Products & Services

Thank you for choosing a Samuel & Co Trading Product or Service.  We use the internet to start our relationship with you, and this means that we have to do things at a distance, so we think it handy that we set out what we expect from each other through this Agreement.

In this Agreement we set out what you can expect from us from your purchase – and what we ask of you, too.

We know that your time is precious, so these terms contain:

• a key Information section, to explain some key provisions of these terms; and
• a contents page to help you find the relevant section when you need it

We have organised this into sections:

• Section A of these terms set out the main terms that govern our relationship with you. It answers questions you might have such as “How do I contact you? What do I have to pay? How do I end the contract?”
• Section B sets out the terms that apply to our suite of Expert Advisors.
• Section C sets out our terms that apply to our training materials and programmes.
• Section D sets out our terms that apply to our suite of indicators.
• Section E sets out our terms that apply to our Junior Trader Programme (JTP).

Our terms at a Glance

Key Information

• These Terms apply to the Product or Services we Samuel & Co Trading provide you.
• These Terms apply because you have chosen to buy a Product or use one of our Services.
• We provide various Products and Services that can be used by participants in the investment or financial services industry.  None of our Products or Services are within scope of the investment of financial services industry regulator, so neither they nor we are regulated or authorised by the Financial Conduct Authority or Prudential Regulation Authority.
• We recommend that you read all of these Terms carefully before you decide to buy a Product or use our Services and that you keep a copy safe for future reference.
• In particular, we would ask you to note:
  • throughout these Terms, where we refer to “you”, this means the individual who bought the Product or Service;
  • your Product or Service is provided through us,
  • Neither we nor our Products or Services are in scope of the authorisation or regulation of the Financial Conduct Authority.
  • To use some of our Products and Services you need to have a trading account from another firm, that firm and that trading account most likely will be subject to a regulator, and your chosen broker will tell you more about that.

Our Agreement with you

• What these terms cover. These are the terms and conditions on which our Products and Services are provided to you.
  in relation to our Services our Agreement with you is made up of:
  • these Terms;
  • your completed purchase order;
  • any appropriateness test completed by you at the date of purchase or afterwards;
  • our Prices; and
  • Our Agreement with you is augmented

• for Expert Advisor – your trading brokers terms and conditions
  • and if there are any inconsistencies or differences between the documents then, (i) in relation to our Products and Services the document mentioned first in this list overrides any document listed below it, and (ii) in relation to the augmentations the document mentioned overrides any document listed above it.
• Our Agreement with you sets out the scope of the Services that we will provide to you when you open a Product or Service with us, and what we need you to do to help we provide our Services;
  • we may vary these Terms, and our Prices in the circumstances described in the Terms;
  • Our Prices set out in detail what you will have to pay to use our Services.
  • other documents we refer to in these Terms may be updated from time to time. The current versions of these are available on our Website.

Managing our relationship.

• Your information.  Once you have bought a Product or Service with us, we may contact you from time to time to provide you with certain information about those, your payments, or other aspects of our Service. We may do this using the email address you have provided or through the website or any other platform you are using to access the Service. In agreeing to these Terms you acknowledge that, whilst we will take all reasonable precautions to prevent any loss of this data or a compromise of your information, we will not be liable for any damages you might suffer as a result of information being exchanged in this way.
• Why you should read these terms. Please read these terms carefully before you use the Services and make sure that you understand them. These terms tell you who we are, how we will provide services to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms or require any changes, please contact us to discuss.
  Please read these carefully. Please note that before you buy, you will be asked to agree to these Terms and policies. If you refuse to accept them, you will not be able to purchase or subscribe to a Product or a Service.
• If there is anything contained in these Terms that you do not understand, please do not hesitate to get in touch with us in any one of the ways we provide for you, as explained in our Contact us Page.

These Terms are only available in the English language, if you need them in another language please do let us know.

