END USER LICENSE AGREEMENT

These terms and conditions (“Terms”) constitute a legal agreement between you (“Licensee”, "you", "your", "user") and Benchmark Capital Limited, a company registered in England and Wales with the company registration number [09404621] and having its registered address at Holmwood House Broadlands Business Campus, Langhurstwood Road, Horsham, West Sussex, RH12 4QP (“Licensor”, “us”, “our”, "we"), to the exclusion of any other party (including any application distribution channel or platform).

THESE TERMS SET OUT THE BASIS ON WHICH YOU MAY ACCESS THE CLIENT PORTAL VIA WWW.WEALTHPLATFORM.COM OR THE APPLICATION ("THE CLIENT PORTAL"). YOU MAY BE REQUIRED TO COMPLY WITH APPLICABLE THIRD-PARTY TERMS OF AGREEMENT WHEN USING AN APPLICATION INSTANCE OF THE CLIENT PORTAL. PLEASE READ THESE TERMS CAREFULLY AND ENSURE THAT YOU HAVE UNDERSTOOD THEM. BY CLICKING ON THE BUTTON MARKED "I AGREE", YOU WARRANT THAT YOU UNDERSTAND AND ACCEPT THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE CEASE USE OF THE CLIENT PORTAL IMMEDIATELY.

WE ACKNOWLEDGE, AND YOU AGREE, THAT WE ARE SOLELY RESPONSIBLE FOR THE CLIENT PORTAL AND THE CONTENT THEREOF. THESE TERMS ARE NOT INTENDED TO CONFLICT WITH THE USAGE RULES OR TERMS OF ANY APPLICATION DISTRIBUTION CHANNEL OR PLATFORM, WHERE RELEVANT.

YOU ARE ADVISED TO PRINT AND RETAIN A COPY OF THESE TERMS FOR YOUR FUTURE REFERENCE.

IMPORTANT: We host the Client Portal for the benefit of your Adviser to facilitate their management of your information and Documentation as part of the financial management services the Adviser has agreed to provide to you pursuant to your Adviser Agreement.

By uploading information to the Client Portal, you are submitting such information to us and our service providers for the purpose of making it available to you and your Adviser. Consequently, you understand that any information or Documentation made available by or to you through the Client Portal can be viewed by us and your Adviser. Your Adviser may make investment decisions based on your information included on the Client Portal.

AGREED TERMS

DEFINITIONS
1. For purposes of these Terms, the following meanings shall be attributed to these defined terms:
  
  "Account" means your individual Login Details, permitting access and Use of the Client Portal through the Client Portal;
  
  "Adviser" means the financial adviser engaged by you for the provision of financial investment advice and which is a licensee of the Client Portal supplied by us;
  
  "Adviser Accounts" means the savings, investment or other financial accounts (e.g. Individual Savings Account (ISA) or General Investment Account (GIA)) provided and/or managed by your Adviser pursuant to your Adviser Agreement;
  
  "Adviser Agreement" means the agreement between you and your Adviser for the provision of financial management advice;
  
  "Adviser Charges" means the charges payable by you under your Adviser Agreement;
  
  “Applicable Laws” means all laws, regulations, regulatory requirements and codes of practice applicable to either party or to the existence or operation of these Terms from time to time.
  
  “Business Day” means any day which is not a Saturday, a Sunday or a public holiday in England;
  
  “Business Hours” means 9 am to 5.30 pm on a Business Day;
  
  "Content" means any and all images, video, audio, text, photos, data, documents, and any other information or other material whatsoever (in any format) uploaded to or otherwise submitted by you through the Client Portal;
  
  “Confidential Information” means all information of a confidential nature, whether created before or after the date of these Terms, whatever its format, and whether or not marked “confidential”, but not including information which is or comes into the public domain through no fault of the other party, was already lawfully in the other party’s possession or comes into the other party’s possession without breach of any third party’s confidentiality obligation to the disclosing party, or is independently developed by or on behalf of the other party;
  
