Terms and Conditions
Introduction
Welcome to Ctrl Alt’s Terms and Conditions.
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 30 Churchill Place, London, E14 5RE, United Kingdom. Alt Ltd trades under the name “Ctrl Alt”.Alt is an appointed representative (FCA reference number 974321) of Khepri Limited (“Khepri”) who is authorised and regulated by the Financial Conduct Authority (“FCA”) with firm reference number 692447. MJ Hudson (company number 09414196) has its principal place of business at 1 Frederick's Place, London, EC2R 8AE70.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. 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 tokens (“Tokens”) issued by companies limited by shares incorporated in Lichtenstein (each being a “Lichtenstein Company”) via our Platform. These Tokens will represent your interest in assets classes such as (and not limited to) Real Estate and Property; andarrange for you to create a decentralised wallet (“Wallet”) through our Platform in order for you to have self custody of the Tokens. This Agreement sets out how Alt operates the Platform, how you can access our Platform and the related functions of the Platform that will be available to you. Through the Platform, you will also be required to enter into the following separate agreements:a subscription agreement (the “Subscription Agreement”) with Alt and the Lichtenstein Company (along with associated documents); andan agreement with trustshare Limited (“trustshare”) in relation to trustshare providing you with access to an escrow account (the “trustshare Agreement”).The provision of services by us through the Platform is conditional upon your prior acceptance of the Subscription Agreement and the trustshare Agreement. Please read these documents carefully as they will govern the basis on which we, the Lichtenstein Company and trustshare will provide services to you and enable you to make your investments. Please note that this Agreement, the Subscription Agreement and the trustshare Agreement are all conditional on each other. Termination of any one of these agreements will result in termination of the other agreement.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 Tokens you have requested us to make available to you are appropriate for you. Please see clause 7 for further information on this. 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 Tokens. Capitalised terms in this Agreement will have the meanings given to them in clause 38.1, unless they are defined elsewhere in this Agreement or the context dictates otherwise. Please read this Agreement carefully before using our Platform and investing in Tokens. 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.
Purpose of this Privacy Policy
2. COMMENCEMENT AND TERM
2.1 The Agreement will come into effect upon you confirming electronically on our mobile application 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 16 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 and phone number;
3.2.2 provide personal identification information and documents to confirm your identity as part of complying with our KYC and AML requirements; and
3.2.3 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 In order to open an account with us and/or make investments through our Platform, you must be an individual of at least 18 years of age who:
3.4.1 is a resident in the UK;
3.4.2 has sufficient legal capacity to enter into the Agreement; and
3.4.3 has provided to us, as requested, current valid personal identification documents which contain your photograph, signature, name and personal identification number (such as an identity card or passport).
3.5 Once we have completed the onboarding process, and you have successfully passed this, you will subsequently be required to complete an online questionnaire in order to help us classify your investor status. Once you have successfully completed this process, we will then open an account in your name on our Platform.
3.6 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
4.1.1 allow you access to our Platform to invest in Tokens which you are able to do by placing Orders with us;
4.1.2 access to an escrow account with trustshare; and
4.1.3 arranging for you to create a decentralised wallet in order to self-custody the Tokens that you acquire through the Platform.
4.2 Upon successful creation of your account, we are permitted to assume that any and all Orders placed via your account are placed by you and we are not required to confirm whether any such Orders are valid. You confirm that any Orders and/ or other instructions will be sent by you personally and that no other person will provide to us such Order and/or instruction.
4.3 You must tell us if you believe that someone else knows your account details or is using the Platform by impersonating you. Until you do this then:
4.3.1 you are responsible for any instruction which is received and acted on by us, even such instruction was in fact not given by you; and
4.3.2 you acknowledge that we are not responsible for any unauthorised access to your account or the information that is available in it.
4.4 You understand and agree that we are not obliged to make any particular Token available to you on our Platform and any such unavailability of a particular Token will not and does not constitute a breach of this Agreement by us. We reserve the right to withdraw any or all Tokens 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 with security details which will give you access to your account on the Platform. You must keep such security details (including usernames and passcodes) private and not share these details with any third party.
