Terms and Conditions
Introduction
Welcome to Ctrl Alt’s Terms and Conditions.
1.1 Alt Ltd (“Alt”, “we”, “our” or “us”) is a private limited company incorporated in England & Wales (company number 12481559). Alt has its registered office at 86-90 Paul Street, London, England, EC2A 4NE. Alt Ltd trades under the name “Ctrl Alt”.
1.2 Alt is an appointed representative (FCA reference number 464315) of Infinity Asset Management LLP (“Infinity”) who is authorised and regulated by the Financial Conduct Authority (“FCA”) with firm reference number 464315, Infinity (company number OC324361) has its principal place of business at 4 Clippers Quay, Salford Greater Manchester, England, M50 3BL.
1.3 The FCA regulates the services that we will provide to you. The FCA’s registered address is 12 Endeavour Square, London, E20 1JN. As an appointed representative, our relationship with you is subject to the FCA rules.
1.4 These terms and conditions (otherwise referred to as the “Agreement”) govern our relationship and set out the services that we will provide to you, and on what basis we will arrange for you to invest in shares (“Shares”) issued by a protected cell company limited by shares incorporated in Guernsey (the “Guernsey Company”) via our Platform. These Shares will represent your indirect interest in assets which are owned by protected cells of the Guernsey Company.
1.5 This Agreement sets out how Alt operates the Platform, how you and your Representatives can access our Platform and the related functions of the Platform that will be available to you and your Representatives.
1.6 Through the Platform, you will also be required to enter into a subscription agreement with the Guernsey Company (the “Subscription Agreement”) (along with associated documents);
1.7 You should be aware that Alt does not provide investment advice or investment management services and nor are we required to assess the suitability of any services that we provide to you, based on an assessment of your knowledge and experience or financial position. Before you make any investment through us, you should ensure that you seek independent advice, from an approved investment manager or qualified financial adviser, who can assess whether any investment that you intend to make is suitable. Alt is required to assess whether the relevant services and/or Shares you have requested us to make available to you are appropriate for you. Please see clause 7.6 for further information on this.
1.8 Any reference to “you” or “your” in this Agreement are references to the user of the Platform for the purposes of entering into investments in Shares.
1.9 Capitalised terms in this Agreement will have the meanings given to them in clause 40 unless they are defined elsewhere in this Agreement or the context dictates otherwise.
1.10 Please read this Agreement carefully before using our Platform and investing in the Shares. Once you accept these terms, this Agreement will be legally binding, and you agree to be bound by the Agreement. If you do not agree to any of the terms in this Agreement, or any subsequent modification to this Agreement, you will not be permitted to use the services and your account with us will be closed.
2. COMMENCEMENT AND TERM
2.1 The Agreement will come into effect upon you confirming electronically on our Platform that you agree to its terms and us notifying you that your application to open an account with us has been approved.
2.2 This Agreement will continue indefinitely or until it is terminated by either Party in accordance with the termination provisions set out in clause 17 below.
3. CREATING AN ACCOUNT WITH US
3.1 As part of registering to use our services you will first be required to open an account with us. Your account is subject to the terms of this Agreement.
3.2 When opening an account with us and/or making an investment through our Platform, we will ask you to:
3.2.1 register your details on our Platform, including your name, email address, bank account details and relevant business information;
3.2.2 provide personal identification information and documents to confirm your identity as part of complying with our KYC and AML requirements;
3.2.3 provide information relating to your Representatives and Authorised Persons; and
3.2.4 accept this Agreement and our privacy policy (both of which constitute the entire agreement between you and us in relation to the services we provide to you via the Platform).
3.3 You must inform us as soon as possible if any information that you have provided to us as part of the application process has become out of date or incorrect, and you must then provide to us updated information immediately as and when requested by us.
3.4 Once we have completed the onboarding process, and you have successfully passed this, you will subsequently be classified according to your investor status. Once this is completed, we will then open an account in your name on our Platform.
3.5 Please note that we onboard you at our sole discretion and we reserve the right to refuse your request to open an account with us. You acknowledge and agree that we are not required to provide you with any reasons for us refusing your request to open an account with us. Should we decline your application, you acknowledge that you will not have any rights to compensation from us or legal recourse against us.
4. OUR SERVICES PROVIDED TO YOU
4.1 As part of this Agreement we will allow you and your Authorised Persons access to our Platform to invest in Shares which you are able to do by an Authorised Person placing Orders with us.
4.2 Each Authorised Person is authorised by you, subject to any written limitation communicated to us which we acknowledge receipt in writing, to (i) open, operate and close your account; and (ii) appoint and remove Authorised Persons.
4.3 Upon successful creation of your account, we are permitted to assume that any and all Orders placed via your account are placed by an Authorised Person. We are authorised to comply with and rely upon, without any further enquiry of or reference to you, any notices, instructions, Orders or other communications believed by us to have been given by any Authorised Person. You confirm that any Orders and/ or other instructions will be sent by an Authorised Person and that no other person will provide to us such Order and/or instruction.