Important Information

• It is your choice to buy and use the Products and Services; you must make your own decisions on the choices you make are suitable for your own individual circumstances. We do not give financial advice.
• Our Service is not a financial advice service; none of our business is intended to give you financial advice, but software tools we do not intend to give you and you should not consider we have given you any advice on the decisions you make.
• We do not hold cash deposits; we do not hold any money from our clients or customers.  The only money we receive from you is payment for your Purchases.
• Paying our Prices; if you do not pay our Prices that you incur, we have the right to stop your use of the Product or Service until you pay, plus any additional charges that may become due without giving you prior notice;

Information about us and how to contact us

• Who we are. We are Samuel & Co Trading Limited company number 08100330 at the date of this document our Registered office address is Unit 2, Railway Terrace, Kings Langley, WD4 8JE; This information may change from time to time, so check our website for up to date contact details, or Companies House.
• How to contact us. You can get in touch with us in any one of the ways we provide for you, as explained in the Contact Us section of Our Website.
• How we may contact you. If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order or subsequently.  “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails and any other electronic communication that you could read.

Section A

Our Terms in Detail

Our contract with you

• When these Terms apply.
  • These Terms will apply to you when you use the Services, create a Product or Service through us, a contract will come into place between us and you. If you do not agree to these terms, you must not use our Services.
• Products and Services from a UK firm.
  • Our Products and Services are designed and built by us for the specific purposes stated. We build the Products and Services in the United Kingdom.  You should be clear that they are suitable to your needs and you are permitted to access and use them under the rules of the country you use them from.

Our Products and Service

• What we offer.
  • Our Products and Services are designed to do what is described in the Purchase Order.
• No financial advice.
  • We don’t provide advice and we do not intend to, and you should not take anything we say, or our Products and Services do, as being a recommendation for a particular product or a way of investing. We provide software tools that are designed to run on MT4 and MT5. If you need professional guidance on any of the products mentioned in our Services, please speak to an accountant, lawyer, or other appropriate financial services professional specialising in the area before you make any decisions.
• Creating Security Details.
  • You may need to log in to create a Purchase Order to access our secure website.
  • Logging in facilitates a purchase or subscription of Products and Services only.
  • We do not provide any service to hold any Cash or money for you.
• Withdrawal or suspension of our Product or Services
  • We will only withdraw or suspend our offering to customers and consequently close or suspend your Product or Service if we have an enduring connection with you because of that Product or Service and we have a valid reason. We consider the following to be valid reasons:
    • a restructure or reorganisation of the suite of Product or Service that we offer to reflect changing market conditions;
    • the withdrawal of a Service or a Product to reflect changing market conditions;
    • for our business efficiency; or
    • the law has changed, and the Product or Services does not comply with Regulatory Requirements.
  • Where we can, we will give you 30 days’ notice of our intention to close or suspend your Service or Product in these circumstances. When we give you notice, we will tell you of any requirements specific to your Service or Product, that need to be considered.
  • If you do not pay us a regular Contribution that is due, we may withdraw or suspend your access to a Product or Service until you pay us what you are due.
  • When Regulatory Requirements mean that we need to act immediately, we will give you notice as soon as we reasonably can after closure or suspension.
  • If you use our Product or Service in relation to a trading account or in conjunction with another third party supplier, and that is closed for any reason, you may transfer your Product or Service to another account if
    • we can support that,
    • you pay our recoding charges, and
    • provide us with the information and evidence that we need to carry out a recoding to your new trading account.

Buying a Product or Service

We will arrange to provide a Product or Service, subject to these Terms.

General requirements

• You must buy a Product or Service for your use only.  The Product or Service cannot be used by you for commercial purposes to benefit others whether or not those persons are your clients or customers paying you a fee.
• If you complete one or more Purchase Orders for others we will remove access for those persons to the relevant Product or Service, unless you can demonstrate it is a gift.   You are not permitted to sell any Product or Service onto any other person, unless you have agreed to our specific resale terms with us.
• You may not buy a Product or Service jointly with anyone else.  A Product or Service may be used on a trading account that you operate or own along with another person, if allowed by the Partner of that arrangement.
• If you are a parent or guardian, you cannot purchase a Product or Service on behalf of your child unless there is an application process on Our Website to allow you to do so, except as a gift.
• Each individual Product or Service owner must meet all the requirements of the Terms applicable to them.
• You must be 18 years old or over to open a Product or Service, unless we have a specific offering for children.
• You must complete the purchase procedure set out in Our Website, if you do not give truthful information any Product or Service opened in respect of you completing the process may, at our option, be closed.

