PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AND MAKE SURE YOU UNDERSTAND AND ACCEPT THEM BEFORE USING THIS SITE AND OUR SERVICES.
1. WHO WE ARE AND HOW TO CONTACT US
1.1. The Right X Limited is incorporated and registered in England and Wales with company number 11754618 whose registered office is at 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX (“The Right X”, “we”, “us”).
1.2. The Right X operates the https://therightx.com/ website (the “Site”).
1.3. The Site provide users with access to text, graphics, photographic images, data and links in connection with the company and investor services set out in more detail at clause 7 below (the “Services”).
1.4. Access to and use of the Site and the Services shall be at all times strictly subject to the terms and conditions of use set out herein (these “Terms”).
1.5. These Terms (together with any further documents or policies referred to herein) set out the legal terms and conditions on which we operate the Site and, subject to clause 1.6 below, provide the Services. By using the Site, you (“you”) confirm that you accept and agree to be bound by the Terms in relation to your access to and use of the Site, the Services and any External Materials (as defined in clause 10.12 below) provided to you through the Site. If you do not accept and agree to these Terms, you must not access or use the Site and will not be able to procure the Services. We recommend that you print a copy of these Terms for your future reference. You are also responsible for ensuring that any persons who access the Site using your internet connection are aware of these Terms and that they comply with them.
1.6. Notwithstanding clause 1.5 above, you acknowledge and accept that these Terms may not represent the entire agreement relating to our provision of services to you and that certain services (for example in the event that you engage The Right X to provide you with Corporate Finance Services) will also be subject to agreement of additional terms between you and The Right X and/or certain third parties from time to time.
1.7. A full list of the defined terms used in the Terms can be found at clause 18 below.
2. FURTHER TERMS THAT MAY APPLY TO YOU
2.1. These Terms expressly refer to the following additional policies, which also apply to your use of the Site and the Services:
3. CHANGES TO THESE TERMS
3.1. We may amend these Terms from time to time. Every time you wish to use the Site and/or procure any of the Services, please check these Terms to ensure you fully understand those that apply at that time.
4. CHANGES TO OUR SITE
4.1. We fully reserve our right without limitation (and without liability to you or any third party) and without notice to develop, modify, add to, remove from, suspend, or discontinue temporarily or permanently the Site (or any part thereof) from time to time.
4.2. Further, we do not guarantee that the Site or any further content (including any External Materials) on the Site, will always be available or be uninterrupted.
5. YOUR RIGHT X ACCOUNT
5.1. In order to access the Services, you will first need to create an account with us (an “Account”) by entering your details where indicated using the online registration form here.
5.2. To open an Account you must provide all the information which is requested on the registration pages.
5.3. If you are opening an account on behalf of a business or other legal entity, you represent and warrant that you have the authority to legally bind that entity and to grant us all permissions and licences granted in these Terms.
5.4. It is your responsibility to keep your contact details up-to-date on your Account. We may, from time to time, send you important information using the details that you have provided to us. If those details are incorrect or not up-to-date you may not receive important information relating to your Account, the Services or these Terms.
5.5. You must keep your Account details (including your password and username) strictly confidential.
5.6. Your Account is non-transferable and must not be used by anyone other than you. We reserve the right to terminate your Account (and cancel our provision of the Services) with immediate effect if we have reason to believe it is being accessed or used by anyone other than you.
5.7. You shall be liable for all activities that are undertaken using your Account and you shall compensate us for all and any losses, damages, costs and expenses we may suffer as a result of any failure by you to keep your password strictly confidential.
5.8. We reserve our right to terminate or suspend your Account (and cancel our provision of the Services) at any time if we suspect you have acted in breach of these Terms.
5.9. You may terminate your Account at any time provided you do not have any outstanding obligations or payments under or connection with these Terms.
6. PERSONAL INFORMATION
6.1. We will only ever use any personal information you provide to us in connection with your Account and the Services in accordance with our https://therightx.com/terms-conditions/privacy-policy/.