4.4 You must tell us if you believe that someone else knows your or any Representative’s account details or is using the Platform by impersonating you or a Representative. Until you do this then:
4.4.1 you are responsible for any instruction which is received and acted on by us, even if such instruction was in fact not given by you; and
4.4.2 you acknowledge that we are not responsible for any unauthorised access to your account or the information that is available in it.
4.5 You understand and agree that we are not obliged to make any particular Share available to you on our Platform and any such unavailability of a particular Share will not and does not constitute a breach of this Agreement by us. We reserve the right to withdraw any or all Shares from the Platform at any time without notice to you and with no such liability.
5. ACCESSING OUR PLATFORM
5.1 We will provide you and your Representatives with security details which will give you and your Representatives access to your account on the Platform. You and your Representatives must keep such security details (including usernames and passwords) private and not share these details with any third party.
5.2 You and our Representatives must monitor your account and read all messages that are sent to you on your account. If you have any suspicion or any indication that any feature of your account (for example login details, passcode or other security feature) has been lost, stolen, misappropriated, used without authorisation or otherwise compromised, you or a Representative must contact us immediately and notify us of this. You also agree that should this occur, you and any Representative will change your login details, passcode/s or other security feature immediately if necessary to prevent any such compromise.
5.3 You acknowledge and understand that your account may be suspended by us and we will restrict your and any Representative’s access to the Platform if we have reasonable grounds to suspect or believe, but not limited to, any of the following occurring:
5.3.1 the security of your account or features has been compromised;
5.3.2 we reasonably suspect that you have acted or will act fraudulently or in breach of this Agreement or Applicable Law;
5.3.3 there has been a fraudulent or unauthorised use of your account;
5.3.4 your account has been used in any way that may not comply with any Applicable Law; or
5.3.5 any information or documentation that you provide to us under this Agreement including in relation to your identity, financial standing and/or source of funds is inaccurate, misleading or incomplete.
5.4 Alt will never ask you or your Representatives for your password and nor we will ask you or your Representatives to share this with any third party. You acknowledge that your and any Representatives password must never be disclosed to anybody else, and that you and your Representatives must not allow someone to watch you when you are accessing your account. You and your Representatives should change your passcode regularly, in order to keep your account safe, to help minimise any risk of your account being compromised.
5.5 Your registered email account(s) should be kept secure and should only be accessed by you and your Representatives, as your email address may be used in the process of resetting passcodes or we may communicate with you via email regarding the security of your account. If you suspect or have an indication that your email addresses registered with your account are compromised, you must contact us immediately and also contact your email service provider.
5.6 In the case of any such suspension, we shall make reasonable efforts to inform you about the suspension, provided that such disclosure:
5.6.1 is not in breach of any applicable law or regulation and does not contravene the instruction of any law enforcement body or regulator; and
5.6.2 would not compromise our reasonable security measures.
5.7 Where we do not notify you in advance of a suspension or restriction, provided that we are permitted to do so under Applicable Law, we will notify you after the suspension or restriction has been imposed. We will remove the suspension and/or the restriction as soon as practicable once we are confident that the reasons for the suspension and/or restriction no longer exist, and your account is not compromised in any form or manner.
5.8 We shall not be liable to you for any losses you may suffer as a result of any reasonable action it takes to suspend the account in accordance with this clause.
6. ISSUANCE OF TOKENS ON THE PLATFORM
6.1 Through our Platform you are able to invest in Guernsey Companies that are raising funds and where you will subscribe for the share(s) issued by the Guernsey Company.
6.2 We will carry out due diligence on each Guernsey Company (“Due Diligence”) and once we have satisfactorily completed our Due Diligence in relation to the proposed issuance of the Shares we will arrange for the details of the Share issuance to be published on the Platform, along with any associated documents.
6.3 We will set out the investment period for each Share offering on the Platform (the “Investment Period”). We reserve the right to shorten the term of any Investment Period at our sole and absolute discretion. We may also withdraw a Share offering from the Platform at any time before it is fully funded at our sole and absolute discretion (a “Offer Withdrawal”).
7. MAKING AN INVESTMENT
7.1 You are able to subscribe for Shares through a Representative placing an Order at any time during the Investment Period.
7.2 You must pass our AML checks and on-boarding processes, prior to making an investment in Shares. You must provide the information that we require to carry out such checks and processes in order for us to determine your identity, investor status and/or comply with our AML obligations. You understand that we have the absolute discretion to refuse an instruction and/or Order from you and/or any Authorised Person to arrange for you to invest in Shares, without having to provide any reasons for this.
7.3 You understand and agree that your investments in Shares will be made based on information that is available to you via the Platform, along with any independent knowledge and/or professional advice that you may have obtained separately.
