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Worthstone Impact Portal

1. Defined terms

In these Terms and Conditions:

1.1. “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

1.2. “Concurrent Users” means the number of your Users who may access the Service at any one time;

1.3. “Database” means Worthstone’s database of Social Impact Investments;

1.4. “Designated Professional Body” means a professional body designated under the Financial Services and Markets Act 2000 (Designated Professional Bodies) Order 2001 (SI 2001/1226) (as amended from time to time);

1.5. “FCA” means the Financial Conduct Authority;

1.6. “First Payment Date” means the date on which we will take the first payment of the Subscription Fee;

1.7. “Force Majeure Event” means an event beyond the reasonable control of Worthstone including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Worthstone or any other party), failure of a utility service or transport network, act of God, pandemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors;

1.8. “Initial Period” means a period of 12 months from the First Payment Date;

1.9. “Intellectual Property Rights” all patent, copyright, trademarks, business and domain names, rights in goodwill, rights to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property rights, in each case whether registered or unregistered in any part of the world;

1.10. “Monthly Payment Date” means the day in each month (or if not a Business Day, the Business Day thereafter) on which subsequent payments of the Subscription Fee will be taken;

1.11. “Privacy Policy” means our privacy policy which can be found at https://www.worthstone.co.uk/privacy-policy/, as amended from time to time;

1.12. “Registration” means the process described in paragraph 4 below;

1.13. “Registration Form” means the registration form in the form provided by Worthstone and completed by you as part of the Registration;

1.14. “Reports” means the independent product analysis reports on each Social Impact Investment hosted on the Database;

1.15. “Renewal Period” means each successive 12 month period after the Initial Period for which these Terms and Conditions are renewed in accordance with paragraph 2 below;

1.16. “Social Impact Investments” means social impact investments including, but not limited to, social impact investment collectives and individual social impact investments;

1.17. “Service” means the services to be provided by Worthstone under these Terms and Conditions as described in paragraph 5.2 below;

1.18. “Subscription” means subscription to the Service;

1.19. “Subscription Level” means the level of access to the Service as set out in Annex 1;

1.20. “Subscription Fee” means the fee payable monthly in advance for the Subscription;

1.21. “Users” means your employees, agents and independent contractors who are authorised to use the Service under these Terms and Conditions;

1.22. “VAT” means value added tax chargeable under English law for the time being and any similar additional tax;

1.23. “Website Terms of Use” means the terms of use of the Worthstone website which can be found at http://www.worthstone.co.uk/terms-conditions/, as amended from time to time;

1.24. “Us”, “We” or “Worthstone” means Worthstone Limited, a company incorporated in England and Wales (registration number 07397705) whose registered office is at 15 Home Farm, Luton Hoo Estate, Luton, Bedfordshire LU1 3TD;

1.25. “You“ or “Your“ means the firm whose name, address and other particulars appear in the Registration Form;

1.26. Words importing the singular include the plural and vice versa;

1.27. A reference to “party” means you and/or us (as applicable); and

1.28. A reference to “writing” or “written” includes communication by e-mail.

2. The Service

2.1. Worthstone shall provide you with access to the Service in accordance with the Subscription Level you choose when you register. Your Subscription Level will determine the features which you may access and the number of Concurrent Users who may access the Service simultaneously.

2.2. Worthstone may at any time without notifying you make any changes to the Service including changes which Worthstone considers necessary to comply with any applicable law, regulation or statutory requirements. If such changes will materially affect the nature or quality of the Service provided to you, we will notify you in writing of such changes to the Service as soon as reasonably practicable.

3. Basis of agreement

3.1. By registering for access to the Service in the way described in paragraph 4.1 below, you are offering to purchase the Service in accordance with these Terms and Conditions.

3.2. Your offer to purchase the Service shall only be deemed to be accepted when we issue written acceptance of the Registration in accordance with paragraph 4.3 below. The Service shall commence once we issue written acceptance of your Registration, and shall terminate in accordance with paragraph 5 below.

3.3. These Terms and Conditions (and the Website Terms of Use which you agree form part of these Terms and Conditions) constitute the entire agreement between the parties. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Worthstone which is not set out in these Terms and Conditions.

