Terms and Conditions

Please read these terms carefully. By clicking on the ‘register’ button you are agreeing to these terms and creating an agreement between you and Klarus for your use of the Klarus Platform. Where you are accepting these terms as part of registration as an advisor on the Platform that the terms relating to “User” and “Advisor” apply. Where you have agreed to become a client of Klarus then the terms relation to “User” and “Client” apply.

1. INTERPRETATION

1.1. The definitions and rules of interpretation in this Clause apply in these terms.

Advisor: a party that has applied to be a registered Advisor on the Platform and/or been accepted on to the Platform as an advisor by Klarus.

Advisor Data: the data inputted by the Advisor into the Platform, for the purpose of using the Platform and/or inputted by the Advisor in any messaging system operated on the Platform.

Agreement: means in the case of the Client, these terms and conditions together with the Platform Services Agreement and in the case of the Advisor these terms as accepted by the Advisor via the Platform.

Confidential Information: information that is proprietary or confidential and is either labelled as such or should ordinarily be considered as confidential.

Client: a party that has entered into a Platform Services Agreement with Klarus.

Client Data: the data inputted by the Client and the Client Users into the Platform, for the purpose of using the Platform Services or facilitating the Client’s use of the Platform Services and/or inputted by the Client in any messaging system operated on the Platform.

Client Users: the Client or those employees of the Client who are authorised by the Client to use the Platform and the Platform Services in accordance with the Agreement who are deemed to be authorized by the Client to carry out the Client’s obligations under these terms in the use of the Platform on behalf of the Client.

Data Protection Legislation: all laws and regulations relating to the processing, privacy, and use of personal data, as applicable to the parties, and/or to the processing of personal data on the Platform, including the:

(a) EU General Data Protection Regulation 2016/679 (“EU GDPR”); and

(b) EU GDPR incorporated into the laws of the United Kingdom pursuant to section 3 of the European Union (Withdrawal) Act 2018 (as amended, including by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019) and the Data Protection Act 2018; and

in each case, any applicable national implementing or supplementary legislation.

Engagement: an engagement for the provision of advisory services by an Advisor to a Client through a contract or other arrangement agreed between that Advisor and the relevant Client.

MNPI: material non-public information being information which is not generally disseminated to the public or available to investors generally, which would be considered important to making an investment decision (such as to buy, sell or hold securities) by a reasonable person.

Permitted Purpose: the offering of advisory services by the Advisor, the offering of advisory opportunities and engagements by the Client and the pursuit of an introduction between the Advisor and the Client for such opportunities and engagements.

Platform: the online platform known as ‘Klarus’ which enables or facilitates the connection between Advisors and Clients for the separate provision of services by the Advisor to the Client.

Platform Services: the services provided by Klarus to allow the Client to access and use the Platform as set out in the Platform Services Agreement.

Platform Services Agreement: the document containing the order details and other service specific terms in relation to the Platform Services provided to the Client by Klarus and executed between the parties.

Platform Services Fees: the charges as set out in the Platform Services Agreement.
Prohibited Act: means any act or omission that would constitute a breach of or offence under the

UK Bribery Act 2010 or any other applicable anti-bribery laws or regulations.

Usage Data: means anonymised and/or aggregated data connected to or generated as a result of the use of the Platform by the Users.

User(s): means the Client (including the Client Users) and/or the Advisor.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

1.2. Clause, schedule and paragraph headings shall not affect the interpretation of these terms.

1.3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

1.4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7. A reference to a statute, statutory provision or statutory instrument includes a reference to that statute, statutory provision or statutory instrument together with all rules, regulations and subordinate legislation made under it and all amendments, replacements, consolidations and or re-enactments of the same.

1.8. A reference to writing or written includes e-mails.

1.9. References to Clauses and Schedule are to the clauses and schedules of these terms; references to paragraphs are to paragraphs of the relevant schedule to these terms unless otherwise specified.

1.10. Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. RIGHT TO USE PLATFORM

2.1. Subject to the restrictions set out in this Clause 2 and the other provisions of these terms, Klarus hereby grants to the Users a non-exclusive, non-transferable limited right, without the right to grant sublicences, to permit the Users to access and use the Platform solely for the Permitted Purpose unless terminated in accordance with Clause 13.

