Marketplace Terms & Conditions

1.     About us

In these terms of use, (“Terms of Use”, "Terms” or “Agreement”), Tradeteq, We, Our, Ourselves or Us means Tradeteq Limited (a company incorporated in England and Wales under number 10234056 whose registered office is at 10 Devonshire Square, London EC2M 4YP) (including any of Our subsidiaries) and You or Your means you, the user (“User”) (and includes such organisation that you act on behalf of) (“Member”). When engaging in financial transactions that require regulatory cover, Tradeteq uses the advising and arranging services of its subsidiary Tradeteq (Advisors) Limited, an Appointed Representative (as defined in the FCA Handbook) of Starmark Investment Management Limited, which is authorised and regulated by the Financial Conduct Authority (FCA).

Please read these Terms of Use carefully before uploading, accessing, downloading any details, documents or files, analytics, research or other information (“Information”) contained in, displayed on or generated by the operation of the Tradeteq marketplace, which shall include any Paid Services as defined in clause 7.1 below (“Marketplace”). By submitting your Marketplace Application (as defined further below) to become a Member of the Marketplace, you agree to be bound by these Terms of Use. If you do not agree to these Terms of Use you must not submit your Marketplace Application. Once you submit your Marketplace Application, we will review and inform you within seven (7) business days whether your Marketplace Application has been successful, at which point your contract with us shall be deemed to commence (“Effective Date”). 

By submitting a Marketplace Application and accessing the Marketplace on behalf of any Member, You represent and warrant (“promise”) that You have all necessary capacity and authority to enter into these Terms of Use on behalf of such Member as a legally binding contract between such Member and Us in all applicable jurisdictions and that it is deemed that the Member enters into such contract.

We may reasonably update these Terms of Use from time to time and we shall notify you when you next sign into the Marketplace.

2.     Licences to use the Information

2.1.    We grant You a non-exclusive, non-perpetual, revocable and non-transferable licence without a right to sublicense to use the Marketplace and the Information for your own use and subject to the restrictions set out in these Terms of Use and provided that You shall not:

2.1.1.    create permanent copies of the Information except to the extent permitted by these Terms of Use;

2.1.2.    remove, alter, or cover up any trade mark, service mark, copyright and other proprietary notices contained in the Information;

2.1.3.    without Our prior written consent, make derivative works of, or commercially distribute or otherwise exploit the Information, or use the Marketplace in a way that inaccurately suggests an association between You and Us or Our licensors; or

2.1.4.    otherwise use or exploit the Information in any way for any purpose except as specifically permitted by these Terms of Use.

2.2.    This means that:

2.2.1.    We can grant licences to anyone else (and retain rights to do things with the Information Ourselves);

2.2.2.    We can decide to take the licences back from You anytime; and

2.2.3.    You are not permitted to transfer Your rights to anyone else or to allow anyone else to use the Information without our prior written consent.

2.3     You accept that the Information may contain third party intellectual property rights and You shall ensure that Your use of such Information does not infringe those rights.

2.4.    Except for Your right to use the Information as specifically granted in these Terms of Use, all intellectual property rights in and to the Information are Ours and remain Ours (or Our licensors’).

2.5.    You accept and understand that the Information contains confidential and proprietary information and You shall not conceal, modify, remove, destroy or alter in any way any of Our proprietary markings on or in the Information.

3.     Usage Criteria

3.1.    In order to use the Marketplace, the you must at all times during the term of this Agreement meet the criteria (the “Usage Criteria”) set out below.

3.2.    You must be: 

3.2.1.    a professional client or an eligible counterparty in accordance with Directive 2014/65/EU (“MiFID II”); or 

3.2.2.    in case of an originator/seller of trade finance assets show that it is: 

3.2.2.1.    of sufficiently good repute; 

3.2.2.2.    has a sufficient level of ability, competence, and experience; 

3.2.2.3.    has adequate organisational arrangements; and 

3.2.2.4.    has sufficient resources for the roles Member is to perform. 

4.     The role of Tradeteq

4.1.    Tradeteq offers the Member for use by such Member’s Users access to the Marketplace and to certain technology and related services (“Services”). 

