Adviser Agreement – MICAP - MI Capital Research

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Adviser Agreement Adopted January 2015 We are MI Capital Research Limited incorporated and registered in England and Wales with company number 08634361 whose registered office is at Halford Chambers, 1-3 Halford Road, Richmond, London TW10 6AW (“we” “us” “our”). You are a retail financial advisory firm and your name is set out in associated Purchase Orders (“you” “your”). You research products and services of product providers (“Products”) and make arrangements for your clients to acquire them. Our website, “MICAP”, allows you to access information about the Products of providers and allows you to undertake research and produce reports to support the suitability and appropriateness of the Products. This agreement sets out the terms on which we will allow you to access MICAP data, make notes and produce compliance and other reports for your files. Your access to MICAP will commence on the day you register and create your logon credentials (userID and password). We may terminate your access to MICAP at any time if you breach the terms of this Agreement or otherwise. You will pay the Fees set out in the Purchase Order and for any other additional services and products you purchase from us. We may amend our Fees by giving you one month’s notice in writing, which will be posted on MICAP. If you do not want to pay a fee increase you may terminate this Agreement by giving us one month’s notice in writing. You may purchase additional services and products from us set out in Purchase Orders, if you do so we will provide you with a quote in the form of a Purchase order to you by email ahead of providing the services. You will accept additional services by printing, signing, scanning the signed Purchase order and emailing it back to us. Purchase Orders incorporate these terms and conditions as if laid out in them. We may provide you with access to and use of MICAP to enable you to review and compare Products. You may also produce various reports for your client files that evidence your reasoning about why you believe Products are suitable and appropriate for your customers. You may give reports about the Products to your customers. You may not share any reports from MICAP with any person other than your customers and in no circumstances will you share reports with other financial advisers. You will use your skill and judgement as a professional financial adviser to analyse and compare Products and decide which ones are suitable and appropriate for your customers. You acknowledge that providers of Products provide Product data and that we rely on them for the accuracy of the data about Products. You acknowledge as we rely on providers of Products to maintain data about Products accurately that we accept no liability for the inaccuracy of any Product data. You must keep your login credentials for MICAP secret and confidential. We will not be liable for misuse of your login credentials unless we have caused them to become public. You indemnify us against all loss, cost, charges (including legal fees) and damage we suffer if you allow any third party to use your login credentials to access MICAP and they use chargeable services and produce reports. You will ensure your employees, contractors and agents do not use MICAP for any purpose other than those identified in this Agreement. In particular, you will ensure you and they do not enter any information for any purpose contrary to law and/or regulation which includes but is not limited to uploading viruses, interfering with users or other persons using MICAP, ensuring they do not enter pornographic, racist or comments that incite religious hatred or violence into MICAP. Except by use of the report writing and other tools provided on MICAP, which you are licensed to use, you are not permitted to copy or reproduce any materials or content from MICAP without our express written permission. You must not “scrape” content from our website. You must not download content from MICAP for redisplay to the public. We will provide MICAP and any additional services to you with reasonable care and skill. If we cannot perform services by the date we agree with you, we will arrange a new date and time for delivery. We may reuse data you enter into MICAP that is not identified by you as confidential. We try to provide MICAP continuously but there may be times when it is unavailable for planned and unplanned maintenance and service. Neither you nor we exclude or limit liability to the other for: fraud or fraudulent misrepresentation; death or personal injury caused by negligence; a breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or any matter in respect of which it would be unlawful for the parties to exclude liability for respectively. Subject to clause 17, we shall not in any circumstances be liable whether in contract (by way of indemnity or otherwise), tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for: any consequential or indirect loss or damage; nor loss of profits, business, business opportunities, revenue, turnover, reputation, goodwill, loss or corruption of data or information, anticipated savings or wasted expenditure (including management time) (all however so arising); nor any loss or liability (whether direct or indirect) under or in relation to any other contract. Subject to clause 17, our total aggregate liability in contract (by way of indemnity or otherwise), tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement or any collateral contract shall in all circumstances be limited to £100. You indemnify us and will hold us harmless against any and all costs (including legal costs), damages, expense, losses and liabilities arising from allegations or actions that result from us providing services to you and the reliance users make in respect of the data entered by you into MICAP. A person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third parties) Act 1999. You may not assign any of the rights you have under this Agreement or this Agreement itself. The exclusions and limitations in this Agreement apply only to the extent that they are permitted by law. This Agreement, terms of use of our Website, privacy policy, Cookie policy and any Purchase Orders constitutes the whole and entire agreement between you and us. The Agreement is governed by the laws and England and Wales and you and we both submit to the exclusive jurisdiction of the English Courts in respect of all disputes that arise between you and us. MICAP Fund Finder Licence If you elect to pay for access to the MICAP Fund Finder you will be granted a MICAP Fund Finder Licence (“Licence”) which will allow you to use the full MICAP website including additional features and access to all Offers Licences are for a minimum period of 12 months and can be cancelled following that initial period with one month’s notice in writing. Licences may be subject to a maximum number of Users per firm. Multiple licences can be purchased. You will allow us to ensure that the number of your employees who access MICAP is accurate. That will enable us to be certain that Fees we charge are correct.
The MICAP Impact Assessment process is based on the Manager’s answers to our Impact Assessment Questionnaire, which may not be verified or audited by MICAP. The resultant MICAP Impact Scores should not be taken as financial advice or a complete and comprehensive analysis of the risks of investing in the investment, which are usually set out in the Information Memorandum, Prospectus or Brochure supplied by the Investment Manager. Alternative and unquoted investments are inherently high risk and invested capital is at risk. Tax ramifications may vary depending on the investor's personal circumstances. MI Capital Research Ltd is an Appointed Representative of Thornbridge Investment Management LLP (FRN: 713859), which is authorised and regulated by the Financial Conduct Authority.