Identity and tax residence checks

Before you buy a Product or a Service or subsequently, we need to meet our legal obligations such as under anti money laundering regulations, so we may ask you for evidence of your identity and tax residence.

• We may decline a purchase entirely at our discretion. No contract will come into force between you and us unless and until we accept your order in accordance with the procedure set out in this Section.

After you buy cooling off rights

• Before you buy we will have given you specified information about the Products and Services, and you will have confirmed to us information about you. We are confident that the Product or Service will perform as we describe but you have a right to cancel your order and we will give you a full refund if you do so within 14 days after delivery of your Products or you start using Services or up until the point when the product has been coded to your chosen trading account (whichever is sooner).
• If you want to cancel your order please follow the procedure set out in Our Website to complete a cancellation request
• Normally, we will fulfil our contractual obligations to you within 30 days unless otherwise agreed.

After you buy maintenance

• Some of our Products and Services require maintenance, updating and we may add new product features.  You will have the choice to agree to the terms of the maintenance update or new features, and the cost if any or, opt out of that change and continue using the Product or Service on a basis not supported by us.

After you buy paperwork

• We will send you an invoice, a copy of this contract in the manner you have instructed at check out.

After you buy cancellation

• We may cancel a contract under these terms and conditions immediately, by giving you written notice of termination, if:
  • you fail to pay, on time and in full, any amount due to us under that contract; or
  • you commit any material breach of that contract.
• You may cancel a contract under these terms and conditions immediately, by giving us written notice of termination, if we commit any material breach of that contract that we cannot resolve in 30 days.
• We may cancel a contract under these terms and conditions by written notice to you if we are prevented from fulfilling that contract by any event beyond our reasonable control, including without limitation any change in legislation precluding the legitimate use of the Product, systemic failure of communication between us and You in maintaining the Product or Service, industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, riot, terrorist attack or war.

Consequences of order cancellation

• If a contract under these terms and conditions is cancelled in accordance with this Agreement:
  • we will cease to have any obligation to deliver or continue to deliver Products or Services which are undelivered, or part delivered at the date of cancellation and you will have to stop using them;
  • you will continue to have an obligation where applicable to pay for Products or Services which have been delivered at the date of cancellation (without prejudice to any right we may have to recover the products or your statutory right to cancel with refund); and
  • Clauses, 5 (Liability to pay us), 15 (Limitations and exclusions of Liability), 19 (Assignment), 19.6 (Third Party Rights), and 19.10 (Which laws apply to these Terms and where you may bring legal proceedings) will survive termination and continue in effect indefinitely.

Prices

• The current price or cost to you of a Product or Service at the time of purchase or subscription is set out in our Prices.  The Prices stated are exclusive of any VAT or other tax or charge levied by a government or similar authority.
• We may change the prices in our Prices at our discretion.  We are prudent in the management of our business and when changing our prices, we will consider your interests, particularly if you have agreed to make payments to us set out the Prices during your use of the Product or Services.
• You must pay the Price of a Product or Services using the facilities set out in our checkout system on our Website.  If your payment cannot be made using that system we will let you know and you can make alternative arrangements or, decide not to proceed with the particular
• Purchase Order.
• If you cancel a Purchase Order using your statutory rights, we will refund the Price you paid, if you have not had a product or service dispatched.
• If you make an unjustified credit card, debit card or other charge-back then you will be liable to pay us, within 5 days following the date of our written request:
  • an amount equal to the amount of the charge-back;
  • all third party expenses incurred by us in relation to the charge-back (including charges made by our or your bank or payment processor or card issuer);
  • an administration fee of GBP 25.00 excluding VAT, or such other amount as specified in the Prices; and
  • all our reasonable costs, losses and expenses incurred in recovering the amounts referred to in this clause (including without limitation legal fees and debt collection fees), and
  • for the avoidance of doubt, if you fail to recognise or fail to remember the source of an entry on your card statement or other financial statement, and make a charge-back as a result, this will constitute an unjustified charge-back.

