Provider Agreement - Investment Faciliation – MICAP

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Provider Agreement - Investment Faciliation Adopted January 2015. Last amended February 2021 General 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 Provider, Sponsor or Promoter of Investment Products and your name is set out in associated Purchase Orders (“you“ ”your”). You provide financial products and services (“Offers”) that you distribute via, or sell directly to, financial advisers, other third parties and/or investors (collectively referred to as “Users”). Our website, “MICAP”, allows Users to access data about your products and services and those of other financial services product providers. Users undertake their research on MICAP and produce reports about the suitability and appropriateness of the products and services of the investments. You acknowledge that Users will have access to the data in MICAP. Users will rely on the data in materials we have obtained from you or you have made available to us and that we display on MICAP. Users will make decisions about your products and services and they will compare your Offers with those of other providers of similar Offers. We offer the following services to you: Listing of Offer, Verified Listings, MICAP Reviews, MICAP Fund Finder Licence and Investment Facilitation (“the Services”). The term of this Agreement is shall be from the date you first receive one of the Services until 24 months after the last receipt of any of the Services. You will pay the Fees set out in any invoices for the Services that we send to you within 30 days of the issue of the invoice. We may amend our Fees by giving you one months’ notice in writing. If you do not want to pay a fee increase you may terminate this Agreement by giving us one month’s notice in writing. We will provide Services to you with reasonable care and skill. If we cannot perform the Services by the date we agree with you, we will arrange a new date and time for delivery. Except by use of the 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. If you request that we carry out extra work or provide additional services not set out in a Purchase Order, we will charge you at our usual rates when the extra work is requested, which will be agreed with you before the work is carried out. We may terminate this Agreement immediately on written notice to you, if we suspect you have breached the terms of this Agreement. 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 11, 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 11, 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 the fee charged by us to you for the associated service provided under this Agreement. 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 Purchase Orders constitute 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. Listing of Offer Unless a MICAP Fund Finder License has been purchased, we will provide you with sufficient access to MICAP to review the data about your products and services. You may request changes to your data in MICAP and, provided we agree with your changes, we will update it in accordance with your instructions. 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 will use all reasonable endeavours to ensure that all data on your Offer(s) in MICAP is accurate and not misleading. You will report inaccuracies to us. You acknowledge that Users will rely on the accuracy of the data and indemnify both them and us against loss and damage we and they suffer as a result of your verification or supply to us of inaccurate and/ or misleading data. You will ensure that you or your employees do not provide information that will cause your investment to be misrepresented, and in particular the factual data which is used for assessing the Impact Scores, filtering or selecting investments displayed on MICAP. We may reuse data entered into MICAP that is not identified by you as confidential. We try to have MICAP continuously available but there may be times when it is unavailable for planned and unplanned maintenance and service. If a change to data about your products and services is urgent and you need to update it immediately and cannot, due to MICAP being unavailable, you must telephone us. Verified Listings The cost of a Verified Listing is £750 + VAT per annum, payable in advance. If you have requested to upgrade your listing to a Verified Listing and have paid for this service, in addition to the clauses above under Listing of Offer, you will undertake to: confirm on at least a monthly basis that that all data on your Offer(s) is up to date and correct. This includes confirming whether your investment documents have changed (and providing any updated documents as appropriate), your latest funds raised for your Offer(s) and your total assets under management. use all reasonable endeavours to complete any outstanding questions on the relevant Impact Assessment Questionnaire(s) for your Offer(s) within one month. MICAP reserves the right to remove the Verified Listing status of your Offer(s) without recourse to a return of monies paid by you, if you fail to adhere to the previous clause. If the Verified Listing status of an Offer is removed it will be reinstated as soon as the Offer has been updated by you. MICAP Reviews The cost to commission MICAP Reviews is £3000 + VAT, payable in advance. MICAP Reviews (“Reviews”) are valid for 12 months following their publication. Reviews can only be accessed via the MICAP website. You are not permitted to copy, reproduce or distribute Reviews other than via the MICAP website. We will issue you with a unique URL for each of your Reviews; Users who click the links are invited to register or log in to MICAP. On accessing the site via the links Users are given full access to your Offers for 48 hours (during which they can download the Reviews) and the Offers are added to the Users’ list of “Monitored” Offers. When Offers are marked as “Monitored”, Users will receive email notifications on any material changes to the Offers or the Offers’ documents (including close dates or any discounts) We will provide you with a MICAP Reviewed image. We give our express permission that this image may be used on your website and/or any marketing material. The unique URL referred to in clause 33 can be embedded into this image. You acknowledge that Users will rely on the accuracy of the data you supply to us for the purposes of a Review. You indemnify both the Users and us against loss and damage we and they suffer as a result of your verification or supply to us of inaccurate and/ or misleading data. If, subsequent to the publication of any Reviews, we discover information or data that was not made available to us during the review process, we reserve the right to amend the relevant Reviews to reflect the new information or data. MICAP reserves the right to cancel any Reviews without recourse to a return of monies paid by you if at any time during the process of writing the Reviews we are prevented from progressing them towards publication over a period of three months due to a lack of communication from you (including a failure to respond to our emails, to provide answers to our questions or to provide comments on drafts of the Reviews) despite our reasonable endeavours. MICAP reserves the right to reasonably charge for any additional time spent on any Reviews should you materially change your Offers during the process of writing the Reviews, as determined by MICAP in its reasonable discretion. If you do not wish to pay this additional charge, MICAP reserves the right to cancel the relevant Reviews without recourse to a return of monies paid by you. MICAP Fund Finder Licence The cost of a MICAP Fund Finder Licence is £100 + VAT per month, payable in advance. 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 all 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 are for a maximum of three 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. Investment Facilitation The cost of Investment Facilitation is £100 + VAT per completed application form received, payable quarterly in arrears. MICAP will issue you with an invoice after every calendar quarter with the relevant fees owed for that period. You acknowledge that the fee per application form received is payable regardless of whether the applicant proceeds to investment or not. If there are any errors on the completed application form, you acknowledge that these shall be resolved between you and the User and/or the underlying investor directly, without any involvement from MICAP, except where there has been a technical error in the application process which has caused the errors. As part of the application form process we will provide you with completed AML and KYC provided by Onfido. You acknowledge that if you have any additional AML or KYC requirements these shall be resolved between you and the User and/or the underlying investor directly, without any involvement from MICAP. You acknowledge that you are responsible for keeping your application form and bank details up to date via the MICAP platform, and MICAP accepts absolutely no liability for any loss caused by an investor transferring funds to the wrong account where those bank details have been supplied by you. You acknowledge that for the purposes of the GDPR and any subsequent UK legislation, for the data received in the completed application form the Users will be the data controllers, we will be the data processors and you will be a third party. You acknowledge that you are being given access to the data for the sole purpose of facilitating the applicant’s investment with you as detailed in the completed application form.
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. Last amended February 2021