4.2.    You acknowledge and agree that, notwithstanding anything to the contrary herein:

4.2.1.    Tradeteq is not authorised and regulated by the Financial Conduct Authority under the Financial Services and Markets Act 2000 (the "Act") and none of the regulatory protections under the Act apply in relation to Tradeteq and its operation of the Marketplace;

4.2.2.    Tradeteq does not provide insurance or reinsurance intermediation services and is not licensed as an insurance or reinsurance company, agent, broker, intermediary, or licensed in a similar capacity.  None of the actions or functions performed by Tradeteq in any way involve, or should be construed to involve, the distribution, intermediation, sale, solicitation or negotiation of insurance or reinsurance by Tradeteq.  None of the actions or functions performed by Tradeteq involve, or should be construed to involve, acts, actions or functions of an insurance or reinsurance company, agent, broker, intermediary, or similarly li-censed party.  None of the monies or compensation received by Tradeteq with respect to this site is, involves, should be construed to be, or should be construed to involve an insurance commission, a rebate, or a reduction in insurance premium;

4.2.3.    neither the relationship between the Parties, nor the technology or services provided by Tradeteq, nor any other aspect of this Agreement shall give rise to any fiduciary or equitable duties on the part of Tradeteq;

4.2.4.    Tradeteq may receive fees from both the Member and another Member in respect of services offered through the Marketplace and Tradeteq shall have no duty to account to either, the Member or that other Member, for such fees;

4.2.5.    the submission of any Information on the Marketplace by Tradeteq or on behalf of any Member shall not be deemed a recommendation by Tradeteq or such Member that the Member enter into any trade or transaction or that any particular trade or transaction is suitable or appropriate for the Member;

4.2.6.    Tradeteq is not responsible for other Members’ actions and cannot take any responsibility whatsoever in case a Member breaches their obligations set out in these Terms Of Use in respect to any of your trademarks or marketing material that you upload on your profile;

4.2.7.    this Agreement does not govern the buying and selling of assets or the subscription to notes by Members which shall be governed by other agreements;

4.2.8.    Tradeteq is not a party to any negotiations or completed transactions concluded between Members other than as set out in any specific separate agreement;

4.2.9.    unless specifically set forth otherwise, Information available on the Marketplace is for informational purposes only and should not be regarded as an offer, solicitation, invitation, advice or recommendation to buy or sell investments, regulated products, securities, financial services, banking products, or assets of any other nature;

4.2.10.  Tradeteq shall have no obligation to verify, correct, complete, or update any Information displayed on the Marketplace from time to time except where Tradeteq is the author of such information.

5.    System requirements, maintenance, and access

5.1.    The Member will, at its own cost and expense, provide all equipment, operating Marketplaces, and software (other than the software provided by Tradeteq) to enable its Users to access and use the Marketplace. Any minimum standards and requirements for such equipment, operating Marketplaces, and software will be communicated to the Member prior to the Member being activated on the Marketplace. The Member will also provide, at its own cost and expense, all connections from its computer systems to the Marketplace and Tradeteq will have no liability for any such equipment or connections, nor any liability for any damage thereto.

5.2.    Subject to the terms of this Agreement Tradeteq shall use reasonable efforts to make available, operate and maintain the Marketplace during the term of this Agreement and to permit the Member via its Users to access and use the Marketplace in accordance with this Agreement.

5.3.    To the extent it is technically feasible and commercially reasonable, Tradeteq undertakes to offer an unrestricted availability of and access by the Member to the Marketplace. Tradeteq does, however, not guarantee such unrestricted availability and access at all times. In particular, maintenance works, security, and capacity reasons, technical circumstances, as well as events outside of Tradeteq’s control may lead to temporary unavailability of the Marketplace.

5.4.    Tradeteq may also schedule downtime for maintenance of the Marketplace and shall use reasonable endeavours to inform the Member in advance, except where such notice is not practical due to emergency or urgent situations. Tradeteq shall use reasonable commercial efforts to ensure that the occurrence and duration of any such periods of downtime shall be minimised, however Tradeteq is not liable for the consequences of any Marketplace downtime.

6.     Sign up to Marketplace

6.1.    You must sign up by filling out the details requested on our website (“Marketplace Application”) in order to use the Marketplace and access the Services. The Marketplace Application includes the provision of certain data by the User on behalf of the Member (“Member Data”) which must be provided accurately, completely, and truthfully. The Member must maintain accurate, truthful, and updated Member Data in relation to the Member as well as any of its Users, at all times.

