1.1 SIGNALDP Limited (“SIGNALDP” “we”, “us”), is a company registered in England and Wales under company number 13997818 with registered offices at Colet Court, 100 Hammersmith Road, Hammersmith, London, W6 7JP. We are a limited company operating in the development and provision of software services.
2.1 By using the Platform you confirm that you agree to the terms of this Agreement and that you are bound by them. You are also confirming that you are dealing with us in your capacity as a business and that you are not a consumer.
2.2 By agreeing to the terms and conditions you confirm that you have read the Agreement carefully and accept the terms of the Agreement.
2.3 We may unilaterally amend the terms of this Agreement at any time by giving you 10 Business Days prior written notice on the Platform and/or via email. You shall be deemed to have accepted any such amendments by using the Platform after the amendments have come into effect. If you reject any of our amendments, you must do so in writing pursuant to the notice provisions contained herein and we in turn shall be entitled to terminate this Agreement in accordance with Clause 11.2.
2.4 This Agreement shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
3.1 We will at all times deal with you in our capacity as your contracting counterparty.
3.2 You will enter into this Agreement with us as principal and not as an agent for any other third party. You will be solely responsible for all obligations arising out of the Agreement, and we will treat you as our client in relation to the Services at all times. You will not allow any person to deal with or manage your Account on your behalf.
3.3 By accepting the terms of this Agreement, you agree that all Services we provide will be on the basis that they are business to business and as such the protection you may have is limited to reflect this.
3.4 You will not have any rights of ownership or otherwise over any information provided by us unless otherwise agreed with us.
4.1 We shall, provide the Services and make available all Documentation through the Platform to you on and subject to the terms of this Agreement.
4.2 The Platform is made available to you free of charge.
4.3 We will issue to you (or you will choose) a username and password in order to access the Platform. You shall keep the password secure and confidential.
4.4 You will use the Platform and the Service to transmit the Signals to Your Channels.
4.5 We may, at our discretion, remove, withdraw or suspend the Services and/or your access to the Platform and where possible we will give you notice of any removal, withdrawal or suspension. In some circumstances we may have to suspend the Service and/or the Platform immediately, notice will be made after the relevant removal, withdrawal or suspension. We may also suspend or withdraw or restrict the availability of all or any part of the Platform for business and operational reasons.
4.6 We may make such modifications, improvements or additions to the Platform and the Service or any part of them as we deem fit.
4.7 We will take reasonable steps to ensure the ongoing availability of the facilities provided on the Platform. However, no system is 100% reliable. Where your connection to our services is made through the facilities of a third party (such as an internet service provider) your connection may be interrupted by causes outside of our influence.
WARNING: you are strongly advised to read the contents of this clause carefully.
5.1 We are not regulated or authorised by the Financial Conduct Authority and can not (and do not) offer advice, give endorsements, make recommendations, arrange or manage in relation to any service or investments.
5.2 Our undertakings in this Agreement shall not apply to the extent of any non-conformance caused by use of the Services contrary to this Agreement, our instructions, or modification or alteration of the Services or of Signals by you or by any party other than us.
5.3 The Parties agree that the content, information and Services provided by us through the Platform are provided for information only. It is not intended to amount to advice on which you (or your Channels’ Subscribers) should rely on for any purposes.
5.4 You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content, information and Services provided by us.
5.5 You must procure and advise your Channels’ Subscribers (as part of your Channels’ terms and conditions) that they must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the Signals.
5.6 The Parties agree that the Signals (and any content, information and Services provided by us through the Platform) will not be distributed in any territories or jurisdictions and/or will not be made available in any circumstances where it would not be lawful to do so or where it would be contrary to local laws or regulations.
5.7 We do not give any representations and/or warranties (whether expressed or implied), that:
a) your use of the Services will be uninterrupted or error-free;
b) the Platform, Services, Documentation and/or the information obtained by you through the Services will meet your requirements;
c) the Signals will meet your requirements;
d) the Platform, the Services and/or the Signals will be free from Vulnerabilities or Viruses;
e) the Platform, Documentation, Services and/or the Signals will comply with any Heightened Cybersecurity Requirements;
f) the Platform or its contents, the Services and/or the Signals can be made available in any territories or jurisdictions and/or made available in any circumstances where it would not be lawful to do so or where it would be contrary to local laws or regulations;
g) the information or the Signals will be sent to your Channels within a timely manner or at all;
h) the information available on the Platform or provided to you or the Signals is accurate, complete, reliable or up to date.