7. THE SERVICES
7.1. Full details of the Services are set out in full on the Site (as updated from time to time) but include the following (a non-exhaustive summary):
7.1.1. Company Services: company secretarial services in which we hold and update company shareholder registers, manage Companies House filings and facilitate communications to shareholders.
7.1.2. Investor Services: shareholder services allowing access to: details of investments made, news and corporate filings in respect of companies invested in, and the ability to communicate with other Right X members about
7.1.3. Trading between Right X Members: secondary market trading opportunities allowing investor members of the Right X to buy and sell their shares in companies using the Right X platform.
7.2. The Services also include the receipt, storage and maintenance of information and records relating specifically to your own business and/or investment activity (“Your Records”).
7.3. We warrant to you that the Services will be provided using reasonable care and skill.
7.4. We will use all reasonable endeavours to meet any performance dates agreed in respect of the Services but (unless expressly agreed in writing otherwise) any such dates are estimates only.
7.5. It is your responsibility to ensure that:
7.5.1. you co-operate with us in all matters relating to the Services; and
7.5.2. you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects.
8.1. The fees payable for the Services (the “Fees”) are set out on the Site.
8.2. In consideration for the Services provided to you, you shall pay The Right X all Fees due in accordance with this clause 8.
8.3. All Fees are exclusive of value added tax.
8.4. All Fees are payable in advance (except where otherwise expressly agreed with us in writing). Where we have agreed credit terms with you our invoices are due for payment 30 days from their date. We reserve the right to charge for costs and expenses incurred in recovering late payments, and to charge interest at the rate then in force pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 as at the due date.
8.5. All payments must be made by debit or credit card, bank transfer or other accepted payment method indicated on the Site by following the instructions set out on the Site.
8.6. In the event of any cancellation or refund, Fees will be refunded to the same payment method used to make the payment to us. Such refunds shall be subject to any applicable cancellation charges set out on the Site from time to time.
8.7. The name on any debit or credit card or bank account used for payment of Fees should be exactly the same as the name on your account.
8.8. In the event you have any questions or concerns relating to any Fees or other sums payable under or in connection with these Terms, please email email@example.com.
9. INTELLECTUAL PROPERTY
9.1. The Intellectual Property Rights in all software, text and visual content made available to you on the Site (except for the information contained in Your Records) remains at all times the property of The Right X (and its licensors). All rights are expressly reserved by The Right X (and its licensors).
9.2. Your Records (and all Intellectual Property Rights contained therein) shall at all times remain exclusively your property and you hereby grant The Right X a worldwide, royalty-free, non-exclusive licence to use, copy, reproduce, modify and/or publish Your Records to the extent necessary or desirable to perform the Services and/or discharge its obligations under, or in connection with, these Terms.
9.3. [You hereby grant The Right X a worldwide, perpetual, irrevocable, sub-licensable, royalty-free, non-exclusive licence to use, copy, reproduce, modify and/or publish any images, text or other content (except for Your Records) uploaded by you to public-facing areas of the Site in any way we see fit (whether on the Site or via other platforms, media or publications) without further notice or payment to you or any third party.
9.4. We hereby grant to you a revocable, royalty-free, non-exclusive licence to access the Site provided that you comply in full with these Terms at all times. Your access to the Site confers no rights whatsoever to the content and related intellectual property rights contained within the Site.
9.5. If you suspect that any content on the Site may infringe any intellectual property rights that you own or control, please email firstname.lastname@example.org.
10.1. Nothing in these Terms shall operate to exclude or limit our liability for death or personal injury caused by our negligence, fraud or any other liability which cannot be excluded or limited under applicable law.
10.2. Subject to paragraph 10.1 and the remaining provisions of this clause 10, if we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable.
The Site and the Services
10.3. [You acknowledge and agree that:
10.3.1. we shall not be liable for any deletion of or failure to store Your Records and any communications maintained or transmitted through your use of the Services; and
10.4. We shall in no circumstances be liable to you for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage arising out of or in connection with our breach of these Terms or otherwise arising out of your access to and/or use of the Site (including but not limited to the External Materials) and/or the Services.
