Terms and Conditions

COMMENCEMENT DATE AND DURATON

9. These Terms shall come into effect on the day you accept these Terms and they shall remain in force until such time as they are terminated in accordance with paragraphs 43 to 45 (Termination) below.

SERVICE

10. These Terms set out the conditions under which we will provide the Service to you.
11. The Service provided by us under these Terms will include providing you with access to the area of our Website where we will make the Research available to you, including providing you with access to certain types of reports at no additional cost as an introductory offer. However, we reserve the right to amend the Service so that your continued access to the types of reports provided as part of the introductory offer will become a separate paid-for service, at which point we will charge you additional Fees should you wish to continue to be able to access such reports (details of such additional Fees will be published on our Website at haloinvest.co.uk).

REGISTRATION AND ACCOUNT ESTABLISHMENT

12. As part of the registration and account creation process, you must provide Halo with certain registration information, all of which must be accurate and current. You acknowledge that if you refuse to provide Halo with the requested information, we may not be able to provide you with the Service.
13. Halo will provide you with login details for the Website, including subscriber identification and a password for your Halo account. You agree to keep your login details confidential and secure, and to take all reasonable steps to protect your Halo account against unauthorised access. You are responsible for all usage or activity on your Halo account, including but not limited to use of the account by any third party that accesses your Halo account using your login details.

CLIENT CATEGORISATON

14. When you register for the Service, we will treat you as a “retail client” for regulatory purposes. When Halo treats you as a ‘retail client’ in accordance with the FCA Rules you will benefit from the highest level of protection available. This means you may have the right to take any complaint to the FOS and the right to make a claim under the FSCS. You can request for your client categorisation to be changed although we may not agree to any such request.

FEES AND PAYMENT

15. In consideration for us providing to you the Service, you will pay to us the Fee as set out on our Website at www.haloinvest.co.uk. Depending upon the option you select during the registration process, you will pay the Fee on a monthly or annual basis. As noted in paragraph 12, we reserve the right to amend the Service so that your continued access to the types of reports provided as part of the introductory offer will become a separate paid for service, at which point we will charge you additional Fees should you wish to be able to access such reports.
16. A failure to pay the Fee in accordance with paragraph 16, will result in the suspension of your account and you will not have access to the Service until any outstanding Fees are paid.

RESTRICTIONS ON USE

17. You must not use the Service for any illegal purpose or in any manner inconsistent with these Terms.
18. You agree to use the Research solely for your own use and benefit as a client, and that you will not resell or otherwise share or disclose any information obtained as part of the Service to any other person or entity, including as part of a commercial transaction.
19. You agree not to use, transfer, distribute or dispose of any information provided by or contained in the Research in any manner that could compete with the business of Halo or HALO Technologies Pty Ltd. You acknowledge that the Research made available by Halo to you has been developed, compiled, prepared, revised, selected and arranged by HALO Technologies Pty Ltd and others (including certain other information sources) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money and constitutes valuable intellectual property and trade secrets of HALO Technologies Pty Ltd and such others.
20. You agree to protect the proprietary rights that we, HALO Technologies Pty Ltd and either of our associates, have in the Research, and acknowledge that this obligation is ongoing both during the term of this agreement and after the agreement has been terminated.
21. You agree to notify Halo in writing promptly upon becoming aware or forming a suspicion of any unauthorised access or use of the Service by any party.

SPECIAL OFFERS

22. From time to time, Halo may provide a Special Offer in respect of the Service. Any such Special Offer will be offered in accordance with the applicable terms that apply to that Special Offer, but will not otherwise impact your obligation to comply with these Terms when using the Website or the Service.

LICENCE

23. You acknowledge that by entering into these Terms, you do not acquire any rights (whether proprietary or otherwise) in or to the Research provided by the Service other than the limited right to use the Research and download content from our Website in accordance with the Terms.
24. Should you choose to download Research content from our Website, you must do so in accordance with the Terms. Any such download is licensed to you only for your own personal, non-commercial use in accordance with the Terms.

