The following terms constitute a binding agreement (“Agreement”) between you, WiseAlpha Limited (the “Note Issuer”), WiseAlpha Technologies Limited (“WiseAlpha Technologies”) and any other entity that may accede to the terms of this Agreement pursuant to clause 18 (Accession). This Agreement will govern all purchases of Notes and/or such other instruments as may be offered or issued under this Agreement that you may, from time to time, make using the WiseAlpha Platform, which is operated by WiseAlpha Technologies (together the “WiseAlpha Products”, each a “WiseAlpha Product” and each Wise Alpha Group Product as issued by a “WiseAlpha Product Issuer”).
By signing electronically below or separately in writing, you:
iii) agree to transact business with any of the Note Issuer and/or any other WiseAlpha Product Issuer that has acceded to this Agreement on the basis set out herein and always in accordance with the Terms and Conditions of the Notes and any agreements issued in relation to any other WiseAlpha Product, as applicable; and
iv) agree to receive communications relating to any of WiseAlpha Products electronically.
Please note that under clause 3 (Purchase) of this Agreement in certain circumstances you grant the Note Issuer the authority to amend certain of the main elements of the Investment Contract related to the Notes as your agent, without the need for your agreement to those changes.
If you are using the systems and services provided via the Platform, agreeing to these terms and conditions or purchasing a Note on behalf of an LLP, limited company, partnership, public body or other separate entity you warrant that you are duly authorised to act on its behalf.
“Completion Price” – (i) the final price for acquiring a Note or (ii) par for acquiring a WiseAlpha Product which is a bond.
“Deed Poll” – The Deed Poll dated 30th January 2015 and entered into by the Note Issuer which constitutes the Notes, such Notes being subject to the Terms and Conditions of the Notes, series of which will be issued and evidenced by way of a Final Terms (Terms and Conditions of the Notes and Final Terms each as defined below and substantially in the form of Schedule 1 and Schedule 2 of the Deed Poll).
“Final Terms” – The economic terms of a series of Notes reflecting the economic terms of the specific Investment to which the Note is linked and documented pursuant to the Deed Poll.
"GCEN" – Global Currency Exchange Network Limited (a company incorporated in England and Wales under company number 04675786, the registered office of which is at The Old Barn, Oast Business Park, Redhill, Wateringbury, Kent, ME18 5NN).
"GCS" – Global Custodial Services Ltd (a company incorporated in England and Wales under company number 08321940, the registered office of which is at The Old Barn, Oast Business Park, Redhill, Wateringbury, Kent, ME18 5NN).
"Initial Offering" – Initial offering of a particular WiseAlpha Note or WiseAlpha Product
“Investments” – Loans, bonds or other investment instruments listed on the Invest Page of the Platform.
“Investment Contract” –The credit agreement or other contract governing an Investment underlying the Notes.
“Investor” – The purchaser of a WiseAlpha Product (“you”).
“Invest Page” – The listing page(s) on the Platform called "Invest" which list Notes linked to various Investments and/or any other WiseAlpha Product.
“Minimum Initial Purchase Denomination” – The minimum Order amount when first acquiring any WiseAlpha Product, which is equal to £100 or such other amount as may be specified on the Invest Page.
“Notes” – Participation notes issued in series by the Note Issuer in relation to each underlying Investment and which reflect the economic terms of that Investment, such Investments as listed by the Note Issuer on the Invest Page.
“Obligor” –The obligor, borrower or issuer under an Investment Contract.
“Offering Price” – The percentage purchase price of a Note.
“Order” – A legally binding agreement to acquire a Note at the Offering Price.
“Reinvestment Option” – The reinvest interest and capital option listed on the Account Summary page of the Platform pursuant to which Investors may elect to reinvest interest and capital received on their Notes.
“Services Fee” –The annualised services fee of 1% of the aggregate outstanding principal amount of the Notes or such other percentage or amount of a WiseAlpha Product as may be listed on the Invest Page, as specified in the Final Terms and as further described in clause 5.1.2 below.