4. Registration

4.1. In order to register for access to the Service, you must:

(a) complete the online Registration Form at worthstone.co.uk;

(b) indicate your acceptance of these Terms and Conditions by either:

(i) signing and returning a scanned copy of these Terms and Conditions to us by email to gavin.francis@worthstone.co.uk; or

(ii) checking the relevant online dialogue box presented to you when registering for the Service on the Worthstone website.

4.2. We reserve the right to refuse a Registration. We will notify you in writing if your Registration is successful.

4.3. If we accept your Registration, we will notify you in writing to confirm:

(a) the Subscription Fee;

(b) the First Payment Date;

(c) the Monthly Payment Date; and

(d) your user name and password which will enable you to access the Service.

5. Commencement, Termination and Automatic Renewal

5.1. Subject to paragraph 5.2, you agree to subscribe to the Service for the Initial Period. You may not cancel your Subscription until the expiry of the Initial Period.

5.2. The Subscription will be automatically renewed for a further Renewal Period on each anniversary of the First Payment Period. Once the Subscription is renewed, you will not be allowed to cancel the Service until the expiry of that Renewal Period. If you do not wish to renew the Subscription for a further Renewal Period, you will need to notify us in writing at least 15 Business Days before each anniversary of the First Payment Date.

5.3. Worthstone may at any time terminate these Terms and Conditions and stop providing you with access to the Service for any reason upon 30 days’ prior notice.

5.4. Worthstone may at any time, by giving you notice in writing, terminate these Terms and Conditions and stop providing you with access to the Service with immediate effect, if:

(a) you materially breach these Terms and Conditions;

(b) you fail to pay the Subscription Fee on the Monthly Payment Date;

(c) you misuse the Worthstone website (worthstone.co.uk) or materially breach the Website Terms of Use; or

(d) cease to be:

(i) authorised by the FCA with permission to give investment advice or manage investments;

(ii) an appointed representative of a FCA authorised person with permission to give investment advice; or

(iii) regulated by a Designated Professional Body and exempt from the requirement to be authorised under the Financial Services and Markets Act 2000.

6. Fees and Payment

6.1. The amount of Subscription Fees you will pay for the Service is dependent upon the Subscription Level you choose and number of Registered Individuals (RIs) within your firm. The base level (less than 10 RIs) of Subscription Fees are set out in Annex 1. We will confirm the level of Subscription Fee which you will pay (based on the number of RIs) when we accept your Registration, in accordance with paragraph 4.3.

6.2. We will take the first payment of the Subscription Fee on the First Payment Date. Thereafter, monthly payments of the Subscription Fee will be taken on or about each Monthly Payment Date.

6.3. The Subscription Fee shall be exclusive of VAT, which Worthstone shall add to its invoices to you at the appropriate

6.4. We may revise the Subscription Fees set out in Annex 1 by giving you no less than one month’s notice in writing of any such increase. If our revision of the Subscription Fees is not acceptable to you, you may terminate the contract within one month of such notice being deemed to be received by you under paragraph 16.2, by giving a further 15 Business Days’ written notice to us.

7. Intellectual Property

7.1. By subscribing for the Service, we grant to you a non-exclusive, non-transferable, revocable licence to access, view and use the Database and Reports, in each case subject to these Terms and Conditions. Such licence shall terminate automatically without further notice on termination of the Subscription, or termination of these Terms and Conditions in accordance with paragraph 5.3.

7.2. You acknowledge that all Intellectual Property Rights in the Database, Reports and the Service are the property of Worthstone, and that you shall have no rights in or to the Database, Reports or to the Service other than the right to use them in accordance with these Terms and Conditions.