10.5. Subject to clause 10.1, our aggregate liability to you in respect of any claims based on events arising out of or in connection with these Terms, the Site and/or the Services, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the greater of (i) £10,000, or (ii) the value of the aggregate Fees paid by you to The Right X in connection with the Services within the immediately preceding 12 month period.
10.6. You shall indemnify The Right X against any loss, claims or proceedings however arising in connection with any actual or alleged breach or non-performance by you of any or all of your obligations, representations, warranties and/or undertakings contained in these Terms.
10.7. To the extent that The Right X’s performance of its obligations under these Terms or in connection with the Services is prevented or delayed by any act or omission by you or your agents, subcontractors, consultants or employees, The Right X shall:
10.7.1. not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay;
10.7.2. be entitled to payment of any Fees (that would have been due to us if not for the prevention or delay) despite any such prevention or delay; and
10.7.3. be entitled to recover any additional costs, charges or losses we sustain or incur that arise directly or indirectly from such prevention or delay.
10.8. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by an Event Outside Our Control. An “Event Outside Our Control” means any act or event beyond our reasonable control, including without limitation any act of God, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or obstruction or failure of public or private telecommunications networks and/or the internet.
10.9. If an Event Outside Our Control takes place that affects the performance of our obligations to you:
10.9.1. we will contact you as soon as reasonably possible to notify you; and
10.9.2. our obligations will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.
Disclaimer – the Site
10.10. Although we shall use all reasonable efforts to update the information (including Your Records) on the Site, we make no representations, warranties or guarantees, whether express or implied, that the content on the Site is at all times accurate, complete, up to date or error-free.
10.11. Notwithstanding clause 10.10, if you have reason to believe there may be any error or inaccuracy in Your Records, please contact us immediately at email@example.com and we will investigate and promptly update/correct Your Records where appropriate.
10.13. In the unlikely event that the Site damages a device or any digital content belonging to you and strictly to the extent that the damage is directly attributable to our failure to use reasonable care and skill in operating the Site, you may be entitled to require us to repair the damage (or to compensate you for any irreparable damage). If you feel this may be the case, please write to us clearly setting out the circumstances using the address provided in clause 1.1 or email firstname.lastname@example.org.
11.1. You may cancel the Services (or any part of the Services) at any time by emailing email@example.com stating your intention to do so and the date on which you would like us to stop providing the Services to you.
11.2. In the event of your cancellation under clause 11.1, you will continue to receive the Services you have already paid for up until the date on which you have requested that we stop providing the Services to you (or, if earlier, the date the Services you have paid for expire). We will refund any Fees that relate to any period after your cancellation takes effect.
11.3. Without limiting any of our other rights, we may cancel or suspend our performance of the Services, with immediate effect by giving written notice to you if:
11.3.1. you commit a material breach of these Terms that is irremediable, or (if such a breach is remediable) fail to remedy that breach within 10 days of you being notified in writing to do so; or
11.3.2. you fail to pay any Fees on the due date for payment.
11.4. On cancellation of our supply of the Services to you, we will provide you with access to Your Records and we will use our reasonable endeavours (at your expense) to comply with your reasonable instructions around the transfer of Your Records to you or a nominated third party.
11.5. Cancellation of the Services will not affect your or our rights and remedies that have accrued as at the time that such cancellation takes effect.
11.6. Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
12. LINKING TO THIS SITE
12.1. You may link to the Site, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
12.2. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
12.3. You must not establish a link to the Site in any website that is not owned by you without first obtaining all necessary consents.
12.4. The Site must not be framed on any other website.
12.5. We reserve the right to withdraw linking permission without notice.
12.6. If you wish to link to or make any use of content on our Site other than that set out above, please contact firstname.lastname@example.org
13. USE OF SITE CONTENT
13.1. You may store, display and print off one copy of any content supplied on the Site solely for your own records. (Except in respect of Your Records which are your property to use as you see fit) you are not permitted to publish, manipulate, distribute or otherwise reproduce, in any format, any of the content or copies of the content supplied to you or which appears on the Site.