FCA categorisation and Re-Categorisation

• Although our Product or Services are concerned with certain aspects of financial services, they are not regulated products and we are not authorised persons by any regulator of financial services for these Products and Services, so we do not categorise you under the Regulatory Requirements.

Operating your Product or Service

• Our Website gives information about the operation of and the facilities needed by you to operate your Product or Service.  Other Sections of this document set out the framework between us for the operation of a Product or Service

General

• You agree we will only take instructions from and communicate with you, unless we agree with you otherwise.
• We will only make payments to you, such as a refund of a purchase Price paid, to an account in your name held with a bank or building society operating in the United Kingdom, or other authorised and regulated banking institution.
• You or any person that we have accepted may give us instructions for you but must make sure that instructions that you give us are complete, accurate, clear, and unambiguous. You are responsible for the settlement of all Orders effected by us in accordance with instructions. We may delay or refuse to execute your instructions if:
  • your instructions are unclear or ambiguous;
  • the law or a regulator requires us to do so or if, in doing so, we would be in breach of the law;
  • we are unable to verify your personal details; or
  • we have not received any information or documents we may have asked for, or where appropriate, the documents are not fully and correctly completed by you.
• We will not be liable for any losses that you or any third party may incur as a result.

Third parties

It is your responsibility to deal with any Partner or third party that you may use in conjunction with a Product or Service.

• Product or Service Security of information
  • You must use the Security Details that we give you to access your Product or Service, and to give us any instructions.
  • You must take all reasonable precautions to keep safe and prevent fraudulent use of your Security Details. You must take reasonable care not to disclose, or to allow the disclosure of, your Security Details. Please note we will never ask for your password over the telephone. You should not respond to any unsolicited emails which look as if they originate from us which ask you to enter your password or personal information. We will never issue emails of this type unless specifically requested by you to do so.
  • We may rely on any instructions that we receive whilst your Product or Service has been activated using your Security Details.
  • In addition, you will be responsible for (and we shall be entitled to rely upon) any relevant instruction which is authenticated using your Security Details, unless you establish that the relevant instruction is not an authorised instruction and either:
    • we acted upon the relevant instruction after you had told us, or we otherwise had actual notice, that your Security Details or any other access details in relation to your Product or Service had been disclosed to or otherwise obtained by an unauthorised third party or if the safety of these Security Details was in jeopardy; or
    • the unauthorised use of your Security Details or any other access details in relation to your Product or Service (and our reliance on the relevant instruction) did not result from your failure to take reasonable care to protect such details or otherwise to comply with your obligations under these Terms.
  • You should change your Security Details and contact us immediately if you know or suspect that any of your Security Details or any other access details in relation to your Product or Service have been disclosed to, or obtained by, an unauthorised third party or if the safety of these Security Details may be in jeopardy.
  • We will act on any instructions given in accordance with our stated procedures that appear, in our reasonable opinion, to be valid, and have no duty to make any further enquiries in relation to such instructions.

Risks of online communication

• We will take all reasonable measures to make sure that the security of our systems is not compromised. However, there are inherent risks in using an online system. We cannot guarantee that they will be free from:
  • technical failure or corruption;
  • error or delay; or
  • misuse, fraudulent use, or access by unauthorised persons.
• We will not be liable for losses caused as a result of anything that is outside our reasonable control.

Availability of our Services

• We will make reasonable efforts to make sure that our Services are available to you, but we cannot promise that you will always be able to access our Services. In particular, we may, from time to time, have to suspend our Services to maintain or upgrade our Website, or you may not be able to access our Services because of disruptions to our Website, problems with telephone networks or because you are in an area that does not have mobile telephone coverage. We will not be liable to you if our Services are unavailable through our Website.
• If you are unable to use our online Service, you may still use our Services in any one of the ways we provide for you, as explained in our Contact us Page.