5.8 We accept no responsibility to you, your Channels’ Subscribers or any other third party, for the accuracy or completeness of any information displayed or the Signals.
5.9 We make no representations or warranties concerning the content of sites which can be accessed through the Platform and or the Signals.
5.10 We are not responsible to you, your Channels’ Subscribers or any other third party, for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the You acknowledge that the Services, the Documentation and/or the Signals may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
5.12 The distribution of the Signals to your Channels through the Platform will not constitute the provision of investment advice by us nor will it constitute arrangement or management of investments, and we shall be under no obligation to provide you or your Channels’ Subscribers with this information. You agree that you will not (and that you will procure that your Channels’ Subscribers will not) rely on, or treat as advice, any information provided by us, or any statements made by us, or any of our employees, in relation to any Signals or other information provided under the Services.
5.13 From time to time we will review your Account to ascertain its status in regard to active, inactive and dormant. We reserve the right to take action in relation to inactive and dormant Accounts.
5.14 When using the Services or the Platform on any device, such as a mobile phone, tablet or any other computing device, you agree that any errors in any form of data transfer over a third-party network(s) may occur and that you shall bear any Loss in connection with this.
WARNING: you are strongly advised to read the contents of this clause carefully.
6.1 Except as expressly and specifically provided in this agreement:
a) You assume (as between you and us) sole responsibility for results obtained from the use of the Services and the Documentation, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to you by us in connection with the Services, or any actions taken by us at your direction;
b) You assume (as between you and us and as between you and your Channels’ Subscribers) sole responsibility for the Signals, any information or advice you provide to your Channels’ Subscribers or any third party in relation to the buying, selling, holding, arranging, managing or trading securities or other investment or financial related activities based on the information provided through the Services or the Signals. We shall not have any liability under any circumstances for any damage or loss caused by errors or omissions in any information, instructions or scripts provided by us to you or through the Signals on your Channels in connection with the Services.
c) All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law excluded from this Agreement.
d) The Platform, Services (including the Signals) and Documentation are provided to you on an “as is” basis.
6.2 We will not be liable to you or your Channels’ Subscribers or any third party for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
a) use of, or inability to use, the Platform or the Signals;
b) use of or reliance on any content displayed on the Platform;
c) use of or reliance of any information provided through the Signals;
d) failure or delay to provide Signals due to a failure of our systems subject to us taking reasonable steps to inform you of such failure and use reasonable endeavours to fix any such failure of our systems within a reasonable timescale;
e) changes in the nature or scope of the Services subject reasonable notice being given within a reasonable time prior to such changes coming into effect;
f) corruption or loss of data held on your computer or any other electronic device used to access the Platform, or any damage caused to any such device as a result from use of the Platform;
g) any claim made by a Channels’ Subscriber or third party against you for any advice, recommendation, or statement you made to the third party based on the information provided by us through the Signals or other information available through the Platform;
h) any liability incurred as a result of action taken by you as a result of your or a Channels’ Subscriber’s receipt of the Signals or other information available through the Platform;
i) any liability for any information (including the Signals) that is published on your Channels by you, or any actions taken by you on your Channels or any other correspondence to Channels’ Subscribers or third parties through your Channels or any other means;
j) Loss of profits, sales, business, or revenue, business interruption, loss of anticipated savings, loss of data, loss of business opportunity, goodwill or reputation or any indirect or consequential loss or damage; or
k) any liability for information that is published on your Channels in general.
6.3 Nothing in this Agreement shall exclude our liability for death or personal injury caused as a result of our negligence or fraud or fraudulent misrepresentation.
6.4 You agree that our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to £1,000.
6.5 Nothing in this agreement excludes your liability for any breach, infringement or misappropriation of our intellectual property rights.
WARNING: you are strongly advised to read the contents of this clause carefully.
