Unless otherwise defined herein, all capitalised terms used shall have the meanings ascribed to such terms in the Investor Agreement . In addition, the following expressions shall have the following meanings:
“Company”, “we” or “us” – WiseAlpha Technologies Limited.
“Secondary Market” – The “market” that facilitates the trading of Notes or other WiseAlpha Product, as applicable and as described on wisealpha.com.
“Platform” – www.wisealpha.com
4. Role of WiseAlpha
The Platform is operated by us to offer prospective investors the opportunity to acquire Notes and other WiseAlpha Products.
WiseAlpha Limited will purchase the Investments to which Notes are linked and engage in the monitoring of the performance and agreement compliance in relating to the Investments. Should you purchase any Notes, you will be deemed to have understood and agreed that the Notes are WiseAlpha Limited’s obligations, as set out in the Deed Poll and the Terms and Conditions of the Notes and in no circumstances will a User establish any contractual or other relationship with an Obligor. We may provide a risk band classification for each Investment according to our proprietary credit screening process which Investors may use as an informative tool in relation to their purchase of Notes referencing an Investment. Investors must however form their own opinion regarding, and undertake their own research, analysis and assessment of, us, the relevant Note(s) and the merits of each Investment which a Note reflects and, where appropriate, seek its own independent financial advice. We accept no responsibility and disclaim all liability for any information about an Obligor made available to prospective investors through the WiseAlpha platform or in respect of risk band classifications of Investments. We may from time to time at the end of each month, but accept no obligation to, update or amend at any time an Obligor’s information or the risk band classification.
4.3 Other WiseAlpha Products
Other WiseAlpha Products may be made available on the Service. Should you purchase any such WiseAlpha Products, you will be deemed to have understood and agreed that these products will be made available and sold subject to such terms and conditions as may be posted on the Platform in relation to them.
5. TERMS APPLICABLE TO ALL USERS: ELIGIBILITY, LICENCE AND REPRESENTATIONS
5.1 Eligibility: General
5.2 Account Eligibility
5.2.1 Individual and Accounts
a) To open an individual account with WiseAlpha Limited or any other WiseAlpha Product Issuer you must meet the following criteria:
i) you must be over 18 years old;
ii) you must be a permanent resident of the UK (excluding the Channel Islands and the Isle of Man);
iii) you must have a valid UK bank or building society account;
iv) you must register your details on the Platform https://www.wisealpha.com.
b) At present there is no fee payable for opening an account. We reserve the right to introduce an account fee in future.
c) We retain the right to refuse an individual from opening an account without giving a reason.
d) Before making an account active, we may carry out identity and fraud checks using a third party identity checking provider. We retain entire discretion as to whether an application for an account is permitted or not. You may be requested to submit additional information or documents in support of your application.
e) In the registration process you will be asked to supply a username and password. Your unique username and password will be used in order to access parts of the Platform.
f) An account is not transferable.
g) Individual account holders who are involved with the operation of the Service may purchase Notes or other WiseAlpha Products with the advantage of information which may not be available to other account holders.
h) In consideration of your use of the Platform, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Platform or otherwise requested by us or WiseAlpha Limited or any other WiseAlpha Product Issuer (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to us or WiseAlpha Limited or any other WiseAlpha Product Issuer, to keep it accurate, current and complete; (d) promptly notify us regarding any material changes to information or circumstances that could affect your eligibility to continue to use the Platform or Service or the terms on which you use the Platform or Service; and (e) be fully responsible for all use of your account and for any actions that take place using your account.
5.2.2 Corporate Accounts
a) If you are a UK limited company, LLP, EU company, public body, pension fund or trust or any other organisation you must apply to open a corporate account. Specifically:
i) If you are a UK limited company, you must be registered with Companies House; or if you are a European company you must be registered with your national company registration authority;
ii) If you are an LLP, you must have a permanent place of business in the UK or EU (excluding the Channel Islands and the Isle of Man);
iii) If you are a public body, you must be registered or formed with the relevant authority in the UK (excluding the Channel Islands and Isle of Man); and
iv) If you are any other legal entity, duly registered with an appropriate authority in the jurisdiction in which you are located.
b) You must inform us as to what type of organisation you are at the application stage.
c) In the case of a corporate account holder which is a trust or pension fund, the account holding entity will be the legal entity constituting the relevant trust or pension fund and not the beneficiaries of that trust or pension fund. Accordingly, payments by WiseAlpha Limited or any other WiseAlpha Product Issuer on account of interest(or other similar return) and principal on Notes or other WiseAlpha Product which are payable to the trust or pension fund cannot be paid directly to the beneficiaries and must be paid to the bank account of the relevant trust or pension fund.
