1.3. You should carefully read this Agreement together with any other documents that we have supplied, or in the future do supply, to you.
1.4. Capitalised terms used in this Agreement shall have the meaning given to them where they first appear.
2. Registration for Investments
2.1. If you wish to make any investments via our Website (“Investments”) you must first register and agree to the relevant Investor Agreement – Terms and Conditions, which will exclusively govern any such investment, including your eligibility and payment. If the terms of this Agreement are inconsistent with the relevant Investor Agreement – Terms and Conditions in any matter that relates to the Investments then the relevant Investor Agreement – Terms and Conditions will govern.
2.2. We reserve the right, in our sole discretion, to refuse to allow you to use the Website for any reason.
2.3. We do not provide you with any financial, legal, accounting or tax advice. We do not warrant that use of any of our documents are suitable or appropriate for your needs and you must take your own independent advice on the terms of such documents. We will not advise you or make any personal recommendation as to any investment. You are solely responsible for making your own independent appraisal and investigation of the risks of the investment. If you require specialist advice, you should consult your own appropriately qualified advisers.
3. Security details, passwords etc.
3.1. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures (“Security Details”), you must treat such information as confidential. You must not disclose it to any third party.
If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at email@example.com
3.3. We shall each be entitled to regard any instruction given to us (or any of us) using any user identification code, password or other Security Details as binding on you. This does not apply after you have given us notice in accordance with clause 3.3 of this Agreement.
4. User content
4.1. You represent, warrant and undertake that none of the information that you provide to us as a result of using the Website (“User Content”) will infringe the rights of any third party, including intellectual property rights, privacy, publicity or other personal or proprietary rights; or will contain libellous, defamatory or otherwise unlawful material. In addition, you undertake not to:
a) use the Website to:
(i) harvest or collect email addresses or other financial, personal or contact information of other users of the Website from the Website by electronic or other means for the purposes of sending unsolicited communications or inviting any person to invest outside the Website;
(ii) create a database (electronic or otherwise) that includes material downloaded or otherwise obtained from the Website otherwise than for your own personal records (except where expressly permitted on the Website);
(iii) transmit or re-circulate any material obtained from the Website to any third party except where expressly permitted on the Website;
b) use the Website in any unlawful manner or in any other manner that could damage, disable, overload or impair the Website or the servers on which it is hosted;
c) use automated scripts to collect information from or otherwise interact with the Website;
d) register on the Website more than once or register on the Website on behalf of an individual other than yourself, or register on the Website on behalf of any entity without that entity's prior written authorisation;
e) impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age, your financial employment or personal circumstances or your affiliation with any person or entity;
f) use or attempt to use another's account, service or system without authorisation from us, or create a false identity on the Website;
g) solicit personal information from anyone under the age of 18 or solicit passwords or personally identifying information for commercial or unlawful purposes; and
h) use the Website in such a way so as to remove the copyright or trade mark notice(s) from any copies of any material made in accordance with this Agreement.
4.2. We are not responsible for third party content downloaded from, or any content posted by users on, the Website.
4.3. We welcome 'links' to the home page of our Website, but not 'deep linking' by which we mean that you may not include a link to any page of our Website that is not the home page. You must not display the contents of our Website (or any page from it) or allow it to be displayed surrounded or framed or otherwise surrounded by material not originating from us without our prior written consent.
4.4. The Website is not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to applicable law or regulation. Investments may only be made by those eligible under the terms of the relevant Investor Agreement - Terms and Conditions.
5.1. Each party shall only be liable to you for any loss or damage which results as a directly foreseeable consequence of that party’s breach of this Agreement, or that party’s negligence, wilful default or fraud.
5.2. Nothing in this Agreement shall limit either any party’s liability for personal injury or death, or for any other liability which may not be excluded by applicable law or regulation.
5.3. No party shall be liable for any failure or delay in the performance of any obligation under this Agreement (except any payment obligation) by reason of any cause beyond that party’s reasonable control.
6. Amendments to this Agreement
6.1. We may amend this Agreement at any time and your continued use of this Website constitutes acceptance of those amendments.
6.2. We will only make changes:
a) where we consider that a change will make Agreement clearer and no less favourable to you; or
b) to introduce new systems or technology; or
c) to introduce new products or services; or
d) to implement changes required by applicable law or regulation.
6.3. We may give you notice of any change except where we consider that such change is required immediately by applicable law or regulation. If you are not happy with any changes to this Agreement, you may cease using the Website. This will not affect any Investments that you made before the date on which you cease using the Website.
7.1. This Agreement is supplied in English and all communications between us (including any communications or documentation passing between us before entering into any contract), will be in English.
7.2. This Agreement is governed by English law and the courts of the relevant parts of the United Kingdom will have non-exclusive jurisdiction to settle any disputes that may arise in relation thereto, although we retain the right to bring proceedings against you for a breach of this Agreement in your country of residence or any other relevant country.
7.3. Nothing in this Agreement is intended to confer any benefit on any person who is not a party to this Agreement, and no third party shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms except that clauses 2.3, 3, and 4 shall apply equally to all Triple Point entities as if each were specifically set out as a party to this Agreement.
7.4. If any part of this Agreement is found to be illegal, invalid or unenforceable by the court of any competent jurisdiction or by any regulatory authority, the remainder shall continue in full force and effect. No single or partial exercise, or failure or delay in exercising any right, power or remedy by either you or us, shall constitute a waiver by us, or preclude any further exercise, of that or any right, power or remedy arising under this Agreement or otherwise.
7.5. The provisions of this Agreement are personal to you and you shall not assign or transfer any of your rights or obligations under this Agreement.
7.6. We may assign our rights and obligations under this Agreement to any other company in our group, including a parent company or subsidiary.
7.7. We shall not be obliged to disclose to you any information, consider or take into account any information or other matter(s) which come(s) to our notice or the notice of any of our employees, directors, agents, sub-contractors or associates:
a) but does not come to the actual notice of the person dealing with you; or
b) where such disclosure, consideration or taking into account would, or we reasonably believe that it would, be a breach of any duty of fidelity or confidentiality owed to any other person.