5.2 You may also be granted biometric based access, which you will be able to set up directly, once you have created an account with us. This will also give you access to the Platform.
5.3 You 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) have been lost, stolen, misappropriated, used without authorisation or otherwise compromised, you must contact us immediately and notify us of this. You also agree that should this occur, you will change your passcode immediately if necessary to prevent any such compromise.
5.4 You acknowledge and understand that your account may be suspended by us and we will restrict your access to the Platform if we have reasonable grounds to suspect or believe, but not limited to, any of the following occurring:
5.4.1 the security of your account or features has been compromised;
5.4.2 you are not a UK resident;
5.4.3 we reasonably suspect that you have acted or will act fraudulently or in breach of this Agreement or Applicable Law;
5.4.4 there has been a fraudulent or unauthorised use of your account;
5.4.5 your account has been used in any way that may not comply with any Applicable Law; or
5.4.6 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.
5.5 Alt will never ask you for your passcode and nor we will ask you to share this with any third party. You acknowledge that your passcode must never be disclosed to anybody else, and that you must not allow someone to watch you when you are accessing your account. You should change your passcode regularly, in order to keep your account safe, to help minimise any risk of your account being compromised.
5.6 Your registered email account(s) should be kept secure and should only be accessed by you, 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.
5.7 In the case of any such suspension, we shall make reasonable efforts to inform you about the suspension, provided that such disclosure:
5.7.1 is not in breach of any applicable law or regulation and does not contravene the instruction of any law enforcement body or regulator; and
5.7.2 would not compromise our reasonable security measures.
5.8 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.
5.9 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 to invest in Lichtenstein Companies that are raising funds through a smart-contract based crowdfunding campaign, where you will acquire the share interest in the relevant Lichtenstein Company that is represented in the form of a Token.
6.2 We will carry out due diligence on each Lichtenstein Company (“Due Diligence”) and once we have satisfactorily completed our Due Diligence in relation to the proposed issuance of the Token, we will arrange for the details of the Token issuance to be published on the Platform, along with any associated documents. The due diligence conducted should not be considered a replacement for your own assessment of the assets and should not be construed as advice or as an endorsement of the asset partner.
6.3 We will set out the investment period for each Token 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 Token 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 Tokens at any time during the Investment Period.
7.2 You must pass our anti-money laundering checks and on-boarding processes, prior to making an investment in Tokens. 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 anti-money laundering obligations. You understand that we have the absolute discretion to refuse an instruction and/or Order from you to arrange for you to invest in Tokens, without having to provide any reasons for this.
7.3 You understand and agree that your investments in Tokens 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 Platform you acknowledge that:
7.4.1 your Tokens must be held in a Wallet controlled by you;
7.4.2 any Tokens will be subject to the details set out in the Subscription Agreement, 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 Tokens available on our Platform.
7.5 Should an Offer Withdrawal take place, then the amount that was in your trustshare account that was committed to invest in the Token will be released.
7.6 We do not provide advice, and as such we are not required to assess whether any Token investment that you make is suitable for you. We are however required to assess whether the relevant services and/or investments in Tokens 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 Tokens 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 Token(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 Token(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 Token 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 Tokens, and there may be a delay in such purchase until the Lichtenstein Company has finalised its fundraising and issued and or distributed available Tokens.
8. TOKEN FUNCTIONALITY
8.1 You understand that the Tokens have the same legal rights as shares in the Lichtenstein Company. You hold both legal and beneficial title in the Tokens.
8.2 You understand that the Tokens can be purchased with Pound sterling only. Payment of the subscription amount will be made into the escrow account in accordance with the Subscription Agreement.
8.3 You understand that there may be a minimum period for which you are required to hold the Tokens, as set out in the Subscription Agreement.
8.4 We use the Algorand Standard Asset framework and a smart contract system (together the “Smart Contract System”) on the Algorand blockchain for the purposes of creating Tokens and issuing such Tokens to your Wallet.
8.5 We will keep a record of all investments received by a Lichtenstein Company in relation to the Tokens, including details of the time the investment was received and the amount of the investment.