d) Before making an account active, we will carry out identity and fraud checks using Experian or other third party identity checking providers. We retain entire discretion as to whether an application for an account is permitted or not. You may be requested to submit additional information or documents in support of your application.
h) In addition to the User Representations set forth below under “User Representations,” which you hereby confirm on behalf of the business or entity member, you further agree, both individually and on behalf of the business or entity, not to use the Service or the Platform to:
i) register for multiple User accounts on behalf of the same business or entity;
ii) operate or otherwise utilise an account opened in the name of a business or entity for the benefit of any persons other than that business or entity;
iii) operate or otherwise utilise an account opened in the name of a business or entity for any purpose prohibited by law or regulation, any activity which that business or entity is not duly authorised to conduct, or for any purpose prohibited by any other agreement between the business or entity and us or the business or entity and WiseAlpha Limited or any other WiseAlpha Product Issuer; and
iv) operate a User account on behalf of any business or entity with regard to which you are not an authorised person with the power to enter into binding agreements on behalf of the business or entity.
i) Furthermore, you represent and warrant and agree, both individually and on behalf of the business or entity, that:
i) all email addresses provided on behalf of the business or entity are and will be used by the business or entity for business purposes; and
ii) you will not represent or portray the business or entity as being affiliated with us in any capacity other than being a User of the Platform or Service without our prior written consent.
j) In consideration of your use of the Platform and the Service on behalf of a business or other entity member, you, individually and on behalf of such business or entity, agree to (a) provide accurate, current and complete information about the business or entity, yourself and any other principals and/or authorised representatives of the business or entity member as may be prompted by any registration forms on the Platform or otherwise requested by us or WiseAlpha Limited or any other WiseAlpha Product Issuer (“Registration Data”), including the business or entity’s full legal name; (b) provide such materials as may be requested to establish and/or verify your or any other person’s identity or authority to enter into binding agreements on behalf of the business or entity, or to establish and/or verify the business or entity’s legal existence, good standing in any jurisdiction and eligibility to use the Platform or Service; (c) maintain the security of any password and identification issued for use by or on behalf of the business or entity; (d) maintain and promptly update the Registration Data, and any other information provided by you or anyone else acting on behalf of the business or entity, to keep it accurate, current and complete; (e) promptly notify regarding any material changes to information or circumstances impacting the business or entity’s legal existence, good standing in any jurisdiction in which the business or entity is authorised to conduct business, or eligibility for continued use of the Platform or any Service; and (f) be fully responsible for all use of any accounts opened on behalf of the business or entity and for any actions that take place using such account.
5.3 WiseAlpha Account Operation (Notes)
5.3.1 Once you have opened an account with WiseAlpha Limited you can transfer money to pay amounts in respect of the Completion Price of Notes and other WiseAlpha Products by debit card on the Platform or bank transfer. WiseAlpha Limited has complete discretion to specify the method by which you may transfer money depending on the outcome of the identity checks. It is important that you quote your WiseAlpha account number in the narrative box if you transfer money using a bank transfer. In the case of transfers by debit cards, a transfer will be deemed to be complete as soon as funds are received and accepted by GCS.
5.3.2 There are no fees payable at this time to set up a WiseAlpha account.
5.3.3 Money transferred to a Product account will be held in a segregated client account until WiseAlpha Limited instructs GCS to transfer it to WiseAlpha Limited on issuance of the Notes and to return it to you.
5.3.4 You will receive any interest (or other similar return) and/or principal in respect of a Note held by you and you will be able to view the status of your account online.
5.3.5 Any funds that you transfer to a Product Account will be held, entirely separate from the assets and funds of the Company, its affiliates and any other WiseAlpha Product Issuer.
5.3.6 WiseAlpha Limited is permitted to make annual statements available to Investors electronically and reserve the right to charge an administration fee of £10 for each paper copy of such statements or for statements covering a non-standard time period of time for which we would not normally provide a statement.
5.3.7 If you wish to make a formal complaint, you may do so in writing by post or email or by telephone. Please see our Complaints Procedure
5.4 Account Closing (Notes)
5.4.1 You can close your account by contacting Investor Services , unless you have outstanding Notes. If you have outstanding Notes, you must either hold the Notes until they are no longer outstanding or sell the Notes via the Secondary Market.
5.4.2 It is important to note that there are certain reporting and information retention requirements with which we and WiseAlpha Limited must comply. Therefore, your account information cannot be deleted. If you close your account, your account will become inactive and not accessible to you or to anyone other than our authorised personnel; however, your account information will not be deleted. Of course, once your account is deactivated, you will not receive any further communications from us or WiseAlpha Limited.