“Terms and Conditions of the Notes” – The terms and conditions of the Notes as set out on the Platform, as supplemented by the Final Terms in respect of each series of Notes.
2.1 In consideration of the agreements, representations and warranties hereinafter set forth, and for other good and valuable consideration, receipt of which is hereby acknowledged, it is agreed as set out herein.
2.2 Any agreement to purchase and sell any WiseAlpha Product will be several and not joint on the part of the Note Issuer and any other relevant WiseAlpha Product Issuer that may have acceded to this Agreement.
3.1.1 Subject to the terms and conditions of this Agreement, WiseAlpha Technologies will provide you the opportunity through the Platform:
a) To review Investments that the Note Issuer provides access to through the offer and issue of Notes; and
b) To purchase Notes with a Minimum Initial Purchase Denomination of £100.
3.1.2 The Notes shall be issued pursuant to your agreement to purchase Note(s) on the basis of the terms set out herein and subject always to the Terms and Conditions of the Notes. The purchase price for any Notes you purchase through the Platform will be set at an Offering Price that the Note Issuer determines from time to time of the principal amount of the Notes that you decide to purchase. The Completion Price will be at a price no greater than 0.5% above the Offering Price; otherwise a re-confirmation of the Order will be requested from you. Such Completion Price will not always reflect the same price at which the Issuer acquires its interest in the relevant Investment and the Issuer may benefit from certain selling concessions or similar benefits, including as a consequence of an early or primary purchase of a particular Investment, which such selling concession or similar benefit may not be passed on to Investors.
3.1.3 You must commit to purchase a Note through the Platform to fund the acquisition by the Note Issuer of an Investment prior to the purchase of that Investment. For Initial Offerings of WiseAlpha Notes or WiseAlpha Products you can create an order for the Note or WiseAlpha Product during the offer period (usually 2-4 weeks) but must fund your order by paying an amount equal to the aggregate Completion Price for the relevant Notes or WiseAlpha Products in accordance with clauses 3.3.1 and 3.3.2 below before the closing date for each investment in order to secure your allocation. After you have paid the Completion Price in accordance with clauses 3.3.1 and 3.3.2 below, and you will not have access to those funds unless and until the Note Issuer has notified you that the purchase of the Investment will not be funded. Once you make a funding commitment within the Platform and, if applicable, have checked the box in relation to the Reinvestment Option, (save as set out above) that commitment is irrevocable regardless of whether the full amount of the Investment to be purchased is funded. If the purchase of the Investment does not close, then the Note Issuer will inform you and release you (and the related funds) from your purchase commitment.
3.1.4 In certain cases the Note Issuer or another party may underwrite any shortfall in orders so that a particular trade for an Investment can be closed. In such circumstances, it will be made clear in the particulars of the trade on the Platform that an underwriter has been identified and that the trade has been underwritten. The terms and conditions relating to any underwriting will be determined by and documented separately by the Note Issuer.
3.2 Other WiseAlpha Products
Subject to the terms and conditions of this Agreement, other WiseAlpha Product Issuers that may accede to the Agreement pursuant to clause 18 (Accession) may provide you the opportunity through the Platform to purchase other WiseAlpha Products with a Minimum Initial Purchase Denomination as may be listed on the Invest Page and subject to such terms and conditions of the relevant WiseAlpha Product as separately specified.
3.3 Payment of Completion Price
3.3.1 All monies to be paid by you in respect of the Completion Price for any Note or other WiseAlpha Product shall be paid to a GCS client account designated by reference to the relevant WiseAlpha Product (each such account being a “Product Account”).
3.3.2 The details of the Product Account to which monies in respect of the Completion Price for a given WiseAlpha Product must be sent will be set out at the account summary page.