6.2.    As part of the sign up process Tradeteq will authenticate the Member’s identity. Tradeteq may do this internally or by using an identity and verification service provider and may require the Member to provide copies of identification documents and anything else that Tradeteq may reasonably need for "know your client" purposes ("KYC Documentation"). If the Member does not provide all KYC Documentation that Tradeteq reasonably requires Tradeteq will not be able to accept the Marketplace Application.

6.3.    Tradeteq shall notify You on the status of your Marketplace Application within seven (7) business days.

7.     Fees

7.1.    In consideration of Tradeteq providing (or causing to be provided) certain paid Services (“Paid Services”) via the Marketplace, Member shall pay to Tradeteq the Paid Services fees (“Fees”), as set out separately in the scope of services (each an “Order Form”), which shall become effective when fully signed (“Paid Services Start Date”).

7.2.    Access to the Paid Services is normally provided to Members within fifteen (15) calendar days of a fully signed Order Form, and their continued access shall be subject to Member’s payment of the Fees in line with clause 7.3.

7.3.    The Fees shall be paid by the Member within 30 calendar days of the invoice date set out in any invoice issued to the Member by Tradeteq, following the execution of an Order Form, or as separately agreed in the Order Form.

7.4.    The Paid Services shall renew automatically on an annual basis unless cancelled by You by giving us 30 days prior notice to the anniversary of the Paid Services Start Date. 

7.5.    Tradeteq may increase its Fees by up to an amount equal to six percent (6%) and you shall be notified of any increase with 60 days prior notice to the new fees taking effect. 

7.6.    Any Fees shall be net of all taxes and duties and, in all cases; the Member shall pay the amount thereof to Tradeteq in full without any deduction. 

7.7.    Where a Member fails to pay any amount due under any Order Form, Tradeteq may, at its sole discretion, suspend or terminate access to the Paid Services with immediate effect, without prejudice to any other action which Tradeteq may take.

8.     Member obligations

8.1.    You must:

8.1.1.    ensure that Your use of the Marketplace complies with:

8.1.1.1.    these Terms of Use; and

8.1.1.2.    all relevant legislation, regulations, codes of practice, guidance and other requirements of any relevant jurisdiction, government or regulatory agency or other regulatory body.

8.2.    The Member shall, and shall procure that each of its Users shall, comply with these Terms at all times when accessing or utilising the Marketplace or any and all data in any form made available by or derived from the Marketplace and, where applicable, have the appropriate authorisation to enter into a legally binding transaction.

8.3.    The Member shall access and use the Marketplace through its Users and solely for its own purposes, conditional upon the Member's compliance with this Agreement. The Member shall ensure that each of its Users is suitably trained and qualified to access and use the Marketplace and has the appropriate authorisations to act on behalf of the Member. 

8.4.    The Member shall promp9tly notify Tradeteq if it becomes aware of any material technical failures of or difficulties with the Marketplace or upon becoming aware of any material breach (or any event which, with the giving of notice or the lapse of time or both, would constitute a material breach) by it of this Agreement.

8.5.    In the event that Tradeteq reasonably considers that the Member’s access to the Marketplace is causing, or is likely to cause, technical problems for the Marketplace or cause interference with the access to the Marketplace by other Members, then Tradeteq may suspend the Member’s access to the Marketplace without prior notice.

8.6.    Each Member must appoint at least one User as ‘Administrative User’ and provide the name and contact details of such Administrative User to Tradeteq. 

8.7.    If the Member wishes Tradeteq to add or remove an Administrative User or a User, such request must be provided by a duly authorised representative of the Member in writing to Tradeteq. 

8.8.    If the Member is allocated more than one Administrative User, the Member shall be entirely responsible for allocating access to the Marketplace and responsibility within the Marketplace between the Administrative Users.

8.9.    The Administrative User shall be responsible and provide a sole point of contact for administering and managing any and all User access to the Marketplace and for specifying the level of access and authorisation (“Rights”) for the related Users.

8.10.    On and from the date of this Agreement, the Member, through its Administrative User, may access Administrative User area of the Marketplace and appoint or remove Users and applicable Rights and amend the same from time to time.

