Terms & Conditions | Training

In these terms and conditions the following meanings will apply:

"We", "our" and "us" means Complinet Limited (if within the UK or other jurisdictions with the exception of the US) and Complinet Inc. (if within the US or the agreement is entered into with Complinet in the US). Addresses for both entities are as follows:

Third Floor
Vintners′ Place
68 Upper Thames Street
London
EC4V 3BJ
UK

1250 Broadway
Suite 1902
New York
NY 10001
USA

"Business Day" shall mean any day, which is not a Saturday, or a Sunday, or public holiday in the UK or US;

"Commencement Date" means the date you complete and sign the Sales Order Form or any other document conferring the right of access;

"Confidential Information" means all information (including oral and visual information, and all information recorded in writing or electronically, or in any other medium or by any other method) disclosed to, or obtained by one party from, the other party or a third party acting on that other party's behalf, and without prejudice to the generality of this definition the term Confidential Information shall include but not be limited to any information relating to a party's operations, processes, plans, intentions, product information, know-how, designs, trade secrets, software, market opportunities, customers and business affairs;

"Customised Service" means the provision of the System, including amended Training Material. Complinet may revise the Training Material by way of inclusion, amendment or omission of content on your instruction;

"Fee" means the fee payable for the Training Services as set out in the Sales Order Form;

"Futures and Options Association Order Routing" means the course specifically designed for Futures and Options Association members' clients that access exchange-traded derivative exchanges via electronic order routing systems;

"Intellectual Property Rights" means any current or future intellectual property rights including but not limited to: copyright, database rights, patents, utility models, domain names, rights in logos and get-up, inventions, all rights in computer software and data, design rights, trade marks (whether registered or unregistered), goodwill, information of a confidential nature, know-how and all other forms of protection of a similar nature existing in any jurisdiction, and all rights to apply for the same and all renewals, reversions or extensions;

"Personal Information" means any information which relates to an individual who can be identified from that information. This may include the following without limitation: names, addresses, telephone numbers, date of birth, e-mail addresses, identification numbers or names, passwords, age, marital and financial status, national or ethnic origin, gender, employment, payment records, personal preferences, associations, and any identifying numbers or symbols, educational history;

"Purposes" means the various purposes set out in the Data Protection Clause (sub-clause 9.2 in particular) and Complinet's Privacy Policy located on Complinet's site;

"Sales Order Form" means the order form submitted by you to us which contains details of the Training Services and Fee;

"Site" means the web site operated by us and available at www.complinet.com;

"System" means the Training Service, the Training Materials and the software provided by Complinet which allows the usage of the Training Service to be tracked and recorded;

"Systems Requirement Document" means the document we provide you with prior to or coinciding with delivery of the System, which outlines requirements of technical configurations and corporate policies relating to your computer hardware and software.

"Training Material" means the training materials and information and other products (including manuals and guidelines) to be supplied by Complinet under these terms and conditions which are set out in the relevant Sales Order Form;

"Training Services" means the training services provided by Complinet permitting you to access the Training Materials as specified in the Sales Order Form, together with the Updates;

"Updates" means additional content provided by us during the contract period;

"User" means a person who gains access to the System;

Subject to your compliance with these terms and conditions, we agree to provide the Training Services to you with due skill and care.

You agree and undertake that the Training Services shall be used for internal purposes only and may not be re-sold, sub-licensed or otherwise transferred to a third party. This sub-clause does not fully apply to Futures and Options Association Order Routing, which may not be re-sold or sub-licensed to a third party, but may be transferred to a third party.

We are not authorized to conduct investment business in the UK, US or any other jurisdictions and we are not regulated to do so by any regulatory bodies including but not limited to the Financial Services Authority, Securities and Exchange Commission, Law Society of England and Wales, American Bar Association or any other similar body in any jurisdiction. You agree that you will not use the Training Services in such a way that either you or we will be conducting unauthorized investment business or otherwise act in contravention of any of the provisions of the Financial Services and Markets Act 2000 or any other applicable law in the relevant jurisdiction (as amended or superseded from time to time).