3.3.3 You agree that we may:
a) direct that you make payments in respect of, or in connection with, Orders or Notes or other WiseAlpha Products to and/or using facilities provided by GCEN and/or GCS;
b) make payments to you in respect of, or in connection with Orders or Notes or other WiseAlpha Products using facilities provided by GCEN and/or GCS; and/or.
c) direct that you undertake foreign exchange transactions in respect of, or in connection with Orders or Notes or other WiseAlpha Products using facilities provided by GCEN and/or GCS; and/or
d) undertake foreign exchange transactions in respect of, or in connection with Orders or Notes or other WiseAlpha Products using facilities provided by GCEN and/or GCS; and/or.
e) direct that sums paid by, or due to, you in respect of, or in connection with Orders or Notes or other WiseAlpha Products are held by GCEN and/or GCS,
and you consent to GCEN and/or GCS being used for such payments and transactions and providing such facilities.
3.3.4 You agree that GCEN and/or GCS can transfer, pay or otherwise deal with monies paid to it/them (any such monies being “GCEN/GCS Monies”) and any other monies from time to time held in a Product Account as directed by the Note Issuer and/or WiseAlpha Technologies and you hereby irrevocably consent to GCEN and/or GCS so transferring, paying or otherwise dealing with any GCEN/GCS Monies or any other monies held in a Product Account.
3.3.5 You irrevocably undertake and agree that you shall not at any time give GCEN or GCS any instructions, or revoke any instructions, in respect of any Product Account or GCEN/GCS Monies and that, if any such instructions are given or revoked, GCEN and GCS (as applicable) shall not required to comply with them.
3.3.6 You irrevocably undertake and agree that GCEN and GCS shall be entitled to rely on all instructions given to them by the Note Issuer and/or WiseAlpha Technologies and/or the Administrator;
a) without making any enquiry as to whether any such instruction is accurate;
b) without making any enquiry about whether any such instruction is duly given;
c) without determining, verifying or otherwise investigating whether any Investment has, or can be, funded;
d) without determining, verifying or otherwise investigating whether any conditions precedent applicable to any subscription for Notes, WiseAlpha Products or Investments have been satisfied or waived;
e) without determining, verifying or otherwise investigating whether all of the documentation in respect of any Notes, WiseAlpha Products or Investments have been duly executed or signed by the relevant parties.
3.3.7 You agree that neither GCEN nor GCS shall be under any obligation to:
a) deliver, or procure the delivery of, any share certificate, bond certificate, loan note certificate, subscription agreement, loan agreement or any other document in respect of any Order, Notes, WiseAlpha Product or Investment to you; or
b) make any re-imbursement to you in respect of any Order, Notes or WiseAlpha Product; or
c) determine, verify or otherwise investigate whether any Investment has or can be funded;
d) determine, verify or otherwise investigate whether any conditions precedent applicable to any subscription for Notes, WiseAlpha Product or Investment have been waived or satisfied;
e) determine, verify or otherwise investigate whether all documentation in respect of any Notes, WiseAlpha Products or Investments have been duly executed or signed by the relevant parties.
3.3.8 You agree that neither GCEN nor GCS has made any recommendation, or provided any advice, to you in connection with any Order, Notes, WiseAlpha Products or Investments or any decision to make any Order.
3.3.9 You agree that neither GCEN nor GCS nor any of their respective officers, directors or employees shall be liable to you for any losses, liabilities, costs, damages, and expenses (including, without limitation, counsel fees) (“Losses”) which may be incurred or suffered by you in connection with, or arising from the performance, non-performance or delay in performance by the Note Issuer, WiseAlpha Technologies, any WiseAlpha Product Issuer, the Administrator or any issuer of any Investment save where such Losses arise from the fraud, gross negligence or wilful default of GCEN or GCS.
3.3.10 You agree that neither GCEN nor GCS nor any of their respective officers, directors or employees shall under any circumstances be liable to you for loss of profits or goodwill, anticipated savings, or any type of special indirect or consequential loss arising in connection with:
a) any Order;
b) any decision to make any Order; or
c) any holding of any Notes or any other WiseAlpha Product.