8.11.    Each User will be allocated a unique User ID (a “User ID”) that corresponds to the applicable Rights selected by the Administrative User from time to time.

8.12.    Access to the Marketplace is password protected. Each User will be required to create a password for their User ID when they first access the Marketplace (“Password”). 

8.13.    Access to and use of the Marketplace is restricted to Members, whose access to and use of the Marketplace is governed by the terms of this Agreement. The Member, through its Administrative User, must ensure that only authorised Users have access to the Marketplace. 

8.14.    The Member will be responsible for the actions of any person, authorised or unauthorised, who gains access to the Marketplace using a User ID and Password of any of the Member’s Users.

8.15.    If a User ceases to be authorised by the Member to have access to the Marketplace for any reason, including by leaving the Member’s employment, the Member’s Administrative User must immediately cancel that User’s User ID.

8.16.    The Member is responsible for ensuring that its Users preserve the confidentiality of their User IDs and Passwords at all times. The Member shall procure that each User keeps their Password safe and secure at all times and does not enable, directly or indirectly, their User ID and Password to be used by anyone else under any circumstances. 

8.17.    If the Member knows or has reasonable grounds to suspect that any person who is not an authorised User has obtained a Password or has unauthorised access to the Marketplace, the Member must promptly notify Tradeteq.

8.18.    The Member must ensure that: (i) Tradeteq is provided with an accurate list of all Users at all times; (ii) the e-mail addresses used for access to the Marketplace allow the Users to be identified and are professional e-mail accounts; and (iii) the User ID allocated to each User can only be used by that User.

9.     Your Representations

9.1.    You represent and warrants that:

9.1.1.    The information, data and any trademark that are entered or provided on the Member’s behalf through the Marketplace (“Member Data”) is and will at all times be complete, accurate and legal. The Member understands that a failure to provide complete and accurate Member Data is a breach of this Agreement;

9.1.2.    You have the power and authority to execute, deliver and perform this Agreement on behalf of the Member;

9.1.3.    You have all necessary rights and licences to submit the Information to Tradeteq as contemplated herein, and its use of any software or equipment (other than those provided by Tradeteq) to access the Marketplace shall not violate any third party's Intellectual Property Rights; and

9.1.4.    You will not copy or modify any other Members’ trademark or marketing material that you may see on the Marketplace and you understand that a breach of this representation shall mean a material breach of this Agreement.

10.     What the Marketplace must not be used for

10.1.    You must not use the Marketplace to send spam or to interfere with or degrade Our services in any way.

10.2.    You must also not use the Marketplace for any unlawful purpose or activity whatsoever, including fraud or terrorism, or to promote any unlawful act, or in any way which:

10.2.1.    causes or is intended to cause annoyance or inconvenience;

10.2.2.    is abusive, harmful, threatening or defamatory or may otherwise cause offence (including uploading any material that contains a virus or other malicious code);

10.2.3.    does or could potentially breach a legal duty to anyone else (including a duty of confidentiality) or infringe a person’s right to privacy;

10.2.4.    promotes discrimination or is likely to incite hatred; or

10.2.5.    may infringe the intellectual property rights (eg, copyright, trade marks, service marks, patents, database rights, know-how, design rights, domain names, know-how and rights in software (registered or not)) of anyone else (including Ours).

10.3.    You must also not:

10.3.1.    distribute, license, sell, rent, lease or otherwise deal in or encumber (like a guarantee, mortgage or security interest, for example) the Information;

10.3.2.    modify, add to, or otherwise enhance the Marketplace; or

10.3.3.    except as strictly necessary for You to access the Marketplace, copy or decompile the Marketplace or Information and shall not observe, study or test the functioning of the Marketplace (or any part of it), but only so far as the same cannot be restricted by law.

11.     Data Protection

11.1.    You shall at all times:

11.1.1.    comply with all data protection laws in connection with the exercise and performance of Your rights and obligations under these Terms of Use and ensure that Your collection, processing, use and disclosure of any personal data as part of the use by any person(s) and/or system(s) of the Information complies with applicable data protection laws; and

11.1.2.    ensure that You (and all those acting on Your behalf) have a lawful basis for processing personal data using the Information and that any such processing is performed in accordance with all applicable laws

for the purposes of this clause ‘data subject’, ‘personal data’ and ‘processing’ (and related expressions) shall have the meanings given in the UK General Data Protection Regulation, and the General Data Protection Regulation (EU) 2016/679.