You agree to pay us the Fee for the Training Services. The Fee is expressed exclusive of Value Added Tax and other applicable taxes, which must be paid by you at the applicable rate.

The Fee paid for the Training Services is non-refundable, unless monies are due as stated in the Termination Clause (sub-clause 11.4 in particular).

Details of our fees for all Training Services and the procedures for payment are available from Complinet Sales and Client Support representatives. You may pay by credit card, cheque or bank transfer within 30 days of receiving an invoice. The method of payment shall be indicated by you at the time of completion of the Sales Order Form and the payment will cover access for the relevant period (to take effect from the Commencement Date) to the Training Services unless otherwise agreed.

If payment is not received within 30 days of receiving an invoice, Complinet reserves the right to, without limitation of rights or remedies that may be available to us and without one action or omission to act constituting a waiver of any rights or remedies available to us, undertake any or all of the following:

• suspend the Training Services;
• restrict access to the online service; or
• charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 or any other equivalent applicable law within your jurisdiction.

Where this Agreement is terminated for any reason, any sums then due to Complinet shall immediately become payable in full.

The Fee and all amounts specified in the Sales Order Form shall be paid in the currency stated on the Sales Order Form.

We reserve the right to invoice you retrospectively for charges incurred in relation to the number of Users, if applicable, over the course of the contract period, which are incurred in addition to the Fee paid.

We will provide you with the Training Materials as specified in the Sales Order Form which, to the best of our knowledge, comply with the rules and regulations as set out by the relevant regulatory body at the time of provision.

The provision of the Training Services does not in any way act as a substitute for your reference to primary legislation or other regulatory publications.

It is your responsibility to apply the Training Services to your particular requirements and seek appropriate professional advice.

From time to time we may make, but are not obliged to make, available Updates which, if made available, we would strongly advise you to include in the Training Materials. You agree that we shall not be held liable for any loss, claim, liability, damage, costs or expenses arising out of or in connection with any failure by you to include Updates if and when made available.

You will require a suitable PC, modem, telephone line and any other items of hardware, software or communications equipment that may be necessary to enable you to access the System and it is your responsibility to ensure that you have the necessary requirements. All relevant technical specifications necessary to use the System are stated in the Systems Requirement Document.

download and store one copy of the Training Materials in machine readable form; and

print one copy of the Training Materials;

for your own individual use and for the purposes provided. You shall not be entitled to reproduce the Training Materials on any electronic or print media (including without limitation on any intranet or extranet) other than as permitted under this clause.

you and each User may display the Training Materials electronically on a single computer for your individual use only.

you and any User shall not:

download, store, reproduce, transmit, display (including without limitation display on any intranet or extranet site), copy, distribute or use the Training Materials other than in accordance with clause 5.2(a) and (b) above;

sub-license, rent, lease, transfer or attempt to assign the rights in the Training Materials to any other person or entity;

alter or remove any copyright notices or other notices indicating the proprietary ownership by us or any third party of any Intellectual Property Rights in the System (except where we provide you with a Customised Service in which case you may alter or remove any Intellectual Property Rights in the System as they relate to Your Materials);

use the Training Services in any manner except as expressly permitted, or transfer or export the Training Services or any copies into any country, other than in compliance with applicable laws;

reproduce, modify, or in any way commercially exploit any of the Training Materials;

allow any person in respect of whom a username and password has not been allocated to use the Training Services;

make the Training Services available on a network;

create a database in electronic or structured form by systematically downloading and storing all or any of the Training Services.

We cannot guarantee that the System will be free from error, including technical, typographical or other inaccuracies or that it will be free from computer viruses. We will try to make the System available but cannot guarantee that the System will operate continuously or without interruptions or be error free and can accept no liability for its unavailability. You must not attempt to interfere with the proper working of the System and, in particular, you must not attempt to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, web site, router or any other internet connected device.

If a fault or error occurs you should report it to us by telephone or by e-mail in accordance with Notices Clause (below). We will use reasonable endeavours to correct reported faults and errors.