3.3.11 Nothing in clauses 3.3.9 and 3.3.10 of this Agreement shall limit GCEN or GCS’s liability:
a) for death or personal injury resulting from the negligence of GCEN or GCS or their respective officers, directors or employees; or
b) in any way prohibited by law.
3.3.12 If at any time any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, such provision shall be deemed to be severed from this Agreement but the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected or impaired.
3.3.13 GCEN, GCS and their respective officers, directors and employees may rely upon and enforce the terms contained in clauses 3.3.3 to 3.3.13 of this Agreement.
Each time you purchase a Note, it will be issued immediately following the closing of the purchase of the Investment that the Note Issuer purchases with the proceeds of your Note. Purchases of Investments generally close within 56 days unless (1) the selling counterparty declines to complete the trade prior to closing, in which case the Note Issuer will release you from your purchase commitment; (2) Investor commitments for the minimum purchase denomination of the related Investment have been received earlier, in which case the issuance of the Note(s) to you will close earlier; or (3) the purchase of the related Investment is cancelled by the Note Issuer for reasons relating to the operation and integrity of the Platform or if there is a change in the circumstances of the Obligor and the relevant Investment and the Note Issuer decides to remove the Investment from the Invest Page. In the event that there are excess orders in relation to the aggregate principal amount of the Investment actually purchased, the Note Issuer may allocate Notes at its discretion amongst the Investors who placed orders for Notes linked to that Investment.
4.2 Other WiseAlpha Products
Each time you purchase a WiseAlpha Product other than the Notes, it will be issued on terms that will be notified to you through the Platform.
5.1.1 The Notes are constituted by the Deed Poll and shall have the terms and conditions specified in the Terms and Conditions of the Notes, as supplemented by the Final Terms relating to the relevant Investment, which are available for you to review upon request to the Note Issuer. The interest rate (or other return), maturity and other terms of the corresponding Investments will be described on the Invest page on the Platform. You understand and acknowledge that the Note Issuer may in its sole discretion, at any time and from time to time, vote on any proposed amendments to the underlying Investment. The Note Issuer shall be entitled to engage, pay for and rely on the advice or services of any lawyers, accountants, valuers, surveyors or other experts in relation to any Investment. Any fees payable in relation to any such advice or services shall be for the account of the Investor and are deducted from payments made by the Note Issuer under the Notes.
5.1.2 The Note Issuer will charge the Services Fee, which will be deducted from payments under the Notes when each interest or other payment is received from the Obligor and the monthly rate charged in a given month at 1/12 of the annual Services Fee. If an Obligor misses an interest or other payment, the Services Fee relating to that payment will not be deducted until that payment has been received. The Services Fee covers the Note Issuer’s role in providing intermediary services in relation to the purchasing of the Investment, the issuance of Notes and the ongoing use of the Platform but does not cover the costs of administering the Note issuance programme, which the Note Issuer carries out at no cost to Investors.
5.1.3 All interest, other return, principal repayments and other distributions on Investments will be paid by the Obligor to the Note Issuer and upon receipt by the Note Issuer will be credited to the account of the relevant Investors (after deduction of the Services Fee and any fees and expenses incurred by the Note Issuer as set-out in clause 5.1.1 above including in relation to proposed amendments to the Investment), in each case pursuant to the Terms and Conditions of the Notes. So far as permitted by applicable laws, regulations and the practice of revenue authorities, all interest earned on your Notes will be credited to your account without deducting income tax or corporation tax. It is the responsibility of each Investor to account for any income or corporation tax that may be payable by it. On request by an Investor, the Note Issuer will issue a certificate stating the amount of interest earned by the Investor during the previous financial year. The Note Issuer shall be entitled to provide to HM Revenue & Customs and/or any other revenue authority any and all information requested by such authority relating to payments made to Investors. Upon request the Note Issuer will ensure that funds in your account that are not committed to the purchase of Notes (and in turn by the Note Issuer to Investments) will be transferred to the bank account from which the original monies were transferred. The Note Issuer reserves the right to deduct from any such payment a charge to cover the Note Issuer’s direct costs of the funds transfer.