How we communicate with you

• Method of communications
  • Our Products and Services are provided exclusively online.  Therefore you may only give us instructions through Our Website including the options to give instructions given in the Contact Us Page. You may call us using the number provided on Our Website with any questions or if online communication is not available.
  • We will normally communicate with you securely online including via email but may also choose to contact you by telephone. Either way we will communicate with you using the most recent contact details that you have given us, and we hold on your records.
• If we need to communicate with you by post, we will communicate with you by post using the most recent postal address that you have given us, unless you tell us otherwise by contacting us directly.
• If we make material changes to our Agreement and we have a continuing relationship with you, we may send you notice by email or by post.
  • All correspondence and notices sent by us shall be deemed to be received by you when despatched if sent by email, or 2 Business Days after posting if sent by first class post to addresses within the UK, or 4 Business Days if sent by second class post to addresses within the UK, airmail post to addresses outside the UK. However, the Terms will not apply to any correspondence or notice if:
    • such correspondence or notice is returned to us undelivered; or
    • you establish that you did not receive it at your address within the relevant period or at all; and
    • any such delay or failure in receipt was not a result of your omission to inform us of a change of your address in accordance with your obligation to do so under these Terms.
• We will make reasonable efforts to contact you using the contact details that you give us but if our emails bounce or our correspondence is returned marked, “gone away” or your phone number is no longer active we will not send any further communications to that address.
• We will take reasonable steps to try to contact you to get your new details, but we do not have to send further communications until you provide us with correct details.
• You must tell us without delay if your contact details change.
• Recording communications between us
  • You agree we may record and/or monitor telephone conversations, email, or other communications between us to comply with applicable Regulatory Requirements, to record instructions that you give us and for training or research purposes. These records form part of the information that we hold about you and will be handled in accordance with the Regulatory Requirements and related Policies.
• Communicating with third parties
  • Our relationship is with you.  You are responsible for dealing with any third parties, including brokers, interested in you.
• Reporting
  • We will report to you as determined by the Product or Service.
• Information that we provide to you
  • You may download or print individual sections of the Website and information from websites linked to it strictly for use in relation to your Product or Service, provided that you keep intact all copyright and proprietary notices, but you must not reproduce or distribute any material without our consent. Please read our Website’s terms of use.
  • Any news, financial information, and other information that we give you is provided solely to help you remain informed and is not a personal recommendation or financial advice. It is also not an offer by us to buy, sell or otherwise deal in any particular permitted investment.
  • When we provide market information, we use sources we believe to be reliable. If we use an independent information provider to provide that market information, we will use all reasonable care to make sure that the provider is suitable, but, because we have no control over the information sources, we cannot guarantee that the market information is accurate, complete, or timely, or that it will always be available to you.
  • You should satisfy yourself that market information is reliable before you make any decisions or take any actions based on it. We are not responsible for any decision or action you take or any loss you or anybody else may suffer as a result of your decision or action.
  • We are not responsible for the contents of any information that we send to you that has been prepared by someone else.

Our Prices and Fees

Prices associated with the Product(s) and Service(s).

• You will be due to pay our Prices when they become due to be paid under your Purchase Order for your Product or Service.  We will only charge you and you will only be due to pay our Prices if you:
  • Buy a Product or Service, or
  • a payment becomes due under these; or
  • we provide maintenance services, and a charge becomes due from you to us.
• The Prices are the current fees and charges and these may change before you decide to make a purchase. Please ensure you check the fees which apply before you seek to make a purchase.

Annual and Monthly Subscriptions

• If the Prices or Fees you see at Checkout indicate an Annual or Monthly, or other Regular Subscription then this clause will apply
• Regular Subscription setting up
• By purchasing a product or service by an Annual or Monthly Subscription, or other Regular Subscription, you agree to an initial charge being taken when you subscribe and recurring Regular Subscription fee at the then current rate being taken from your nominated account.  You accept responsibility for all recurring charges until you cancel your regular Subscription. You may cancel your Regular Subscription at any time, subject to the terms of our cancellation policy.

Once you subscribe, we will automatically process your Regular Subscription fee on the date you subscribe and on each annual, monthly or other anniversary. This means we will take money from your nominated account regularly on that anniversary.

Regular Subscription Cancellation

• We will continue to automatically take the money from your nominated account for your Regular Subscription fee at the then-current Monthly Subscription rate, until you either cancel your subscription or the end of the life of the service or product. You are not eligible for the refund of any charges that have already been processed.