7.4 By making an investment through the Platform you acknowledge that:
7.4.1 your Shares must be held and controlled by you directly or you will nominate a third party custodian who will hold and control the Shares on your behalf. Alt will not be involved with any arrangements with the custodian (as outlined in more detail in clause 11);
7.4.2 any Shares will be subject to the details set out in the Subscription Agreement, the Offering Memorandum, the relevant Cell Supplement and all such related documents that we provide to you, and you will be bound by the terms thereof;
7.4.3 Alt will not provide any financial, legal, tax or similar advice to you;
7.4.4 we will not provide you with any investment advice or any personal recommendations in relation to your investments;
7.4.5 you have complete control and discretion as to whether or not you make an investment; and
7.4.6 you are advised to seek independent advice before investing in any Shares available on our Platform.
7.5 Should an Offer Withdrawal take place, then the amount that was received from you that was committed to invest in the Shares will be returned to you by the Guernsey Company.
7.6 We do not provide advice, and as such we are not required to assess whether any Share investment that you make is suitable for you. We are however required to assess whether the relevant services and/or investments in Shares that you have requested us to make available to you are appropriate for you, based on your knowledge and experience in the investment field relevant to the specific type of service or Shares requested. You will provide such information as we may reasonably require in relation to our assessment.
7.7 In the event that we consider that the services and/or Share(s) are not appropriate for you, or you fail to provide the information requested, we will issue you with a warning. In such circumstances, we will only proceed to provide access to the relevant services and/ or Share(s) if we deem it appropriate to do so in our absolute discretion.
7.8 You agree to us aggregating your Orders with the Orders of other investors who wish to invest in the same Share as you, where required. Although it is unlikely that the aggregation of Orders and transactions will be a disadvantage to any investor whose Order is to be aggregated, the effect of the aggregation may work to an investor’s disadvantage in relation to a particular Order.
7.9 You acknowledge that your Order will not result in the instant purchase of Shares, and there may be a delay in such purchase until the Guernsey Company has finalised its fundraising and issued and or distributed available Shares.
7.10 You understand that there may be a minimum period for which you are required to hold the Shares, as set out in the Subscription Agreement, the Offering Memorandum and/or the Cell Supplement.
8. TOKEN RECEIPT
8.1 Once the Investment Period has been completed and subject to compliance with the other provisions of the Subscription Agreement, the Offering Memorandum and the Cell Supplement, the Guernsey Company will use the Algorand Standard Assets framework for the purposes of providing you with a tokenised trade confirmation (“Receipt Token”).
8.2 You acknowledge and accept that a Receipt Token does not represent or constitute:
8.2.1 any value or contractual right associated with any Shares;
8.2.2 any right to receive future revenues, shares or any other form of participation or governance right from, in or relating to us or the Guernsey Company.
8.3 When subscribing for Shares, you must provide the Guernsey Company with the wallet address where the Guernsey Company should send the Receipt Token. Further information relating to Receipt Tokens is set out in the Offering Memorandum.
9. RISK WARNINGS
9.1 You acknowledge and understand all risk warnings provided to you on our Platform in relation to you investing in Shares.
9.2 By using our services, you acknowledge and understand that:
9.2.1 the Shares available to you through our services may not be suitable for everyone;
9.2.2 the value of your investments may go up and may go down;
9.2.3 investment carries an inherent risk that you may lose some or all of the monies that you have invested; and
9.2.4 your liability to tax is dependent on your personal circumstances and independent advice should be sought if required.
9.3 We do not provide advice of any kind in respect of this and we strongly recommend that you seek independent advice before investing.
10. PAYMENTS THROUGH THE PLATFORM
10.1 You are required to fund your investments and pay any fees by bank transfer or another payment method provided and determined by us and/or the Guernsey Company.
10.2 Any distributions with respect to the Shares that you have invested in will be paid by the Guernsey Company into your bank account. You may have to pay taxes or other costs which are not imposed by us or the Guernsey Company, including on any gains on your investments in Shares or income arising from them. If we are required to pay any withholding tax or other levies on your behalf, you acknowledge and explicitly agree that we have the right to require you to pay or reimburse us for such payments or require the Guernsey Company to pay or reimburse us from any return associated with your Shares. Individual tax treatment will vary depending on an individual’s particular circumstances and is subject to change. We do not provide tax advice and we strongly recommend that you seek independent tax advice before investing.
11. CUSTODY ARRANGEMENTS
11.1 When subscribing for Shares, an Authorised Person must provide the Guernsey Company with instructions relating to the custody of the Shares which can be either:
11.1.1 held by you directly; or
11.1.2 held by your nominated custodian, who will hold the shares on your behalf. You will need to provide the details of the custodian to the Guernsey Company when subscribing for Shares under the Subscription Agreement.
11.2 Alt will not provide any custody services and will not arrange for a third party custodian to provide custody services to you.
12. STATEMENTS, VALUATIONS AND CONFIRMATIONS
12.1 All information about your Shares and any other features that are made available to you by us, will be set out on the Platform. Please note that there may be a discrepancy between the information in respect to your cash balances, Shares and/or features as set out on the Platform, and the actual position with respect to this. There may also be a delay in such information being updated on the Platform. We will provide you with Reports and other information in an electronic format, in accordance with the terms set out in clause 31.