5.2 Other WiseAlpha Products
Other WiseAlpha Products will be constituted by such terms and conditions as may be listed on the Platform.
6. YOUR COVENANTS AND ACKNOWLEDGEMENTS
6.1 You agree that you have no right to, and shall not, make any attempt, directly or through any third party, to collect from the Obligor on your Notes or the corresponding Investment.
6.2 YOU UNDERSTAND AND ACKNOWLEDGE THAT OBLIGORS MAY DEFAULT ON THEIR PAYMENT OBLIGATIONS UNDER THE INVESTMENTS AND THAT SUCH DEFAULTS WILL REDUCE THE AMOUNTS, IF ANY, YOU MAY RECEIVE UNDER THE TERMS OF ANY NOTES YOU HOLD ASSOCIATED WITH SUCH INVESTMENTS. You also agree that the Notes are intended to be indebtedness of the Note Issuer only.
6.3 You agree that you will not take any position inconsistent with such treatment of the Notes for tax, accounting, or other purposes, unless required by law. You acknowledge that you are prepared to bear the risk of loss of your entire purchase price for any WiseAlpha Product that you may purchase.
7. YOUR REPRESENTATIONS AND WARRANTIES
7.1 You covenant that you will abide by the maximum investment limits, set forth below. You agree to provide any additional documentation reasonably requested by any of the Note Issuer, WiseAlpha Technologies and/or any WiseAlpha Product Issuer that may have acceded to this Agreement, as may be required by the securities administrators or regulators of any applicable jurisdiction. You understand that no WiseAlpha Product will be listed on any securities exchange, that there may be no market for any WiseAlpha Product, that any monetisation of Notes or other WiseAlpha Product prior to maturity is dependent on the Note Issuer’s or the relevant WiseAlpha Product Issuer’s respective ability and willingness to repurchase Notes or other WiseAlpha Product and that purchasers of Notes and/or other WiseAlpha Products should be prepared to hold the Notes and/or WiseAlpha Products they purchase until they mature or are redeemed prior to their stated maturity.
7.2 In addition, you represent and warrant to each of the Note Issuer, WiseAlpha Technologies and/or any WiseAlpha Product Issuer that has acceded to this Agreement, as of the date of this Agreement and as of any date that you commit to purchase any WiseAlpha Product, that:
7.2.1 you have the power to enter into and perform your obligations under this Agreement;
7.2.2 this Agreement has been duly authorized, executed and delivered by you;
7.2.3 you have reviewed the Terms and Conditions of the Notes and/or the terms and conditions of any WiseAlpha Product that may be listed on the Platform (as applicable);
7.2.4 in connection with this Agreement, you have complied in all material respects with all applicable laws and regulations;
7.2.5 you are not relying on any information given or any representations, warranties, agreements or undertakings (express or implied), written or oral, or statements made at any time by any of the Note Issuer, WiseAlpha Technologies or any other WiseAlpha Product Issuer;
7.2.6 you are not relying on the Note Issuer, WiseAlpha Technologies or any other WiseAlpha Product Issuer, any of their agents or employees to advise whether or not the Notes or other WiseAlpha Product is a suitable investment for you;
7.2.7 you are aware that it is open to you to seek advice from someone who specialises in advising on investments;
7.2.8 you and funds under your management are not engaged in money laundering; and
7.2.9 you have made your decisions in connection with your consideration of any Notes and their corresponding Investments or any other WiseAlpha Product on the Platform in compliance with any applicable laws, regulations, rules or ordinances applicable to you.
8. LIMITATION ON ADDITION OF ADDITIONAL FUNDS TO YOUR ACCOUNT
To help ensure that the Notes and/or any WiseAlpha Products that may be listed on the Platform are available to as many participants as possible, you agree that you may not make an subscription in an amount of Ten Million Pounds Sterling (£10,000,000) or more without the prior consent of WiseAlpha Technologies. In addition, if a subsequent subscription would bring the total value of your subscriptions (including any Notes, any other WiseAlpha Product and any accrued interest, any other return or other unpaid distributions thereon) to an amount equal to or greater than Ten Million Pounds Sterling (£10,000,000), you may not make such an additional subscriptions without the prior consent of WiseAlpha Technologies.