11.2.    Nothing in these Terms of Use is intended to limit or exclude either Our or Your responsibilities or liabilities under applicable data protection laws.

11.3.    For the purposes of the retained UK General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, Tradeteq is the data processor and the Member is the data controller. The Member will ensure that it has all necessary appropriate consents and notices in place to enable the lawful transfer of the data Tradeteq and the Marketplace.

11.4.    The information provided pursuant to this Agreement will be used by Tradeteq and/or any of its group undertakings, as construed in accordance with Section 1161 of the Companies Act 2006 (together with Tradeteq, the “Group”) for the purposes of providing the Member with products, services and data pursuant to this Agreement and enabling the Group to perform its business activities.

11.5.    The Member explicitly consents to the Member Data being exported to a location outside the European Economic Area including to third parties outside the Group. 

12.     Intellectual Property

12.1.    All 

12.1.1.    trademarks, service marks, brand names, certification marks, trade dress, trade names and other indications of origin, and the goodwill associated with the foregoing;

12.1.2.    inventions, discoveries and ideas, whether patentable or not;

12.1.3.    patents and all reissues, divisions, continuations-in-part, renewals and extensions thereof;

12.1.4.    trade secrets;

12.1.5.    writings and other works, whether or not protectable by copyright or other law;

12.1.6.    copyrights, database rights, 
or mask works;

12.1.7.    know-how, technical information, processes, practices and systems, whether protectable by patent, copyright, trade secret or other law; and

12.1.8.    any other intellectual property or similar proprietary rights or interests which may exist in any jurisdiction,

in each case, including all registrations thereof, applications therefor and renewals, modifications, translations and extensions thereof, in any jurisdiction, and any claims or causes of action arising out of or related to any infringement or misappropriation of any of the foregoing (“Intellectual Property Rights") in and related to (i) the Marketplace and (ii) any Information (excluding Member Data and Trade Data), shall be or remain, as between the Parties, the exclusive property of Tradeteq, and the Member shall not obtain any Intellectual Property Rights in or to the Marketplace or the Information except as expressly set out in this Agreement.

12.2.    Without limiting the scope of the foregoing, the Member acknowledges and agrees that Tradeteq shall be permitted, and the Member grants Tradeteq a non-exclusive, perpetual, royalty-free licence (without warranties of any kind, express or implied), directly and through agents or contractors, to use, distribute, sublicense, disclose and sell for Tradeteq’s own benefit all trade finance instrument related data, price data, volume, and all order data, and other information regarding the Member's transactions and other information uploaded or otherwise provided by the Member in connection with its use of the Marketplace, in each case in aggregated, anonymised, or otherwise personally non-identifiable form (“Trade Data”). 

12.3.    The Member shall not sell, lease, license, transfer, provide or otherwise make available to any third party any form of access to or the use of the Information (whether through written, electronic or other means) of the Marketplace (whether as a demonstration or otherwise) other than as described in this Agreement.

12.4.    The Member shall protect and safeguard Tradeteq’s Intellectual Property Rights in and to the Information by using the same degree of care that the Member generally uses to protect its own confidential information and Intellectual Property Rights, but in any event with no less than a reasonable degree of care.

12.5.    The Member shall promptly notify Tradeteq upon becoming aware of any infringement or misappropriation, or threatened infringement or misappropriation, of any Intellectual Property Rights of Tradeteq. The Member shall comply with all reasonable requests made by Tradeteq to protect and enforce Tradeteq’s Intellectual Property Rights in the Marketplace and the Information.

12.6.    The Member shall not alter, enhance, make derivative works of, reverse engineer or decompile or  encourage, aid, or assist anyone else to reverse engineer or decompile any part of the Marketplace or the Information, except to the extent explicitly permitted hereunder or required by the applicable law.

12.7.    The Member shall not use the Marketplace or any connection made on the Marketplace as a means of soliciting or recruiting other Members to form a connection outside of the Marketplace or to join a similar network with the purpose, whether express or implied, of circumventing Tradeteq or the Marketplace. 