Regular Subscriptions changes in amount

• If we change the Regular Subscription fee we will tell you, using the contact details you have given us.  We will give you time to opt out.  If you do we will end our access to the materials and not take any Regular Subscription after the date you notify us your decision to cancel.

Other charges that may apply.

• Your trading costs and charges
• Expenses of connectivity costs for you to use the Product or Services, including, purchase of hardware, telephone communication internet access, or related devices.

contributions and transfers of cash into your Product or Service.

• You can’t pay into our Products or our Services.  You may only pay us money to buy a Product or Service

How and when we will vary our terms and Prices

• We may vary these Terms and our Prices at any time if we have a valid reason to do so. We consider the following to be valid reasons:
  • to respond proportionately to changes in Regulatory Requirements;
  • to comply with any decision or recommendation of a legal body or legal decision;
  • to reflect good industry practice or changes in the operation of the markets;
  • as a result of changes to our systems and processes and the way our business operates, or any changes to or affecting any third parties with whom we engage whilst providing the Services;
  • to remedy obvious errors; or
  • to proportionately reflect legitimate cost increases in, or restructures of, the Services we provide.
• If we vary these Terms to your disadvantage or vary our Prices for a reason that is not specified in our Agreement with you, we will give you 30 days’ prior notice in writing, except as set out in these Terms.
• Whenever we give you notice of a material amendment that is to your disadvantage, you will be able to close your Product or Service during the notice period specified in accordance with your current Terms. If you do not do this, you will be deemed to have accepted the change.
• In the case of changes that we have to make for the purposes of complying with Regulatory Requirements, we may vary these Terms with immediate effect.

We may suspend or withdraw our website

All as more fully explained in our website terms and conditions:

• Availability of our website. Please note that we do not guarantee that the Services, our website, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our website for business and operational reasons, but we will always try to give you notice if this happens.
• Suspending your Product or Service. We have the right to disable any user Security Details, whether chosen by you or allocated by us, at any time, if in our reasonable opinion we need to.

Intellectual property.

• We own or licence all Intellectual Property Rights in our website, Products and Services and in all of the material available from us through those.  This material is protected by Intellectual Property and copyright laws and treaties around the world and we reserve all rights in respect of this.  You are not allowed to use any of our Intellectual Property except in the utilisation of our Products and Service which we licence to you as part of the Price you paid.

Complaints.

• If you would like to make a complaint about our Product(s) or Service(s) or the way in which we have managed any of the elements of those or your interaction with us you can let us know in the normal way you communicate with us or email us to let us know through any of the media set out in our Contact us Page.
  • We try and resolve any complaint fairly to you and us, as promptly as we can, and will try and respond to any complaint within 10  Business Days, if you do not accept what our conclusion, we will ask one of our team to take responsibility for it, let you know who that is, all within the  5 business days of you not accepting our resolution of your complaint.
  • We will do our best to reply to you within 20 Business Days unless there is a clear reason for extending this timescale, with a resolution.  We may ask you questions in between times to understand better the reasons for the complaint.
  • Hopefully, you will understand and accept why we have reached our conclusion and that the matter giving rise to the complaint will be closed.  If not, and if you are not satisfied with the way, we handle your complaint you may be able to refer your complaint to an arbitrator that you and we can agree on or the English Courts.
• You have your legal rights to raise court of action to promote a claim against us.  There are certain steps that a court would expect you to have completed before raising a claim against us in the courts.  We anticipate that in any such case you must give us the opportunity to respond to a complaint through our complaints procedure.

Data Protection

• Your information.
• Before we can offer you an account Product or Service Product or Service, you will need to provide certain information to us about you, your background, and your consent to us using this information to offer products to you. We will always use your personal data in accordance with our Privacy Policy which provides more details on how we use this data and how long we keep it for
• In acting for you, we will have access to the data you provide through a Purchase Order or through our Website.  We are a data controller under the relevant legislations and have Privacy Policies which summarise how we will use your personal information and with whom we share it.
• We will use your details for lawful purposes only and will not use or share your information for marketing purposes except where you have consented.