2.2. In relation to the Client Users, the Client shall be responsible for the acts and omissions of the Client Users as if they were the acts or omissions of the Client.

2.3. Each User shall keep a secure password for use of the Platform, and each User shall keep his or her password confidential.

2.4. The Users shall act in accordance with good industry practice (through the use of up-to-date anti-virus software) to ensure that they do not transmit any Viruses or Vulnerability during the course of its use of the Platform.

2.5. The User shall not (and shall procure that its employees, agents and contractors shall not) access, store, distribute or transmit any material during the course of its use of the Platform that: is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on any protected characteristics pursuant to the Equality Act 2010; or is otherwise illegal or unlawful or causes damage or injury to any person or property, and Klarus reserves the right, without liability or prejudice to its other rights, to disable the User’s access to the Platform in the event that the User is responsible for any material that breaches the provisions of this Clause.

2.6. The User shall not (and shall procure that its employees, agents and contractors shall not):

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these terms:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means;

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;

(b) access all or any part of the Platform in order to build a product or service which competes with the Platform;

(c) use the Platform to provide services to third parties, unless expressly agreed between the parties in writing prior to such use;

(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party (except in the case of the Client, the Client Users),

(e) attempt to obtain, or assist third parties in obtaining, access to the Platform, other than as provided under this Clause 2;

(f) create a false identity using the Platform, misrepresent the Platform’s identity, create a profile for anyone other person (a real person and/or organization), or use or attempt to use another’s account;

(g) remove or alter any conditions of use, copyright notices and other identification disclaimers as they may appear on the Platform;

(h) attempt to probe, scan or test the vulnerability of the Platform, breach the security or authentication measures of the Platform without proper authorisation or wilfully render any of the Platform unusable for any user;

(i) allow the Platform to become the subject of any charge, lien or encumbrance.

2.7. The Users shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify Klarus.

2.8. The rights provided under this Clause 2 are granted to the User only, and shall not be considered granted to any other organisation or legal entity.

3. PROVISION OF PLATFORM

3.1. Klarus shall use commercially reasonable endeavours to make the Platform available 24 hours a day, seven days a week, except for planned maintenance carried out during any previously notified maintenance windows or for circumstances outside of the reasonable control of Klarus, including failures by hosting providers and/or Internet traffic delays.

3.2. Where Platform Services are agreed in the Platform Services Agreement, Klarus will:
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3.3. The aim of the Platform is to introduce Advisors and Clients and for the Advisor and the Client to enter into an Engagement. The Engagement is a separate agreement or other arrangement between the Advisor and the Client. Klarus is not a party to that agreement or arrangement and

the Users agree that Klarus shall have no responsibilities or liability in respect of any Engagement. Klarus is not authorised by the Users to enter into an Engagement on their behalf. The Advisor is responsible for the quality of services provided under the Engagement and the Client is responsible for paying any charges agreed with the Advisor under the Engagement. Any disputes arising respect of the Engagement will be resolved between the Client and the Advisor according the terms agreed between the Client and the Advisor under the contract for such Engagement.

4. DATA

4.1. The Client shall own all right, title and interest in and to all of the Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Data. The Advisor shall own all right, title and interest in and to all of the Advisor Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Advisor Data. The Client hereby grants to Klarus in respect of the Client Data and the Advisor hereby grants to Klarus in respect of the Advisor Data:

(a) a royalty-free, fully paid-up, non-exclusive, perpetual, sublicensable licence to use Client Data or Advisor Data (as applicable);

(b) to provide the Platform Services, if applicable; and

Klarus may sublicence the right to use the Client Data and the Advisor Data to other Users on the Platform to enable them to use and benefit from services provided in connection with the Platform.

1.1. Notwithstanding anything to the contrary herein:
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1.2. Klarus shall, in providing the Platform, comply with its security and back-up procedures in place from time to time. In the event of any loss or damage to Client Data and/or Advisor Data, the relevant User’s sole and exclusive remedy against Klarus shall be for Klarus to use commercially reasonable endeavours to restore the lost or damaged Client Data and/or Advisor Data from the latest back-up of such Client Data and/or Advisor Data maintained by Klarus in accordance with the archiving procedure described in such Back-Up Policy. Klarus shall not be responsible for any loss, destruction, alteration or disclosure of Client Data and/or Advisor Data caused by any third party.