INTELLECTUAL PROPERTY

25. You acknowledge and agree that all present and future rights in the Website and Research, including but not limited to any text, content, photographs, video, audio and graphics in respect of the Website and the Research, whether conferred by statute, at common law or in equity and wherever existing, including trade secrets, patents, copyrights, trademarks, service marks, know-how and other proprietary rights of any type under the laws of any Governmental Authority, domestic or foreign, including rights in and to all applications and registrations relating to the Website and the Research (the “Intellectual Property Rights”) shall at all times be and remain the exclusive properties of Halo and HALO Technologies Pty Ltd (as applicable).
26. You acknowledge and agree that Halo’s and HALO Technologies Pty Ltd Intellectual Property Rights (as applicable) are protected by copyrights, trademarks, service marks, international treaties and/or other intellectual and proprietary rights and laws of the UK, Australia and other countries (as applicable).
27. All present and future rights (including the Intellectual Property Rights) in, and title to, the Website and the Research (including the right to exploit the Research and any portions of the Research over any present or future technology) are reserved to Halo and HALO Technologies Pty Ltd for their exclusive use (as applicable), subject to Halo performing its obligations in accordance with these Terms to provide you with access to the Research and Service.
28. Except as specifically permitted in accordance with these Terms, you shall not use the trademarks, trade names, service marks, logos or titles of Halo or HALO Technologies Pty Ltd , the Website or the Research, or the names of any individual participant in, or contributor to, the Website or the Research, or any variations or derivatives thereof, for any purpose, without Halo’s prior written approval.
29. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Research.

RESEARCH IS LIMITED TO GENERAL ADVICE

30. You acknowledge and agree that, to the extent information and advice provided to you as part of the Service includes financial product advice (including, for example, recommended investments/trades or recommendations contained within the Research), you understand that the advice is general in nature and does not take into account your individual investment objectives, personal and financial circumstances or needs.
31. You acknowledge that before making any investment/trade you should consider the appropriateness of the investment/trade in light of your investment objectives, and personal and financial circumstances, and seek advice from your financial adviser on the appropriateness of doing so. You also acknowledge that neither Halo nor HALO Technologies Pty Ltd will have provided you with advice on whether the investment/trade or recommendation is appropriate for you given your investment objectives, personal and financial circumstances or needs.
32. You agree that if an investment/trade relates to the acquisition of a financial product for which a product disclosure statement, prospectus or other disclosure document is available, you will consider the relevant document that is made available to you before making any decision to acquire such a financial product.

HALO’S REPRESENTATIONS AND WARRANTIES

33. As explained in paragraphs 31 to 33 (Research Is Limited To General Advice) above, none of the Research is personalised, based on a consideration of your circumstances, in any way tailored to reflect your particular personal or financial circumstances or investment objectives, or presented as suitable to you. Therefore you should not view the fact that any generic advice contained in the Research represents Halo making the Research available to you as a personal recommendation (as that term is defined in the FCA Rules) in respect of any particular investment or investment strategy.
34. Halo gives no warranty and makes no representation in relation to its, Halo Invest Australia’s, or any third parties’ rights in relation to the Research or any copyright.
35. Subject to paragraphs 52 to 55 (Limitations of Liability), Halo does not guarantee the accuracy, adequacy, completeness or availability of the Research and is not responsible for any errors or omissions or for the results obtained from the use of the Research. Halo gives no express or implied warranties, including but not limited to, any warranties for merchantability or fitness for a particular purpose or use.

YOUR REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS

36. You represent and warrant that:
    
    1. you have the power and authority to enter into these Terms;
    2. you are at least 18 years old;
    3. you will not use the Research, try to use the Research, or intend to use the Research, for any unlawful purpose;
    4. you will use the Website and Research as set out in these Terms, and will not use the Website or Research for any fraudulent or illegal means or in any manner which may damage Halo’s and/or HALO Technologies Pty Ltd’s reputations;
    5. you understand that the Research is not tailored to your personal circumstances;
    6. you understand how the derivatives and securities markets operate, and the associated risks involved in trading in those markets;
    7. you will consider the relevant disclosure documents and obtain personal advice from a financial adviser about the appropriateness of an investment/trade for your personal circumstances before acting on any Research;
    8. you understand the risks involved in investing/trading, including markets risks and that investments can result in negative returns and capital losses, and that the investment/trade recommendations do not take your circumstances into account; and
    9. you have access to and maintain the necessary computer equipment and internet access to use the Service.