Termination

• Certain of the Products and Services mean we will continue to have a relationship after you complete a Purchase Order, and we may hold information for you.  We do not anticipate that we will want to end that relationship but if that comes to pass then this clause will determine what we will do:
  • We may terminate these terms and our relationship at any time by giving you three months written notice (subject to applicable law and Regulatory Requirements). There is no minimum duration of these Terms.
  • We may also terminate these Terms with immediate effect by written notice if required to do so for legal or regulatory reasons.

Effect of Termination

• You may continue to use our Products and Services you have purchased but we will no longer have any obligation to maintain those.
• You will remain due to pay us any money you owe us. We will cease to have any obligation to deliver Products which are undelivered at the date of cancellation which have not been paid for;
  you will continue to have an obligation where applicable to pay for Products which have been delivered at the date of cancellation (without prejudice to any right we may have to recover the products or your statutory right to cancel with refund); and
  all the other provisions of these terms and conditions will cease to have effect, except that Clauses, 5 (Liability to pay us), 15 (Limitations and exclusions of Liability), 19 (Assignment), 19.6 (Third Party Rights), and 19.10 (Which laws apply to these Terms and where you may bring legal proceedings) will survive termination and continue in effect indefinitely.

Other important terms

• We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
• Transferring or delegating our rights under the agreement
  • We may delegate the performance of our obligations under our Agreement with you to a third party. Before doing so we will take reasonable care to make sure that the third party will competently perform the obligations delegated, we will monitor the performance of the third party’s activities and will remain primarily responsible for the obligations delegated.
  • We may also transfer all or part of our rights and obligations under our Agreement with you to a third party (a “Transferee Firm”). We do not need your consent to do this but will only do so if we receive undertakings from that third party that you will be no less favourably treated than before the transfer was effected.
• Transferring your rights and obligations under the agreement
  • You may not assign or otherwise transfer any of your rights or obligations under the agreement to anyone else unless we have given you our prior written consent.

Legal/Tax matters

• We will not provide you with legal or tax advice and recommend that you obtain your own independent advice.
• Taxes and duties may be imposed by the government or other bodies on Products and Services that we provide to you. We are based in the United Kingdom and subject to tax laws in the United Kingdom applied to us.  We will tell you whether these taxes and duties will be included in our Prices or are detailed separately. You may have to pay them even if your Product or Service is designed to take advantage of other relief or exemptions and you are not resident in the United Kingdom.
• If we have to pay any tax liability that you incur on your behalf, we may recover these costs from you.
• You will be liable for all other taxes that are personal to you in respect of your use of the Product or Service, particularly where that Product or Service is used together with another firms products or services. Your tax liability depends on your personal circumstances and may be subject to change in the future.

Limitations and exclusions of liability

• Nothing in these terms and conditions will:
  • limit or exclude any liability for death or personal injury resulting from negligence;
  • limit or exclude any liability for fraud or fraudulent misrepresentation;
  • limit any liabilities in any way that is not permitted under applicable law; or
  • exclude any liabilities that may not be excluded under applicable law, and, if you are a consumer, your statutory rights will not be excluded or limited by these terms and conditions, except to the extent permitted by law.
• The limitations and exclusions of liability set out in this Section 19 and elsewhere in these terms and conditions:
  • are subject to the previous paragraph and
  • govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.
• We will not be liable to you in respect of any operational functionality of the operating system or platform you use to place trades in relevant markets as you instruct using the Product or Service.  The person or firm providing that operating system of platform will be responsible for the order execution settlement custody and money held by it for you as determined in the terms of that arrangement with you.
• We will not be liable to you in respect of your use a Product or Service or any losses arising out of any event or events beyond our reasonable control.
• We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities, or goodwill.
• You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees)
• Our aggregate liability to you in respect of any contract to purchase products from us under these terms and conditions shall not exceed the greater of the total amount paid at the date of liability being established by you to us.
• Confidentiality and publicity
• We and you, during the term of this Agreement and thereafter, keep and will keep confidential all, and shall not use for either of our own purposes (other than implementation of this Agreement) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including trade secrets and information of commercial value) which may become known to either one of us from the other and which relates to the other or any of its Affiliates, unless that information is public knowledge or already known at the time of disclosure from those sources, or subsequently becomes public knowledge other than by breach of this Agreement, or subsequently comes lawfully into the possession of the other from a third party.
• We and you shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.
• Neither you nor we shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

Nobody else has any rights under these Terms.