13.2. You must not modify the paper or digital copies you have printed off or downloaded in accordance with clause 13.1 above in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Further, our status and that of any identified contributors as the authors of content on the Site must always be acknowledged.
13.3. You may use the Site for lawful purposes only. You may not use the Site and/or the Services:
13.3.1. in any way that breaches any applicable local, national or international law or regulation;
13.3.2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect; or
13.3.3. to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
13.4. Any breach of this clause 13 will result in your right to use the Site ceasing automatically and with immediate effect and may result in legal action being taken against you.
14. SITE SECURITY AND MISUSE OF THE SITE
14.1. We do not guarantee that the Site will be secure or free from bugs or viruses.
14.2. You are responsible for configuring your information technology, computer programmes and platform to access our Site. You should use your own virus protection software. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or any other technologically harmful material that may infect your computer hardware, computer software, data or other property due to your use of the Site.
14.3. You must not misuse the Site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Site, the server on which the Site are stored or any server, computer or database connected to the Site. You must not attack the Site via a denial-of-service attack or a distributed denial-of service attack. By breaching this clause, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities fully (and will disclose your identity to them to the extent that we are able to do so). In the event of such a breach, your right to use the Site will cease immediately.
14.4. You are responsible for any content you upload to (and communications made on) the Site and you shall ensure that any such content does not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (Inappropriate Content).
14.5. We reserve our right to remove any content from the Site where we reasonably suspect such content is Inappropriate Content without notice to you.
14.6. You shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that the content that you have uploaded constitutes Inappropriate Content.
15. CONTACT US
15.1. If you have any questions, complaints or suggestions in relation to the Site, the Services or these Terms, please email email@example.com and we shall deal with your query or complaint as quickly as possible.
16. LEGAL DISPUTES
16.1. We would rather attempt to resolve any dispute with you through good faith discussions before resorting to legal proceedings. Therefore, if you have any issue or complaint in relation to the Site, your Account, these Terms or the Services please write to us using address in clause 1.1 or the email address in clause 15 above.
17. NO PARTNERSHIP
Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between you and us, constitute either you or us the agent of the other, or authorise either of us to make or enter into any commitments for or on behalf of the other except as provided in these Terms.
18. OTHER IMPORTANT TERMS
18.1. We may transfer any of our rights and obligations under these Terms to another organisation provided this does not affect your rights under these Terms.
18.2. You may not assign these Terms to any third party.
18.3. This contract, created by you accepting these Terms, is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
18.4. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
18.5. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
18.6. In the case of any conflict between the English language version of the Terms and any versions in other languages, the English language version shall prevail. For the avoidance of doubt, reliance should not be placed on translations of the Terms produced by online translation services (such as Google Translate).
18.7. These Terms are governed by the laws of England and Wales. This means that any dispute or claim arising out of or in connection with these Terms will be governed by the laws of England and Wales. You and we both agree that the courts of England and Wales will have exclusive jurisdiction.
19. GLOSSARY AND INTERPRETATION
19.1. The following definitions can be found in the relevant paragraphs, or as set out below:
“Account”: see clause 5.1;
“content”: any kind of text, data, information, graphic detail, image, audio or video material;
“Event Outside Our Control”: see clause 10.8;
“External Materials”: see clause 10.12;
“Fees” see clause 8.1;
“Inappropriate Content” see clause 14.4;
“Intellectual Property Rights”: means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights including all rights in the graphic, photographic and textual content on the Site, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Services”: see clause 1.3;
“Site”: see clause 1.2;
“Terms”: see clause 1.4;
“The Right X”, “we”, “us”: see clause 1.1;
“you”: see clause 1.5; and
“Your Records”: see clause 7.2.
19.2. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.
19.3. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.