Adopted January 2015

We are MI Capital Research Limited incorporated and registered in England and Wales with company number 08634361 whose registered office is at Halford Chambers, 1-3 Halford Road, Richmond, London TW10 6AW (“we” “us” “our”). You are a retail financial advisory firm and your name is set out in associated Purchase Orders (“you” “your”).
You research products and services of product providers (“Products”) and make arrangements for your clients to acquire them.
Our website, “MICAP”, allows you to access information about the Products of providers and allows you to undertake research and produce reports to support the suitability and appropriateness of the Products.
This agreement sets out the terms on which we will allow you to access MICAP data, make notes and produce compliance and other reports for your files.
Your access to MICAP will commence on the day you register and create your logon credentials (userID and password). We may terminate your access to MICAP at any time if you breach the terms of this Agreement or otherwise.
You will pay the Fees set out in the Purchase Order and for any other additional services and products you purchase from us. We may amend our Fees by giving you one month’s notice in writing, which will be posted on MICAP. If you do not want to pay a fee increase you may terminate this Agreement by giving us one month’s notice in writing.
You may purchase additional services and products from us set out in Purchase Orders, if you do so we will provide you with a quote in the form of a Purchase order to you by email ahead of providing the services. You will accept additional services by printing, signing, scanning the signed Purchase order and emailing it back to us. Purchase Orders incorporate these terms and conditions as if laid out in them.
We may provide you with access to and use of MICAP to enable you to review and compare Products. You may also produce various reports for your client files that evidence your reasoning about why you believe Products are suitable and appropriate for your customers. You may give reports about the Products to your customers. You may not share any reports from MICAP with any person other than your customers and in no circumstances will you share reports with other financial advisers.
You will use your skill and judgement as a professional financial adviser to analyse and compare Products and decide which ones are suitable and appropriate for your customers.
You acknowledge that providers of Products provide Product data and that we rely on them for the accuracy of the data about Products. You acknowledge as we rely on providers of Products to maintain data about Products accurately that we accept no liability for the inaccuracy of any Product data.
You must keep your login credentials for MICAP secret and confidential. We will not be liable for misuse of your login credentials unless we have caused them to become public. You indemnify us against all loss, cost, charges (including legal fees) and damage we suffer if you allow any third party to use your login credentials to access MICAP and they use chargeable services and produce reports.
You will ensure your employees, contractors and agents do not use MICAP for any purpose other than those identified in this Agreement. In particular, you will ensure you and they do not enter any information for any purpose contrary to law and/or regulation which includes but is not limited to uploading viruses, interfering with users or other persons using MICAP, ensuring they do not enter pornographic, racist or comments that incite religious hatred or violence into MICAP.
Except by use of the report writing and other tools provided on MICAP, which you are licensed to use, you are not permitted to copy or reproduce any materials or content from MICAP without our express written permission. You must not “scrape” content from our website. You must not download content from MICAP for redisplay to the public.
We will provide MICAP and any additional services to you with reasonable care and skill. If we cannot perform services by the date we agree with you, we will arrange a new date and time for delivery.
We may reuse data you enter into MICAP that is not identified by you as confidential.
We try to provide MICAP continuously but there may be times when it is unavailable for planned and unplanned maintenance and service.
Neither you nor we exclude or limit liability to the other for:
1. fraud or fraudulent misrepresentation;
2. death or personal injury caused by negligence;
3. a breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
4. any matter in respect of which it would be unlawful for the parties to exclude liability for respectively.
Subject to clause 17, we shall not in any circumstances be liable whether in contract (by way of indemnity or otherwise), tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:
1. any consequential or indirect loss or damage; nor
2. loss of profits, business, business opportunities, revenue, turnover, reputation, goodwill, loss or corruption of data or information, anticipated savings or wasted expenditure (including management time) (all however so arising); nor
3. any loss or liability (whether direct or indirect) under or in relation to any other contract.
Subject to clause 17, our total aggregate liability in contract (by way of indemnity or otherwise), tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement or any collateral contract shall in all circumstances be limited to £100.
You indemnify us and will hold us harmless against any and all costs (including legal costs), damages, expense, losses and liabilities arising from allegations or actions that result from us providing services to you and the reliance users make in respect of the data entered by you into MICAP.
A person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third parties) Act 1999.
You may not assign any of the rights you have under this Agreement or this Agreement itself.
The exclusions and limitations in this Agreement apply only to the extent that they are permitted by law.
This Agreement, terms of use of our Website, privacy policy, Cookie policy and any Purchase Orders constitutes the whole and entire agreement between you and us.
The Agreement is governed by the laws and England and Wales and you and we both submit to the exclusive jurisdiction of the English Courts in respect of all disputes that arise between you and us.

MICAP Fund Finder Licence

If you elect to pay for access to the MICAP Fund Finder you will be granted a MICAP Fund Finder Licence (“Licence”) which will allow you to use the full MICAP website including additional features and access to all Offers
Licences are for a minimum period of 12 months and can be cancelled following that initial period with one month’s notice in writing.
Licences may be subject to a maximum number of Users per firm. Multiple licences can be purchased.
You will allow us to ensure that the number of your employees who access MICAP is accurate. That will enable us to be certain that Fees we charge are correct.