8.6 Once the Investment Period has been completed, and subject to compliance with the other provisions of this Agreement, we will send instructions to the Smart Contract System to initiate the issuance of the Tokens to your Wallet.
8.7 You acknowledge and accept that, except where otherwise provided in this Agreement, Tokens do not represent or constitute:
8.7.1 any right to receive future revenues, shares or any other form of participation or governance right from, in or relating to us or the Platform;
8.7.2 any form of money or legal tender in any jurisdiction, nor do they constitute any representation of money (including electronic money); or
8.7.3 the provision of any goods and/or services.
8.8 We make no warranties or representations and offer no assurances (in each case whether express or implied) that Tokens shall confer any actual and/or exercisable rights of use, functionality, features, purpose or attributes in connection with the Platform.
9. RISK WARNINGS
9.1 You acknowledge and understand all risk warnings provided to you on our platform in relation to you investing in Tokens.
9.2 By using our services, you acknowledge and understand that:
9.2.1 the Tokens 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 The Tokens bought through our service cannot be transferred to another service provider and can only be liquidated through us.
9.4 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 with us by open banking, bank transfer or another payment tool provided and determined by trustshare. By entering in to this Agreement, you explicitly consent to funding your investments via trustshare and agree to the terms of the trustshare Agreement which can be found at https://trustshare.co/user-terms.pdf. trustshare is an agent of PayrNet Limited with firm reference number 902866. PayrNet Limited is authorised by the Financial Conduct Authority to carry on certain regulated payment services and to issue electronic money and its firm reference number is 900594.10.2 Any distributions with respect to the Tokens that you have invested in will be paid through the Platform into your account with trustshare. You may have to pay taxes or other costs which are not imposed by us, including on any gains on your investments in Tokens 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 deduct the requisite amounts or otherwise require you to pay or reimburse us for such payments. 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. WALLET ARRANGEMENTS
11.1 Through the Alt Platform, you will be able to create your own Wallet or if you already have a third-party wallet that is able to custody Algorand based tokens, then you can import it in to the Alt Platform, through following the steps that are set out on the Alt Platform. Should you opt to create a Wallet through the Platform, you will be issued with a 12 word passphrase by us that you must securely store. Only you have access to the passphrase and if it is lost, Alt cannot recover it or the Tokens held in the Wallet by you. You can view the passphrase in the Alt Platform provided you have access to it.
11.2 Decentralised software wallets are imported locally on to your mobile device. If you change your mobile device you will be required to import the wallet again (be this a third-party wallet or the Wallet created through us) by using your passphrase. Alt does not have access to your Wallet or its private keys. You as a user will self custody any such Tokens in the Wallet and are responsible for any and all aspects of the Wallet.
12. STATEMENTS, VALUATIONS AND CONFIRMATIONS
12.1 All information about your cash balances, Tokens 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, Tokens 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 we 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 Tokens). We will provide these confirmations to you either through the Platform or in an electronic format and in accordance with clause 31.TRANSFER OF TOKENS
12.4 It may be possible for you to transfer your interest in a class of Token pursuant to the terms of the individual investment with a Lichtenstein Company. You should check the information provided by the Lichtenstein Company, in the Subscription Agreement, in relation to a particular Token.
12.5 In the event of your death, we will hold your investments until we receive the sealed office copy of the grant of representation and instructions from your duly authorised personal representative(s).
13. BREACH OF THESE TERMS
13.1 If we have determined that a breach of this Agreement has occurred, we 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:
13.1.1 termination of this Agreement;
13.1.2 withdrawal of your right to use the services and our Platform (be it immediate, temporary or permanent);
13.1.3 issuance of a warning notice(s) to you;
13.1.4 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
13.1.5 disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.
13.2 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.
14. VOTING INSTRUCTIONS
14.1 You may be able to directly vote, consent or otherwise act in relation to the Lichtenstein Company (including with respect to the actions of the Lichtenstein Company with respect to the underlying asset) and to also attend any meetings of the Lichtenstein Company. We will provide you with notices of your voting rights as and when they arise.