7.1 The information provided in the Signals does not purport to be complete. Signals do not contain all the information that is or may be material to investors or potential investors and should not be considered as advice or a recommendation to investors or potential investors in respect of the holding, purchasing or selling of securities or other financial instruments and does not take into account any investor’s particular objectives, financial situation or needs.
7.2 Signals are made solely for information purposes.
7.3 Signals may not be relied upon for the purpose of entering into any transaction and should not be construed as, nor be relied on in connection with, any offer or invitation to purchase or subscribe for, underwrite or otherwise acquire, hold or dispose of any securities, and shall not be regarded as a recommendation in relation to any such transaction whatsoever.
7.4 The Signals should not be considered to be legal, tax, investment or other advice, and any investor or prospective investor considering the purchase or disposal of any securities should consult with its own counsel and advisers as to all legal, tax, regulatory, financial and related matters concerning an investment in or a disposal of such securities and as to their suitability for such investor or prospective investor.
7.5 Where a Signal is sent to your Channels in error, the parties agree it is your obligation to rectify this.
7.6 Signals may be restricted by law; it is not intended for distribution to, or used by any person in, any territory or jurisdiction where such distribution or use would be contrary to local law or regulation.
7.7 Signals are not directed to or intended for distribution, or transfer, either directly or indirectly to, or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, transfer, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.
7.8 No Signal may be sent, or taken, transmitted or distributed, directly or indirectly, in or into any jurisdictions and/or be made available in any circumstances where it would not be lawful to do so or where it would be contrary to local laws or regulations;
7.9 The Signal does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities or to arranging and/or managing investments.
7.10 The information in the Signals has not been independently verified.
7.11 No representation or warranty, express or implied, is made as to the fairness, accuracy or completeness of the Signals and the information contained therein and no reliance should be placed on it.
8.1 You shall provide us with:
a) all necessary co-operation in relation to this Agreement; and
b) all necessary access to such information as may be required by us in order to provide the Services, including but not limited to Your Personal Data, security access information and configuration services.
8.2 You shall without affecting your other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement.
8.3 You shall carry out all of your other responsibilities set out in this Agreement in a timely and efficient manner.
8.4 You shall ensure that you use the Services and the Documentation in accordance with the terms and conditions of this Agreement.
8.5 You shall ensure that (through your Channels’ terms and conditions) your Channels’ Subscribers comply with your obligations under this Agreement.
8.6 You shall obtain and shall maintain all necessary licences, consents, and permissions necessary for the you to perform your obligations under this Agreement, including without limitation the Services.
8.7 You shall ensure that your network and systems comply with the relevant specifications provided by us from time to time.
8.8 You shall be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
8.9 You shall own all right, title and interest in and to all of Your Personal Data, that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Personal Data.
8.10 If for any reason you suspect that your password has been learnt by any third party, you must notify us immediately and cease to use it.
8.11 You will be responsible for the payment of all taxes arising out of your activities with us and will be solely responsible for providing to the tax authorities or any governmental or taxation or revenue collecting organisation in your country of residence or domicile, with copies of any information or records required in relation to your activities with us. You acknowledge and agree that any information provided by us will not be deemed to be tax advice, and you shall not rely on it as such.
8.12 You will:
a) use the Platform only in accordance with this Agreement;
b) in the event that you become aware of a material defect, malfunction or Virus you will immediately notify us and cease to all use such electronic service until you have received permission from us;
c) use the Services solely for the purpose supplied and not on behalf of any third parties without our prior written consent;
d) not amend the Message in such a manner as to contravene this Agreement (including for the avoidance of doubt to say or do anything that changes the non-regulated status of the Signal);
e) not lease, store, retransmit, redistribute or provide, directly or indirectly, the Services and Platform or any component thereof to any third party;
f) conduct checks on your Account to ensure that our services are being used in their intended manner as set out in this Agreement and that we reserve the right to take action on your Account should we deem that activities conducted on your Account are in contravention to this Agreement.
8.13 You undertake to ensure that the Signals (and any content, information and Services provided by us through the Platform) is not distributed in any territories or jurisdictions and/or is made available in any circumstances where it would not be lawful to do so or where it would be contrary to local laws or regulations.
