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USER AGREEMENT AND PRIVACY STATEMENT

Thames Catalyst Digital Ventures, 2021-09-21

Thames Catalyst Digital Ventures Limited provides Site Content and learning platform services, which can be accessed through personal computers, smartphones and other web-enabled devices (Services).

Thames Catalyst (TC) is a trading name and registered trade mark of the Legal Entity owning the platform. These User Terms have legal effect between you and TC providing access to the Services, no matter how you access the Services. Please read them carefully before using any of the Services.

1. Definitions:

In this User Agreement (“Agreement”) unless the context otherwise requires the following definitions apply:-

Access Code: means the information to enable you to access the Services and Site Content including a unique user id and password to authenticate your access to be provided to you.

Collection Agent: means Stripe (https://stripe.com/) or such other entity appointed by TC to collect Service Fees

Legal Entity: means Thames Catalyst Digital Ventures Limited, registered owner of the trade mark and trading name Thames Catalyst. The company is registered in England and Wales. Company registration details and contact information are provided below under Legal Entity and Trade Marks clause (33).

Service Fees: means the fee payable for the period of subscription to access the Services as set out in the Schedule. The Service Fees are calculated to be inclusive of VAT or similar in the jurisdiction in which you are tax resident.

Site Content: means learning materials, educational contents and any other informational content provided through TC’s learning platform primarily in the English language to which Access is granted to you. In the event that the Site Content is provided in a different language TC will, as an aid, use a translation carried out algorithmically using machine learning translation libraries; however this facility is not guaranteed to be completely accurate. Only the original English language version can be relied upon.

2. Legal Agreement:

By using the Services, you agree to comply with and be bound by the Agreement, and agree that you have read and understood it and the documents it refers to. If you do not agree with these, you must not access or use the Services.

3. Changes to these User Terms:

TC may post changes to these User Terms via the Services, and such changes shall be effective from the next time you use the Services. TC also reserves the right to modify, delete, add and or replace any of the terms or conditions of this Agreement at any time (“Modification”). Notice of any Modification will be posted by TC on the website. TC may send you an email notification of Modification but shall not be under any obligation so to do. Your continued use of the Services following such posting or notification constitutes acceptance of the same.

4. Ownership of Content:

TC (and / or its licensors) is the sole and exclusive owner of all rights in the Services. No title to or ownership in or proprietary rights related to the Site Content and Services is or will be transferred to you.

5. Grant of Licence:

Subject to and in accordance with this Agreement TC grants you a limited, non-exclusive, personal, revocable license to access the Services solely for your personal use. Upon payment of the Service Fee you will be provided with Access Code.

Paid and Trial Access Terms

6. Your organisation’s access:

TC provides the Services under licence to customers of TC (each, a Customer). In providing you with an account or access link, a Customer or TC may invite you to access the Services. TC may permit its Customer to grant you access provided that its Customer complies with certain restrictions and provided that its Customer remains responsible for your use and actions relating to the Services. Other terms may apply to the Services in addition to these User Terms, in particular, terms agreed between TC and your organisation.

7. Your personal access:

TC provides the Services pursuant to this Agreement for your own personal use and not for the benefit of any other person. You confirm that you are of an age where the law applicable to your location permits you to enter into and be legally bound by this Agreement. Where you are under such age your legal guardian is deemed to have agreed these terms and conditions and consented to your use of the Services.

8. Compliance with local law:

This Agreement is void where prohibited by law. In such jurisdiction there is no right of access to the Services.

9. Use by you:

You may, in the ordinary course of your studies and for your own learning purposes only, subject to the restrictions below (a) view, use and customise the material on the Services; and (b) download or print, (i) limited extracts of the material that have no independent commercial value and could not be used as a substitute for any service (or a substantial part of it) provided by TC or its affiliates or (ii) if it is your own content or (iii) if you otherwise have a valid permission to do so.