We may temporarily suspend access to the whole or any part of the System to allow for repairs, maintenance or the introduction of new facilities.

Subject to your rights set out in Terminations Clause (below), we reserve the right to alter, suspend or discontinue any aspect of the System, including your access to it. We will give you notice of any suspension, and restore the System after such suspension.

Subject to Charges Clause (above), we will provide you with such usernames and passwords as are required by you to give access to the Training Services for you and, if applicable, the number of employees identified by you on the Sales Order Form (such individuals in receipt of a username being referred to in these terms and conditions as a User).

You confirm and warrant that all the information supplied by you when you register is true, complete and accurate in all respects and you agree to notify us immediately of any changes to that information.

You shall keep and, where relevant, procure that your employees keep confidential the username(s) and password(s) provided by us to you or created by you for you for access to the System.

You are responsible for ensuring that no unauthorized use (whether by your personnel who are not authorized by you or otherwise) is made of the System by means of the usernames or passwords allocated to you or created by you. You will be entirely liable for all access to the Training Services and charges incurred under your account, whether authorized by you or not.

You must inform us immediately if you have any reason to believe that the usernames and passwords allocated to or created by you become known to someone not authorized to use them or if your account is being or is likely to be used in an unauthorized way.

We are not authorized to conduct investment business in the UK, US or any other jurisdictions nor are we regulated to do so by any regulatory bodies and no part of the Training Service shall be construed as legal or investment advice.

We cannot guarantee and we give no warranties or representations that the Training Services will provide you with all necessary elements to make your business fully compliant with all relevant laws, rules, regulations and codes of practice.

We will not be responsible or liable to you:

• if you rely on the Training Materials without obtaining appropriate advice;
• for any alterations made by you to the Training Materials;
• for the acts or omissions of other providers of hardware, software, telecommunication services or for faults in or failures of any of their apparatus or equipment.

To the fullest extent permitted by law, we exclude all express or implied terms, conditions, warranties, representations or endorsements whatsoever with regard to the System or any information or service provided by us to you not contained in these terms and conditions. We will do our best to ensure that all Training Materials are accurate, but please note that all Training Materials are provided on an "as is" basis.

It is a feature of the System that some of the Training Materials are contributed to us by third parties. We do not control those parties or their information and have no responsibility for and shall not be liable in any manner whatsoever in respect of any information or content they contribute.

Opinions expressed within the Training Materials are those of the authors and do not necessarily represent our opinions.

We do our best to ensure that the Training Materials are accurate. However, we make no warranties or representations that the Training Materials are accurate and up to date or complete and accept no liability for any loss or damage caused by inaccurate information. The Training Services do not constitute any form of advice or recommendation by us and are not intended to be relied upon in making (or refraining from making) any specific investment, or other, decisions. If you find any inaccurate information in the Training Materials let us know and we will correct it, where we agree, as soon as practicable.

In relation to the provision of the Training Services, we accept no liability for any indirect or consequential loss or damage, or for any loss of data, profit, revenue or business (whether direct or indirect), however caused, even if foreseeable. In circumstances where you suffer loss or damage arising out of or in connection with the viewing, use or performance of the Training Services, we accept no liability for this loss or damage whether due to inaccuracy, error, omission or any other cause and whether on the part of Complinet or our servants, agents or any other person.

If we are liable to you for any reason, our liability will be limited to the amount paid by you for the Training Services in the year in which such liability arose. This limit does not apply to any liability we may have for death or personal injury resulting from our negligence.

You are responsible for ensuring that your computer system meets all relevant technical specifications necessary to use the System as stated in the Systems Requirement Document. You also understand that we cannot and do not guarantee or warrant that any material available for downloading from the System will be free from infection, viruses and/or other code that has contaminating or destructive properties. You are responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy your particular requirements for the accuracy of data input and output.

The limitations and exclusions in this Clause (the Warranties and Liability Clause) do not affect your non-excludable statutory rights which shall only apply to the minimum extent permitted by applicable law.