  “Control” has the meaning given to it in section 1124 of the Corporation Tax Act 2010;
  
  “Documentation” means transactional documents, valuations of your investments, terms and conditions and such other documents, transactions and investments relating to the Client Portal account;
  
  “Force Majeure Event” means an event beyond our reasonable control which is not attributable to our fault or negligence, including fire, storm, flood, earthquake, accident, adverse weather conditions, explosions, Acts of God, terrorism or the threat thereof, nuclear, chemical or biological contamination, compliance with any law, governmental controls, war, restrictions or prohibitions, local or national emergency strikes, lock-outs, industrial action or employment disputes (but not in relation to our workforce claiming that an Event of Force Majeure has taken place), protests, public disorder, traffic congestion, accident, breakdown, vandalism, interruptions in communications or power supply, expropriation or confiscation of facilities, shortages of materials or supplies, failure or shortage of fuel or transport, introduction of previously unrecognised malicious code or viruses, failure or malfunction of computer systems or utility services, pandemic or epidemics, or any other event or circumstance outside of our control;
  
  "Intellectual Property Rights" means all copyright and related and neighbouring rights, database rights, rights in computer software and instructional materials and semiconductor topographies, design rights (whether registered or unregistered), patents, patent applications, the right to claim priority from and/or file divisional applications in respect of a patent or patent application, rights to inventions, trade marks and get-up, goodwill and the right to sue for passing off and unfair competition, moral rights, domain names, applications for and the right to apply for any of the above and any other intellectual or industrial property rights or equivalent forms of protection, whether or not registered or capable of registration, and all renewals and extensions of such rights, which subsist now or will subsist in the future in any part of the world;
  
  "Login Details" means your unique username and password provided to you to access the Client Portal;
  
  "Network" means the electronic communications network used by us to provide the Client Portal;
  
  "Permissions" means, in relation to the Client Portal, the level of functionality granted by your Adviser to you, which may be increased, decreased or withdrawn at any time;
  
  "Profile" means the information held by us in relation to you, such information having been submitted at the time of registration with the Client Portal;
  
  "Use" means having access to the Client Portal (or part thereof) for your own personal use, as part of the services and advice provided to you by your Adviser pursuant to the Adviser Agreement and/or for purposes of receiving, viewing and downloading your Documentation.
2. In these Terms, unless otherwise specified, any reference to:
  
  (a) a document is a reference to the document as from time to time supplemented or varied; and
  
