How you access the 316 Startups platform

2.1 When you register with 316 Startups, you (or each authorised user) will choose an email or phone number and a secured password. You will also provide other security details which must be entered to log on to the 316Startups Platform. You must keep these details secret because, as long as the email or mobile number and associated secured password has been used, we will assume that you are the person using the 316 Startups Platform. We may carry out additional checks if we think it is necessary.

2.2 You must tell us as soon as possible if your mobile device has been lost or stolen or you think someone else knows your security details or can use 316 Startups by impersonating you. Until you tell us:

• you will be responsible for any instruction which we receive and act on, even if it was not given by you; and
• we will not be responsible for any unauthorised access to confidential information about you on the 316 Startups Platform.

2.3 By using the 316 Startups Platform, you agree that you will not use any functions of the 316 Startups Platform for any Prohibited Activity (as defined in Appendix 1 to this agreement) or any Prohibited Purpose (as defined in Appendix 2 to this agreement).

Fees and charges

Use of the 316 Startups platform is subject to our fees and charges which can be found in the fees and commissions schedule. We will provide you with at least 60 calendar days advanced notice of any changes to our fees and charges in accordance with clause 7 of this agreement.

Security

4.1 We may use software and other technology to detect viruses or malicious software on the computer or device you use to access the 316 Startups Platform. If you are using a mobile device, we may also use software and other technology to determine whether your device has been altered through ‘jailbreaking’ or ‘rooting’. If we determine that your device has been altered through ‘jailbreaking’ or ‘rooting’, or if we detect viruses or malicious software, we may suspend, restrict or block access to the 316 Startups Platform from that device.

When we can restrict access to the 316 Startups platform

5.1 We may suspend, restrict or stop your use of the 316 Startups Platform at any time without advance warning if we reasonably think this is necessary because, for example:

• we discover you have knowingly given us false information;
• the security of the 316 Startups Platform is at risk;
• we suspect unauthorised or fraudulent use of the 316 Startups Platform;
• a device is used that we do not recognise or is used in an unusual way;
• you use 316 Startups Platform or our services and tools in a way or for a purpose not envisaged by us;
• we have to comply with any legal or regulatory requirement;
• any event under clause 6.3 below;
• you have not accessed the 316 Startups Platform for six months or more;
• you have breached this agreement, including but not limited to using the 316 Startups Platform for any Prohibited Activity or Prohibited Purpose or failing to make any payment due; or
• you fail to satisfy the compliance criteria of any of our third-party providers.

5.2 If we suspend, restrict or stop your use of the 316 Startups Platform, you will not be able to use the Linked Services until access to the 316 Startups Platform is restored.

5.3 Where possible we will contact you before suspending, restricting or blocking your access to tell you that we are doing so and why. We may do this by displaying a message the next time you try to log on or perform an action on the 316 Startups Platform. However, we may not always be able to contact you, for example, because of legal or regulatory restrictions.

Our limited liability and limited service functionality

6.1 Nothing in this Agreement shall exclude or limit our liability for death or personal injury resulting from our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation and for any other liability that cannot be excluded by law.

6.2 To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly excluded.

6.3  You can usually use the 316 Startups Platform at all times but we won’t be liable if you suffer any loss or damage if it is unavailable or does not function properly because of:

• scheduled and emergency repairs, updates, or maintenance;
• the failure of data processing systems; or
• events, circumstances or causes beyond our reasonable control.

6.4 The 316 Startups Platform and our administrative support tools and services including our accounting, trading reports, spending analytics or other tools (collectively, “tools”) provide functionality that in our opinion might assist some of our customers. However, please note that:

Although we will use reasonable endeavours to provide the 316 Startups Platform and the functionality of our tools intended by us, we cannot give any guarantees that 316 Startups Platform or our tools:

• are fit for any particular purpose or that they may help you comply with any legal requirement;
• are always available or that they operate without error, interruption or delay;
• will ensure that your information is uncorrupted or that records will be kept for any time;
• will always produce accurate calculations, forecasts or information;
• provide any advice that you could rely on. Any prompts, suggestions or recommended course of action are just general automated reminders which we thought might be helpful, but they do not constitute advice as they do not consider the specific circumstances of your case or legal obligations.

You must not rely in any way on the 316 Startups Platform or our tools or any suggestions or information provided and you remain solely responsible (and we are in no way responsible) for, among other things, keeping your own records, ensuring the accuracy and completeness of information, verifying information, seeking independent advice, managing your relationship with any third party introduced by us, complying with your legal and tax obligations, meeting your liabilities, ensuring that any notices, returns, reports, accounts, computations, statements, assessments and registrations and any other information (“Returns”) required to be made or submitted to any tax authority for the purposes of tax are correct and complete, filing any Returns by the due date, making payment of tax on time and making decisions about your financial, tax and other position.