37. You further acknowledge that:
    1. the Research is provided for information and educational purposes, and any recommendation or opinion provided as part of the Research (if any) is general in nature and not personal or tailored to you or your circumstances;
    2. the Research may include public information taken from the Australian Stock Exchange and other sources, and that Halo and HALO Technologies Pty Ltd are not able to guarantee the accuracy of such information;
    3. past results that may be published as part of the Research are no indication of future performance;
    4. to act on the information provided by the Service and Research and enter into investments/trades requires you to make appropriate arrangements with a stockbroker familiar with the type of instructions you wish to give and the style of business you wish to transact; and
    5. Halo has no involvement in the investment/trade execution and settlement process.

USE OF DATA

38. You acknowledge and agree that for the purpose of complying with Halo’s own legal and regulatory obligations, Halo may monitor and keep records of the Research provided to you and which you access under the Service.

AVAILABILITY OF THE RESEARCH

39. Halo will take all reasonable steps to ensure that the Research is available for you to access at any time. However, for various reasons there may be times when some or all of the Research is not available, such as due to technical difficulties or Website upgrades where we may not be able to allow you access to the Research. If this happens, where possible, we will seek to provide you with notice in advance or as soon as we can. You can also contact us as contact@haloinvest.co.uk.

MATERIAL INTERESTS AND CONFLICTS

40. Halo is required to take all reasonable steps to identify and prevent or manage conflicts of interest which may arise between Halo and clients, and between one client and another, in order to avoid any adverse effect on Halo’s clients. Halo will take reasonable steps to ensure that you are treated fairly in circumstances where it has a material interest or conflict of interests. Halo may also decline or cease to provide services in such circumstances. Halo has established a conflicts of interest policy (a summary of which is available on Halo’s website at www.haloinvest.co.uk) and implemented procedures and arrangements to identify and manage such conflicts.

COMPLAINTS

41. If you wish to make a complaint about us, you should email us at complaints@haloinvest.co.uk or write to us at our registered address set out in paragraph 4. Details of our internal complaints policy are available upon request. If you are not satisfied with the outcome of your complaint, you may have a right to complain to the FOS, who can be contacted at:
    
    The Financial Ombudsman Service
    Exchange Tower
    London E14 9SR
    
    Tel: 080 0023 4567
    
    Email: complaint.info@financial-ombudsman.org.uk

TERMINATION

42. There is no minimum duration of these Terms.
43. You may terminate these Terms at any time by providing written notice to us and the Terms will then terminate immediately.
44. We may terminate these Terms:
    
    1. by providing you with at least one month's notice; or
    2. with immediate effect where we have a valid reason for doing so, including:
       1. your death or legal incapacity;
       2. your bankruptcy, insolvency or inability to pay your debts as they fall due or where we reasonably believe you may not be able to meet your obligations to us under these Terms;
       3. if you commit a serious or persistent breach of your obligations under these Terms;
       4. if you fail to provide, within a reasonable time, any information or documents we have requested or for the verification of your identity or if you supply us with false, misleading or unsatisfactory information;
       5. [you do not pay any Fees when they are due;]
       6. if we reasonably suspect that you have acted or will act fraudulently or in breach of Applicable Law in relation to the matters covered by these Terms; or
       7. where continuing to provide you with the Service under these Terms would cause or would, in our reasonable opinion, be likely to cause us to be in breach of Applicable Law or expose us to action or censure from any Government Authority.