12.2 We provide no warranty, representation or any other assurances as to the accuracy of the information relating to your investments on our Platform, or in relation to your account with us, other than what is required of us under FCA Rules. We will endeavour to provide the market or estimated value of your investments on a best-efforts basis, in accordance with the FCA Rules.
12.3 Where applicable, we will provide you with confirmations of transactions that we have arranged for you to enter into (including confirmations of your investment(s) in the Shares). We will provide these confirmations to you either through the Platform or in an electronic format and in accordance with clause 31.
13. TRANSFER OF SHARES
13.1 It may be possible for you to transfer your interest in a class of Shares pursuant to the terms of the individual investment with a Guernsey Company. You should check the information provided by the Guernsey Company, in the Offering Memorandum and Cell Supplement in relation to a particular Share.
13.2 In the event of your death, your duly authorised personal representative(s) will need to contact the relevant Guernsey Company in relation to any Shares you have in that Guernsey Company.
14. BREACH OF THESE TERMS
14.1 If we have determined that a breach of this Agreement has occurred, we and Infinity are entitled to take all and any such action as we deem appropriate. Failure to comply with this Agreement, or any breach of this Agreement by you, may result in us taking all or any of the following actions:
14.1.1 termination of this Agreement;
14.1.2 withdrawal of your right to use the services and our Platform (be it immediate, temporary or permanent);
14.1.3 issuance of a warning notices(s) to you;
14.1.4 legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach, including any further legal action as necessary; and
14.1.5 disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.
14.2 We will have no liability for any actions we may take as a result and in response to any breaches committed by you of this Agreement. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.
15. VOTING INSTRUCTIONS
15.1 You may be able to directly vote, consent or otherwise act in relation to the Guernsey Company (including with respect to the actions of the Guernsey Company with respect to the underlying asset) and to also attend any meetings of the Guernsey Company.
15.2 Further information relating to voting rights is set out in the Subscription Agreement, the Offering Memorandum and the relevant Cell Supplement.
16. RIGHT TO CANCEL
16.1 If you have concluded your agreement with us “at a distance”, meaning that you did not meet an Alt employee prior to entering into this Agreement, you are able to cancel your Agreement with us within fourteen (14) days from the date it began.
16.2 If you wish to cancel this Agreement, please notify us of your decision to cancel through the contact details set out at clause 31 or through the Platform.
16.3 If you have exercised your right to cancel properly, we will stop providing services to you and this Agreement will terminate. However, please note that such cancellation will not affect those services that we have already provided to you or we are in the course of providing to you, and you will be liable for any fees incurred as set out in clause 19.
16.4 If you do not cancel this Agreement in accordance with the provisions set out in this clause, this Agreement will continue until terminated in accordance with clause 17.
17. TERMINATION OF THIS AGREEMENT
17.1 This Agreement does not have a minimum duration.
17.2 You may terminate this Agreement without penalty at any time by providing us notice in writing.
17.3 We may terminate this Agreement on giving you at least thirty (30) days’ notice unless the following apply (or we reasonably suspect them to), in which case we may terminate the Agreement with immediate effect where:
17.3.1 you become bankrupt, insolvent or are unable to pay your debts as they fall due or we reasonably believe you may not be able to meet your obligations to us under this Agreement;
17.3.2 we reasonably believe that we need to do so in order to protect our reputation;
17.3.3 we are, in our reasonable opinion, required to do so by applicable law, regulation or any court or other authority to which we are subject in any jurisdiction;
17.3.4 we reasonably suspect you or a Representative of acting in breach of this Agreement;
17.3.5 we have concerns that a transaction is erroneous or about the security of your account or we suspect our services are being used in a fraudulent or unauthorised manner;
17.3.6 we suspect money laundering, terrorist financing, fraud, or any other financial crime;
17.3.7 use of your account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your account activity;
17.3.8 you fail to provide on request such documentation as Alt (or any third party whose services we use in providing the services to you under this Agreement) reasonably requires in order to comply with its obligations under applicable money laundering laws and regulations or otherwise to ensure the verification of your identity and/or funding sources to our satisfaction; and/or
17.3.9 we reasonably believe that it is necessary or desirable to do so in order to protect the security of the account, including circumstances where any account details may have been lost or stolen.
18. EFFECT OF CANCELLATION OR TERMINATION OF THIS AGREEMENT
18.1 If your account is cancelled or terminated, the following will not be affected:
18.1.1 transactions that you have already initiated, such transactions will be completed by us in accordance with this Agreement;
18.1.2 any outstanding fees for which you will remain liable to pay; and
18.1.3 any provisions of this Agreement intended to remain in force after services to you have ceased.
18.2 You acknowledge as a result of cancellation or termination of this Agreement:
18.2.1 you may not be able to dispose of your Shares which will mean that you will be required to hold your Shares for an indefinite period; and
18.2.2 where you are able to dispose of your Shares, you may receive more or less than what you originally put in, for example as a result of price movements over the period and the deduction of fees incurred for the period.
19. FEES AND CHARGES
19.1 Alt fees will be disclosed on the Platform and will be set out in the statements and confirmations provided to you, pursuant to clause 12. We may, in our absolute discretion, waive or reduce such fees.