General

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 Provider, Sponsor or Promoter of Investment Products and your name is set out in associated Purchase Orders (“you“ ”your”).
You provide financial products and services (“Offers”) that you distribute via, or sell directly to, financial advisers, other third parties and/or investors (collectively referred to as “Users”).
Our website, “MICAP”, allows Users to access data about your products and services and those of other financial services product providers. Users undertake their research on MICAP and produce reports about the suitability and appropriateness of the products and services of the investments. You acknowledge that Users will have access to the data in MICAP. Users will rely on the data in materials we have obtained from you or you have made available to us and that we display on MICAP. Users will make decisions about your products and services and they will compare your Offers with those of other providers of similar Offers.
We offer the following services to you: Listing of Offer, Verified Listings, MICAP Reviews, MICAP Fund Finder Licence and Investment Facilitation (“the Services”).
The term of this Agreement is shall be from the date you first receive one of the Services until 24 months after the last receipt of any of the Services.
You will pay the Fees set out in any invoices for the Services that we send to you within 30 days of the issue of the invoice. We may amend our Fees by giving you one months’ notice in writing. If you do not want to pay a fee increase you may terminate this Agreement by giving us one month’s notice in writing.
We will provide Services to you with reasonable care and skill. If we cannot perform the Services by the date we agree with you, we will arrange a new date and time for delivery.
Except by use of the 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.
If you request that we carry out extra work or provide additional services not set out in a Purchase Order, we will charge you at our usual rates when the extra work is requested, which will be agreed with you before the work is carried out.
We may terminate this Agreement immediately on written notice to you, if we suspect you have breached the terms of this Agreement.
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 11, 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 11, 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 the fee charged by us to you for the associated service provided under this Agreement.
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 Purchase Orders constitute 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.

Listing of Offer

Unless a MICAP Fund Finder License has been purchased, we will provide you with sufficient access to MICAP to review the data about your products and services.
You may request changes to your data in MICAP and, provided we agree with your changes, we will update it in accordance with your instructions.
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 will use all reasonable endeavours to ensure that all data on your Offer(s) in MICAP is accurate and not misleading. You will report inaccuracies to us. You acknowledge that Users will rely on the accuracy of the data and indemnify both them and us against loss and damage we and they suffer as a result of your verification or supply to us of inaccurate and/ or misleading data.
You will ensure that you or your employees do not provide information that will cause your investment to be misrepresented, and in particular the factual data which is used for assessing the Impact Scores, filtering or selecting investments displayed on MICAP.
We may reuse data entered into MICAP that is not identified by you as confidential.
We try to have MICAP continuously available but there may be times when it is unavailable for planned and unplanned maintenance and service. If a change to data about your products and services is urgent and you need to update it immediately and cannot, due to MICAP being unavailable, you must telephone us.

