This Agreement sets out the terms upon which Clear Capital Ltd ("Clear Capital") of 120 Old Broad Street, London EC2N 1AR permits the client (the "Client") to have access to, and use of, the research materials published on the restricted access pages of any Clear Capital or Noble website (the "Website").
Application to receive access to the restricted access pages of the Website may only be made on the terms set out in this Agreement. The Client will not be entitled to use such services until acceptance of this Agreement and receipt by the Client of a personal username and password.
The contents of this Website are confidential and may not be communicated to persons other than the Client. 1. Commencement
This Agreement comes into force as soon as it is received by the Client and shall apply in respect of all regulated activities carried on with or for the Client thereafter. By proceeding to the restricted pages of the Website you are accepting these terms and conditions. 2. Regulation
Clear Capital Ltd is authorised and regulated in the conduct of its designated investment business in the United Kingdom by the Financial Services Authority. 3. Classification
Clear Capital will treat the Client as an eligible counterparty or professional client, as defined by the FSA's New Conduct of Business Sourcebook, according to the information disclosed when the Client registers for the services provided by Clear Capital. If in any dealings Clear Capital may have with the Client, the Client is acting as agent for any other person, Clear Capital will treat the Client as its customer for the purposes of the FSA Rules, even where the principal has been identified to Clear Capital. In accordance with FSA rules, Clear Capital may need to verify client's identities. Clients may be requested to provide certified documents as evidence of identity and address. 4. Service
Clear Capital provides research services on all categories of investments, which may vary from time to time.
Under no circumstances are the contents of this website to be construed as any offer to sell, or any solicitation of an offer to buy, investments.
All research on the Clear Capital websites is believed to be up-to-date at the time it is posted, but is subject to variation without notice.
The value of shares and other investments and the income derived from them may go down as well as up, and you may not get back the full amount you originally invested. Derivatives in particular are high risk investment instruments which carry a contingent liability, the value of which may be affected by a greater proportion than the change in the value of the underlying investment or asset. If you make an investment in securities that are denominated in a currency other than your own you are warned that changes in rates of foreign exchange may have an adverse effect on the value, price or income of the investment in your own currency. 5. Communications
Communications with Clear Capital pursuant to this Agreement may be made by telephone +44 20 7763 2200, e-mail shona.mcpartland@noblegp.com or in writing to the address specified above or at such other address or fax number as notified by Clear Capital to the Client from time to time. Clear Capital will assume that any instructions received which have been authenticated by the Client's username and password, are genuine, valid instructions from the Client to Clear Capital and will act accordingly. All usernames and passwords must not be disclosed, nor be allowed to be disclosed, to third parties. The Client is strongly advised to change its password from time to time. The Client must contact Clear Capital immediately if it suspects that its username or password has been disclosed to, or obtained by, a third party and that its integrity is threatened. 6. Conflicts of interest
In accordance with the rules of the FSA, employees and officers of Clear Capital providing services to the Client under this Agreement are required to comply with an independence policy obliging them to disregard any material interest or conflict of interest, relationship or arrangement when making recommendations, except to the extent that the policy conflicts with any legal or regulatory obligations of Clear Capital or its employee. 7. Commissions and Charges
Details of all charges (and commissions) payable (by or) to Clear Capital in connection with the information and services are available on request. 8. Copyright and User Registration
Access to the restricted access pages of the Website is restricted to the Client personally and may not be shared with others. Whilst information extracted from the files on the Website may be used for personal research, any copying or distribution of such files in whole or in part is prohibited. Clear Capital reserves the right to monitor all accounts to determine the number of files being accessed and the locations from which access is effected. It is expected that the Client will not access the Website from more than two different locations. Access from a greater number of different locations may give rise to enquiries by Clear Capital and a review of the Client's account. The research information compiled and published by Clear Capital is the property of either Clear Capital or its licensors and may not be used except as authorised by or pursuant to this Agreement.
Whilst certain software may be made available to you from time to time at the Clear Capital website, you are licensed to use such software on a non-exclusive basis only for the purposes specified. You are not permitted to use such software for any other purposes and may not redistribute, sell, decompile, reverse engineer, disassemble or otherwise deal with such software.
The "Clear Capital" name and other trade marks and logos appearing on Clear Capital websites are, unless indicated otherwise, the trade marks of Clear Capital. All intellectual property rights in and to the same site expressly reserved to Clear Capital or (as the case may be) the organisation which has licensed Clear Capital to reproduce the same and accordingly none of the trade marks may be reproduced by you without the express prior consent of Clear Capital. 9. Liability for Loss
Clear Capital shall not be liable for any direct or indirect, incidental or consequential loss or damage (including loss of profits, revenue or goodwill) arising from the use, inability to use, interruption or non-availability of the Website or any part of the research materials published on the Website or otherwise any loss of data on transmission, howsoever caused. Whilst the research material published on the Website is believed to be reliable and accurate, it is not independently verified. Accordingly, no representation or warranty is made or given by Clear Capital, its officers, agents or employees as to the accuracy or completeness of the same and no such person shall have liability for any inaccuracy in, or omission from, such materials, save, however, that there shall not be excluded any liability for direct loss, costs or expenses caused by the wilful default, negligence or fraud of Clear Capital or its employees. This is without prejudice to any duty or liability Clear Capital may have to the Client under the Financial Services and Markets Act 2000, and the FSA Rules.