8.14 You shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
b) facilitates illegal activity;
c) depicts sexually explicit images;
d) promotes unlawful violence;
e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
f) is otherwise illegal or causes damage or injury to any person or property;
and we reserve the right, without liability or prejudice to our other rights to you, to disable the your access to any material that breaches the provisions of this clause.
8.15 You shall not:
a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform and/or Documentation (as applicable) in any form or media or by any means; or
ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or
b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
c) use the Services and/or Documentation to provide services to third parties; or
d) subject to clause 20, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party, or
e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation; or
f) introduce or permit the introduction of, any Virus or Vulnerability into the our network and information systems.
9.1 You warrant and represent to us on the entering into of this Agreement and the giving of an instruction to us and using the Services that:
a) (if you are an individual) that you have reached the age of 18 years or over and have full capacity to enter into this Agreement;
b) (if you are a body corporate) that you are validly existing in accordance with all applicable law;
c) all information provided by you to us is true and accurate and not misleading in all material respects and that you will inform us immediately, in writing, of any changes to the information you have previously provided that may affect our dealings with you;
d) you have all necessary authority, powers, consents, licences and authorisations in the jurisdiction of your principal place of business and/or residence and have taken all necessary action to enable you lawfully to enter into and perform this Agreement;
e) you are acting in your capacity as principal in relation to entering into this Agreement and each Transaction unless you have agreed otherwise in writing.
f) any other person entering into this Agreement on your behalf has been duly authorised by you to do so;
g) this Agreement, and the obligations created under it is binding upon you and enforceable against you in accordance with their terms and do not and will not violate the terms of any law, regulation, order, charge or agreement by which you are bound or subject (including any restrictions imposed on your dealing activities by your employer);
h) you are willing and financially able to sustain a total Loss of funds resulting from any action you take based on the information provided by us through the Platform or the Signals;
i) you will not use any automated device or trading strategy which manipulates or takes unfair advantage of our Services and shall only use our Services and the Platform in good faith and for the purpose they are provided to you for;
j) you will use best endeavors to use your best judgment and expertise or obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Platform of the Signals;
k) you confirm that you shall not treat (or represent to the Channels’ Subscribers that) any information available on the Platform, or Signals received from us as representing advice and as such you acknowledge that we will refuse to provide advice to you (and/or the Channels’ Subscribers) and no communication with us shall be treated as advice or recommendation;
l) you will use best endeavors to ensure that any device you use to access the Platform is able to support relevant technology, including encryption of the type used by us in order to provide the Services and we shall have no liability if you cannot access the Platform due to technical issues caused at your end;
m) you will only access or use the Platform only in such territories where the provision of the Services by us is deemed lawful and which is not subject to international sanctions or restrictions (the “Permitted Territories”). By using the Platform and any related content and services, you hereby warrant and represent to us that you are located in a Permitted Territory. You will use best endeavors to check if the territories you are using the Platform or Signals would fall under the definition of Permitted Territories;
n) you will be solely responsible for any information that is posted on the Channels;
o) you agree that we may include links or messages in relation to Other Party websites in the body of the Signals sent to the Channels. Any dealings between you (or the Channels’ Subscribers) and Other Party specified in such links are deemed to be between you (and/or the Channels’ Subscribers as the case may be) and that Other Party. You acknowledge and agree that we are not liable for any loss or claim you (and/or the Channels’ Subscribers as the case may be) may have against such Other Party;
p) you acknowledge that many markets can often be very fast moving. You accept and acknowledge that the information on the data feed you receive through the Platform or any other method from us is informational and that where you (and/or the Channels’ Subscribers) take any actions in reliance on the information provided on the Platform or through the Signals, the market may have moved by the time the Signals or any such information is sent to you or the Channel;
q) you represent and warrant that at all material times you will, when using the Services and/or the Platform, comply with your obligations as set out in clause 8; and
r) you represent and warrant that you will not use the Services or the Platform or the Signals in any way that contravenes clause 7.
10.1 You shall defend, indemnify and hold us (and any member of our Group) harmless against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court courses and reasonable legal fees) arising out of or in connection with your use of the Platform and the Services (including the Signals) and/or Documentation.