5.5 Other WiseAlpha Product Issuer Accounts
The terms and conditions applicable to any accounts that may be made available by any other WiseAlpha Product Issuers (including terms relating to the closure of any such accounts) will be posted on the Platform from time to time and will be applicable on such terms.
6. User Representations
6.1 You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted or shared by you through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libellous, defamatory or otherwise unlawful material. You further agree not to harvest or collect email addresses or other contact information of Users from the Service or the Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications. Additionally, you agree not to use automated scripts to collect information from the Service or the Platform or for any other purpose. You further agree that you may not use the Service or the Platform in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Platform. In addition, you agree not to use the Service or the Platform to:
6.1.1 upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
6.1.2 except where authorised by WiseAlpha Limited or any other applicable WiseAlpha Product Issuer, register for more than one User account, register for a User account on behalf of an individual other than yourself, operate a User account on behalf of or for the benefit of any person who is not eligible to register for or operate a User account in their own name, or register for a User account on behalf of any group or entity (other than approved investment accounts opened on behalf of legal entities);
6.1.3 impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with or authority to act on behalf of any person or entity;
6.1.4 upload, post, transmit, share or otherwise make available any unsolicited or unauthorised advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
6.1.5 upload, post, transmit, share, store or otherwise make publicly available on the Platform any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, and credit card numbers;
6.1.6 solicit personal information from any natural person under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes from any User;
6.1.7 upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
6.1.8 intimidate or harass another User;
6.1.9 upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offence, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
6.1.10 use or attempt to use another’s account, service or system without authorisation from that person and us, or create a false identity on the Service or the Platform; or
6.1.11 upload, post, transmit, share, store or otherwise make available content that, in our sole judgement, is objectionable or which restricts or inhibits any other person from using or enjoying the Platform, or which may expose us, WiseAlpha Limited, any other WiseAlpha Product Issuer or our Users to any harm or liability of any type.
6.2 User Content Posted on the Platform
6.2.2 By posting User Content to any part of the Platform, you automatically grant, and you represent and warrant that you have the right to grant, to us an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide licence (with the right to sub-licence) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Platform or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorise sub-licences of the foregoing. You may remove your User Content from the Platform at any time. If you choose to remove your User Content, the licence granted above will not expire.
7. ALL USERS: CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES
7.1 Electronic Communications
Any Disclosures will be provided to you electronically through our Platform or via electronic mail to the verified email address you provided. If you require paper copies of such Disclosures, you may write to us at the mailing address provided below and a paper copy will be sent to you at a cost of up to £5.00. A request for a paper copy of any Disclosure will not be considered a withdrawal of your consent to receive Disclosures electronically. We may discontinue electronic provision of Disclosures at any time at our sole discretion.
7.2 Scope of Consent
Your consent to receive Disclosures and transact business electronically, and your agreement to do so applies to any transactions to which such Disclosures relate. Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a User have been made.
7.3 Consenting to Do Business Electronically
Before you decide to do business electronically with us, you should consider whether you have the required hardware and software capabilities described below.
7.4 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 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.
You expressly consent to receiving calls and messages, including auto-dialled and pre-recorded message calls, and SMS messages (including text messages) from each of you WiseAlpha Limited, and/or any other WiseAlpha Product Issuer, as the case may be, each of our affiliates, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider may charge you according to the type of plan you carry.
7.6 Additional Mobile Technology Requirements
If you are accessing the Platform and the Disclosures electronically via a mobile device (such as a smart phone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device’s respective “app store”. If you do not have these capabilities on your mobile device, please access the Platform through a device that provides these capabilities.
7.7 Withdrawing Consent
You may withdraw your consent to receive Disclosures electronically by contacting us at the address below. If you are a member on the Platform and you withdraw your consent to receive Disclosures electronically, you may continue to purchase Notes or other WiseAlpha Products on the Platform. If you have already purchased one or more Notes or other WiseAlpha Products, all previously agreed to terms and conditions will remain in effect, and we will send Disclosures to your verified home address provided during registration (except with regard to members that are entities, as discussed under “Terms Applicable to Business and Other Entity Users” below).
7.8 How to Contact Us regarding Electronic Disclosures
7.8.1 You can contact us via email at email@example.com. You may also reach us in writing at the following address: care of WiseAlpha Technologies Ltd, Level 39, One Canada Square, Canary Wharf, London E14 5AB, Attention: Compliance.