9. OUR REPRESENTATIONS AND WARRANTIES
9.1 Each of the Note Issuer, WiseAlpha Technologies and any other WiseAlpha Product Issuer that has acceded to this Agreement represents and warrants in respect of itself only to you, as of the date of this Agreement and as of any date that you commit to purchase any WiseAlpha Product, that: (a) it is duly organized and validly existing as a company in the British Virgin Islands (with respect to the Note Issuer), in England (with respect to WiseAlpha Technologies), or in the relevant jurisdiction of incorporation (with respect to any other WiseAlpha Product Issuer that has acceded to this Agreement) and has the corporate power to enter into and perform its obligations under this Agreement; (b) this Agreement has been duly authorized, executed and delivered by it; (c) the Notes and any other WiseAlpha Products have been duly authorized and constitute the valid and binding obligations of each of the Note Issuer and the relevant WiseAlpha Product Issuer that has acceded to this Agreement, as applicable, enforceable against it in accordance with their terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency or similar laws; and (d) it has complied in all material respects with applicable laws in connection with the offer and sale of the WiseAlpha Products.
9.2 PAYMENT ON THE NOTES, IF ANY, DEPENDS ENTIRELY ON THE RECEIPT OF PAYMENTS BY THE NOTE ISSUER IN RESPECT OF THE CORRESPONDING INVESTMENT. THE NOTE ISSUER DOES NOT WARRANT OR GUARANTEE IN ANY MANNER THAT YOU WILL RECEIVE ALL OR ANY PORTION OF THE PRINCIPAL OR INTEREST (OR OTHER RETURN) YOU EXPECT TO RECEIVE ON ANY NOTE OR REALIZE ANY PARTICULAR OR EXPECTED RATE OF RETURN. THE AMOUNT YOU RECEIVE ON YOUR NOTES, IF ANY, IS SPECIFICALLY RESTRICTED TO PAYMENTS MADE BY THE NOTE ISSUER EQUAL TO THE PAYMENTS MADE BY THE OBLIGOR (AND RECEIVED BY THE NOTE ISSUER) UNDER THE RELATED INVESTMENT TO WHICH YOU COMMITTED NET OF THE NOTE ISSUER’S ANNUAL SERVICES FEE ON TOTAL MONIES LENT AND ANY FEES AND EXPENSES AS DESCRIBED ABOVE. THE NOTE ISSUER DOES NOT MAKE ANY REPRESENTATIONS AS TO AN OBLIGOR’S ABILITY TO PAY AND DOES NOT ACT AS A GUARANTOR OF ANY CORRESPONDING INVESTMENT PAYMENT OR PAYMENTS BY ANY OBLIGOR.
10. NO ADVISORY RELATIONSHIP
10.1 You acknowledge and agree that the purchase and sale of the WiseAlpha Products pursuant to this Agreement is an arms-length transaction between you and the Note Issuer or such other WiseAlpha Product Issuer as may have acceded to this Agreement, as applicable. In connection with the purchase and sale of any WiseAlpha Product, none of the Note Issuer, WiseAlpha Technologies or any other WiseAlpha Product Issuer is acting as your agent or fiduciary.
10.2 None of the Note Issuer, WiseAlpha Technologies or any other WiseAlpha Product Issuer assumes an advisory or fiduciary responsibility in your favour in connection with the purchase and sale of the WiseAlpha Products. None of the Note Issuer, WiseAlpha Technologies or any other WiseAlpha Product Issuer has provided you with any legal, accounting, regulatory or tax advice with respect to the Notes, the corresponding Investments and/or any other WiseAlpha Product. You have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate.
11. FURTHER ASSURANCES
The parties agree to execute and deliver such further documents and information as may be reasonably required in order to effectuate the purposes of this Agreement.