15. RIGHT TO CANCEL
15.1 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.
15.2 If you wish to cancel this Agreement, please notify us of your decision to cancel through the contact details set out at clause 30 or through the Platform.
15.3 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 18.
15.4 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 15.
16. TERMINATION OF THIS AGREEMENT
16.1 This Agreement does not have a minimum duration.
16.2 You may terminate this Agreement without penalty at any time by providing us notice in writing.
16.3 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:
16.3.1 the Subscription Agreement and/or trustshare Agreement is terminated;
16.3.2 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;
16.3.3 we reasonably believe that we need to do so in order to protect our reputation;
16.3.4 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;
16.3.5 we reasonably suspect you of acting in breach of this Agreement;
16.3.6 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;
16.3.7 we suspect money laundering, terrorist financing, fraud, or any other financial crime;
16.3.8 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;
16.3.9 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
16.3.10 we reasonably believes 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.
17. EFFECT OF CANCELLATION OR TERMINATION OF THIS AGREEMENT
17.1 If your account is cancelled or terminated, the following will not be affected:
17.1.1 transactions that you have already initiated, such transactions will be completed by us in accordance with this Agreement;
17.1.2 any outstanding fees for which you will remain liable to pay; or
17.1.3 any provisions of this Agreement intended to remain in force after services to you have ceased.
17.2 You acknowledge as a result of cancellation or termination of this Agreement:
17.2.1 you may not be able to dispose of your Tokens which will mean that you will be required to hold your Tokens for an indefinite period; or
17.2.2 where you are able to dispose of your Tokens, 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.
17.3 If our Agreement is cancelled or terminated, then the Tokens will be cashed in, and any proceeds which we hold for you will be paid to you in accordance with your instructions and agreement with us.
17.4 We may, but are under no obligation to, facilitate in-specie transfers of assets upon cancellation or termination of our Agreement. Further details will be provided upon cancellation or termination of this Agreement.
18. FEES AND CHARGES
18.1 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.
18.2 The fees for our services will accrue from the date cash or investments are first transferred to your account unless we agree otherwise. We may, in our absolute discretion, waive or reduce such fees.
18.3 You agree and confirm that you will be liable, in addition to investment fees and charges, for the following:
18.3.1 all interest in respect of overdue amounts payable and properly incurred under this Agreement;
18.3.2 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;
18.3.3 any costs related to the cancellation or termination of this Agreement as applicable; and
18.3.4 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. AVAILABILITY OF THE PLATFORM
19.1 Alt will take all reasonable measures to ensure that our Platform is available for you 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.
20. REGULATORY PROVISIONS
20.1 we will not treat you as a client of Ctrl Alt but as a user. Only eligible users can access promotional materials and participate to our investments. Persons who are eligible include “investment professionals”, “self-certified sophisticated investors”, “high-net-worth individuals” and “restricted investors” and any other person to whom we may otherwise lawfully distribute promotional materials in accordance with the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 as amended or Financial Services and Markets Act 2000 (Collective Investment Schemes) Order 2001.
20.2 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.
20.3 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.
20.4 We have an obligation to take all appropriate steps to identify and prevent or manage any conflicts of interest between:
20.4.1 us and our clients; and
20.4.2 between our different clients.
20.5 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.
20.6 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.
20.7 Further information on Alt’s Conflicts of Interest Policy will be provided to you upon reasonable request.
21. COMPLAINTS PROCEDURE AND COMPENSATION
21.1 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.
21.2 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. If you are not satisfied with the outcome of your complaint you can then 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 4567.21.3 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 1100.21.4 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 Tokens through Alt. The FSCS will only be relevant to ‘protected claims’ which may arise from our services.
22. CONFIDENTIALITY
22.1 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.
22.2 The restrictions regarding confidentiality shall not apply to information which:
22.2.1 is or comes into the public domain through no fault of the receiving party, its officers, employees, agents or contractors;
22.2.2 is lawfully received by the receiving party from a third party free of any obligation of confidence at the time of its disclosure;
22.2.3 is independently developed by the receiving party, without access to or use of such information;
22.2.4 it is disclosed in confidence to its advisers, auditors or insurers where reasonably necessary for the performance of their professional services; or
22.2.5 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.