10.2 In no event shall we, our employees, agents, sub-contractors or any member of our Group be liable to you or any Channels’ Subscribers to the extent that the alleged infringement is based on:
a) a modification of the Services or Documentation by anyone other than us; or
b) your use of the Services (including the Signals) or Documentation or Account in a manner contrary to the instructions given to you by us; or
c) your use of the Services (including the Signals) or Documentation after notice of the alleged or actual infringement from us or any appropriate authority
10.3 To the extent permitted by law, you agree to indemnify us (and any member of our Group) in respect of all Losses that may be incurred by us (and any member of our Group) as a result of:
a) any claim brought against us by a Channels’ Subscribers or third party as a consequence of any Signal sent by you to your Channel;
b) any failure by you to perform any obligation, or failure to comply with any term of this Agreement;
c) any reliance placed by us on any information or declaration provided by you to us, or any third party; and
d) any other person obtaining access to your Account using your Account details and/or password, whether or not they are authorized by you or not.
10.4 In the absence of fraud, willful deceit or gross negligence by us (and/or any member of our Group), we will not be liable for any Losses caused by any act or omission of ours under this Agreement.
11.1 Each of the following shall be an event of default:
a) you fail to observe or perform any of the other provisions of the Agreement; or
b) (If you are an individual) you die or become a mental patient within the meaning of any applicable mental health legislation; or
c) a bankruptcy or insolvency petition is presented against you, or, if a partnership, in respect of one or more of the partners, or if a company, a receiver, trustee, administrative receiver or similar officer is appointed in respect of the company or a winding-up petition is issued or an order is made or a resolution is passed for the winding up of your company (other than for the purposes of a bona fide reconstruction or amalgamation) or any act analogous to any of those events occurs in any of the jurisdictions in which you are incorporated or resident; or
d) you convene a meeting for the purpose of making or proposing or entering into any arrangement or composition for the benefit of your creditors (other than for the purposes of a bona fide reconstruction or amalgamation); or
e) any distress, execution, or other process is levied against any of your property and is not removed, discharged or paid within seven days; or
f) any debt owed by you or any partnership in which you are a member or, if a company, any of your subsidiaries or related companies, becomes immediately due and payable or capable of being declared so due and payable, prior to its stated maturity by reason of default on the part of any person, you or any partnership in which you are a member or, if a company, any of your subsidiaries or related companies fail to discharge any indebtedness on its due date whether to us or not (other than a liability which you are contesting in good faith); or
g) you commit any breach of any representation or warranty made to us or any covenant entered into by you with us for the purposes of opening an Account, howsoever that warranty or representation was communicated to us or if you fail to inform us immediately if such representation or warranty subsequently becomes untrue or misleading; or
h) we reasonably believe that you will be unable to pay your debts as they fall due and action in accordance with clause 11.2. below is necessary or desirable to protect our commercial interests and those of our other customers; or
i) a bankruptcy or insolvency petition is presented by or against us, or a receiver, trustee, administrative receiver or similar officer is appointed, or a winding-up petition is issued, or an order is made or a resolution is passed for the winding up of us (other than for the purposes of a bona fide reconstruction or amalgamation); or
j) a failure by you to respond to any notice or correspondence from us for any period considered reasonable by us.
11.2 If an Event of Default occurs or as otherwise provided in this Agreement, we may, at our absolute discretion:
a) suspend or cancel any activity you may have in relation to your Account and/or the Platform;
b) refuse to provide any further Services to you;
c) close all or some of the Accounts you have with us.
11.3 We shall endeavour, where reasonably possible, to give you as much notice as possible before taking any action under clause 11.2. However, we retain absolute discretion to take any action under clause 11.2. without prior notice to you.
12.1 This Agreement shall commence and come into effect on the date you open your Account and accept the terms of the Agreement. This Agreement shall govern the provision of the Services by us to you from time to time.
12.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice on the Platform and/or via email to the other party.
12.3 On termination of this Agreement:
a) any and all rights granted under this Agreement shall immediately terminate and you shall immediately cease all use of the Platform, Services and/or the Documentation;
any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
How to Contact Us
13.1 Subject to any other communication requirements specified in relation to any of the Services, we can be contacted in relation to this Agreement:
a) by writing to The Directors, SignalDP Limited, Colet Court, 100 Hammersmith Road, Hammersmith, London, W6 7JP, United Kingdom;
b) by e-mail support (at) signaldp.com ;
c) through the Platform; or
d) such other contact details as we send to you from time to time. All such communications will only be deemed to have been received by us on the actual date of receipt.