12. ENTIRE AGREEMENT
Except as otherwise expressly provided herein, this Agreement represents the entire agreement between you and each of the Note Issuer, WiseAlpha Technologies and such other WiseAlpha Product Issuer as may have acceded to this Agreement regarding the subject matter hereof and supersedes all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic between you and any or all of the Note Issuer, WiseAlpha Technologies and such other WiseAlpha Product Issuer as may have acceded to this Agreement.
13. CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES
13.1 Because each of the Note Issuer, WiseAlpha Technologies and such other WiseAlpha Product Issuer as may have acceded to this Agreement operates only on the internet, it is necessary for you to consent to transact business online and electronically unless as agreed otherwise. As part of doing business on the Platform, therefore, you must consent to certain disclosures electronically, either via the Platform or to the email address you have provided. By entering into this Agreement, you consent to receive electronically all documents, communications, notices, contracts, and agreements arising from or relating in any way to the rights, obligations or services under this Agreement (each, a Disclosure). The decision on your part to do business electronically is yours. This document informs you of your rights concerning Disclosures.
13.2 Electronic Communications
Any Disclosures will be provided to you electronically through the Platform or via electronic mail to the verified email address you provided. If you require paper copies of such Disclosures, you may write to each of the Note Issuer, WiseAlpha Technologies and such other WiseAlpha Product Issuer as may have acceded to this Agreement at the mailing address provided below and a paper copy will be sent to you.
13.3 Scope of Consent
Your consent to receive Disclosures and transact business electronically, and agreement to do so, applies to any transactions to which such Disclosures relate.
13.4 Consenting to Do Business Electronically
Before you decide to do business electronically as set out in this Agreement, you should consider whether you have the required hardware and software capabilities described below.
13.5 Hardware and Software Requirements
In order to access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the internet; an email account and related software capable of receiving email through the internet; a web browser which is Secure Socket Layer (SSL) - compliant and supports secure sessions, such as Internet Explorer 5.0 or above and Netscape Navigator 6.0 or above, or the equivalent software; and hardware capable of running this software.
13.6 Withdrawing Consent
You may withdraw your consent to receive Disclosures electronically by contacting the address below. If you already hold one or more WiseAlpha Products, all previously agreed terms and conditions will remain in effect, and Disclosures will be sent to your verified home address provided during registration.
13.7 Contact regarding Electronic Disclosures
13.7.1 You can contact each of the Note Issuer, WiseAlpha Technologies and/or each such other WiseAlpha Product Issuer as may have acceded to this Agreement via email at email@example.com or by contacting Member Support at firstname.lastname@example.org. You may also write to the following address: WiseAlpha, Level 39, One Canada Square, Canary Wharf, London E14 5AB, Attention: Compliance.
13.7.2 You will keep each of the Note Issuer, WiseAlpha Technologies and/or each such other WiseAlpha Product Issuer as may have acceded to this Agreement informed of any change in your email or home mailing address so that you can continue to receive all Disclosures in a timely fashion. If your registered email address changes, you must promptly notify us of your new email address sending an email to email@example.com or calling +44 20 3927 2790. You also agree to update your registered residence/mailing address and telephone number on the Platform if they change.
13.7.3 You will print a copy of this Agreement for your records and you agree and acknowledge that you can access, receive and retain all Disclosures electronically sent via email or posted on the Platform.
14.1 All notices, requests, demands, required disclosures and other communications to you will be transmitted to you only by e-mail to the e-mail address you have registered on the Platform or will be posted on the Platform, and shall be deemed to have been duly given and effective upon transmission or posting.
14.2 If your registered e-mail address changes, you must promptly notify us of your new email address. You also agree to promptly update your registered residence/mailing address on the Platform if they change.
14.3 You shall send all notices or other communications required to be given hereunder via email at firstname.lastname@example.org or by writing to: WiseAlpha, Level 39, One Canada Square, Canary Wharf, London E14 5AB, Attention: Compliance. You may call +44 20 3927 2790, but calling may not satisfy your obligation to provide notice hereunder or otherwise preserve your rights.
