Terms and conditions
Seven Days Ahead Terms of Business
This Agreement sets out the terms upon which Seven Days Ahead of 124 Regents Park Road NW1 8XL will permit (the "Client") to have access to, and use of, the research materials published and distributed via www.sevendaysahead.com (the "Website") and any other Seven Days Ahead websites to which the Client is permitted, and to provide the Client with such other related services as may from time to time be agreed.
This Agreement comes into force as soon as it is received by the Client and shall apply in respect of all investment business carried on with or for the Client thereafter. By proceeding to the disclaimer page you are accepting these terms and conditions.
Seven Days Ahead is regulated by the Financial Services Authority ("FSA") for the conduct of investment business in the United Kingdom.
Seven Days Ahead will treat the Client as an intermediate customer or a market counterparty, as defined by the FSA's Conduct of Business Sourcebook, according to the information disclosed when the Client registers for the services provided by Seven Days Ahead on the Website. If in any dealings Seven Days Ahead may have with the Client, the Client is acting as agent for any other person, Seven Days Ahead will treat the Client as its customer for the purposes of the FSA Rules, even where the principal has been identified to Seven Days Ahead. An identified principal will not be classified as Seven Days Ahead's customer unless specifically agreed between the parties. You represent and warrant that you are acting as principal and not as agent or attorney for any other person. Seven Days Ahead shall not be bound to act in accordance with the instructions of any person other than the Client (but shall be entitled to act in accordance with all instructions given by you or purporting to be given by you) and Seven Days Ahead's liabilities hereunder shall be fully discharged by Seven Days Ahead performing such in the Client's favour.
In the case of joint customers we shall not be bound to act except in accordance with instructions given or purported to be given on behalf of each Client, or in the case of death, the survivors or sole survivor of such joint Clients.
Seven Days Ahead will provide to the Client, research on all categories of financial investment that may vary from time to time.
Seven Days Ahead may, at its discretion, provide information, advice and recommendations to the Client from time to time on its own initiative or advise the Client of other services available.
Seven Days Ahead will not be under any obligation to provide on-going advice in relation to the management of the client's investments.
This Agreement contains important information regarding the way in which Seven Days Ahead will provide access to its research materials. If you are in any doubt you should consult your independent financial adviser immediately.
Communications with Seven Days Ahead pursuant to this Agreement may be made by, telephone +44(0) 7849 922573, e-mail or in writing to the address specified above or at such other address or fax number as notified by Seven Days Ahead to the Client from time to time.
Seven Days Ahead shall communicate with the Client, at the address last notified to Seven Days Ahead, by any of the above means unless it is required to communicate in writing either under this Agreement or in accordance with the rules of any regulatory authority.
6. Conflicts of Interests
The research provided by Seven Days Ahead on the Website (and any other Seven Days Ahead website) is provided solely to enable clients to make their own investment decisions and does not constitute personal investment recommendations. No recommendations are made directly or indirectly by Seven Days Ahead as to the merits or suitability of any investment decision or transaction that may result directly or indirectly from having viewed the investment research on the Website. Customers are therefore urged to seek independent financial advice if they are in any doubt.
The value of investments and the income derived from them can go down as well as up, and you may not get back the full amount you originally invested. Derivatives are particularly high-risk, high-reward investment instruments and an investor may lose some or all of his or her original investment. Also, if you decide to acquire any investment denominated in a different currency you should note that changes in foreign exchange rates may have an adverse effect on the value, price and income of the investment in your own currency.
When Seven Days Ahead, its Connected Companies (as defined in the FSA Rules) or any other person connected with Seven Days Ahead, provides investment advice services, it may from time to time have a material interest in the subject matter of the research, which may occur, for example, because Seven Days Ahead, a Connected Company or any other person connected with Seven Days Ahead, provides services to other customers who have interests in the same investments as those to which the research relates.
In accordance with the rules of the FSA, employees and officers of Seven Days Ahead providing services to the Client under this Agreement are required to comply with an independence policy obliging them to disregard any material interest or conflict of interest, relationship or arrangement when making recommendations, except to the extent that the policy conflicts with any legal or regulatory obligations of Seven Days Ahead or its employee.
From time to time Seven Days Ahead, a Connected Company and any other person connected with Seven Days Ahead may have positions in stock being recommended and may act upon, or otherwise use, any research recommendations available in the public domain, before they are published and obtainable by the Client or other customers to Seven Days Ahead.