1.3. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 4 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

1.4. The parties acknowledge that:

(a) In respect of contact details and personal data provided to Klarus by an Advisor, Klarus will be a controller and shall process such data in accordance with the Klarus Privacy Policy available on the Platform from time to time.

(b) other than in respect of personal data referred to in Clause 4.5(a), if Klarus processes any personal data on the Client’s behalf when performing its obligations under the Agreement, the Client is the controller and Klarus is the processor for the purposes of the Data Protection Legislation.

(c) if the Client receives data from other Users of the Platform that is personal data then the Client shall be separate controllers of this personal data and the Client hereby undertakes to Klarus to comply with the Data Protection Legislation in respect of such personal data.

(d) the processing details of personal data shall be as follows:
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(e) the Client’s personal data will not be transferred, stored and/or processed outside of the United Kingdom and the European Economic Area. In all cases, Klarus will abide by its security and back-up procedures in place from time to time as well as the applicable Data Protection Legislation in respect of any transfer of personal data.

1.5. Without prejudice to the generality of Clause 4.5, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Klarus or other users on the Platform as applicable so that Klarus may lawfully use, process and transfer the personal data in accordance with these terms on the Client’s behalf.

1.6. Without prejudice to the generality of Clause 4.5, the following terms shall apply to the extent that Klarus processes Client personal data as a processor in connection with the performance by Klarus of its obligations under the Agreement:
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Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(d) at the written direction of the Client, Klarus shall delete or return personal data and copies thereof to the Client on termination of the Platform Services Agreement unless required by applicable law to store the personal data (and for these purposes the term “delete” shall mean to put such data beyond use);

(e) Klarus is authorised to appoint third-party processors to process the Client’s personal data in connection with the performance of the Agreement. Klarus shall inform the Client of any changes or additions to its third-party processors and, unless the Client advises Klarus in writing of any reasonable objection within 10 days of being informed of the change or addition, the change or addition will be deemed approved by the Client. Klarus confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this Clause 4.8, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the Data Protection Legislation. As between the Client and Klarus, Klarus shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this Clause 4.7(e); and

(f) Klarus shall maintain records and information to demonstrate its compliance with this Clause 4 and immediately inform the Client if, in the opinion of Klarus, an instruction infringes the Data Protection Legislation.

1.7. Each party shall ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.

1.8. Klarus may amend its security and back-up policies from time to time at its sole discretion, (provided that any such amendments shall not affect Klarus’ obligations under Clause 4.7).

2. KLARUS’S OBLIGATIONS AND WARRANTIES

2.1. Klarus shall ensure that the Platform Services will materially conform with the description set out
in the Platform Services Agreement and these terms.

2.2. The obligation under Clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Platform Services contrary to Klarus’ instructions, or modification or alteration of the Platform Services by any party other than Klarus or Klarus’ duly authorised contractors or agents. If the Platform Services do not conform with the foregoing undertaking, Klarus will, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means (as determined by Klarus) of accomplishing the desired performance. Such correction or substitution constitutes the Client’s sole and exclusive remedy for any breach of the undertaking set out in Clause 5.1.

2.3. Klarus:

(a) does not warrant that:

(i) the use of the Platform will be uninterrupted or error-free;

(ii) that the Platform, any particular Advisor and/or the information obtained by the Client through the Platform will meet any specific Client’s requirements; or

(iii) the Platform will be free from Vulnerabilities;
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Users acknowledge that the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities;

(c) reserves the right to not include on the Platform or to not make visible to the Users on the Platform any Client Data and/or Advisor Data.

(d) is not responsible for ensuring that the User’s own systems and networks are compatible with the Platform or suitably configured to enable the Users to access the Platform.

(e) is not responsible for ensuring that the User has suitably skilled personnel in place or that the Users possess the general digital or other skills required to access and use the Platform.

2.4. The Agreement shall not prevent Klarus from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these terms.

2.5. Klarus warrants that it has full capacity to enter into these terms and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these terms.