8. Your responsibilities

You agree, represent and warrant that:

(a) you have the full power and authority to agree to these Terms and Conditions;

(b) the details you have provided in the Registration Form are true, accurate and up to date at all times;

(c) you will pay the Subscription Fees;

(d) you are either an:

(i) FCA-regulated financial adviser with permission to give investment advice or manage investments;

(ii) appointed representative of a FCA authorised person with permission to give investment advice; or

(iii) exempt professional firm regulated by a Designated Professional Body carrying out exempt regulated activities;

(e) the information contained in the Reports is not advice to you, and you will use that information solely for the purposes of forming your own views on the suitability of any investments and giving your own investment advice or (if applicable) taking discretionary investment decisions for your clients;

(f) you will not be buying, selling, subscribing for or underwriting any of the Social Investments for your own account;

(g) you will not provide copies of any material obtained from the Service (including the Reports or screen-shots of the Database) to any third parties (including your clients) unless prior agreement is given in writing; and

(h) you will not share your user name and password with any third party (including your clients).

9. Our responsibilities

9.1. We will provide the Service using reasonable care and skill.

10. Limitation of Liability

10.1. Nothing in these Terms and Condition shall limit or exclude Worthstone’s liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or

(d) any other liability which cannot be limited or excluded by applicable law.

10.2. Subject to paragraph 10.1 above:

(a) Worthstone shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Service; and

(b) Worthstone’s total liability to you in respect of all other losses shall in no circumstances exceed the annual Subscription Fee in the relevant calendar year paid by you to us.

11. Data Protection

11.1. In performing our obligations under these Terms and Conditions, we will process your personal data in accordance with our Privacy Policy.

12. Force Majeure

12.1. Worthstone shall not be liable to you as a result of any delay or failure to perform its obligations under these Terms and Conditions as a result of a Force Majeure Event.

12.2. If the Force Majeure Event prevents Worthstone from providing the Service for more than four weeks, Worthstone shall, without limiting its other rights or remedies, have the right to terminate these Terms and Conditions immediately by giving written notice to you.

13. Variation

13.1. The Website Terms of Use may be varied by us at any time.

13.2. The amount of Subscription Fees you will pay may be varied by us by giving notice to you in accordance with paragraph 6.4 above.

13.3. These Terms and Conditions may be amended or varied by us at any time by giving written notice to you.

14. Confidentiality

14.1. Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by paragraph 14.2 below.

14.2. Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under these Terms and Conditions. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this paragraph 14; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

14.3. No party shall use any other party’s confidential information for any purpose other than to perform its obligations under these Terms and Conditions.

15. Assignment

15.1. You may not assign the benefit of these Terms and Conditions (in whole or in part) or transfer in any manner whatsoever your rights and obligations under these Terms and Conditions or sub-contract or delegate in any manner whatsoever your performance under these Terms and Conditions. Any such dealing in contravention of this paragraph 15.1 shall be ineffective.

15.2. Worthstone may assign the benefit of these Terms and Conditions (in whole or in part), or transfer in any manner whatsoever its rights and obligations under these Terms and Conditions or sub-contract or delegate in any manner whatsoever its performance under these Terms and Conditions.

16. Notices

16.1. We will send all correspondence and notices to you to the email address noted in the Registration Form. You must notify Worthstone in writing as soon as reasonably practicable of any changes to your contact details.

16.2. Any notice that we serve on you under paragraph 16.1 shall be deemed to be received:

(a) if sent by email before 4.00 pm local time on a Business Day, after one hour; or

(b) if sent by email on or after 4.00 pm local time on a Business Day, or on a day that is not a Business Day, on the next Business Day.

16.3. You must send all correspondence and notices to Worthstone by email to gavin.francis@worthstone.co.uk. We will notify you in writing of any changes to Worthstone’s contact details. We will only accept notices or other correspondence from the contact named or the e-mail address specified in the Registration Form.

16.4. Any notice that you serve on Worthstone under paragraph 16.3 shall be deemed to be received only after an acknowledgement reply is sent by Worthstone (such acknowledgement reply not to be unreasonably delayed or withheld).

16.5. The provisions of this paragraph 16 shall not apply to the service of any proceedings or other documents in any legal action.

17. Governing Law and Jurisdiction

17.1. These Terms and Conditions 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 and construed in accordance with the laws of England and Wales.

17.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions or its subject matter or formation (including non-contractual disputes or claims).

Annex 1: Subscription Fees