12.8.    The Member acknowledges and agrees that the Member shall be solely responsible for: (i) checking all details relating to any Member Data; (ii) maintaining back-ups of any Member Data; and (iii) ensuring that Users receive proper training to use the Marketplace.

13.     Confidentiality

13.1.    You shall keep any confidential information confidential. 

13.1.1.    For the purposes of this clause, “Confidential Information” means confidential information (however recorded or preserved) disclosed by a party to the other party under this Agreement or via the Marketplace, excluding any information that is or becomes public knowledge. “Affiliate” means any group undertaking and “group undertaking” shall be construed in accordance with section 1161 of the Companies Act 2006.

13.1.2.    Each party undertakes not to disclose any of the other party’s confidential information relating to this Agreement, except as permitted by this clause.

13.1.3.    You will give Us notice of any unauthorised misuse, disclosure, theft or loss of Confidential Information immediately upon becoming aware of this.

13.1.4.    You shall not without Our prior written consent use, disclose, copy or modify Our Confidential Information (or permit others to do so) other than as is strictly necessary for You to be able to do what You are permitted and/or required to do under these Terms of Use.

13.1.5.    You may disclose Our Confidential Information to Your officers, employees, agents, professional advisers and contractors (and permit them to use, copy or modify Our Confidential Information) as is strictly necessary for You to be able to do what You are permitted and/or required to do under these Terms of Use. Where disclosure to Your officers, employees, agents, professional advisers and contractors is necessary, You shall ensure such persons are made aware of and agree in writing to observe these same confidentiality obligations and at all times comply with them.

13.1.6.    You may disclose Our Confidential Information as required by law. In the event that You become legally compelled to disclose any of the Confidential Information, then (to the extent permitted by law) You shall give Us prompt written notice of the fact so that We may take such steps to prevent such disclosure as We deem appropriate and You shall co-operate with Us in such manner as We may reasonably require.

14.     Promises and disclaimers

14.1.    To the maximum extent permitted by applicable law, You accept that the Information is provided on an ‘AS IS’ basis and that:

14.1.1.    the Information may not be free of bugs or errors and that the existence of bugs or errors shall not constitute a breach of these Terms of Use;

14.1.2.    You remain responsible for Your own hardware, content and any other data uploaded through the Information;

14.1.3.    We accept no responsibility for any liability that arises in connection with anyone else unlawfully obtaining access to Your Information account in order to abuse the nature and intent of the Information.

14.2.    We do not promise that the Information shall be:

14.2.1.    uninterrupted or error free; or

14.2.2.    compatible with third party software or equipment.

14.3.    Subject to what it specifically says in these Terms of Use and to the maximum extent permitted by applicable law, We and Our suppliers:

14.3.1.    make no other promises and do not agree to any other terms and conditions (express, implied or statutory) in relation to the Information; and

14.3.2.    shall not be liable for any loss or damage arising out of any virus or other malicious code.

15.     Liability and Indemnities

15.1.    The Member will indemnify, protect and hold harmless Tradeteq, its affiliates, and their respective directors, officers, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, penalties, damages or costs (including reasonable legal fees as incurred) resulting from or arising out of (i) the Member's breach of this Agreement and (ii) any claim asserted against Tradeteq by any party for whom the Member acts or purports to act (including, without limitation, any asserted breach of fiduciary duty) in relation to the services and technology provided to the Member in accordance with this Agreement. Tradeteq shall provide the Member with: (i) prompt written notice of each such claim received by Tradeteq; (ii) control over the defence and settlement of such claim; and (iii) full information and reasonable assistance to settle or defend any such claim. Notwithstanding the foregoing, the Member shall not settle any such claim without Tradeteq's prior written approval if such settlement requires Tradeteq to take any action, refrain from taking any action or admit any liability.

15.2.    Tradeteq warrants that it has all rights, authorisations and licences necessary to provide the Marketplace to Members as contemplated in this Agreement.

15.3.    Tradeteq and its affiliates will not be liable for any loss incurred by the Member arising from or related to a loss of connectivity to the Marketplace or any other systems failure nor any loss arising, in whole or in part, from a failure in the systems and controls of the Member or Tradeteq governing access to the Marketplace, including but not limited to the unauthorised use of the Member's account.