Neither Clear Capital nor its employees officers or agents accepts any responsibility for the accuracy of any information contained within or otherwise the operation of any sites provided by third parties who at any time have links to or from Clear Capital's website pages. No liability is accepted for any loss, whether direct or indirect, incidental or consequential, arising from any visit or access to such third party site or the downloading from such site of any information, materials or software. 10. Amendment, Variation and Assignment
Clear Capital reserves the right to vary any of the terms of this Agreement either by written notice to the Client or by notice published on the Website describing the relevant changes. The variation shall take effect upon receipt by the Client of notice in writing or in the case of notification through the Website, on the first occasion thereafter upon which any attempt is made by the Client to access the research on the restricted access pages of the Website. This Agreement is personal to the subscriber, and the Client's rights and obligations under this Agreement and any transactions entered into pursuant hereto, are not capable of assignment to a third party. 11. Foreign Laws
Access to the Website is not open to persons resident in, or citizens of any territory outside the United Kingdom where, to allow such access, would require any registration, filing, application for any licence or approval or other steps to be taken by Clear Capital in order to comply with local laws or other regulatory requirements in such overseas territory. It is the Client's responsibility to be informed about applicable legal or other regulatory requirements in the territory in which the Client is resident or of which the Client is a citizen. By acceptance of this Agreement the Client represents and warrants that neither allowing the Client access to the Website nor the acceptance of this Agreement by the Client will infringe the laws or other regulatory requirements or impose upon Clear Capital any obligations or duty which has not been performed, fulfilled or satisfied under the laws of any territory outside the United Kingdom in which the Client is so resident or of which the Client is a citizen. If the Client is in any doubt about its status or compliance with the laws and regulations of any applicable territory, it is recommended to the Client to take appropriate professional advice without delay. 12. Termination
This Agreement may be terminated by either party at any time, by giving written notice to the other in accordance with the terms of this Agreement. This shall be subject to any outstanding commissions or fees accruing to Clear Capital (including any additional expenses incurred in connection with such termination) being paid. Clear Capital will be entitled to terminate this Agreement if at any time the Client fails to make payment of any fees due and payable to Clear Capital. Clear Capital may terminate this Agreement without notice and with immediate effect on the terms referred to in the preceding paragraph, in the event that the Client shall at any time do anything to jeopardise the proper and efficient running of the Website or make or permit any unauthorised access to such Website. In the event of termination the Client will not be entitled to a refund of any subscription charges. Termination of this Agreement will not affect any outstanding order or transaction or any legal rights or obligations which may have already arisen and this Agreement shall continue to apply in respect thereto. Termination shall be without effect in relation to any warranties and representations made by the Client under this Agreement. 13. Further provisions
(a) Entire Agreement
This Agreement sets forth the entire Agreement and understanding between Clear Capital and the Client with respect to the services to be provided herein. This Agreement supersedes all prior oral and written agreements, terms, understandings or arrangements relating to its subject matter.
(b) Illegality
If at any time any of the provisions set out in this Agreement (in whole or in part) is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction (including the FSA Rules and the rules and regulations of any regulatory authority) neither the legality, validity or enforceability of the remainder of such clause or the remaining clauses of this Agreement nor the legality, validity or enforceability of such clause under the law of any other jurisdiction, shall in any way be affected or impaired.
(c) Complaints
If the Client has any complaint about Clear Capital's services under this Agreement, the Client should write to Nick Paulson-Ellis at the address specified above, who will be responsible for ensuring that any complaints are investigated and resolved.
(d) Clear Capital may from time to time send you promotional and other information about its products or services. In addition, Clear Capital may pass your name on to carefully selected third parties who may contact you with similar or related information. If you would rather not receive the above information either telephone +44 20 7763 2200 or email us.
(e) Rights and Remedies
No failure or delay by Clear Capital to exercise, in whole or in part, any rights under this Agreement or under any transaction shall constitute or be deemed to constitute a waiver of those rights upon that or any subsequent occasion. The rights and remedies herein are cumulative and not exclusive of any rights or remedies provided by law. No failure to exercise or delay in exercising the same shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof.
(f) Binding
This Agreement is binding upon the Client and its successors in title.
(g) Fees and remuneration
Time shall be of the essence in relation to the payment of fees pursuant to this Agreement.
(h) Force Majeure
Clear Capital shall not be in breach of any of the provisions of this Agreement or held liable or responsible for total or partial failure of performance of its duties and obligations occasioned by any event or circumstance whatsoever not reasonably within Clear Capital's control, including, without limitation, acts of God, fire, acts of government or state, any acts or regulations of any governmental or supranational bodies or authorities, strike, lock-out or other form of industrial action, war, civil commotion, insurrection, embargo, failure of any computer system, prevention from or hindrance in obtaining any raw materials, energy or other supplies, labour disputes of whatever nature or any other reason (whether or not similar in kind to any of the above), or acts of terrorism. Clear Capital shall have no liability or responsibility for any loss or damage incurred or suffered by the Client in the event of any breakdown, failure or malfunction of any telecommunications or computer services or systems. 14. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. In relation to any dispute, the Client irrevocably agrees to submit to the non-exclusive jurisdiction of the English courts.
All rights reserved. No part may be reproduced or distributed in any manner without the written permission of Clear Capital. Clear Capital specifically prohibits redistribution via the Internet or otherwise, and accepts no liability whatsoever for the actions of third parties in this respect.
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