3. USER OBLIGATIONS AND WARRANTIES

3.1. The Users shall:

(a) provide Klarus with:
(i) all necessary co-operation in relation to the Platform; and

(ii) all necessary access to such information as may be required by Klarus;

in order to provide the Platform, including Client Data, Advisor Data;

(b) comply with all applicable laws and regulations with respect to its activities under or in connection with these terms;

(d) obtain and shall maintain all necessary licences, consents, and permissions necessary for Klarus, its contractors and agents to perform their obligations under these terms, it shall ensure that it has all licences, consents, and permissions necessary to include any

third-party data within the Client Data or Advisor Data as applicable and to allow Klarus to use such third-party data to provide the Platform;

(e) be, to the extent permitted by law and except as otherwise expressly provided in these terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Klarus’ hosted platform and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the User’s network connections or telecommunications links or caused by the internet;

(f) ensure that the User’s contact information provided to Klarus or within the Platform (including email address, mobile phone number) is kept up to date. The Users agree to receive notifications and messages through the Platform and may review its notifications settings in the Platform. The Users shall be deemed to have received from Klarus any messages and notifications sent to it via the Platform or the contact information it provides to Klarus;

(g) ensure that the Client Data and Advisor Data (as applicable to that User) is accurate and not misleading and use reasonable endeavours to ensure such data remains up to date and in particular the Advisor shall ensure that information about skills, experience, education, and qualifications are accurate and not misleading; and

(h) ensure that the Client Data and Advisor Data (as applicable to that User) does not contain MNPI and if any User becomes aware of the disclosure of MNPI via the Platform that User shall report the disclosure to the relevant regulatory authority.

3.2. The User warrants that:
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3.3. The Client warrants that it shall ensure that the Client Users use the Platform in accordance with these terms and any end user terms set out on the Platform and shall be responsible for any Client User’s breach of these terms or such other terms.

4. CHARGES AND PAYMENT

4.1. Where Platform Services are purchased by the Client, the Client shall pay the Platform Services Fees to Klarus as set out in the Platform Services Agreement and in accordance with this Clause 7.

4.2. Where applicable, the Client shall promptly provide to Klarus valid and approved purchase order information as necessary to enable Klarus to submit invoices in accordance with these terms and any other relevant valid, up-to-date and complete contact and billing details.

4.3. In relation to any amounts owed to Klarus by the Client, Klarus has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Klarus:

(a) Klarus may, without liability to the Client, disable the Client’s password, account and access to all or part of the Platform Services and Klarus shall be under no obligation to provide any or all of the Platform Services while the invoice(s) concerned remain unpaid; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

4.4. All amounts and fees stated or referred to in this agreement:
(a) shall be payable in Pound Sterling;

(b) are exclusive of applicable tax, which shall be added to Klarus’ invoice(s) at the appropriate rate.

4.5. If the Client disputes any amount that Klarus believes is due, the Client shall notify Klarus in writing within 10 days of Klarus requesting such amount and the parties shall act reasonably and in good faith to resolve such a dispute.

5. PROPRIETARY RIGHTS

5.1. The Users acknowledge and agree that Klarus and/or its licensors own all intellectual property rights in the Platform, the Platform Services and Usage Data. Except as expressly stated herein, these terms do not grant a User any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Platform.

5.2. Klarus confirms that it has all the rights in relation to the Platform that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Agreement.

6. CONFIDENTIALITY

6.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party’s Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence.

6.2. Subject to Clause 9.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of the Agreement.

6.3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.

6.4. A party may disclose Confidential Information:

(a) to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause, it takes into account the reasonable requests of the other party in relation to the content of such disclosure; or

(b) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives or actual or potential investors, acquirers or lenders who have a need to know such Confidential Information and that are legally bound to keep such information confidential by confidentiality obligations consistent with this Clause 9.

6.5. No party shall make, or permit any person to make, any public announcement concerning the Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, any relevant securities exchange), any court or other authority of competent jurisdiction.

6.6. The Users undertake that any Client Data or Advisor Data (as applicable to that User) will not violate any pre-existing confidentiality obligations between that User and a third party.

6.7. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Clause 9.

7. EMPLOYMENT MATTERS

7.1. The parties acknowledge that it is their intention that the provisions of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (the “Conduct Regulations”) and/or the Agency Workers Regulations 2010 (“the AWR 2010”) do not apply to this Agreement.