10. Disclaimer:

The Services are provided by TC to the Customer. TC makes no representations or warranties to you of any kind, express or implied, as to the operation of the Services or the information, content or materials included on the Services. Site Content is developed by TC using its reasonable skill and knowledge; however it is not warranted to be complete or free from defects. TC will continue to use its reasonable efforts to maintain Site Content as accurate as reasonably possible having regard to all applicable circumstances. You agree that you have ascertained and are satisfied that the Site Content and Services are appropriate for your personal needs and requirements. You further confirm that you are fluent in the English language or have sufficient competency to fully understand the Site Content.

11. No advice:

The Services may include self-guided courses, educational contents and case studies in topics related to mathematics, sciences, management, economics, finance, accounting, securities trading and risk management and other general information provided by TC or third parties; however, any general information provided as part of the Services is for educational purposes only, may not be suitable to real circumstances and should not be considered as a substitute for independent advice of an appropriately qualified professional.

12. Community Engagement:

You must only use the interactive parts of the Services in compliance with the Interactive Services Code of Conduct. You acknowledge that you have read and understood the Community Engagement Services Code of Conduct and the consequences of failure to comply with it.

13. Your breach:

In its sole discretion, TC may remove content or postings and/or suspend your user account and access to the Services if it believes you are using or have used the Services in breach of these User Terms or the Interactive Services Code of Conduct.

14. Privacy and cookies:

Privacy is important to TC. You agree and understand that TC may process your personal information in accordance with the TC Privacy Statement. TC uses cookies on its site in accordance with the TC Privacy Statement.

15. Payment of Service Fees:

You agree to pay all applicable Service Fees as and when due in accordance with the Schedule in respect of the period specified for access to the Services. The Collection Agent will invoice you and collect all Service Fees from you. The Schedule may be changed by TC from time to time by notice to you, however no change to the Service Fee will be made during the agreed period.

The period may be monthly, quarterly, or annual, as described in the order form. Your subscription begins upon payment of a first instalment of the Service Fee The subscription renews at the specified interval as applicable upon the payment of automatically recurring Service Fees. Monthly or annual fees are charged on the same day of the month that the subscription began. (For example, if a monthly subscription began on the 29th, 30th, or 31st day of a month, then membership will renew on the last day of any month that doesn’t have that many days.)

16. Lapsed Payment:

If payment for a subscription fails, the user account will be downgraded and granted a 7-day grace period to update the payment source. If a successful payment is not made within 7 days, the membership will be fully cancelled, and renewal will be subject to then current prices.

17. Cancellations and Refunds:

You can cancel your access to the Service at any time. If you purchase a subscription that automatically renews, you may cancel the subscription any time before the end of the current billing period and the cancellation will take effect immediately. Your entitlement to use the Service will cease upon receipt by us of your notice to cancel your access. Save for the provisions expressed to survive the parties’ obligations and entitlements under the Agreement will terminate on cancelation or other termination pursuant to this clause and / or clause 18.

18. Termination:

TC may, at any time, terminate this Agreement with or without cause upon notice to you. In the event that termination is with cause you will not be entitled to any refund. In this context “cause” includes but is not limited to any breach of the Agreement.

19. Effect of Termination:

On termination of this Agreement you will no longer have any access to Services, including but not limited to Site Content however certain provisions of this Agreement will survive termination.

20. Survival of clauses:

Notwithstanding cancellation or termination howsoever caused the following clauses of the Agreement shall survive:-

4. TC’s ownership of Site Content

23. Copyright and intellectual property protection

25. Limitation on Liability

34. Governing law and Jurisdiction

Terms Applicable to all Users

21. General restrictions:

Unless otherwise expressly permitted, you may not: (i) sell, sublicense, distribute, display, store, copy, modify, decompile or disassemble, reverse engineer, translate or transfer the Services or the materials on them in whole or in part, or as a component of any other product or service; (ii) use the Service or the materials on them to create any derivative works or competitive products; (iii) allow any third parties to access, use or benefit from the Services or materials on them in any way; (iv) use any programmatic, scripted or other mechanical means to access the Services or the materials on them; or (v) share your password or login details with anyone.

22. No reliance:

TC is not responsible for any loss, damage or cost resulting from any decisions that are made in reliance on the Services, including legal, compliance and/or risk management decisions. You agree that you use the Services at your own risk in these respects. It is agreed that only by your personal efforts and abilities will you achieve any particular qualification. The Services, used properly, are intended to assist you in that regard but are not a guarantee of examination or course success.

23. Intellectual property rights:

TC and its licensors own and reserve all intellectual property rights in the Services (including, but not limited to, all copyright), and you agree that you will not do anything to infringe or prejudice those rights. Without limitation you agree that all Site Content delivered via the Service or otherwise made available is the property of TC and is protected by copyright laws. The Software used by TC is the property of TC and is protected by copyright laws. The platform/software/algorithms are all developed and owned by TC.

24. Third Party Sites:

The Service may contain links to other independent websites which are not provided by TC. Such independent sites are not under TC’s control, and TC is not responsible for and has not checked and approved their content or their privacy policies (if any). You will need to make your own independent judgement about whether to use any such independent sites, including whether to purchase or subscribe for any products or services offered by them.

25. Limitation of Liability:

In order to keep the Service Fee low, TC’s aggregate liability howsoever caused arising from or in any way connected with the Service provided, whether to you or to any third party and whether in contract, tort or otherwise, is limited to the aggregate sum of all Service Fees paid by you. TC’s liability whether to you or to others does not in any event extend to indirect or consequential loss examples of which would include loss of profits, goodwill or opportunity, unless this is solely caused by TC’s wilful default. Where the recoverable loss may be the result of the fault of others as well as that of TC, TC are liable only for that part of the loss (if any) which is directly and solely caused by TC’s fault. Any agreement you may have reached with others does not affect the limitations and conditions of TC’s liability to you. TC is not in any event liable for any loss which is caused by the acts or omissions of others.

TC will not be responsible for any damage caused by or resulting from any computer viruses or malware. It is your responsibility to ensure that the medium upon which you access the Services is free from virus or malware.

26. Indemnity:

To the extent permitted by law, you will defend, indemnify and hold harmless TC and its respective officers, directors, agents, representatives, successors and assigns (the “TC Indemnitees”) from and against all liability and expense, including without limitation reasonable legal fees and costs, arising from any claim, suit or proceeding brought against a TC Indemnitee (i) claiming that you are in violation of any proprietary right of any third party or (ii) in connection with your violation of this Agreement.

In the event of a claim which could involve your obligation to indemnify, you shall provide TC with (i) prompt written notice of any such claim; (ii) control over the defence and settlement of such claim and (iii) proper and full information and assistance to settle or defend any such claim.

27. Non-exclusive remedies:

The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

28. No Waiver:

Except as provided expressly by this Agreement, no failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

29. Force Majeure:

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 8 weeks, the party not affected may terminate this agreement by giving 14 days' written notice to the affected party.

30. Assignment:

This Agreement is personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder without the written consent of the other Party, such consent not to be unreasonably withheld.

31. Entire Agreement:

This Agreement and the documents referred to herein contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

32. Notices:

All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice. Notices shall be deemed to have been duly given when sent, if transmitted by email, upon transmission.

33. Legal Entity and Trade Marks:

The registered name of the Legal Entity is Thames Catalyst Digital Ventures Limited. The company registration number is 06152245 (England and Wales) and the VAT registration number is GB 911705157. The registered office address is at Thames Catalyst Digital Ventures Limited, 923 Finchley Road, London, United Kingdom, NW11 7PE. The contact email address is connect@thamescatalyst.co.uk.

The trade marks, service marks, designs, and logos (collectively, the “Trade Marks”) displayed on the Site Content are the registered and unregistered trade marks of the Legal Entity. The Trade Marks are protected by various international trade mark and intellectual property rights laws.

34. Governing law:

These terms are governed by English law and may be enforced in any court of competent jurisdiction.

Thames Catalyst(TC) Privacy Statement

Your privacy is important to us at Thames Catalyst. We are registered as a data controller at the UK Information Commissioner’s Office under ZB029785. We will at all times comply with the UK General Data Protection Regulation in respect of our collecting, processing and protecting your personal data.

YOUR PRIVACY

Under data protection legislation, TC are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in the Privacy Notice below and it is important that you read that information. Please be aware that internet transmissions are never completely private or secure and that any message or information sent or any use of the Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

1. DATA PRIVACY

Data Protection Legislation. TC will at all times comply with the Data Protection Legislation in respect of its processing of Personally Identifiable Information.

Role of TC. The parties acknowledge that, in relation to any Service, TC may process Personally Identifiable Information as Processor and/or Controller or (where TC does not process Personally Identifiable Information in the context of that Service) as neither Controller nor Processor.

Use of PII. TC may process Personally Identifiable Information for the purpose of or in connection with: (i) carrying out relevant diligence and administrative tasks prior to the provision of the Services; (ii) providing the Services; (iii) as permitted or in accordance with law (the "Purposes").

TC as Processor. To the extent that TC processes Personal Data pursuant to this Agreement, it shall do so in compliance with Data Protection Legislation.

2. DEFINITIONS

Capitalised terms which are used but not defined in this Schedule shall have the meaning given to them in the User Agreement.

Personal Data – means PII made available or uploaded into the Services by, or on behalf of, you, and processed by TC in connection with this Agreement.

Controller - means a data controller or controller (as such term is defined in Data Protection Legislation).

Data Protection Legislation – the following legislation to the extent applicable from time to time: (a) national laws implementing the Data Protection Directive (95/46/EC) (b) the GDPR; and (c) any other similar national privacy law.

GDPR - the General Data Protection Regulation (2016/679).

Personally Identifiable Information or PII - personal data (as such term is defined in Data Protection Legislation) processed as part of the Services or in connection with this Agreement.

Processor - means a data processor or processor (as such term is defined in Data Protection Legislation) that processes Personal Data.

Code of Conduct - Interactive Services

This Code of Conduct applies to users of any TC Interactive Services and survives cancellation or termination of the User Agreement.

"Interactive Services" means features such as instant messaging, chat rooms, forums, polls or bulletin boards or those that allow users to contribute content and/or interactivity between users (whether accessed independently or embedded in another product/offering).

1. If you do not comply with this Code of Conduct, TC may suspend or terminate your access to the Interactive Services. TC may also seek recourse, including financial recourse, against you in the event of a breach, and may inform your Administrator and/or employer. In some cases, breach of this Code of Conduct may mean you are committing an offence.

You must follow any applicable laws, regulations or market conventions.

2. You are responsible for obtaining and maintaining all necessary consents and licenses necessary to receive or use the Service.

3. You must not transmit, encourage or undertake the following in relation to the Interactive Services:

threatening, abusive, defamatory, illegal, obscene or otherwise objectionable material or behaviour;

advertising or marketing material or spam;

chain mails, malicious software code or any bulky or disruptive attachments or graphics of a nature which may cause problems to other users;

infringement of another's privacy or confidentiality;

a security breach or network security risk;

use of a false name or details, misrepresent your role or who you work for or otherwise deceive TC or other users; or

sharing of your password or account.

4. You agree to inform TC, using any 'Contact Us' button of any security issues which may affect other users or which may affect the Interactive Services.

5. If you have problems with the Interactive Services, including service quality or someone's behaviour over the Interactive Services, please contact TC or your organisation's support staff in the first instance. TC will investigate complaints raised by them.

6. TC does not routinely monitor, verify, act as editor or represent the accuracy of, any material on or sent via Interactive Features, nor does TC accept any liability for such material. Comments and opinions submitted are those of the individual users. Your reliance on any such material is at your own risk and you are solely responsible for the information you submit via the Interactive Services.

7. You own all of the information you post on the Interactive Services (subject to any confidentiality or intellectual property terms that exist between you and your employer). To the extent any information you post is covered by intellectual property rights ("IP content") you give TC permission to use such IP content in connection with the Interactive Services. TC will be under no obligation to remove or edit the information you post on the Interactive Services.

8. TC accepts no responsibility for how any information you post on the Interactive Services is used by other users of the Interactive Services.

9. You will not post information or distribute information that infringes another person’s copyright, intellectual property rights or otherwise violates law.

10. Your organisation will be responsible for all compliance obligations with respect to material sent via Interactive Services (except to the extent your organisation has contracted TC to manage logging and archiving of such material).



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