Nothing in these terms and conditions excludes or limits our liability for death or personal injury caused by our negligent act or omission or wilful misconduct or any other liability which cannot be excluded or limited by law.

In no circumstances is the Futures and Options Association (FOA) liable to you if you, or any other party, adapts, alters or modifies the Futures and Options Association Order Routing System training material in any way;

The FOA's aggregate liability to you, under or in connection with these terms and conditions is limited to the amount you have paid for the Futures and Options Association Order Routing System training material up to the date of your claim;

In no circumstances is the FOA liable to you for any indirect or consequential losses or expenses, howsoever caused, and including, without limitation, loss of anticipated profits or savings, goodwill, reputation, business receipts or contracts, or losses or expenses resulting from third party claims.

All the above sub-clauses under this Clause survive termination of this agreement.

All Intellectual Property Rights in the System, excluding Intellectual Property Rights in your materials, will remain at all times our property. The Training Materials are protected by UK and international copyright laws and other Intellectual Property Rights. The owner of these rights, excluding Intellectual Property Rights in your materials, is Complinet or other third party licensors. All product and company names and logos contained within our Site or the System are the trade marks, service marks or trading names of their respective owners, including us.

Where we are provided with material by you for inclusion into the Training Materials you will ensure that you have the requisite permission (if any Intellectual Property Right exists in the material) for inclusion of this material within our Training Materials for your use.

All Intellectual Property Rights in the Personal Information provided by you and your materials will remain your property at all times.

Complinet will only process Personal Information for the purposes of providing you with the System. The following applies to any information you provide to Complinet, for example, in completing the Sales Order Form.

You authorise us and you shall procure that we are authorized to use, store or otherwise process any Personal Information which relates to and/or identifies you and/or your employees, including but not limited to your name and address or the names and addresses of your employees, to the extent reasonably necessary to provide the Training Services and any other related Complinet services. If you or your employees send us personal correspondence such as e-mails or letters then we may collect this information into a file specific to you.

You must ensure and, where relevant, procure that your employees ensure that the Personal Information provided to us is accurate and complete and that all registration details (where applicable) contain the correct name(s), address(es) and other requested details. For more information about how we deal with the Personal Information, please read our Privacy Policy.

By accepting these terms and conditions, you agree and, where relevant, shall procure that your employees agree to the processing and disclosure of the Personal Information for the provision of the System and other related Complinet services. If you or, where relevant, your employees would like to review or modify any part of the Personal Information which we hold relating to you or your employees then please contact our Client Support team.

We have in place and will maintain for the duration of these terms and conditions appropriate technical and organizational measures against the accidental, unauthorized or unlawful processing, destruction, or disclosure of Personal Information and adequate security programmes and procedures to ensure that unauthorized persons do not have access to any equipment used to process Personal Information.

Save as is otherwise required by law or any regulatory authority, each party undertakes to the other that during the term of these terms and conditions and thereafter, it will keep secret and will not without the prior written consent of the other party, disclose to any third party any Confidential Information learned by the recipient party or disclosed to the recipient party by such other party pursuant to or otherwise in connection with these terms and conditions except insofar as any such Confidential Information shall (otherwise than by breach of these terms and conditions) be in the public domain or subsequently comes lawfully into the possession of the recipient party from a third party without the imposition of any duty of confidentiality by such third party.

Upon written demand from either party, any confidential information shall be returned to the originator of the information including all copies thereof or confirmed in writing that, save as required by law or regulation, it has been destroyed.

To the extent that it is necessary to implement the provisions of these terms and conditions the recipient party may disclose Confidential Information to its employees, agents or sub-contractors as may reasonably be necessary, provided that before any such disclosure, the recipient party shall make such persons aware of their obligations of confidentiality under these terms and conditions and shall at all times procure compliance with such obligations of confidentiality.

Where one party is required to disclose Confidential Information by law or any regulatory authority, that party may produce Confidential Information in compliance with applicable law or a court order on the condition that the other party is first given reasonable notice of such law or order and an opportunity to attempt to preclude or limit such production.