13.2 All communication with us shall be in English, and all documents and other information sent from us shall be in English.
13.3 You agree that we may rely on any communication received by us which we reasonably believe to be from you.
13.4 You agree that your Account details and password are confidential and that you will not share your Account information details with a third party. Please contact us immediately if you suspect the confidentiality of your Account details and/or password have been compromised.
13.5 You agree that we may conduct data matching and Account review exercises and where appropriate make any changes to your Account.
How We Can Contact You
13.6 We may contact you via telephone, e-mail, letter, text message or (where applicable) through the Platform in accordance with the information provided by you on the Platform, or such other contact details subsequently notified by you to us in writing in accordance with this Agreement. You agree that it is your responsibility to ensure that we have your most recent contact details.
13.7 Where we communicate with you via e-mail, text message, through the Platform or via other electronic means, we will not be obliged to also provide you with a paper copy of any such communication.
13.8 All communication will be deemed to have been received by you:
a) in the case of a telephone call, fax, e-mail, text message, instant messaging, communication through the Platform or other electronic means, immediately after such communication has been sent by us to the contact details last notified by you to us; and
b) if sent by post, the following Business Day after being posted by us to the address last notified by you to us.
13.9 You agree that all information we are required to provide to you may be sent to you electronically or made available to you on the Platform. You agree that you are responsible for checking, and will read, all notices and communications posted by us on the Platform as soon as possible.
13.10 You agree that we shall not be liable for any Losses incurred by you in relation to the failure of any electronic communication mechanism, including the Signals, unless such failure is due to our fraud, willful deceit or gross negligence.
13.11 You agree to the recording and retention by us of all telephone conversations with us, and that, in the absence of Manifest Error, you agree that all such recordings shall be evidence of the communications between us.
13.12 You agree in the event of a dispute between us our electronic records will be conclusive.
14.1 The Parties acknowledge and agree that we own all intellectual property rights in the Platform and the Documentation. Except as expressly stated herein, this agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
14.2 The Parties acknowledge and that you will own all intellectual property rights in relation to your Channels, the Signals and the information you input as a Signal.
14.3 We confirm that we (and/or any member of our Group) have all the rights in relation to the Services and the Documentation that are necessary to grant all the rights we purport to grant under, and in accordance with, the terms of this agreement.
15.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
15.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
16.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
16.2 If any provision or part-provision of this agreement is deemed deleted under clause 16.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
17.1 We shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control defined as a Force Majeure event.
18.1 Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
19.1 This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
20.1 You shall not, without our prior written consent, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
20.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
21.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
21.2 Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
21.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
22.1 For the purposes of this clause 21.3, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
22.2 Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 21.3 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.
22.3 The parties have determined that, for the purposes of Applicable Data Protection Laws:
22.4 Should the determination in clause 22.3 change, then each party shall work together in good faith to make any changes which are necessary to this clause 21.3.
22.6 Without prejudice to the generality of clause 22.2, You will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of Your Personal Data to us and lawful collection of the same by us for the duration and purposes of this agreement.
22.8 Without prejudice to the generality of clause 22.2 we shall, in relation to Your Personal Data:
c) ensure that any personnel engaged and authorised by us to process Your Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
d) assist you insofar as this is possible (taking into account the nature of the processing and the information available to us), and at your cost and written request, in responding to any request from a data subject and in ensuring your compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
e) notify you without undue delay on becoming aware of a personal data breach involving Your Personal Data;
f) at your written direction, delete or return Your Personal Data and copies thereof to you on termination of the agreement unless we are required by Applicable Law to continue to process Your Personal Data. For the purposes of this clause 22.8(f) Your Personal Data shall be considered deleted where it is put beyond further use by us; and
g) maintain records to demonstrate its compliance with this clause 21.3 and allow for reasonable audits by you or your designated auditor, for this purpose, on reasonable written notice.