19.2 You agree and confirm that you will be liable, in addition to investment fees and charges, for the following:
19.2.1 all interest in respect of overdue amounts payable and properly incurred under this Agreement;
19.2.2 all costs payable and incurred properly under this Agreement, including any transfer fees, registration fees, exchange fees, settlement fees, and stamp duty, tax or other fiscal liabilities;
19.2.3 any costs related to the cancellation or termination of this Agreement as applicable; and
19.2.4 all additional administrative expenses or legal or other professional costs that we may incur if we carry on activities outside the ordinary scope of our services.
19.3 Further information on fees and charges in respect of the Shares is set out in the Subscription Agreement, the Offering Memorandum and the relevant Cell Supplement.
20. AVAILABILITY OF THE PLATFORM
20.1 Alt will take all reasonable measures to ensure that our Platform is available for you and your Representatives to use at any and all times. There may be times where the Platform is unavailable, such as where there are technical issues. In these circumstances, we may not be able to receive your Orders and/or instructions or allow you to access the Platform to carry out transactions. If this happens, we will try to provide you with advance notice or as much notice as is possible. You can also contact us by email at info@ctrl-alt.co should you encounter such issues.
21. REGULATORY PROVISIONS
21.1 We will treat you as a professional client or eligible counterparty (as such term is defined under the FCA Rules) and we will provide the services to you on that basis unless we notify you otherwise. Under this classification you will be entitled to a lower level of investor protection under the FCA Rules compared to a retail client. You may request that we treat you under a different client classification, but you must demonstrate to us that you meet the criteria for such classification. If we agree to treat you as a different client classification, we will provide you with further information on the protections that you will lose as a result of such reclassification before we make this change.
21.2 Where applicable, any Orders for investments will be transmitted in accordance with our Best Interest Policy. For a copy of our Best Interest Policy, please contact us at info@ctrl-alt.co. We reserve the right to revise our Best Interest Policy from time to time and we will notify you if any material changes are made.
21.3 Any transaction that takes place on the Platform will be executed outside of a trading venue (as such term is defined under the FCA Rules). For regulatory purposes, we are required to obtain your consent to your Orders being executed outside of a trading venue. By entering into this Agreement, you consent to your Orders being executed outside a trading venue.
21.4 We have an obligation to take all appropriate steps to identify and prevent or manage any conflicts of interest between:
21.4.1 us and our clients; and
21.4.2 between our different clients.
21.5 Alt has a Conflicts of Interest Policy in place. In summary, this Conflicts of Interest policy identifies situations which we believe give rise to actual or potential conflicts of interest and also sets out details of how those conflicts are to be prevented and/or managed. We will review our Conflicts of Interest Policy on at least an annual basis and take all appropriate measures to address deficiencies that we have identified.
21.6 Where the arrangements under our Conflicts of Interest Policy are insufficient to ensure, with reasonable assurance, that the risk of damage to the interests of our clients will be prevented, we will provide you with the details of the actual or potential conflict before carrying on the relevant service for you; this will enable you to make an informed decision whether to continue to deal with us, notwithstanding the existence of such conflict.
21.7 Further information on Alt’s Conflicts of Interest Policy will be provided to you upon reasonable request.
22. COMPLAINTS PROCEDURE AND COMPENSATION
22.1 All complaints regarding our service should be set out in writing, stating the nature and type of your complaint and should be sent to us to the following email address: info@ctrl-alt.co.
22.2 Should we receive a complaint from you, we will immediately carry out an independent investigation your complaint and provide a written response. We will endeavour to provide our final written response within fourteen (14) days of receipt of your written complaint. As a professional client, you should not be able to refer your complaint to the UK Financial Ombudsman Service. Further information on the UK Financial Ombudsman Service is available at the following website www.financial-ombudsman.org.uk or by calling 0800 023 4567.
22.3 We participate in the Financial Services Compensation Scheme (“FSCS”) which pays compensation for financial loss only to eligible claimants when an authorised firm is in default and will carry out an investigation to establish whether or not this is the case. The Scheme provides protection if an authorised investment firm is unable to pay claims against it. The amount of compensation depends on the basis of your claim. The current maximum levels of compensation for investments are up to £85,000 per person. Compensation levels are subject to change and for up-to-date details please refer to https://www.fscs.org.uk/ or by calling 0800 678 1100.
22.4 If your investment underperforms or loses value because of market movements, this is not covered by the FSCS. Your capital is at risk when investing in Shares through Alt.
23. CONFIDENTIALITY
23.1 Each Party shall maintain the confidentiality of the other Party’s Confidential Information and shall not without the prior written consent of the disclosing party, disclose, copy or modify the Confidential Information (or permit others to do so) other than as necessary for the performance of its rights and obligations under the Agreement.
