Terms of Business
This Agreement sets out the terms upon which Messels Limited (“Messels”) of Unit 2, Clock Barn Farm, Hambledon Road, Godalming, Surrey, GU8 4AY, will permit the client (the “Client”) to have access to, and use of, the research materials published on the restricted access pages of any Messels website (the “Website”) and email and hard copy distributions and provide the Client with such other related services as may from time to time be agreed. Application to receive access to the restricted access pages of the Website may only be made on the terms set out in this Agreement. The Client will not be entitled to use such services until acceptance of this Agreement and receipt by the Client of a personal username and password.
This Agreement comes into force as soon as it is received by the Client and shall apply in respect of all regulated activities carried on with or for the Client thereafter. By proceeding to the disclaimer page you are accepting these terms and conditions.
Messels is Authorised and Regulated by the Financial Conduct Authority (“FCA”) of the UK.
Messels will treat the Client as a professional client, as defined by the FCA’s Conduct of Business Sourcebook.
Messels provides research services on all categories of investments, which may vary from time to time. This service does not include personal investment recommendations. Messels may, at its discretion, provide information, advice, recommendations and research to the Client from time to time on its own initiative or advise the Client of other services available. Messels 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 Messels will provide access to its research materials.
Communications with Messels pursuant to this Agreement may be made by telephone 01483 420 999, e-mail or in writing to the address specified above or at such other address or fax number as notified by Messels to the Client from time to time. Messels will assume that any instructions received which have been authenticated by the Client’s username and password, are genuine, valid instructions from the Client to Messels and will act accordingly. All usernames and passwords must not be disclosed, nor be allowed to be disclosed, to third parties. The Client is strongly advised to change its password from time to time. The Client must contact Messels immediately if it suspects that its username or password has been disclosed to, or obtained by, a third party and that its integrity is threatened. Until such notification is received by Messels, Messels will assume that any instructions received in electronic form, or over the telephone, which have been authenticated by the Client’s Username and password, are genuine and valid instructions from the Client to Messels. Messels shall communicate with the Client, at the address last notified to Messels, 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.
- Conflicts of Interests
The research provided by Messels on the Website (and any other Messels 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 Messels as to the merits or suitability of any investment decision or transaction which may result directly or indirectly from having viewed the investment research on the Website. The value of investments and the income derived from them can go down as well as up, and the Client may not get back the full amount 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 Messels, its Connected Companies (as defined in the FSA Rules) or any other person connected with Messels, 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 Messels, a Connected Company or any other person connected with Messels, 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 FCA, employees and officers of Messels 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 Messels or its employee. From time to time Messels, a Connected Company and any other person connected with Messels 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 of Messels.
- Commissions and Charges
Details of all charges (and commissions) payable (by or) to Messels in connection with the information and services are available from the firm on application.
- Copyright and User Registration
Access to the restricted access pages of the Website is restricted to the Client personally and may not be shared with others. 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. Messels reserves the right to monitor all accounts to determine the number of files being accessed and the locations from which access is effected. It is expected that the Client will not access the Website from more than two different locations. Access from a greater number of different locations may give rise to enquiries by Messels and a review of the Client’s account. The research information compiled and published by Messels is the property of either Messels or its licensors and may not be used except as authorised by or pursuant to this Agreement.
- Liability for Loss
Messels 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 Messels, 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 the wilful default, negligence or fraud of Messels or its employees. This is without prejudice to any duty or liability Messels may have to the Client under the Financial Services and Markets Act 2000, and the FCA Rules. The installation and maintenance of all computer hardware, software and communications devices needed by the Client to access the restricted access pages of the Website are solely the Client’s responsibility.
- 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 all of such persons and Messels may exercise its rights set out in clause 15 without being required to give notice of such an event to any of the persons.
- Disclosure of Information
Whilst Messels 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 Messels, 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 Messels to make the disclosure of such information accordingly and without reference to the Client. The Client also hereby authorises the disclosure of such information to Connected Companies of Messels.
- Amendment, Variation and Assignment
Messels 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. Messels may assign all or any of its rights and obligations under this Agreement to another appropriately authorised member of the Messels 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.
- Authority, Consents, Compliances etc.
The Client warrants and represents to Messels, 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 (and has taken all necessary steps and obtained all licences, permissions, consents and approvals) to enter into this Agreement with Messels.
- 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 Messels 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 or other regulatory requirements or impose upon Messels 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 Messels (including any additional expenses incurred in connection with such termination) being paid. Messels will be entitled to terminate this Agreement if at any time the Client fails to make payment of any fees due and payable to Messels. Messels 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 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 the Client under this Agreement.
- Further provisions
(a) Entire Agreement
This Agreement and the Disclaimer document embody and set forth the entire Agreement and understanding between Messels 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 FCA 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.
If the Client has any complaint about Messels’s services under this Agreement, the Client should write to Tim Parker at the address specified above, who will be responsible for ensuring that any complaints are investigated and resolved.
(d) Rights and Remedies
No failure or delay by Messels 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.
(f) Fees and remuneration
Time shall be of the essence in relation to the payment of fees pursuant to this Agreement.
(g) Force Majeure
Messels 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 Messels’ control. Messels 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.
- 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.
- 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. Messels 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.