22.9 You hereby provide its prior, general authorisation for us to:
a) appoint processors to process Your Personal Data, provided that we:
i) shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on us in this clause 21.3;
ii) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions by us; and
iii) shall inform you of any intended changes concerning the addition or replacement of the processors, thereby giving you the opportunity to object to such changes provided that if you objects to the changes and cannot demonstrate, to our reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, you shall indemnify us for any losses, damages, costs (including legal fees) and expenses suffered by us in accommodating the objection.
b) transfer Your Personal Data outside of the UK as required for the Purpose, provided that us shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, you shall promptly comply with any reasonable request by us, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the UK Information Commissioner from time to time (where the UK GDPR applies to the transfer).
22.10 Either party may, at any time on not less than 30 days’ notice, revise clause 21.3 by replacing it (in whole or part) with any applicable standard clauses approved by the EU Commission or the UK Information Commissioner’s Office or forming part of an applicable certification scheme or code of conduct (“Amended Terms”). Such Amended Terms shall apply when replaced by attachment to this agreement, but only in respect of such matters which are within the scope of the Amended Terms.
23.1 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 interpreted in accordance with the law of England and Wales.
24.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
This is not an exhaustive list of defined terms. In this Agreement there are other defined terms appearing throughout:
“Account” or “Accounts” means your account on the Platform used for the purposes of facilitating the provision of the Services;
“Agreement” means these terms and conditions and all related documents mentioned therein;
“Applicable Laws” means:
– To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom; and/or
– To the extent EU GDPR applies, the law of the European Union or any member state of the European Union to which we are subject.
“Applicable Data Protection Laws” means:
– To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and/or
– To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which we are subject, which relates to the protection of personal data.
“Business Days” means any day (other than a Saturday or Sunday) in which our office is open for business in London;
“Business Hours” means the period of time from 09:30 (London time) through to 17:30 (London time) on each Business Day;
“Change of Control” the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be interpreted accordingly;
“Channels” means the channels set up by you (from time to time) which shall receive the Signals;
“Channels’ Subscribers” means any subscribers or users of your Channel;
“Documentation” the document made available to you by us online via the Platform or such other web address notified by us to you from time to time which sets out a description of the Services and the user instructions for the Services;
“EU GDPR” the General Data Protection Regulation ((EU) 2016/679);
“Event of Default” means the events listed in Clause 9 of this Agreement;
“Force Majeure” means any event which in our reasonable opinion results in an emergency situation or unusual market condition which is beyond our control;
“Group” in relation to a company, that company, any subsidiary undertaking or any parent undertaking from time to time of that company, and any subsidiary undertaking from time to time of a parent undertaking of that company. Each company in a Group is a member of the Group;
“Heightened Cybersecurity Requirement” any laws, regulations, codes, guidance (from regulatory and advisory bodies. Whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to you relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time;
“Loss(es)” means all direct and indirect liabilities, or costs of any kind or nature whatsoever, including any related legal or administrative costs;
“Manifest Error” means any Signal we reasonably believe to contain an obvious mistake or error, taking into consideration such factors as we consider relevant which are available on the Platform or on request;
“Message” means the message sent through the Platform which contains the Signal.
“Other Parties” third parties including other members of our Group but excluding Signaldp Limited;
“Platform” means the online software application provided by us (through the Website) as part of the Services;
“Purpose” the purposes for which the Customer Personal Data is processed, as set out in clause 22.8(a);
“Services” means the provision of Signals to your Channels and other services provided by us to you under this Agreement via the Platform (or any other of our websites notified to you) from time to time;
“Signals” means any trade signals and the Message provided through the Platform to your Channels;
“UK GDPR” has the meaning given to it in the Data Protection Act 2018;
“Virus” any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;
“Vulnerability” a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly;
“Website” the website with url: signaldp.com;
“Your Personal Data” any personal data which we processes in connection with this Agreement, in the capacity of a controller.
25.1 Clause headings shall not affect the interpretation of this agreement.
25.2 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
25.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
25.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
25.5 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
25.6 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
25.7 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
25.8 A reference to writing or written includes email and any permitted method through the Platform.
25.9 References to clauses are to the clauses of this Agreement.