  (b) writing includes electronic mail.
3. In these Terms, the words include, including, includes and such as are to be construed as if they were immediately followed by the words “without limitation”.
GRANT OF LICENCE
1. Subject to your compliance with these Terms, we hereby grant you a non-exclusive, non-transferable, non-sublicensable licence to:
  1. access and view the Documentation via the Client Portal for your own personal and non-commercial use;
  2. download and print a reasonable number of copies of any Documentation obtained through the Client Portal;
  3. use and store (online or offline) any electronic or paper copies of the Documentation downloaded or otherwise obtained by you through the Client Portal for your own personal and non-commercial purposes;
  4. where relevant in respect of an iOS application instance of the Client Portal, use the Client Portal on any Apple-branded products that you own or control and as permitted by the Usage Rules as defined set forth in the Apple Media Services Terms and Conditions, provided that such application instance of the Client Portal may be accessed, acquired, and used by other accounts associated with you via Family Sharing, volume purchasing, or Legacy Contacts (as defined in the relevant Apple Terms and Conditions).
2. Your access to and use of the Client Portal is at your Adviser’s sole discretion. Upon being granted access to the Client Portal by your Adviser, your Login Details will be sent by your Adviser.
3. You acknowledge that certain features and functionality of the Client Portal may not be available to you, and that access to the Client Portal is managed by your Adviser, who shall decide upon your Permissions.
4. Notwithstanding the foregoing, we have the sole and absolute discretion to reject or remove any of the Content uploaded to or submitted through the Client Portal by you.
PAYMENTS
1. If your Adviser has provided you with and/or manages Adviser Accounts on your behalf and subject to your applicable Permission level, you may be able to view certain details relating to your Adviser Accounts via the Client Portal and make payments into your Adviser Accounts through the Client Portal by clicking on the "Add Money" button. You acknowledge and agree that we are not the provider or manager of your Adviser Accounts and that your ability to make payments into your Adviser Accounts through the Client Portal may be restricted by the relevant rules and restrictions governing your Adviser Accounts generally and in force from time to time, together with your own provider or manager’s terms and conditions.
2. We use third party payment processors to process any payments made by you to your Adviser Accounts via the Client Portal. Prior to making any payment, you may be required to register and hold an account with our payment processor. Any payments to your Adviser Accounts through our payment processor will be subject to our payment processor’s terms and conditions.
3. On completion of your payment, you will be sent an e-mail confirming payment has been made. We do not warrant, represent or guarantee that payments to your intended Adviser Accounts will be completed within a certain period of time. You are responsible for checking with your Adviser to ensure your payments have reached their intended destination.
4. We further reserve the right to impose charges in respect of certain features and functionality of the Client Portal. The amount of such charges and the payment terms shall be as detailed on the Client Portal or in these Terms from time to time.
5. Nothing in these Terms shall operate to prevent your obligation to pay Adviser Charges in accordance with the Adviser Agreement.
USER OBLIGATIONS
1. You agree that you are solely responsible and liable for all activities exercised in using your Login Details or Profile, and shall keep your username and password credentials used to access the Client Portal secure and confidential.
2. You shall notify us immediately in the event of a breach of security or any unauthorised use of your Login Details or Profile.
3. In addition to these Terms, you shall comply with all instructions from us and our policies in respect of your Use of the Client Portal.
4. You shall co-operate with any reasonable security or other checks or requests for information by us from time to time.
5. You shall use the Documentation made available to you and any equipment used to access the Client Portal at your own risk.
USER RESTRICTIONS
1. In using the Client Portal, you acknowledge and agree that you shall not submit Content through the Client Portal that may reasonably be deemed to:
  
  (a) be illegal, inappropriate, offensive in any way;
  
  (b) promote racism, bigotry, hatred or physical harm of any kind against any group or individual;
  
  (c) harass or advocate harassment of another person;
  
  (d) display pornographic or sexually explicit material;
  
  (e) promote any conduct that is abusive, threatening, obscene, defamatory or libellous;
  
  (f) promote any illegal activities;
  
  (g) provide instructional information about illegal activities, including violating someone else’s privacy or providing or creating computer viruses;
  
  (h) promote or contain information that you know or believe to be inaccurate, false or misleading;
  
  (i) engage in the promotion of contests, sweepstakes and pyramid schemes, without our prior written consent;
  
  (j) contain any virus or other thing or device which may prevent, impair or otherwise adversely affect the operation of the Client Portal;
  
  (k) infringe any intellectual property rights or any other proprietary rights of any third party.
2. You shall not, directly or indirectly:
  
  (a) use Login Details and/or your Profile with the intent of impersonating another person;
  
  (b) allow any other person, including your Adviser, to use your Login Details and/or Profile;
  
  (c) do anything likely to impair, interfere with, damage or cause harm or distress to any persons using the Client Portal;
  
  (d) not send unsolicited communications (also referred to as "SPAM", "SPIM" or "SPIT") or any communication not permitted by Applicable Law or use the Client Portal for the purposes of phishing or pharming or impersonating or misrepresenting affiliation with another person or entity;
  
  (e) use the Client Portal or the Content therein and/or do anything that will infringe any Intellectual Property Right or other rights of any third parties;
  
  (f) not intercept or monitor, damage or modify any communication which is not intended for you;
  
  (g) misuse the Client Portal in any way, including knowingly introducing viruses or other material which is malicious or technologically harmful, nor attack the Client Portal via a denial-of-service attack or a distributed denial-of-service attack;
  