EFFECT OF CANCELLATION OR TERMINATION

45. Cancellation or termination of these Terms will not affect:
    1. any Fee which you have incurred which has not yet been paid, for which you will remain liable; or
    2. any provisions of these Terms intended to remain in force after we cease to provide the Service to you.
46. On the cancellation or termination of these Terms:
    1. the licence to use the Research shall cease immediately; and
    2. you shall not download nor make any further copies of the Research.

WAIVER AND VARIATION

47. We can only waive a right or remedy provided in these Terms or by law by express written notice to you.
48. If we delay or fail to exercise any power, right or remedy under these Terms this will not operate as a waiver of that power, right or remedy, nor will it impair or prejudice it.
49. Any single or partial exercise or waiver of any power, right or remedy will not preclude our further exercise or the exercise of any other power, right or remedy.
50. We may amend these Terms by giving you at least fourteen (14) days’ prior written notice, unless we are required to amend these Terms with immediate effect due to a legal or regulatory requirement.

LIMITATIONS OF LIABILITY

51. Subject to paragraphs 53 to 55, you shall compensate Halo or any of its Affiliates from and against any and all losses, damages, liabilities, claims, demands, actions, proceedings, judgements, costs and expenses (including legal fees and expenses) that it may suffer or incur arising from or in connection with the Terms, except that Halo or any of its Affiliates (as applicable) shall not be compensated for its own fraud, negligence or wilful default.
52. Subject to paragraphs 54 and 55, Halo will not be liable for any losses incurred by you or any other person, except for losses incurred by you resulting directly from Halo’s fraud, gross negligence or breach of any statutory duty. This limitation of liability shall include (but not be limited to) losses arising in connection with the unavailability of the Research or us suspending our Service.
53. In no event shall Halo have any liability for any loss of profits, business or opportunity or any indirect or consequential losses as a result of the provision of, or failure to provide, the Service contemplated under these Terms.
54. Each Party agrees that neither Party nor any of its officers, employees or agents shall be liable for the acts or omissions of the other Party, nor its officers, employees or agents.

SEVERABILITY

55. Each of the provisions of these Terms is distinct and severable from the others. If at any time one or more of those provisions is or becomes invalid, unlawful or unenforceable (whether wholly or partly), the validity, lawfulness and enforceability of the remaining provisions (or the same provision to any other extent) will not be affected or impaired in any way.
56. We may agree in writing to amend these Terms in order to ensure the terms are valid, lawful and enforceable.

NO PARTNERSHIP OR AGENCY

57. Nothing in these Terms is intended to or will be used to establish any partnership or joint venture between the Parties, nor authorise any Party to make any commitments for or on behalf of any other Party.

NOTICES AND COMMUNICATION

58. Any notice or other communication to be given or made under or in connection with these Terms:
    1. must be in English, legible and in writing (and you hereby confirm that you possess proper knowledge and understanding of the English language);
    2. must be delivered or sent to us as follows:

       Address:	Unit 4 Danehill, Lower Earley, Reading, England, RG6 4UP
       Email:	contact@haloinvest.co.uk

       
       or at such other address (within the United Kingdom) as we may from time to time specify by notice to you; and
    3. will be delivered or sent to you at any address or email address that you have notified or provided to us in connection with this Terms.
59. Any notice or other communication sent by post will be sent (if posted to and from a place within the United Kingdom) by pre-paid first class post or (if posted to or from a place outside the United Kingdom) by pre-paid airmail.
60. Any notice or other communication sent in accordance with paragraphs 59 and 60 will be deemed to have been given:
    
    1. if delivered, at the time and on the date of delivery if delivered during a Business Day, or at the start of the next Business Day if delivered at any other time;
    2. if sent by post to and from a place within the United Kingdom, at the start of the second Business Day after it was put in the post;
    3. if sent by post to or from a place outside the United Kingdom, at the start of the fifth Business Day after it was put in the post; or
    4. if sent by email, at the time and on the date of transmission if transmitted during normal office hours (09:00-17:30) on a Business Day (local time at the place of receipt) and, in any other case, at the start of the Business Day following the date of transmission.
61. The provisions of paragraphs 59 to 61 will not apply to the service of any proceedings or other documents in any legal action. We will not accept service of proceedings or any legal action by way of email.