23.2 The restrictions regarding confidentiality shall not apply to information which:
23.2.1 is or comes into the public domain through no fault of the receiving Party, its Representatives, officers, employees, agents or contractors;
23.2.2 is lawfully received by the receiving Party from a third party free of any obligation of confidence at the time of its disclosure;
23.2.3 is independently developed by the receiving Party, without access to or use of such information;
23.2.4 it is disclosed in confidence to its Representatives, advisers, auditors or insurers where reasonably necessary for the performance of their professional services; or
23.2.5 is required by law, by court or governmental or regulatory order to be disclosed provided that the receiving Party, where possible, notifies the disclosing Party at the earliest opportunity before making any disclosure.
23.3 Notwithstanding clauses 23.1 to 23.2 above, in order to assist or enable Alt to properly perform its services for you, and to enforce our rights and obligations under this Agreement, you acknowledge that Alt is permitted to disclose in confidence any Confidential Information to any person (including our affiliates, delegates and counterparties).
23.4 In addition to clauses 23.1 to 23.2 above, you acknowledge that Alt is permitted to disclose any Confidential Information to any person in the following circumstances:
23.4.1 to investigate or prevent fraud or any other illegal activity;
23.4.2 for any purposes ancillary to the provision of our services under this Agreement, or for the administration of your investments, including for the purposes of credit enquiries or assessments;
23.4.3 if it is in the public interest to disclose such Confidential Information; and/ or
23.4.4 with your consent.
23.5 Each Party may disclose the other relevant Party’s Confidential Information to its Representatives who need to know such Confidential Information for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement, provided that:
23.5.1 it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
23.5.2 it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with the obligations set out in this clause as if they were a Party to this Agreement, and at all times, it is liable for the failure of any Representatives to comply with the obligations set out in this clause 23.2.
24. INTELLECTUAL PROPERTY
24.1 Except as expressly set out in this Agreement, you acknowledge that you will not acquire any right, title or interest in or to the Intellectual Property Rights of Alt, its affiliates or its or their licensors subsisting in:
24.1.1 the Platform;
24.1.2 Alt’s documentation, processes and/or procedures;
24.1.3 Alt’s know-how, including all and any ideas, concepts, information, knowledge, techniques, methodology and any other know-how relating to the services we will provide to you;
24.1.4 software, including software used or which will be used by Alt, its affiliates or its subcontractors for the purposes of providing the services to you, whether owned by Alt or its affiliates or licensed to Alt or its affiliates by a third party; and
24.1.5 any data, drawings, diagrams, images, sounds or text (together with any database containing any of these) embodied in or recorded on any electronic, magnetic, optical or tangible media and supplied to you by or on behalf of Alt or its affiliates, or which Alt, its affiliates or subcontractors generates, processes, stores and transmits pursuant to this Agreement.
24.2 Should you obtain (whether by operation of Applicable Law or otherwise) any right, title or interest in or to Intellectual Property Rights inconsistent with this clause 24, you agree that you will assign in writing to us all such Intellectual Property Rights which you have acquired at the request of Alt (whenever made).
25. LIMITATION OF LIABILITY
25.1 You agree that neither Alt, Infinity, nor any of their directors, employees or agents, shall be liable to you, for any loss or damage sustained by you as a direct or indirect result of Alt providing its services, save that nothing in the terms set out in this clause excludes or restricts any liability of us resulting from:
25.1.1 death or personal injury;
25.1.2 breach of any obligation owed to you under the regulatory system; or
25.1.3 the negligence, fraud or wilful default of Alt.
25.2 You agree that Alt and Infinity shall not in any event be liable for loss of profits, loss of opportunity, loss of business, loss of savings, loss of goodwill, claims by third parties, loss of anticipated savings (whether direct or indirect) or for any type of special, direct, indirect or consequential loss howsoever caused, even if caused by Alt’s negligence and/or breach of contract and even if such loss was reasonably foreseeable or Alt had been advised of the possibility of you incurring the same.
26. INDEMNITY
26.1 You will indemnify and hold us, Infinity, and our subsidiaries, members, directors, partners, officers, employees, contractors and agents harmless from and against any loss, liability, claim, demand, damages, costs, expenses (including legal fees) which may arise from or in connection with the services, any content on the services shared by you or other users, any third party websites or resources found through the services, any users of the services, or any breach of this Agreement, Applicable Law or any law or regulation in any jurisdiction.
27. WAIVER AND VARIATION
27.1 We will only waive a right or remedy provided in this Agreement or by law by express written notice to you.
27.2 If we delay or fail to exercise any power, right or remedy under this Agreement this will not be treated as our waiver of that power, right or remedy, nor will it impair or prejudice it.
27.3 Any single or partial exercise or waiver of any power, right or remedy will not preclude our further exercise or the exercise of any other power, right or remedy.
27.4 We may amend this Agreement by giving you at least fourteen (14) days’ prior written notice, unless we are required to amend this Agreement with immediate effect due to a legal or regulatory requirement.
28. SEVERABILITY
28.1 If any provision or part-provision of this Agreement shall be determined to be invalid, illegal or unenforceable under any rule, law or regulation of any governmental agency, such provision or part-provision shall be deemed deleted and the remaining provision or part-provision will be interpreted to accomplish the objectives of the provision or part-provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision or part-provision of this Agreement shall not be affected.