  (h) attempt to gain unauthorised access to the Client Portal, the server on which the Client Portal is stored or any server, computer or database connected to the Client Portal;
  
  (i) attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any technological copy protection or other security features designed to prevent unauthorised use of the Client Portal;
  
  (j) submit/upload to the Client Portal any Content that may reasonably be deemed to be offensive, illegal, inappropriate or in any way.
OUR OBLIGATIONS
1. We shall use reasonable endeavours to make the Client Portal available to you at all times, but you acknowledge, agree and accept that some such interruptions may not be avoidable, and that we cannot guarantee an uninterrupted or fault free service.
2. We do not control the Network and the Network may be upgraded, modified, subject to maintenance work or otherwise, from time to time. If the Client Portal becomes temporarily unavailable, we shall take reasonable action to minimise the disruption caused by such circumstances.
3. We reserve the right to make changes to the Client Portal or part thereof, from time to time at our sole discretion, and may from time to time update, add, remove, modify and/or vary any elements of features and functionalities of the Client Portal.
4. We shall have appropriate industry standard security measures in place to protect against the loss, misuse and alteration of the information, data, Content and Documentation under our control, however, you acknowledge and agree that we cannot guarantee complete security of such information, data, Content or Documentation or that our security measures will prevent hacks, worms, bugs, trojans or such other similar devices that may allow access to or unauthorised viewing of such information, data, Content and Documentation.
  
  We shall provide and shall be solely responsible for providing any maintenance and support services with respect to the Client Portal, as specified in these Terms, or as required under applicable law. You acknowledge and we agree that any relevant application distribution channel or platform (including, for example, Apple) has no obligation whatsoever to furnish any maintenance and support services with respect to the Client Platform.
5. We may temporarily suspend or block access to the Client Portal (in whole or in part), without notice to you in order to prevent any unlawful use of the Client Portal, or if we determine that the Client Portal is being used (by you or any other person) in breach of Applicable Laws, or required in response to an order or direction of any court of law or governmental or regulatory agency.
6. We may report any misuse of the Client Portal to the relevant law enforcement authorities and, if such discretion is exercised to report, we will co-operate with those authorities by disclosing your identity to them.
INTELLECTUAL PROPERTY RIGHTS
1. We and our licensors and service providers own all rights in the Intellectual Property Rights relating to the Client Portal. We reserve and shall retain our entire right, title, and interest in and to the Client Portal and all Intellectual Property Rights arising out of or relating to the Client Portal, except as expressly granted to you in these Terms.
2. You acknowledge and agree that the Client Portal and Documentation are provided under license, and not sold, to you. You do not acquire any ownership interest in the Client Portal or Documentation under these Terms, or any other rights thereto, other than to use the same in accordance with the licence granted and subject to all terms, conditions, and restrictions under these Terms. You are expressly prohibited from reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any part of the Client Portal or Documentation, and removing, modifying, altering or using any registered or unregistered marks/logos/design owned by us and/or our licensors and service providers, and doing anything which may be seen to take unfair advantage of our reputation and goodwill or could be considered an infringement of any of the rights in the Intellectual Property Rights owned by and/or licensed to us.
3. You hereby grant us a non-exclusive, perpetual, irrevocable, worldwide licence to use the Content uploaded by you for the purpose of providing you with the Client Portal and performing our obligations under these Terms.
4. You hereby grant your Adviser a non-exclusive, perpetual, irrevocable, worldwide licence to use the Content uploaded by you to the Client Portal for the purpose of your Adviser performing their obligations to you in accordance with the terms of your Adviser Agreement.
5. You agree to safeguard your access to the Client Portal and all Documentation (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You shall promptly notify us if you become aware of any infringement of our, or our licensors’ or service providers’, Intellectual Property Rights in the Client Portal and fully cooperate with us in any legal action taken by us to enforce such Intellectual Property Rights.
6. You warrant and represent that you own or are licensed to use any and all the Intellectual Property Rights in any Content that you upload to, transmit or otherwise make available through the Client Portal. You hereby indemnify us against all direct damages, losses, costs and expenses (including reasonable legal expenses) incurred by us arising out of or in connection with your breach of this warranty.
7. In respect of an iOS application instance of the Client Portal, you and we agree that in the event of any third-party claim that the iOS application instance of the Client Portal or your possession and use thereof infringes that third party’s Intellectual Property Rights, we, not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such Intellectual Property Rights infringement claim.
WARRANTIES AND EXCLUSIONS
1. You hereby warrant and represent that:
  