7.2. Klarus does not consider that it is an Employment Business within the meaning of the Conduct Regulations nor a managed service company within the meaning of section 61B of the Income Tax (Earnings and Pensions) Act 2003 and nor does it (or have the right to) supervise, direct or control the Adviser as to the manner in which they provide the services under the Engagement.

7.3. It is not envisaged that the Client is or will become a managed service company within the meaning of section 61B of the Income Tax (Earnings and Pensions) Act 2003.

7.4. Nothing in this Agreement shall render Klarus, nor any Adviser an employee, worker, agent or partner of the Client.

8. INDEMNITIES

8.1. The Client shall defend and indemnify Klarus against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with the Client Data or the Client’s use of the Platform or as a result of any third party claim made or suit brought against Klarus to the extent arising in connection with the Client Data or the Client’s use of the Platform, including any Engagement entered into by the Client as a result of its use of the Platform.

8.2. The Client shall be fully responsible for and shall indemnify Klarus for and in respect of the following:

(a) any liability, cost, claim, award or any other expense incurred by Klarus arising out of a breach or alleged breach by Klarus or the Client, its subcontractors or any other intermediaries, of the Conduct Regulations or AWR 2010.

(b) any income tax, National Insurance or social security contributions and any other liability, deduction, contribution, assessment or claim, reasonable costs, expenses and any penalty, fine or interest incurred or payable arising from or made in connection with either the performance of this Agreement, the Adviser’s services or the Engagement with the Adviser;

(c) any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by an Adviser or any substitute arising out of or in connection with any Engagement.

8.3. The Advisor shall defend and indemnify Klarus against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with the Advisor Data or the Advisor’s use of the Platform or as a result of any third party claim made or suit brought against Klarus to the extent arising in connection with the Advisor Data or the Advisor’s use of the Platform, including any Engagement entered into by the Advisor as a result of its use of the Platform.

8.4. Where a party is to indemnify the other hereunder in relation to a claim:
(a) the indemnified party shall give prompt notice of any such claim to the indemnifying party;

(b) the indemnified party shall provide reasonable co-operation to the indemnifying party in the defence and settlement of such claim, at the indemnifying party’s expense; and

8.5. In no event shall Klarus, its employees, agents and sub-contractors be liable to the Client or to the Advisor to the extent that any alleged infringement is based on:
(a) a modification of the Platform by anyone other than Klarus; or

(b) the Client’s or the Advisor’s use of the Platform in a manner contrary to the instructions given to the Client by Klarus; or

(c) the Client’s or the Advisor’s use of the Platform after notice of the alleged or actual infringement from Klarus or any appropriate authority.

8.6. The foregoing states the User’s sole and exclusive rights and remedies, and Klarus’ (including Klarus’ employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any intellectual property rights.

9. LIMITATION OF LIABILITY

9.1. The following exclusions apply:

(a) the Users assume full responsibility for results obtained from the use of the Platform by that User, and for conclusions drawn from such use. Klarus shall have no liability for any

damage caused by User fraud or User misrepresentation, or any errors or omissions in any information, instructions or information provided to Klarus by a User in connection with the Platform, or any actions taken by Klarus at the User’s direction;

(b) each User is responsible for any contracts entered by that User in respect of an Engagement and each User shall ensure that it has carried out all necessary due diligence in respect of the subject matter of such contracts or other contracting parties prior to entering into the applicable contract. Use of the Platform by any party does not imply that Klarus is recommending or has approved such party or the object of any such contracts.

9.2. Nothing in the Agreement shall exclude or restrict the liability of Klarus:

(a) for death or personal injury caused by Klarus’ negligence;

(b) for fraud or fraudulent misrepresentation by Klarus; or

9.3. Subject to Clause 12.2:

(a) Klarus shall not be liable whether in tort (including for negligence or breach of statutory duty), indemnity, contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss (in each case whether direct or indirect), or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under or in connection with any Agreement or any losses arising from an Engagement (whether direct or indirect); and

(b) Klarus’ total aggregate liability in contract, indemnity (including in respect of the indemnity at Clause 11.1), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising under or in connection with these terms and the provision of the Platform and/or the Platform Services in any twelve month period shall be limited to the greater of (i) the total Platform Services Fees paid under the relevant Platform Services Agreement during that period; and (ii) £1,000 (one thousand pounds).