7. Commissions and Charges
Details of all charges and commissions payable by or to Seven Days Ahead in connection with the information and services are available from the Website. If by prior agreement Seven Days Ahead agrees to receive from the Client, instructions with respect to the sale or purchase of investments for onwards transmission to an execution only broker, it may receive from any such person a share of the dealing charges or other remuneration in respect of the transactions earned out on the Client's behalf. If for any reason any such sharing arrangements or other remuneration are not disclosed to the Client in the relevant contract note Seven Days Ahead agrees to provide the Client with details of the same on request.
8. Copyright and User Registration
Whilst Information extracted from the files on the Website may be used for personal research, any copying or distribution of such files in whole or in part is prohibited. The research information compiled and published by Seven Days Ahead is the property of either Seven Days Ahead or its licensors and may not be used except as authorised by or pursuant to this Agreement.
9. Liability for Loss
Seven Days Ahead shall not be liable for any direct or indirect, incidental or consequential loss or damage (including loss of profits, revenue or goodwill) arising from the use, inability to use, interruption or non-availability of the Website or any part of the research materials published on the Website or otherwise any loss of data on transmission, howsoever caused. Whilst the research material published on the Website is believed to be reliable and accurate, it is not independently verified. Accordingly, no representation or warranty is made or given by Seven Days Ahead, its officers, agents or employees as to the accuracy or completeness of the same and no such person shall have liability for any inaccuracy in, or omission from, such materials. Save, however, that there shall not be excluded any liability for direct loss, costs or expenses caused by wilful default, negligence or fraud of Seven Days Ahead or its employees. This is without prejudice to any duty or liability Seven Days Ahead may have to the Client under the Financial Services and Markets Act 2000, and the FSA rules.
10. Joint and Several Liability
If the Client is a partnership, or is otherwise comprised of several persons, the liability and obligations of each such person under this Agreement shall be joint and several. In the event of default due to non-payment of fees this shall be deemed to have occurred in respect of any one of such persons, Seven Days Ahead may exercise its rights set out in clause 14 without being required to give notice of such an event to any of the persons.
11. Disclosure of Information
Whilst Seven Days Ahead will at all times protect the Client's confidentiality, it may be obliged to disclose any information concerning the Client, its business or any transactions or investments which have been obtained in the course of the Client's business relationship with Seven Days Ahead, when required or requested to do so under any relevant law or by any regulatory or governmental authority or by officials of exchanges or clearing houses. The Client irrevocably authorises Seven Days Ahead to make the disclosure of such information accordingly and without prior reference to the Client.
In addition, if Seven Days Ahead knows or suspects that an account of the Client is possibly being used to process the proceeds of serious crime, it is obliged to report the fact and nature of its knowledge or suspicions to the UK National Criminal Intelligence Service or to any other relevant authority as may be required.
You also hereby authorise the disclosure of such information to Connected Companies of Seven Days Ahead.
12. Amendment, Variation and Assignment
Seven Days Ahead reserves the right to vary any of the terms of this Agreement either by written notice to the Client or by notice published on the Website describing the relevant changes. The variation shall take effect upon receipt by the Client of notice in writing or in the case of notification through the Website, on the first occasion thereafter upon which any attempt is made by the Client to access the research on the restricted access pages of the Website.
Seven Days Ahead may assign all or any of its rights and obligations under this Agreement to another appropriately authorised member of the Seven Days Ahead Group or any of their successors.
This Agreement is personal to the subscriber, and the Client's rights and obligations under this Agreement and any transactions entered into pursuant hereto, are not capable of assignment to a third party.
13. Authority, Consents, Compliances etc.
The Client warrants and represents to Seven Days Ahead, if a natural person, that it is over the age of eighteen years. If a body corporate, partnership, unincorporated body or pension fund it warrants that it is by its memorandum and articles of association, deed of partnership, trust deed or other constitutional document, as the case may be, empowered to (and not prohibited from) enter into this Agreement with Seven Days Ahead.