  (a) you are of legal age to enter into a binding agreement;
  
  (b) if you are a corporation, governmental organisation, or other legal entity, you have the right, power and authority to enter into and be bound by these Terms, including having an existing Adviser Agreement in place;
  
  (c) you are not located in a region that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” region;
  
  (d) you are not listed on any U.S. Government list of prohibited or restricted parties;
  
  (e) you shall comply with all Applicable Laws regarding the use of the Client Portal, and agree that you are liable to us and indemnify us for any breach of the above warranties.
2. We do not verify and do not have any control in respect of any Content. We do not warrant or guarantee the accuracy, correctness, reliability, suitability or at all in respect of any Content or any other information made available to you through your use of the Client Portal. If you so intend to use and/or rely upon any Content or any other information made available to you through your use of the Client Portal, you do so at your own risk and liability.
3. Depending on your Permission level, the Client Portal may enable you to update and manage your personal and investment related information in order to assist your Adviser in making more informed investment decisions on your behalf. You warrant and represent that the information provided by you shall be correct, complete, accurate and up to date. In the event your information is incorrect, incomplete, inaccurate or out of date, then you must immediately take all necessary steps to rectify such information, including informing your Adviser. We shall not be liable to you for any losses, damages, costs or expenses suffered or incurred by you arising out of or in connection with any inaccurate or out of date information submitted through the Client Portal.
4. Links to third party websites may appear on the Client Portal from time to time. Such third party websites are not our responsibility and we accept no liability for the availability, suitability, reliability or content of such third party websites and third party software.
5. All warranties, representations, guarantees, conditions and terms other than those expressly set out herein whether express or implied by statute, common law, trade usage or otherwise, and whether written or oral are hereby expressly excluded to the fullest extent permissible by Applicable Laws. Consequently all information, advice, suggestions and recommendations made available to you are provided to you on an "as is" basis.
6. Subject to Clause 8.5, we are solely responsible for any product warranties, whether express or implied by Applicable Laws, to the extent not effectively disclaimed.
7. Subject to Clauses 8.5 and 8.6, in the event of any failure of the Client Platform to conform to any applicable warranty, where you are making use of an iOS application instance of the Client Portal, you may notify Apple, and Apple will refund the purchase price for the iOS application instance of the Client Portal to you. To the maximum extent permitted by Applicable Laws, Apple will have no other warranty obligation whatsoever with respect to the Client Platform, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our sole responsibility.
LIMITATION OF LIABILITY
1. Subject to Clause 9.3, our liability under or in connection with these Terms and your use of the Client Portal, whether arising from contract, negligence or otherwise, shall be limited to £100 in total.
2. Subject to Clause 9.3, neither we nor any of our licensors or third party service providers, shall be liable for:
  
  (a) any indirect or consequential loss;
  
  (b) use, interruption, delay, or inability to use or access the Client Portal;
  
  (c) loss incurred or suffered by you in connection with any distributed denial-of-service attack viruses, bugs, flaws, errors or inconsistencies arising in the Client Portal;
  
  (d) loss incurred or suffered by you in connection with any reliance on Content submitted and shared with you via the Client Portal;
  
  (e) any links to third party websites that may appear on the Client Portal from time to time, nor the availability, suitability, reliability or content of such third party website and third party software.
3. The exclusions and limitation of liability set out in this Clause 9 do not apply to:
  