Subject to clause 6.1, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:

• loss of profits, sales, business, or revenue;
• business interruption;
• penalties, fines, surcharge, interest or other similar charges or expenses incurred by you;
• wasted time;
• loss of anticipated savings;
• loss of business opportunity, goodwill or reputation; or
• any indirect or consequential loss or damage, in each case whether or not such loss or damage was foreseeable.

6.5 We will not be liable if you cannot use any Linked Services at any time or if any third party breaks their agreement with you.

6.6 We will do all that we reasonably can to prevent unauthorised access to the 316 Startups Platform and we will accept liability for any loss or damage resulting directly from our failure to prevent any unauthorised access to the 316 Startups Platform in breach of our obligation but excluding any loss or damage set out in 6.4(c), so long as you can show that you kept your device safe, your mobile device was not subject to jailbreaking or ‘rooting’, where applicable, and you did not disclose your security details or fail to keep them secret.

6.7 We will use our reasonable endeavours to resolve any errors or issues if you let us know. However, notwithstanding any term of this agreement but without prejudice to clause 6.1, our total liability to you in connection with this agreement whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall not exceed the total fees and commissions received from you in the 12 months immediately preceding the calendar month in which the claim arose.

Changing these terms

7.1 We may ask you to agree to changes to these terms and conditions or to the services we provide, for example, software updates or improvements in functionality, on the 316 Startups Platform through the 316 Startups website or 316 Startups app.

7.2 We can also change any of these terms and conditions, including introducing or changing charges, provided we give you at least 90 calendar days notice in advance. The new terms will apply automatically at the end of the notice period, but if you do not want to agree to the change, you can stop using the 316 Startups Platform.

Contacting one another

8.1 If we need to contact you about your 316 Startups Account, we will normally do so through your registered email and/or your preferred method of contact. You should therefore check your inbox regularly so you don’t miss important communications from us, for example, in relation to any changes we need to make. We recommend that you check at least once a week.

8.2 We may also communicate with you via SMS, post, telephone or the app.

8.3 You must tell us if your contact details change. If you don’t tell us, we won’t be responsible if we can’t contact you or we use out-of-date contact details to send you information

8.4 You can contact us by sending an instant message to the 316 Startups Platform secure inbox.

Ending this agreement

9.1 You may end your use of the 316 Startups Platform at any time by messaging Customer Services through the 316 Startups Platform secure inbox.

9.2 We can end this agreement by giving you at least 5 calendar days’ notice in advance, via the 316 Startups Platform secure inbox.

9.3 If you have a query regarding your use of the 316 Startups Platform, you can send us an instant message via the 316 Startups Platform secure inbox.

Intellectual property

10.1 316 Startups and any third-party software providers own all intellectual property rights relating to the 316 Startups Platform. 316 Startups grants you a limited right to use the 316 Startups Platform on the terms of this agreement.

10.2 316 Startups uses licensed third-party software (Licensed Technology) to operate the 316 Startups Platform. Licensed Technology remains the property of the relevant licensor and 316 Startups does not grant you any sub-license to use Licensed Technology except to operate your account via the 316 Startups Platform.

10.3 Except as expressly permitted in this agreement, you may not use, copy, reproduce, incorporate, distribute, sublicense, adapt, enhance, modify, decompile, reverse engineer, display, or provide the 316 Startups technology, intellectual property rights or any Licensed Technology to any other person.

Complaints

11.1 If you have a complaint, please contact Customer Services through the 316 Startups Platform secure inbox.

11.2 All complaints will be subject to our complaints procedure, which we can provide to you upon request. You should note that we aim to resolve all complaints within 15 business days from the date on which you contact us. In exceptional circumstances, where we are unable to resolve your complaint within 15 business days, we will resolve your complaint within 35 business days.

How we use your personal information

12.1 You may provide us with information about you from time to time in connection with your use of the 316 Startups Platform. Some information will be necessary for us to provide you with the 316 Startups Platform. You must update any changes to your information via the 316 Startups Platform secure inbox.

12.2 We may at any time request evidence of identity from you. We will also use an ID verification agency or credit reference agency (whose names and addresses will be provided to you on request) both prior to and throughout your use of the 316 Startups Platform to verify your identity and who will add details to your record of our request for a search

12.3 We are the data controller of your personal data processed in connection with your use of the 316 Startups Platform and we will:

• only carry out the processing of any of your personal data in accordance with our privacy policy and the law;
• implement appropriate technical and organisational measures designed to protect any of your personal data against unauthorised or unlawful processing and accidental loss or damage;
• only transfer your personal data to countries outside the UK that ensure an adequate level of protection for the rights of the data subject or where we have complied with alternative requirements for the international transfer of personal data in accordance with the law;
• make a backup copy of your personal data every week and record the copy on media from which the data can be reloaded if there is any corruption or loss of the data; and
• in such event and if attributable to any default by us, promptly restore the data at our own expense or, at your option, promptly reimburse you for any reasonable expenses you incur in having the data restored by a third party.