14. Foreign Laws
Access to the Website is not open to persons resident in, or citizens of any territory outside the United Kingdom where, to allow such access, would require any registration, filing, application for any licence or approval or other steps to be taken by Seven Days Ahead in order to comply with local laws or other regulatory requirements in such overseas territory. It is the Client's responsibility to be informed about applicable legal or other regulatory requirements in the territory in which the Client is resident or of which the Client is a citizen. By acceptance of this Agreement the Client represents and warrants that neither allowing the Client access to the Website nor the acceptance of this Agreement by the Client will infringe the laws of other regulatory requirements or impose upon Seven Days Ahead any obligations or duty which has not been performed, fulfilled or satisfied under the laws, of any territory outside the United Kingdom in which the Client is so resident or of which the Client is a citizen. If the Client is in any doubt about its status or compliance with the laws and regulations of any applicable territory, it is recommended to the Client to take appropriate professional advice without delay.
This Agreement may be terminated by either party at any time, by giving written notice to the other in accordance with the terms of this Agreement. This shall be subject to any outstanding commissions or fees accruing to Seven Days Ahead (including any additional expenses incurred in connection with such termination) being paid.
Seven Days Ahead will be entitled to terminate this Agreement if at any time the Client fails to make payment of any fees due and payable to Seven Days Ahead.
Seven Days Ahead may terminate this Agreement without notice and with immediate effect on the terms referred to in the preceding paragraph, in the event that the Client shall at any time do anything to jeopardise the proper and efficient running of the Website or make or permit any unauthorised access to such Website.
In the event of termination by Seven Days Ahead the Client will not be entitled to a refund of any subscription charges.
Termination of this Agreement will not affect any outstanding order or transaction or any legal rights or obligations which may have already arisen and this Agreement shall continue to apply in respect thereto. Termination shall be without effect in relation to any warranties and representations made by you under this Agreement.
16. Further provisions
(a) Entire Agreement
This Agreement and the Disclaimer document embody and set forth the entire Agreement and understanding between Seven Days Ahead and the Client with respect to the services to be provided herein. This Agreement supersedes all prior oral and written agreements, terms, understandings or arrangements relating to its subject matter.
If at any time any of the provisions set out in this Agreement (in whole or in part) is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction (including the FSA Rules and the rules and regulations of any regulatory authority) neither the legality, validity or enforceability of the remainder of such clause or the remaining clauses of this Agreement nor the legality, validity or enforceability of such clause under the law of any other jurisdiction, shall in any way be affected or impaired.
(c) Rights and Remedies
No failure or delay by Seven Days Ahead to exercise, in whole or in part, any rights under this Agreement or under any transaction shall constitute or be deemed to constitute a waiver of those rights upon that or any subsequent occasion.
The rights and remedies herein are cumulative and not exclusive of any rights or remedies provided by law. No failure to exercise or delay in exercising the same shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof.
This Agreement is binding upon the Client and its successors in title.
(e) Fees and remuneration
Time shall be of the essence in relation to the payment of fees pursuant to this Agreement.
(f) Force Majeure
Seven Days Ahead shall not be in breach of any of the provisions of this Agreement or held liable or responsible for total or partial failure of performance of its duties and obligations occasioned by any event or circumstance whatsoever not reasonably within Seven Days Ahead's control, including, without limitation, acts of God, fire, acts of government or state, any acts or regulations of any governmental or supranational bodies or authorities, strike, lock-out or other form of industrial action, war, civil commotion, insurrection, embargo, failure of any computer system, prevention from or hindrance in obtaining any raw materials, energy or other supplies, labour disputes of whatever nature or any other reason (whether or not similar in kind to any of the above), or acts of terrorism..
Seven Days Ahead shall have no liability or responsibility for any loss or damage incurred or suffered by the Client in the event of any breakdown, failure or malfunction of any telecommunications or computer services or systems.
17. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. In relation to any dispute, the Client irrevocably agrees to submit to the non-exclusive jurisdiction of the English courts.
18. Financial Services Compensation Scheme
The Financial Services Compensation scheme exists for the purpose of compensating consumers when authorised firms are unable, or likely to be unable, to satisfy claims against them. Seven Days Ahead is protected by this scheme so provided that the claimant is eligible to claim, the activity giving rise to the loss is protected by the scheme and the claimant has assigned his rights to the scheme, the Client may be eligible for a payment of compensation.
References to a "person" include a reference to any person, firm, company, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) or any one or more of the foregoing.
"Business Day" means a day (other than Saturday or Sunday) on which bank premises are open for general business in London.
"Connected Company" means (in relation to a body corporate):
(a) That body corporate's holding company;
(b) A subsidiary of the body corporate;
(c) A subsidiary of the holding company of that body corporate.