.

10.2
Following termination for any reason:

a) we may block and terminate your user rights to use of the App;
b) all rights granted to you under this Licence shall cease;
c) you must immediately cease all activities authorised by this Licence; and
d) you must immediately delete or remove the App from all your Devices, and immediately destroy all copies of the App then in your possession, custody or control.

11. Other important terms

11.1
Transfers: This Licence is personal to you and you may not assign your rights under it.

11.2
Force Majeure: We shall not be liable to you for any delay in, or failure of, performance of our obligations under this Licence arising from any cause beyond its reasonable control.

11.3
Waivers: No failure or delay, on our behalf, to exercise any right or remedy provided under this Licence or by law shall constitute a waiver of that or any other right or remedy.

11.4
Severance: Each of the conditions of this Licence operates separately. If any provision of this Licence is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such condition shall be severed without effect to the remaining provisions.


11.5
Relationship of the Parties: Nothing in this Licence is intended to create a partnership between us and neither of us shall have authority to make representations, act in the name of, or on behalf of, or to otherwise bind the other.

11.6
Third Parties: Except in respect of any acknowledgment, confirmation or agreement given to any member of the Teathers Group under this Licence, 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.

11.7
Entire Agreement: This Licence sets out the entire agreement and understanding between us, provided that nothing in this Licence shall affect the liability of either party in respect of any misrepresentation, warranty or condition that it makes fraudulently.

11.8
Confidentiality: This Licence is confidential and neither party shall disclose it or any of its content to a third party without the prior written consent of the other.