The terms of this Agreement shall survive until the maturity or earlier redemption of the Notes and/or any other WiseAlpha Product purchased by you. You may not assign, transfer, sublicense or otherwise delegate your rights or responsibilities under this Agreement to any person without the prior written consent of each of the parties hereto. Any such assignment, transfer, sublicense or delegation in violation of this section shall be null and void. Any waiver of a breach of any provision of this Agreement will not be a waiver of any subsequent breach. Failure or delay by either party to enforce any term or condition of this Agreement will not constitute a waiver of such term or condition. The headings in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement in any way.
This Agreement may be amended:
16.1.1 unilaterally by agreement between the Note Issuer, WiseAlpha Technologies and each such other WiseAlpha Product Issuer as may have acceded to this Agreement by giving you not less than ten business days’ written notice; and/or
16.1.2 by giving you written notice with immediate effect if such amendment is necessary in order to comply with the FCA Rules and/or any other applicable legal or regulatory obligations, and you shall be bound thereby.
An up-to-date version of this Agreement will always be available on the Platform and your consent to any amendments to this Agreement will be deemed to be given by your continued use of the Platform.
17. DATA PROTECTION
By executing a letter in the form substantially as set out below at Appendix 1 (the “Accession Letter”), a person may agree to become a WiseAlpha Product Issuer for the purposes of this Agreement and upon execution of such Accession Letter hereby agrees that it:
i) will carry out the obligations ascribed to a WiseAlpha Product Issuer in this Agreement including (without limitation) to list the WiseAlpha Products on the Platform together with all related legal documentation; and
ii) will arrange for any Accession Letter to be promptly made available on the Platform.
19. RIGHTS OF THIRD PARTIES
Save as expressly provided in clause 3.3.13, a person who is not a party to this Agreement has no right 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 such third party which exists or is available apart from that Act.
If any term, condition or provision of this Agreement shall be held to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall not affect the validity, legality or enforceability of the remainder of this Agreement.
21. GOVERNING LAW
This Agreement and all matters relating thereto shall be governed by and construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the English Courts.
FORM OF ACCESSION LETTER
To: Each Investor
WiseAlpha Investment Limited
WiseAlpha Technologies Limited
[NAMES OF ANY OTHER WISEALPHA PRODUCT
ISSUERS THAT HAVE
PREVIOUSLY ACCEDED TO THE INVESTOR AGREEMENT]
From: [INSERT NAME OF RELEVANT WISEALPHA PRODUCT ISSUER]
Investor Agreement dated
23rd July 2015 as amended and/or restated from time to time (the "Investor Agreement")
We refer to the Investor Agreement. This is an Accession Letter for the purposes of the Investor Agreement. Any capitalised terms used but not defined herein shall have the meanings attributed to such terms in the Investor Agreement.
We, [INSERT NAME OF RELEVANT WISEALPHA PRODUCT ISSUER] of [INSERT ADDRESS], agree to be a WiseAlpha Product Issuer pursuant to the Investor Agreement and to be bound by the terms of the Investor Agreement.
[From [[•]], as a WiseAlpha Product Issuer we will make [INSERT NAME OF PRODUCT] available on the Platform and [INSERT NAME OF PRODUCT] will constitute a WiseAlpha Product for the purposes of the Investor Agreement. Any investment in [INSERT NAME OF PRODUCT] will be based on and subject to the terms of the Investor Agreement and subject always to the terms and conditions of the [INSERT NAME OF PRODUCT], which, as at the date hereof are constituted by the following document(s):
[INSERT NAME OF DOCUMENTS RELATING TO SUCH WISEALPHA PRODUCT]
Our contact details are as follows:
[INSERT NOTICE DETAILS]
This accession letter is intended to be executed as a deed and is governed
by English law.
[NAME OF WISEALPHA PRODUCT ISSUER]