22.3 Notwithstanding clauses 22.1 to 22.2 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).
22.4 In addition to clauses 22.1 to 22.3 above, you acknowledge that Alt is permitted to disclose any Confidential Information to any person in the following circumstances:
22.4.1 to investigate or prevent fraud or any other illegal activity;
22.4.2 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;
22.4.3 if it is in the public interest to disclose such Confidential Information; and/ or
22.4.4 with your consent.
23. INTELLECTUAL PROPERTY
23.1 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:
23.1.1 the Platform;
23.1.2 Alt’s documentation, processes and/or procedures;
23.1.3 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;
23.1.4 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
23.1.5 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.
23.2 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 23, 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).
24. LIMITATION OF LIABILITY
24.1 You agree that neither Alt, MJ Hudson, 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:
24.1.1 death or personal injury;
24.1.2 breach of any obligation owed to you under the regulatory system; or
24.1.3 the negligence, fraud or wilful default of Alt.
24.2 You agree that Alt and Khepri Limited 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.
25. INDEMNITY
25.1 You will indemnify and hold us, 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.
26. WAIVER AND VARIATION
26.1 We will only waive a right or remedy provided in this Agreement or by law by express written notice to you.
26.2 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.
26.3 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.
26.4 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.
27. SEVERABILITY
27.1 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.
27.2 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.
28. NO PARTNERSHIP OR AGENCY
28.1 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.
29. TAX
29.1 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.
29.2 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.
30. NOTICES AND COMMUNICATION
30.1 All and any notices and communications issued pursuant to or in connection with this Agreement:
30.1.1 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);
30.1.2 must be delivered and/or sent to us to at the following postal address (86-90, Paul Street, London, England, EC2A 4NE) 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.
30.2 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).
30.3 The parties acknowledge that any notice or other communication will be deemed to be given as follows:
30.3.1 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;
30.3.2 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;
30.3.3 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
30.3.4 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.
30.4 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 31 below.
30.5 This clause 30 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.
31. ELECTRONIC COMMUNICATIONS
31.1 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.
31.2 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.
32. RECORDINGS OF CONVERSATIONS AND ELECTRONIC COMMUNICATIONS AND DATA PROTECTION
32.1 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.
32.2 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.
32.3 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.
33. SURVIVAL OF CLAUSES FOLLOWING TERMINATION
33.1 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
34. FORCE MAJEURE
34.1 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, 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.
35. THIRD PARTY RIGHTS
35.1 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.
36. ASSIGNMENT
36.1 This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent.
36.2 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. 36.3 We will provide you with written notice, in accordance with this Agreement, prior to assigning or transferring any of your rights under this Agreement.
37. GOVERNING LAW AND JURISDICTION
37.1 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.
37.2 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).
38. ENTIRE AGREEMENT
38.1 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.
38.2 Except as required by statute, no terms will be implied (whether by custom, usage, course of dealing or otherwise) into this Agreement.
38.3 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.
38.4 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.
39. DEFINITIONS
39.1 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.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.Confidential Information: All information or material of a confidential nature communicated between the parties, 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.KYC: Means Know Your Client.Lichtenstein Company: Has the meaning set out in clause 1.4.1.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.Party: Means either Alt or you and “parties” shall mean both of us.Order: This is an instruction from you via our Platform to purchase, redeem, transfer or exchange Share(s).Platform: Alt’s platform, which is accessible here www.ctrl-alt.co. Token(s): The tokenised representation of the issued share capital in a Lichtenstein Company.
39.2 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.
39.3 References to “including” or “includes” in the Agreement will be deemed to be a reference to “including without limitation”.
39.4 Headings in the Agreement will not affect its interpretation of this Agreement and is used for convenience only.
39.5 References to a person in this Agreement will include bodies corporate, unincorporated associations, trusts, partnerships and/or individuals.
39.6 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.