DATA PROTECTION

62. The Parties agree that in carrying out their respective obligations under these Terms, they will comply fully with the Data Protection Laws.

CONFIDENTIALITY

63. Each Party to these Terms will treat Confidential Information as confidential and will not disclose such information except if:
    1. it is required to do so under Applicable Law;
    2. it is so requested (whether by compulsion of law or not) by competent regulatory or fiscal authorities or a court or tribunal of competent jurisdiction; or
    3. it is disclosed in confidence to its advisers, auditors or insurers where reasonably necessary for the performance of their professional services.
64. Notwithstanding paragraph 64 above, we may disclose in confidence any Confidential Information to any person (including our Affiliates) to assist or enable the proper performance of our Service and to enforce our rights and obligations under these Terms.
65. In addition to paragraphs 64 and 65 above, we may disclose any Confidential Information to any person in the following circumstances:
    1. to investigate or prevent fraud or other illegal activity;
    2. for purposes ancillary to the provision of our Service under these Terms;
    3. if it is in the public interest to disclose such information; and/ or
    4. at your request or with your consent.

DISPUTES

66. The Parties agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).

GOVERNING LAW

67. 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) are governed by the laws of England and Wales.

THIRD PARTY RIGHTS

68. A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.

ASSIGNMENT

69. We may assign, novate or transfer part or all of its rights and/or obligations under these Terms, upon providing written notice to you, to:
    1. any of our Affiliates; or
    2. a successor to substantially all of our assets or business, or to our 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 all required regulatory approvals, where necessary, and is permitted to provide the Service.
70. These Terms shall not be assigned, novated or transferred by you without our prior written consent (such consent not to be unreasonably withheld).

EXCEPTIONAL EVENTS

71. Notwithstanding any other provision of these Terms to the contrary, neither Party will be liable for any loss caused directly or indirectly from circumstances not within its control, including but not limited to acts of God, government restrictions, exchange or market rulings, actions affecting securities, clearing or commodity exchanges including suspensions of trading or extensions of trading hours, dealing cut-off times and holidays, acts of civil or military authority, national emergencies, natural disasters, wars, riots or acts of terrorism, industrial disputes, acts or regulations of any governmental or supranational bodies and authorities or the failure or malfunction of any telecommunication or computer service.

GENERAL TERMS

72. These Terms contains the whole agreement between us relating to the matters contained in these Terms and supersedes any previous agreement (whether oral or in writing) between the parties relating to those matters.
73. Except as required by statute, no terms will be implied (whether by custom, usage, course of dealing or otherwise) into these Terms.
74. Each of us acknowledge that in entering into these Terms we have not relied on any express or implied representation (including any made negligently), assurance, undertaking, collateral agreement, warranty or covenant which is not set out in these Terms.
75. In connection with the subject matter of these Terms, each of us waives all rights and remedies (including any right or remedy based on negligence) which might otherwise be available to it in respect of any express or implied representation, assurance, undertaking, collateral agreement, warranty or covenant which is not set out in this these Terms.
76. The Parties acknowledge and agree that the supply of the Service under these Terms is not an exclusive arrangement and:
    1. you may purchase services from any third party that are the same as, or comparable to, the Service; and
    2. we may supply services to any third party that are the same as, or comparable to, the Service that we provide to you.
77. Nothing in paragraphs 73 to 77 limits or excludes any liability for fraud.

SCHEDULE 1

Any reference to any legislation, statute, rule, contract or any other document, is to such legislation, statute, rule, contract or other document as amended from time to time and as currently in force.

Any reference to “including” or “includes” in the Terms will be deemed to be a reference to “including without limitation”.

Any heading in the Terms is provided for convenience only and will not affect its interpretation.

Any reference to a person in these Terms will include bodies corporate, unincorporated associations, trusts, partnerships and individuals.

Unless the context requires otherwise, words used in these Terms in the singular will include the plural, and words used in the Terms in the plural will include the singular.

For the purposes of these Terms, the following terms shall have the following meanings: