Research portal terms of use

Peel Hunt LLP (“Peel Hunt”) Research Portal Terms of Use

Introduction

1. The Peel Hunt Research Portal is an electronic service allowing you to access and review research reports of Peel Hunt (the "Service").

2. Use of the Service will be governed by:

2.1 these Terms of Use;

2.2 the Professional Client Terms of Business and/or the Eligible Counter Party Terms of Business (as applicable) (the "Terms of Business") which have already been supplied to and approved by you; and

2.3 the rules, guidance, practices and customs of any applicable relevant regulatory authority (the "Regulatory Terms and Conditions"). In the event of any conflict between (i) these Terms of Use and/or (ii) the Regulatory Terms and Conditions, the Regulatory Terms and Conditions will prevail.

3. These Terms of Use are additional to the Terms of Business (which govern the orders and trades you make through the Service) and describe your access to and the availability of the Service, together with password and security obligations.

4. Following your firm's request to use the Service, Peel Hunt advised your firm during the set-phase that first use of the Service will constitute acceptance of these Terms of Use (as amended from time to time) on behalf of your firm. For the avoidance of doubt, use of the Service will not expose the individual first accepting the Terms of Use to any personal liability.

Definitions and Interpretations

5. In these Terms of Use references to "you" or "your" shall (unless the context otherwise requires) be deemed to mean your firm and the following words and expressions shall (unless the context otherwise requires) have the following meanings:

"Execution Venue" means any exchange, market, multilateral trading facility or other facility on or through whose facilities relevant instruments are bought and sold and their clearing house or settlement system (as applicable)

“FCA” means the Financial Conduct Authority; and

"Peel Hunt Affiliates" means Peel Hunt's affiliates from time to time, including, without limitation, Peel Hunt Holdings Limited and Peel Hunt Inc.

Scope of the Service

6. Peel Hunt will make the Service available for such relevant instruments as it, in its absolute discretion determines from time to time.

Availability of the Service

7. Access to the Service will be at Peel Hunt's absolute discretion and while Peel Hunt will use reasonable endeavours to make the Service available to you during normal trading hours on any business day in London insofar as the same is within its reasonable control, Peel Hunt gives no assurance that the Service or any part thereof will be available to you at any time or times or that your access to and use of the Service will be uninterrupted or error free.

8. The Service is not intended for and should not be used by you for the purposes of creating any algorithms or automated systems generating information on investment strategies unless this has been approved by Peel Hunt in advance.

Regulatory

9. Peel Hunt is a member of the London Stock Exchange and is authorised and regulated by the Financial Conduct Authority (“FCA”).

10. This Research Portal is for information purposes only. It should not be regarded as invitation or inducement to engage in investment activity (i.e. a financial promotion) as defined in section 21 of the UK Financial Services and Markets Act 2000 (“FSMA”) and the information contained on this Research Portal is not intended to be an offer to buy or sell securities. However, any information on the Research Portal which is a financial promotion as defined in section 21 of FSMA has been approved by Peel Hunt (which is an FCA authorised firm).

11. We are primarily an institutional broker. The investments and investment services described on this Research Portal may not be suitable for all investors. It is your responsibility to ensure that you fully understand the investments and investment services described on this Research Portal and all the risks involved. You should seek your own independent professional advice as to the suitability of any such investment or service and the risks involved before you enter into any transaction.

12. Before publishing any research recommendation, Peel Hunt and its associates, employees and/or clients may have acted upon the recommendation or made use of the information on which it is based. Peel Hunt , its associates, employees and/or clients may own or have a position in securities referred to on this Research Portal or may have provided advice or investment services in relation to any such security.

13. Nothing on this Research Portal is intended to exclude or restrict any duty or liability which we may have under FSMA (or any subsequent amending or replacement legislation) or the rules and regulations for the conduct of business made thereunder..

Access to the Service

14. By using the Service you confirm that:

14.1 you are responsible for, will supply and maintain the security of such services and equipment as is necessary to connect to the Service and you will comply with any technical specifications and instructions for accessing the Service issued or prescribed by Peel Hunt; and

14.2 you will not, without the prior written consent of Peel Hunt, permit any other person (other than your firm's properly authorised officers and employees) to view or use the Service.

You will follow all guidelines for use of and access to the Service as may be notified to you by Peel Hunt or the Peel Hunt Affiliates either orally or in writing from time to time.

15. You have been given requisite training in the use of the Service. In the event that Peel Hunt decides, in its discretion, to provide any training or assistance such training or assistance will be provided at your sole risk.

Obligations

16. Peel Hunt is entitled to assume that your access of the Research Portal is duly authorised by your firm and that Peel Hunt is under no duty of inquiry regarding your capacity for such access and you will be viewed as having the authority to bind your firm.

17. To the extent legally possible, Peel Hunt reserves the right to draw any misuse of this Research Portal to the attention of any applicable governing or regulatory body.

18. It will be your responsibility to ensure that any use of the Service complies with the Financial Services and Markets Act 2000 and the rules and guidance of the FCA, including, without limitation, the Code of Market Conduct and all other applicable legislation, rules and practices.

Services provided as is

19. Your use of the Service is at your sole risk. Neither Peel Hunt nor any Peel Hunt Affiliate nor any of its or their directors, members, officers, employees, agents, contractors, and their affiliates make any warranty as to the results that may be obtained from the use of the Service or as to the timeliness, sequence, accuracy, completeness, reliability or content of any information provided through the Service. The Service is provided on an "as is" and an "as available" basis without warranties of any kind, either express or implied, including, without limitation, those of information access, merchantability and fitness for a particular purpose.

20. By entering the Research Portal, you acknowledge and agree that the use of the Research Portal is at your own risk and to the extent permissible by applicable law, in no circumstances, including (but not limited to) negligence, shall we be liable for any direct, indirect, incidental, special, consequential, or punitive damages, losses, costs or expenses nor for any loss of profit that results from the use of, or inability to use this Research Portal or any material on any Research Portal linked to this Research Portal (including but not limited to any viruses or any other errors or defects or failures in computer transmissions or network communications) even if we have been advised of the possibility of such damage. In addition, no liability can be accepted by us in respect of any changes made to the content of this Research Portal by unauthorised third parties. All express or implied warranties or representations are excluded to the fullest extent permissible by law. We do not warrant that this Research Portal does not infringe any intellectual property rights of third parties.

21. To the extent you do so and such download is not governed by bespoke terms, any software is downloaded at your own risk. If you are in any doubt as to the suitability of the software to be downloaded for your computer it is recommended that you obtain specialist advice before downloading it.

22. We are not responsible for any third party research or information that is provided on this Research Portal and we exclude all warranties and all liability for any loss or damage you incur as a result of your use of such research or information, to the maximum extent permitted by law. We will not be responsible for the content of any third party research or information nor for compliance of the same with any laws or regulations.

23. Nothing on this Research Portal shall be deemed to constitute financial or other professional advice in any way. If any advice or guidance is required on our products or services, please contact us as directed on this Research Portal.

Investment Advisor

24. If you are using the Service to allow your firm to act as agent (for example, acting as an investment advisor or investment manager), you represent and warrant, as of the date hereof and as of each time you place an order with Peel Hunt:

24.1 you are authorised by your customers to access the Service with Peel Hunt;

24.2 you are complying with all applicable laws, rules, regulations and investment guidelines;

24.3 your customers will be bound by these Terms of Use;

Force Majeure

25. Access to the Service may from time to time be unavailable, delayed, limited or slowed due to circumstances beyond Peel Hunt's reasonable control ("Force Majeure Event").

26. If any Force Majeure Event happens, Peel Hunt will notify your firm of such Force Majeure Event as soon as reasonably possible and attempt to restore access to the Service.

Copyright and trade marks

27. Unless otherwise stated, all rights in any information which appears on this Research Portal (including the screen displays, the content, the text, graphics and look and feel of the Research Portal) belong to Peel Hunt or our licensors.

28. Unless specifically prohibited by a notice published on any page, you may download and/or print a copy of such parts of the pages of the Research Portal as you may reasonably require for your own personal non-commercial use only, provided that any copy has attached to it the relevant proprietary notices and terms and conditions.

29. All trade marks, service marks, company names or logos are the property of their respective holders. Any use by you of these marks, names and logos may constitute an infringement of the holders’ rights.

Information

30. Where information consists of pricing or performance data, the data contained therein has been obtained from company reports, financial reporting services, periodicals, and other sources believed reliable. Although carefully verified, data computations are not guaranteed by Peel Hunt or any of the data providers or affiliates and may not be complete. Neither Peel Hunt nor any of its data providers or affiliates make any warranties expressed or implied, as to the accuracy, adequacy, quality or fitness for any particular purpose of the information or the services and all such warranties are expressly excluded to the fullest extent that such warranties may be excluded by law. You bear all risks from any uses or results of using any information. You are responsible for validating the integrity of any information received over the Internet.

Termination and Amendment

31. Either Peel Hunt or your firm may at any time without liability terminate in writing these Terms of Use or any use of the Service. Where possible the terminating party must make reasonable efforts to advise the other party of the reason for such termination and will, where possible, give the other party 30 days' written notice of such termination.

32. These Terms of Use may be amended by Peel Hunt from time to time by giving you reasonable notice of the modified Terms of Use. First use of the Service by you or any person in your firm following any amendment will constitute acceptance of such amended Terms of Use on behalf of your firm.

General

33. You may not assign, sub-license or otherwise transfer any of your rights under these Terms of Use.

34. These Terms of Use supplement any existing terms and conditions between you and Peel Hunt, and together these constitute the whole agreement between you and Peel Hunt. We may update these terms and conditions from time to time and we will notify you of any changes by an announcement on the Research Portal. The changes will apply to the use of the Research Portal after such notice. If you use the Research Portal after the date on which the changes come into effect, you will be deemed to have accepted the new terms and conditions. You should regularly review these Terms of Use for changes, and if you are no longer happy to accept the Terms of Use, you must stop using this Research Portal straight away.

35. If any part of these Terms of Use is, at any time, found to be invalid by a court, tribunal or other forum of competent jurisdiction, or otherwise rendered unenforceable, that decision shall not invalidate or void the remainder of these Terms of Use. These Terms of Use shall be deemed amended by modifying or severing such part as necessary to render them valid, legal and enforceable while preserving their intent, or if that is not possible, by substituting another provision that is valid, legal and enforceable that gives equivalent effect to the parties’ intent. Any such invalid or unenforceable part or parts shall be severable from these terms and conditions, or the validity of the part(s) in question in any other jurisdiction shall not be affected thereby.

36. This Research Portal is controlled and operated by us from the United Kingdom. We make no representation that any material contained on this Research Portal is appropriate for any other jurisdiction. Should you choose to access this Research Portal from any location other than the United Kingdom, you are responsible for compliance with all applicable local laws.

37. You agree that Peel Hunt Affiliates shall be entitled to the benefit of the provisions of these Terms of Use and to enforce such provisions in their own right. Peel Hunt may vary these Terms of Use without the consent of Peel Hunt Affiliates. Otherwise, you and Peel Hunt do not intend any term of these Terms of Use to be enforceable by any third party in accordance with the Contracts (Rights of Third Parties) Act 1999.

38. These Terms of Use shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts in relation to any dispute arising out of these Terms of Use.