  (a) liability arising from death or injury to persons caused by negligence;
  
  (b) any liability arising from our repudiatory breach, wilful misconduct or abandonment of these Terms;
  
  (c) anything else which cannot be excluded or limited by Applicable Laws, to which no limit applies.
INFORMATION
1. We may, directly or indirectly through third party service providers, collect and store information regarding use of the Client Portal and about equipment on which the Client Portal is installed or through which it otherwise is accessed and used, by means of:
  
  (a) providing maintenance and support services;
  
  (b) security measures included in the Client Portal as described in Clause 6.4.
2. You agree that we may use such information for any purpose related to any use of the Client Portal by you, including but not limited to:
  
  (a) improving the performance of the Client Portal or developing updates;
  
  (b) verifying compliance with the terms of these Terms and enforcing our rights, including all Intellectual Property Rights in and to the Client Portal.
DATA PROTECTION
1. You shall ensure that your use of the Client Portal is compliant with all relevant Applicable Laws, regulations and policies relating to data protection.
2. To the extent that any Content contains information that relates to an identified or identifiable individual, you shall ensure that you are entitled to transfer such information to us so that we may lawfully process it for the purpose of performing our obligations under these Terms and that the relevant third parties have given their consent to processing of the information in accordance with these Terms.
PRIVACY POLICY
1. We enforce a strict privacy policy which is available here. The terms of the privacy policy form part of these Terms and you agree to be bound by it.
TERM AND TERMINATION
1. We may disable your username and passwords, suspend your access to the Client Portal or terminate these Terms without cause by giving you seven (7) days written notice of termination.
2. We may disable your username and passwords, suspend your access to the Client Portal or terminate these Terms immediately in the event that either:
  
  (a) you commit a breach of these Terms;
  
  (b) we believe you have provided us with any false, inaccurate or misleading information;
  
  (c) we believe that you are not acting in your own personal capacity;
  
  (d) we believe that there has been fraudulent use, misuse or abuse of the features or functionalities of the Client Portal pursuant to the Computer Misuse Act 1990;
  
  (e) the agreement between us and your Adviser is terminated for any reason;
  
  (f) your access to the Client Portal is withdrawn by your Adviser;
  
  (g) your Adviser Agreement is terminated by the Adviser for any reason;
  
  (h) third party services and network providers cease to make the third party service or network available to us.
3. You may terminate these Terms by giving written notice of termination to your Adviser or us at the contact details provided in Clause 17.
4. Upon termination of these Terms in accordance with this Clause 13, the licencegranted hereunder shall also terminate, and you shall immediately cease accessing and/or Using the Client Portal.
5. Termination shall be without prejudice to any other rights or remedies we may have and we reserves all rights not expressly granted to you.
FORCE MAJEURE
1. We will not be liable for (i) any delay in performing; or (ii) a failure to perform, any of our obligations under these Terms to the extent that the failure is directly caused by a Force Majeure Event, provided that we:
  
  (a) take all reasonable steps to prevent and avoid the Force Majeure Event;
  
  (b) perform our obligations to the best level reasonably achievable in the circumstances of the Force Majeure Event;
  
  (c) take all reasonable steps to overcome and mitigate the effects of the Force Majeure Event as soon as reasonably practicable, including actively managing any problems caused or contributed to by third parties and liaising with them;
  
  (d) on becoming aware of the Force Majeure Event, give reasonable written notice to you that something has happened which is a Force Majeure Event, giving details of the Force Majeure Event, together with a reasonable estimate of the period during which the Force Majeure Event shall continue;
  