10. TERM AND TERMINATION

10.1. The Agreement shall commence on the date that they are accepted by the relevant User and shall in the case of the Client continue for the period set out in the applicable Platform Services Agreement and in the case of the Advisor shall continue unless terminated in accordance with this Clause 13.

10.2. Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or

(b) the other party commits a material breach of any other term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.

10.3. On termination of the Agreement for any reason:

(a) all licences granted to the relevant User under these terms shall immediately terminate and the relevant User shall immediately cease all use of the Platform Services;

(b) Klarus may destroy or otherwise dispose of any of the Client Data and/or Advisor Data in its possession in accordance with Clause 4.7(d);

(c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced; and

(d) all rights and obligations will immediately terminate except that accrued payment obligations and any other terms or conditions that by their nature should survive such termination or expiry will survive, including Clauses 1, 4.2, 7, 8, 9, 10, 11, 12, 13.3, 15 and 18 to 27.

11. PREVENTION OF BRIBERY
11.1. Each party represents and warrants that neither it, nor, if applicable, any of its directors, officers or employees:

(a) has committed a Prohibited Act or will commit a Prohibited Act during the term of the Agreement;

(b) to the best of its knowledge has been or is subject to an investigation, inquiry or enforcement proceedings by a governmental, administrative or regulatory body regarding any Prohibited Act or alleged Prohibited Act; or

(c) has been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act.

12. FORCE MAJEURE
Klarus shall have no liability under the Agreement or in connection with the provision of the Platform or the Platform Services if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, strikes, lock-outs or other industrial disputes (whether involving the workforce of Klarus or any other party), failure of a utility service or transport or telecommunications network, act of God, 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 sub-contractors,.

13. CONFLICT
If there is an inconsistency between any of the provisions of these terms and the Platform Services Agreement, the provisions in the Platform Services Agreement shall prevail.

14. VARIATION
Klarus may amend these terms from time to time on written notice to the Users. Any variation of these terms will not amend the terms agreed in respect of any Platform Services Agreement in force at that date. Except as set out in this Clause 17, no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

15. WAIVER
No failure or delay by a party to exercise any right or remedy provided under these terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16. RIGHTS AND REMEDIES
Except as expressly provided in these terms, the rights and remedies provided under the
Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

17. SEVERANCE

17.1. If any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these terms.

17.2. If any provision or part-provision of these terms is deemed deleted under Clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

18. ENTIRE AGREEMENT

18.1. These terms and, where applicable, the Platform Services Agreement constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Except for the express provisions in these terms and, where applicable, the Platform Services Agreement (and any express provisions contained in any documentation which is expressly incorporated), all other warranties, conditions, terms, representations, statements, undertakings and obligations whether express or implied by statute, common law, custom, usage or otherwise are hereby excluded to the maximum extent permitted by law.

18.2. Each party agrees that, in entering into the Agreement it does not rely on (and shall have no remedy in respect of) any statement, representation (including any misrepresentation), warranty or undertaking (whether negligently or innocently made) of any person (whether party to this Agreement or not) (in each case whether contractual or non-contractual) which is not expressly set out in these terms.

18.3. Nothing in this Clause shall limit or exclude any liability for fraud.

19. ASSIGNMENT

19.1. The Users shall not, without the prior written consent of Klarus, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the

Agreement.

19.2. Klarus may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.

20. NO PARTNERSHIP OR AGENCY
Nothing in these terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

21. THIRD PARTY RIGHTS
These terms do not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

22. NOTICES

22.1. Any notice required to be given under these terms shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in the Platform Services Agreement where applicable, or such other address as may have been notified by that party via the Platform or via email to the address set out in the Platform Services Agreement where applicable or notified by a party via the Platform.

22.2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed printout or delivery notification obtained by the sender).

23. PUBLICITY

23.1. The Client agrees that Klarus may refer to Client’s name and trademarks in Klarus’ marketing materials and website. The Client agrees that Klarus may prepare and publish a case study about Client and Client’s use of the Platform.

24. GOVERNING LAW AND JURISDICTION

24.1. These terms 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 each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).