Verified Listings

The cost of a Verified Listing is £750 + VAT per annum, payable in advance.
If you have requested to upgrade your listing to a Verified Listing and have paid for this service, in addition to the clauses above under Listing of Offer, you will undertake to:
1. confirm on at least a monthly basis that that all data on your Offer(s) is up to date and correct. This includes confirming whether your investment documents have changed (and providing any updated documents as appropriate), your latest funds raised for your Offer(s) and your total assets under management.
2. use all reasonable endeavours to complete any outstanding questions on the relevant Impact Assessment Questionnaire(s) for your Offer(s) within one month.
MICAP reserves the right to remove the Verified Listing status of your Offer(s) without recourse to a return of monies paid by you, if you fail to adhere to the previous clause. If the Verified Listing status of an Offer is removed it will be reinstated as soon as the Offer has been updated by you.

MICAP Reviews

The cost to commission MICAP Reviews is £3000 + VAT, payable in advance.
MICAP Reviews (“Reviews”) are valid for 12 months following their publication.
Reviews can only be accessed via the MICAP website. You are not permitted to copy, reproduce or distribute Reviews other than via the MICAP website.
We will issue you with a unique URL for each of your Reviews; Users who click the links are invited to register or log in to MICAP. On accessing the site via the links Users are given full access to your Offers for 48 hours (during which they can download the Reviews) and the Offers are added to the Users’ list of “Monitored” Offers.
When Offers are marked as “Monitored”, Users will receive email notifications on any material changes to the Offers or the Offers’ documents (including close dates or any discounts)
We will provide you with a MICAP Reviewed image. We give our express permission that this image may be used on your website and/or any marketing material. The unique URL referred to in clause 33 can be embedded into this image.
You acknowledge that Users will rely on the accuracy of the data you supply to us for the purposes of a Review. You indemnify both the Users and us against loss and damage we and they suffer as a result of your verification or supply to us of inaccurate and/ or misleading data.
If, subsequent to the publication of any Reviews, we discover information or data that was not made available to us during the review process, we reserve the right to amend the relevant Reviews to reflect the new information or data.
MICAP reserves the right to cancel any Reviews without recourse to a return of monies paid by you if at any time during the process of writing the Reviews we are prevented from progressing them towards publication over a period of three months due to a lack of communication from you (including a failure to respond to our emails, to provide answers to our questions or to provide comments on drafts of the Reviews) despite our reasonable endeavours.
MICAP reserves the right to reasonably charge for any additional time spent on any Reviews should you materially change your Offers during the process of writing the Reviews, as determined by MICAP in its reasonable discretion. If you do not wish to pay this additional charge, MICAP reserves the right to cancel the relevant Reviews without recourse to a return of monies paid by you.

MICAP Fund Finder Licence

The cost of a MICAP Fund Finder Licence is £100 + VAT per month, payable in advance.
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 all 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 are for a maximum of three 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.

Investment Facilitation

The cost of Investment Facilitation is £100 + VAT per completed application form received, payable quarterly in arrears. MICAP will issue you with an invoice after every calendar quarter with the relevant fees owed for that period.
You acknowledge that the fee per application form received is payable regardless of whether the applicant proceeds to investment or not.
If there are any errors on the completed application form, you acknowledge that these shall be resolved between you and the User and/or the underlying investor directly, without any involvement from MICAP, except where there has been a technical error in the application process which has caused the errors.
As part of the application form process we will provide you with completed AML and KYC provided by Onfido. You acknowledge that if you have any additional AML or KYC requirements these shall be resolved between you and the User and/or the underlying investor directly, without any involvement from MICAP.
You acknowledge that you are responsible for keeping your application form and bank details up to date via the MICAP platform, and MICAP accepts absolutely no liability for any loss caused by an investor transferring funds to the wrong account where those bank details have been supplied by you.
You acknowledge that for the purposes of the GDPR and any subsequent UK legislation, for the data received in the completed application form the Users will be the data controllers, we will be the data processors and you will be a third party. You acknowledge that you are being given access to the data for the sole purpose of facilitating the applicant’s investment with you as detailed in the completed application form.