15.4.    Neither Tradeteq nor its affiliates, or any network provider under contract with Tradeteq will be responsible to any party for any losses however caused by the use of the Marketplace or by any errors, delays or interruptions in the transmission or confirmation of information. Each party hereby acknowledges that it has not relied upon any warranty, condition, guarantee or representation made by the other, except as specifically set forth in this Agreement.

15.5.    Other than expressly set forth in this Agreement in no circumstances will Tradeteq or its directors, officers, employees, affiliates or agents be liable to the Member or any person for whom the Member purports to act for any direct or indirect loss of revenues or profits, loss of goodwill, loss of opportunity, anticipated savings, wasted  expenditure, or incidental, special or consequential damages, resulting from or arising out of, in whole or in part, the provision of access to the Marketplace, regardless of whether such damages could have been foreseen or prevented.

15.6.    Tradeteq's aggregate liability (whether for breach of contract, negligence or for any other reason) arising from Tradeteq's failure to perform any obligation under this Agreement, shall, in respect of any one incident or series of incidents attributable to the same cause, be limited in aggregate to £50,000 (fifty thousand pounds Sterling).

15.7.    Tradeteq shall not be liable for any failure or delay in the performance of any of its obligations hereunder due to causes beyond of Tradeteq’s reasonable control, including but not limited to acts of God, acts of government, interruptions or imperfections of telecommunications, lightning or electromagnetic disturbances, brown-outs or black-outs. 

15.8.    Irrespective of the foregoing, nothing in this Agreement will:

15.8.1.    exclude or restrict to an extent prohibited by law any duty or liability Tradeteq may have to the Member; or

15.8.2.    exclude or restrict any claim which can be directly attributable to either Parties' wilful misconduct or gross negligence.

16.     Termination

16.1.    If You breach these Terms of Use in any way, Your rights to use the Information will automatically terminate, and We can shut down or restrict Your access to the Information or suspend Our performance of all or any obligations under it immediately and without liability for compensation or damages.

16.2.    In the event that any of the licences granted by Us under these Terms of Use terminate for any reason You shall promptly permanently delete and destroy all copies of the Information in Your possession or control.

16.3.    Your obligations relating to the Information, data protection, security and confidentiality and the indemnities and licences granted by You and the limitations and exclusions of liability set out in these Terms of Use will continue even after any licences (and/or these Information Terms of Use) have otherwise ended for any reason.

17.     Miscellaneous

17.1.    Tradeteq may amend these Terms at any time. In the event that the Member acting reasonably considers any such amendment to be materially unfavourable, it may terminate this Agreement, provided that it gives Tradeteq notice in writing within 30 calendar days of the date of Tradeteq's amendment to these Terms, which is notified to You when you log into the Marketplace.

17.2.    This Agreement shall not be assigned or transferred by the Member, in whole or in part, without the prior written consent of Tradeteq, provided, that Tradeteq shall not unreasonably withhold its consent to an assignment of a Member's rights hereunder to an affiliate of it that would fulfil the entry criteria established by Tradeteq from time to time to allow access to the Marketplace and that agrees to be bound by this Agreement.

17.3.    Tradeteq may assign part or all of its rights, or transfer part or all of its obligations under this Agreement, upon the provision of written notice to the Users, to (i) any of its affiliates, or (ii) a successor to substantially all of Tradeteq's relevant assets or business, or to its corporate successor as a result of any merger, spin-off, consolidation, initial public offering, or any similar corporate reorganisation, provided that any such entity has regulatory approval, where necessary, and is permitted to provide and operate the Marketplace. 

17.4.    This Agreement supersedes all prior agreements between Tradeteq and the Member on the subject matter hereof. 

17.5.    The obligations under this Agreement bind and the rights will be enforceable by, the parties and their respective successors and permitted assignees.

17.6.    A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

17.7.    If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of all other provisions (and, if applicable, the remainder of the provision in question) shall not be affected.

17.8.    This Agreement and its enforcement shall be governed by and construed in accordance with the laws of England and Wales. The Parties consent to the exclusive jurisdiction of the courts of England and Wales for the purpose of any action or proceeding hereunder. 

17.9.    The terms and conditions of this clause 17 and clauses 2, 3, 4, 8, 9, 10, 11, 12, 13, 14 and 15 shall survive any termination, cancellation, replacement, expiration, modification, rejection or cessation of the effectiveness of this Agreement.