We agree to provide the System to you for the period as stated in the Sales Order Form (such period in these terms also being referred to as "contract period").

We may terminate or suspend your use of the System at any time if you are found in breach or we have reasonable grounds to believe that you are in breach of any of these terms, including without limitation the prohibition on sharing or disclosure of username(s) and password(s) set out in the Registration and Security clause and the Access to the System and Availability of the Training Service clause.

If you are notified of termination of your rights of use, you must immediately destroy all of your copies of the Training Materials and any relevant Training Services. In these circumstances you will not be entitled to any refund.

Where during the term of this Agreement we discontinue, suspend or terminate your access to the System we shall refund to you the pro rata share of the Fee paid by you which relates to the unexpired part of the Term in relation to which the Fee was paid excluding any applicable costs incurred prior to the provision of such access (which are duly brought to your notice).

If we suspend the System for contravention of any of the term of these terms and conditions we will not restore it until we receive an acceptable assurance from you in writing that there will be no further contravention.

You will continue to be liable to pay all charges due for the System during any period in which you fail to comply with these terms and conditions, including for any period when the System is suspended.

If we end these terms and conditions due to your fault, you must pay to us immediately all charges which are due to us under this Agreement.

We may assign, novate or subcontract any or all of our rights and obligations under this Agreement at any time.

We may alter these terms and conditions from time to time and post the new version on the Site, following which all use of the System will be governed by that version.

These terms and conditions together with the Privacy Policy, the Sales Order Form, if any, are the whole agreement between you and Complinet. You acknowledge that you have not entered into these terms and conditions in reliance upon any warranty or representation made by us or any other person and you waive any rights to damages/rescission you may have for misrepresentation (other than a fraudulent misrepresentation) that is not contained in the terms and conditions, Privacy Policy and Sales Order Form.

If any term or provision in this Agreement shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this Agreement but the validity and enforceability of the remainder of this Agreement shall not be affected.

These terms and conditions are governed by English law and you submit to the non-exclusive jurisdiction of the English courts with the exception that any Sales Order Form issued by Complinet Inc. shall be governed by English law or New York State law.

Failure by either party to exercise any right or remedy under these terms and conditions does not constitute a waiver of that right or remedy.

These terms and conditions form part of the Agreement in concert with the Sales Order Form and Privacy Policy. The Agreement supersedes all previous Agreements or arrangements (including any proposals) between us. You agree that in entering into this agreement you are not relying on any representations made by us that are not set out in this Agreement.

We will not be liable for failure to perform these terms and conditions because of something beyond our reasonable control including but not limited to technical failure, lightning, flood, or exceptionally severe weather, fire or explosion, civil disorder, war, or military operations, natural or local emergency, anything done by government or other competent authority or industrial disputes of any kind (including those involving our employees).

These terms and conditions are not intended to benefit anyone other than the parties to it and, in particular, no term shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party (or any other such applicable law).

No remedy conferred by any provisions of this Agreement is intended to be exclusive of any other remedy and each and every such remedy will be cumulative and will be in addition to every other remedy given under this Agreement or now or hereafter existing in law or in equity or by statute or otherwise.

All notices and any other communication required to be given shall be given in writing to our Client Support team if forwarded by e-mail to the appropriate e-mail address given, or forwarded by prepaid first class post to the address given.

Client Support e-mail address: clientsupport@complinet.com.

Complinet addresses:

Third Floor
Vintners′ Place
68 Upper Thames Street
London
EC4V 3BJ
UK

1250 Broadway
Suite 1902
New York
NY 10001
USA

or

to you at either the e-mail or postal address you provide to us.

Notice will be deemed received when an e-mail is received in full (or else on the next Business Day if it is received on a weekend or a public holiday in the place of receipt) or three Business Days after the date of posting within the UK to Complinet Limited or within the US to Complinet Inc., or where posted from outside the UK or US, three Business Days from the day in which the notice arrives within the UK postal system if sent to Complinet Limited or the US postal system if sent to Complinet Inc.