12.4 We are not the data controller in relation to your personal data processed in connection with your use of any Linked Services. Please refer to the privacy notice of the relevant third-party provider to find out how your information is processed and safeguarded in Linked Services.

Traders

13.1 For individuals and businesses using the 316 Startups trading platform or 316Invest, a minimum time of 90 days (referred to as a ‘notice period’) is required to liquidate stock levels. Notice is given by sending an email to the 316 Startups secured customer service inbox.

31.2 We offer all information regarding trades, earnings, cost, commissions and liquidation via our plan information and on the 316 Startups trading platform. In the case of liquidation, a liquidation schedule is generated separately and made available by email. Trading is subject to variables and 316 Startups reserves the right to make changes to trading terms with a 90 days’ notice.

13.3 The 316 Startups trading platform is a 316 Startups product and therefore all the terms contained in this agreement are applicable to the 316 Startups trading platform.

General

14.1 You will not assign or transfer any of your rights and benefits under this agreement. We may at any time assign, transfer or subcontract any or all of our rights and benefits under this agreement without prior written notice to you.

14.2 We may assign transfer or subcontract any or all of our obligations herein to any group company, affiliate or selected third party: (a) by giving 60 calendar days prior notice in writing or (b) at any time (with or without notice) to comply with any law or regulation or (c) on valid request by a Linked Service provider.

14.3 Even if we delay or fail to exercise any right or remedy under this agreement, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this agreement that will not mean that you do not have to do those things nor will it prevent us taking steps against you at a later date.

14.4 If any provision of this agreement is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.

14.5 All the information we give you and all communications between you and us will be in English.

14.6 This agreement, and any dispute or claim (including non-­‐contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, will be governed by, and construed in accordance with, the law of England and Wales.

14.7 We both agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim (including non-­‐ contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

14.8 No third party who is not a party to this agreement has a right to enforce any of its terms.

By entering into this agreement, I confirm that I am using the 316 Startups Platform for the purposes of a business or trading carried on by me or intended to be carried on by me, and I undertake to use the 316 Startups Platform accordingly.

a1. Appendix 1 – Prohibited Activity

Each of the following is a Prohibited Activity

• Any illegal or unlawful purpose that breaches national or international law, including without limitation intellectual property, tax, data protection and privacy law
• Sending or receiving fraudulent funds
• Financing terrorism
• Tax evasion
• Tax avoidance
• Money laundering
• Involvement in fraud or criminal activities
• Involvement with politically exposed persons or political parties
• Management of assets (including of third parties), through collective investment schemes, retail FX businesses, quasi-cash or cryptocurrency
• Involvement in the manufacture or trading of weapons, firearms, explosives, complex weapons (e.g. guided missiles), poisons or nuclear materials.
• Adult Entertainment, including obscene or pornographic material
• The provision of financial services
• Credit repair, debt restructuring, debt recovery, debt settlement, and debt collection
• Gambling
• Gaming
• Dating services
• Psychic services
• Dealing in precious metals and precious stones
• Dealings that result, or are likely to result, in complaints, disputes, reversals, chargebacks, fees, fines, penalties or other liability
• Sending or receiving money for a purpose that is harmful, false, misleading, unlawful, obscene, defamatory, libellous, threatening, pornographic, harassing, hateful, or racially or ethnically offensive
• Linking an account which is used for any Prohibited Activity
• Collecting payments that support pyramid or ponzi schemes, matrix programmes, other “get rich quick” schemes or multi-level marketing programmes
• Providing a service/business without a licence, permit or franchise where the same is required
• Registered and unregistered charities, CIC registered for less than a year, companies where donations are the main source of income
• Products harmful to human health such as tobacco, e-cigarettes, and e-liquids
• To sell or provide:
  • items that may infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction;
  • “payday loans” or other lending services (provided that such prohibition does not extend to the provision of payroll services, or to facilitating payments on behalf of loan companies that are duly authorised to lend money);
  • items that may be counterfeit including but not limited to: counterfeit designer handbags, counterfeit clothing and accessories, and counterfeit consumer electronics;
  • items that promote hate, violence, racial intolerance, or the financial exploitation of a crime;
  • items that encourage, promote, facilitate or instruct others to engage in illegal activity;
  • items that promote, support or glorify acts of violence or harm towards oneself or others;
  • drugs or drug paraphernalia, (provided that such prohibition does not extend to cannabidiol-related businesses that only deal in products up to the maximum permitted cannabidiol concentration).

a2. Appendix 2 – Prohibited Purpose

Each of the following is a Prohibited Purpose

• Involvement in or facilitation of any Prohibited Activity
• Involvement in any illegal or unlawful activity
• Sale or provision of items that fall within a Prohibited Activity