7.8.2 If you are an individual User, you will keep us 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 by sending an email to firstname.lastname@example.org or calling +44 20 3927 2790. You also agree to update your registered residence address and telephone number on the Platform if they change. If you are a business or entity User or are acting on behalf of a business or entity, you will keep us informed of any change to your email address, telephone number and primary business address, as discussed under “Terms Applicable to Business and Other Entity Users” below.
8. ALL USERS: INTELLECTUAL PROPERTY MATTERS
8.1 Trademarks and Intellectual Property
WiseAlpha graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of ours and we provide a licence to WiseAlpha Limited for WiseAlpha Limited’s use of the Platform in the UK and/or other countries. A similar license may be provided to any other WiseAlpha Product Issuer that uses the Platform. These trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.
8.2 Copyright Complaints
8.2.1 If you believe that any material on the Platform infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent as set forth below:
Name of Agent Designated to Receive Notification of Claimed Infringement:
WiseAlpha Technologies Limited
Full Address of Designated Agent to Which Notification should be Sent:
Telephone Number of Designated Agent:
+44 20 3927 2790
E-Mail Address of Designated Agent:
8.2.2 The notification must be a written communication that includes the following:
a) A physical or electronic signature of a person authorised to act on behalf of the owner of an exclusive right that is allegedly infringed;
b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
d) Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
e) A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorised by the copyright owner, its agent or the law; and
f) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorised to act on behalf of the owner of an exclusive right that is allegedly infringed.
8.3 Repeat Infringer Policy
In accordance with applicable law, we, WiseAlpha Limited and each other WiseAlpha Product Issuer have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, the memberships of those Users who are deemed to be repeat infringers. We may also, at our sole discretion, limit access to the Platform and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Platform or the Service (“Submissions”), provided by you to us are non-confidential and shall become the sole property of the Company. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
9. ALL USERS: MISCELLANEOUS TERMS
9.1 Links to Other Websites and
The Platform contains (or you may be sent through the Platform or the Services) links to other websites (“Third Party Websites”), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other content belonging to or originating from third parties (the “Third Party Content”). Such Third Party Websites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, WiseAlpha Limited or any other WiseAlpha Product Issuer and neither we nor WiseAlpha Limited nor any other WiseAlpha Product Issuer are responsible for any Third Party Websites accessed through the Platform or any Third Party Content posted on the Platform, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Websites or the Third Party Content. Inclusion of or linking to any Third Party Website or any Third Party Content does not imply approval or endorsement thereof by us or WiseAlpha Limited or any other WiseAlpha Product Issuer. If you decide to leave the Platform and access the Third Party Websites, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Platform.
10.1 We do not guarantee the accuracy of any User Content, Third Party Content or any other content on the Platform delivered by the Service. Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post on the Platform and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Platform or in connection with any User Content or Third Party Content. We are not responsible for the conduct, whether online or offline, of any User of the Platform or Service. We cannot guarantee and do not promise any specific results from use of the Platform and/or the Service.
10.2 The Platform and the Service may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorised access to, or alteration of, User communications. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the internet or on the Platform or combination thereof, including injury or damage to Users or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will we be responsible for any loss or damage, including any loss or damage to any User Content, financial damages or lost profits, loss of business, or personal injury or death, resulting from anyone’s use of the Platform or the Service, any User Content or Third Party Content posted on or through the Platform or the Service or transmitted to Users, or any interactions between Users of the Platform, whether online or offline.
10.3 We reserve the right to change any and all content contained in the Platform and any Services offered through the Platform at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by the Company.
11. Limitation on Liability
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED , IN NO EVENT WILL WE, WISEALPHA LIMITED, ANY OTHER WISEALPHA PRODUCT ISSUER OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE PLATFORM OR THE SERVICE OR ANY OF THE PLATFORM CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE PLATFORM, EVEN IF WE, WISEALPHA LIMITED, OR ANY OTHER WISEALPHA PRODUCT ISSUER ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW EACH OF THE COMPANY’S, WISEALPHA LIMITED'S AND ANY OTHER WISEALPHA PRODUCT ISSUER’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US, WISEALPHA LIMITED OR, ANY OTHER WISEALPHA PRODUCT ISSUER FOR THE SERVICE DURING THE TERM OF MEMBERSHIP. IN NO CASE WILL OUR OR WISEALPHA LIMITED’S OR, ANY OTHER WISEALPHA PRODUCT ISSUER'S LIABILITY TO YOU EXCEED £100. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO THE COMPANY, WISEALPHA LIMITED OR ANY OTHER WISEALPHA PRODUCT ISSUER FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM US OR WISEALPHA LIMITED OR ANY OTHER WISEALPHA PRODUCT ISSUER REGARDLESS OF THE CAUSE OF ACTION.
12. Governing Law; Venue and Jurisdiction