28.2 We may agree in writing with you to amend this Agreement in order to ensure the terms are valid, lawful and enforceable at all times.
29. NO PARTNERSHIP OR AGENCY
29.1 Except as may be expressly provided here, nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between us and you. It does not authorise either Party to make or enter into any commitments for or on behalf of any other Party.
30. TAX
30.1 It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions associated with your investments through our services and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. We strongly recommend that you take your own tax advice with respect to this Agreement and/or your investments.
30.2 We do not make any warranty or representation in relation to the tax position that applies to you following your investments by entering into this Agreement with you. The tax treatment of your investments will depend on your individual position and may be subject to change.
31. NOTICES AND COMMUNICATION
31.1 All and any notices and communications issued pursuant to or in connection with this Agreement:
31.1.1 must be in English, in writing and legible (you confirm by signing this Agreement that you possess proper knowledge and understanding of the English language);
31.1.2 must be delivered and/or sent to us to at the following postal address (86-90 Paul Street, London, England, EC2A ) and/or email address (info@ctrl-alt.co ), or at another postal address (within the United Kingdom) as we may from time to time notify you; and will be delivered and/or sent to you at the postal address or email address that you have provided to us in connection with this Agreement.
31.2 Any notice or communications sent by post will be sent by pre-paid first-class post (if to/from the United Kingdom) or by pre-paid airmail (if to/from outside of the United Kingdom).
31.3 The parties acknowledge that any notice or other communication will be deemed to be given as follows:
31.3.1 if delivered, at the time and on the date of delivery if delivered during a Business Day, or at the start of the next Business Day if delivered at any other time;
31.3.2 if sent by post to or from a place within the United Kingdom, at the start of the second Business Day after it was posted;
31.3.3 if sent by post to or from a place outside the United Kingdom, at the start of the fifth Business Day after it was posted; or
31.3.4 if sent by email, at the time and date of transmission if transmitted during normal office hours (09:00-17:30) on a Business Day (local time at the place of receipt); otherwise, at the start of the Business Day following the date of transmission.
31.4 You agree that Alt may provide you with any and all notices and communications about your account or our services electronically in accordance with clause 32 below.
31.5 This clause 31 will not apply to the service of any legal proceedings or other documents in any legal action by the parties. Alt will not accept electronic service of proceedings or any legal action by way of email from you or any third party.
32. ELECTRONIC COMMUNICATIONS
32.1 By entering into this Agreement with us, you acknowledge and consent to communications with you to be conducted via email or by us placing information on the Platform. You also acknowledge and agree that we may communicate with you by letter, telephone, SMS or email and to discuss matters with you in person as and when appropriate.
32.2 For the avoidance of doubt, by consenting to electronic communications, you also consent to receiving confirmations and any other reports, documents, statements or similar documents that we may provide to you in connection with this Agreement, by way of email or other electronic means, and also agree to us placing such information on the Platform for you to review. Please note, you also have the right to request hard copies of such documents where needed by you, and we will provide these to you if it is reasonable for us to do so.
33. RECORDINGS OF CONVERSATIONS AND ELECTRONIC COMMUNICATIONS AND DATA PROTECTION
33.1 We may record telephone conversations we have with you and store electronic communications between you and us, in order to comply with our obligations under the FCA Rules, and you consent to us doing so. You also specifically consent to such records being used in any arbitral or legal proceedings between us, as necessary.
33.2 Where we have recorded a conversation we have had with you or stored an electronic communication between you and us then in accordance with our obligations under the FCA Rules, we will make a copy of such recordings and/ or communications available to you on request for a period of five (5) years or, if required by the FCA, for up to seven (7) years.
33.3 We will keep your personal information safe. We will process personal information in accordance with applicable data protection legislation. Please ensure that you read our privacy policy to understand how we use and protect the information you provide us (a copy of our privacy policy can be accessed here: https://www.ctrl-alt.co/privacypolicy.
34. SURVIVAL OF CLAUSES FOLLOWING TERMINATION
34.1 All provisions of this Agreement (express or implied) which by their nature extend beyond the expiration or termination of this Agreement (including but not limited to the obligation to pay any fees) shall survive the termination of this Agreement
35. FORCE MAJEURE
35.1 Except as set out otherwise, neither Party will be liable for any losses, delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond their reasonable control, including but not limited to, any delay or failure due to any act of God, government restrictions, exchange or market rulings, actions affecting securities, clearing or commodity exchanges including suspensions of trading or extensions of trading hours, dealing cut-off times and holidays, act of civil or military authorities, act of terrorists, civil disturbance, pandemic, epidemic, war, strike or other labour dispute, fire, interruption in telecommunications or internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond their reasonable control and this shall not affect the validity and enforceability of any remaining provisions.
36. THIRD PARTY RIGHTS
36.1 Unless otherwise stated, nobody else has any rights under this Agreement. This Agreement is between you and us. No other person shall have any rights to enforce any of its terms including under the Contracts (Rights of Third Parties) Act 1999. Neither of us will need to get the agreement of any other person in order to end this Agreement or make any changes to these terms. Our affiliates may enforce this Agreement as if they had been a Party.