  (e) tell you when the Force Majeure Event has stopped.
2. Our obligations under these Terms will be suspended and extended for the duration of the Force Majeure Event. Where the Force Majeure Event affects your ability to access the Client Portal, we will rectify this as soon as reasonably possible after the Force Majeure Event is over.
GENERAL
1. In respect of an iOS application instance of the Client Portal, you acknowledge and we agree that we, not Apple, are responsible for addressing any claims of yours or any third party relating to the iOS application instance of the Client Portal or your possession and/or use thereof, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS application instance of the Client Platform fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, including in connection with the iOS application instance of the Client Platform’s use of the HealthKit and HomeKit frameworks. These Terms in no way limit our liability to you beyond what is permitted by Applicable laws.
2. We shall be entitled to assign the benefit or novate the benefit and the burden of all or any of our rights under any part of these Terms to a third party. We shall give written notice of any assignment or transfer in this regard to you and shall ensure that the transfer will not affect your rights under these Terms.
3. You shall not assign, transfer, sub-contract, charge, create a trust over or otherwise deal in your rights or obligations under these Terms (or purport to do so), without the prior written consent from us which we may withhold in our absolute discretion.
4. If any provision of these Terms is held by any court of competent jurisdiction to be illegal, invalid or unenforceable in whole or part under any law of any jurisdiction, such term (or part thereof, as applicable) shall, to the extent it is severable from the remaining terms, be deemed omitted from these Terms and shall not affect the legality, validity or enforceability of the remaining terms.
5. No failure or delay by either party to exercise any right or remedy under these Terms shall be construed as a waiver of that right or remedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy. No waiver by either party of any breach of these Terms by the other shall be considered as a waiver of a preceding or subsequent breach.
6. These Terms and any documents referred to in it represent the entire terms agreed between us in relation to its subject matter and shall supersede and extinguish any prior contract or arrangement of any nature whether or not in writing between the parties relating to its subject matter.
7. Each party acknowledges and agrees that in entering into these Terms on the terms set out in these Terms it is not relying upon (and shall have no remedy in respect of) any statement, representation, warranty, promise or assurance made or given by any other party or any other person (whether negligently or innocently made), whether or not in writing, at any time prior to the date of these Terms which is not expressly set out in these Terms or the documents referred to in it. Each party acknowledges and agrees that the only remedy available to it for breach of these Terms shall be for breach of contract under the terms of these Terms. Nothing in this Clause 15.5 shall operate to limit or exclude any liability for fraud.
8. Except as expressly provided under these Terms, rights and remedies expressly conferred by these Terms are cumulative and additional to any other rights or remedies a party may have.
9. Subject to Clause 15.9, the parties do not intend that any third party has the right to enforce any provision of these Terms by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise by any person who is not a party to these Terms.
10. Where an iOS application instance of the Client Portal is relevant, Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms. Upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
11. We may vary or amend these Terms by giving reasonable notice to you. No variation of these Terms otherwise shall be effective. By continuing to use the Client Portal after expiry of the notice period, you will be deemed to have accepted any amendment to these Terms.
GOVERNING LAW

These Terms, and any non-contractual obligations arising out of or in connection with it, shall be governed by the laws of England and each party agrees to submit any dispute which may arise out of, under, or in connection with these Terms to the exclusive jurisdiction of the courts of England.
CONTACT DETAILS

Please direct any queries, complaints or claims in respect of the Client Platform or these Terms (preferably by email) to:

Benchmark Capital Limited

Address:

Holmwood House Broadlands Business Campus
Langhurstwood Road
Horsham
West Sussex
RH12 4QP

Email address: customerservices@benchmarkcapital.co.uk

END USER LICENSE AGREEMENT

AGREED TERMS

DEFINITIONS

GRANT OF LICENCE

PAYMENTS

USER OBLIGATIONS

USER RESTRICTIONS

OUR OBLIGATIONS

INTELLECTUAL PROPERTY RIGHTS

WARRANTIES AND EXCLUSIONS

LIMITATION OF LIABILITY

INFORMATION

DATA PROTECTION

PRIVACY POLICY

TERM AND TERMINATION

FORCE MAJEURE

GENERAL

GOVERNING LAW

CONTACT DETAILS