37. ASSIGNMENT
37.1 This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent.
37.2 We may transfer this Agreement to someone else. We may transfer our rights and obligations under this Agreement to another party without restriction, provided that we meet our regulatory and legal obligations prior to doing so.
37.3 We will provide you with written notice, in accordance with this Agreement, prior to assigning or transferring any of your rights under this Agreement.
38. GOVERNING LAW AND JURISDICTION
38.1 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 the law of England and Wales.
38.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Agreement, its subject matter or formation (including non-contractual disputes or claims).
39. ENTIRE AGREEMENT
39.1 This Agreement contains the whole agreement between us relating to the matters contained in this Agreement and will supersede any previous agreement (whether oral or in writing) between us relating to those matters.
39.2 Except as required by statute, no terms will be implied (whether by custom, usage, course of dealing or otherwise) into this Agreement.
39.3 Each of us acknowledge that in entering into this Agreement we have not relied on any express or implied representation (including any made negligently), assurance, undertaking, collateral agreement, warranty or covenant which is not set out in this Agreement.
39.4 In connection with the subject matter of this Agreement, each of us waives all rights and remedies (including any right or remedy based on negligence) which might otherwise be available to it in respect of any express or implied representation, assurance, undertaking, collateral agreement, warranty or covenant which is not set out in this Agreement.
40. DEFINITIONS
40.1 Unless the context dictates otherwise, capitalised terms used in this Agreement will have the following meanings:
Agreement: Has the meaning set out in clause 1.4.
AML: Means anti-money laundering.
Applicable Law: Means any and all applicable laws, legislation, bye-laws, decisions, notices, statutes, orders, rules (including any rules or decisions of court), regulations, directives, edicts, schemes, warrants, local government rules, statutory instruments or other delegated or subordinate legislation and any directions, codes of practice issued pursuant to any legislation, voluntary codes, other instruments made or to be made under any statute and codes of conduct and mandatory guidelines (including in all cases those that relate to audit, accounting or financial reporting) and which have legal effect, whether local, national, international or otherwise existing from time to time, together with any similar instrument having legal effect in the relevant circumstances.
Authorised Person: means any person who is designated in writing by you from time to time to give Orders to Alt under this Agreement.
Best Interest Policy: Alt’s best interest policy.
Business Day: A day when banks are open for business in the United Kingdom, excluding Saturday or Sunday.
Cell Supplement: The supplementary memorandum in relation to the relevant protected cell of the Guernsey Company describing the terms on which the Shares are to be issued.
Confidential Information: All information or material of a confidential nature communicated between the parties or their Representatives, including the terms of our Agreement, provided that Confidential Information will exclude information or material which at the time of disclosure is, or which thereafter becomes (in each case otherwise than as a result of any act or default by the recipient), part of the public domain by publication or otherwise.
Conflicts of Interest Policy: Alt’s conflicts of interest policy.
FCA: The Financial Conduct Authority of the United Kingdom or any successor authority.
FCA Rules: The principles, rules and guidance contained in the Handbook issued by the FCA and other material issued by the FCA from time to time.
FSCS: Financial Services Compensation Scheme, as further described in clause 21.
Guernsey Company: Has the meaning set out in clause 1.4.
Intellectual Property Rights: Means: (a) copyright, design rights (whether registered or unregistered) and database rights; (b) patents, utility models, trademarks, trade names, domain names and topography rights; (c) applications for, or registrations of, any of the rights described in (a) or (b) above; and (d) any other intellectual property having a similar nature or equivalent effect anywhere in the world.
KYC: Means Know Your Client.
Offering Memorandum: The offering memorandum relating to the Guernsey Company, as amended from time to time.
Order: This is an instruction from an Authorised Person via our Platform to purchase, redeem, transfer or exchange Share(s).
Party: Means either Alt or you and “parties” shall mean both of us.
Platform: Alt’s platform, which is accessible here www.ctrl-alt.co.
Receipt Token: Has the meaning set out in clause 8.1.
Representative: Means, in relation to a Party, its employees, officers, representatives, advisers including Authorised Persons, which shall be deemed to be the agent of the relevant Party and therefore any action/omission performed by them, shall constitute an action/omission of the relevant Party.
Share (s):Has the meaning set out in clause 1.4
40.2 References to any legislation, statute, rule, contract or any other document, is to such legislation, statute, rule, contract or other document as amended from time to time and as currently in force.
40.3 References to “including” or “includes” in the Agreement will be deemed to be a reference to “including without limitation”.
40.4 Headings in the Agreement will not affect its interpretation of this Agreement and is used for convenience only.
40.5 References to a person in this Agreement will include corporate bodies, unincorporated associations, trusts, partnerships and/or individuals.
40.6 Words used in this Agreement in the singular will include the plural, and words used in this Agreement in the plural will include the singular, unless the context requires and/or indicates otherwise.