• These Terms are between you and us. No other person shall have any rights to enforce any of its terms.
  If a court finds part of these Terms illegal, the rest will continue in force.
• Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

Even if we delay in enforcing these Terms, we can still enforce it later.

If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking these Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you, but we continue to provide the products, we can still require you to make the payment at a later date.

Notices

• • • Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be:
  • (a)  delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case);
  • (b)   sent by email to the address given by you to us or us to you.
• Any notice or communication shall be deemed to have been received:
  • (a)  if delivered by hand, at the time the notice is left at the proper address;
  • (b)  if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
  • (c)  if sent by email, at 9.00 am on the next Business Day after transmission.
• The service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution must be given in terms of that procedure.
• Which laws apply to these Terms and where you may bring legal proceedings. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts, after you have utilised our complaints procedure and any associated arbitration.
• DEFINITIONS In these Terms, the meaning given to defined words in the Scheme Rules shall have the same meaning in these terms and the following words and expressions have the meanings set out below:
  • “Agreement” means the relationship between you and us, as determined by the documents which may be amended from time to time, specified in “Our terms at a Glance”.
  • “Annual Subscription” a payment for a product or service which you are told at checkout must be paid each year.
  • “Business Day” means any day on which banks in the UK are generally open for business, other than a Saturday, a Sunday and public holidays;
  • “Cash” means cash, money paid by an electronic payment system, excluding cash in coins or notes;
  • “Checkout” the process by which you buy or subscribe to a product or service.
  • “Contact us Page” means that or those pages which set out how you communicate with us;
  • “FCA” means the Financial Conduct Authority (25 The North Colonnade, Canary Wharf, London E14 5HS) or any other successor entity regulating the UK financial services industry;
  • “FCA Rules” means the current rules and guidance of the FCA;
  • “Intellectual Property Rights”  patents, utility models, rights to inventions, copyright and related rights, all other rights in the nature of copyright, trademarks 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, database rights, and all other intellectual property rights, 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.
  • 18.12.10.“Losses”  includes all liabilities, costs, expenses, damages, and losses (including any direct, indirect, or consequential losses, loss of profit, loss of reputation and all interest, penalties, and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses).
    • 18.12.11.“Monthly Subscription” a payment for a product or service which you are told at checkout must be paid each month
  • 18.12.12.“Purchase Order” means a confirmed instruction to buy a Product or Service available through our Website;
  • 18.12.13.“Partner(s)” means any one or more of the firms that you bring together to use to make your Product or Service work for your interests in utilising Products Services;
  • 18.12.14.“Prices” means the charge we make for the provision of Products or Services as set out on Our Website to be paid by you. These will be the costs and charges to be paid by you, for each of our Products and Services at the date of purchase or subscription, or as part of a Regular Subscription as varied from time to time.  Some Prices may be due to be paid on a recurring basis so long as you are recorded in our system as a user of a Product or Services, others only due once on purchase of a Product or Service;
• 18.12.15.“Privacy Policy” means the policy statement setting out the implementation of the Regulatory Requirements under data protection and privacy applicable to us (as amended from time to time);
• 18.12.16.“Product” the specific version of each of our algorithms sold by us and purchased by you through a Purchase Order and those items that you may buy that are not a Service.
• 18.12.17.“Regular Subscription” an annual or monthly or other regular subscription
• 18.12.18.“Regulatory Requirements” means:
  • any obligation that we or, where relevant, another person, has to comply with under any law or regulation (including any tax legislation, rules or guidance made by an applicable regulatory body including the FCA), or as the result of a decision by a court, ombudsman, or similar body; or
  • any obligation under any industry guidance or codes of practice which we or, where relevant, another person, follows; or
  • any other legal or regulatory requirement which is effective in the United Kingdom and to which we must give effect in providing and operating  the Products and Services;
• 18.12.19.“Security Details” means login in, coding or recoding information
• 18.12.20.“Services” means the training and other services provided by us described on our Website that you buy from us;
• 18.12.21.“Subscription” a recurring payment paid by you to us at checkout, Annual or Monthly Subscription.
• 18.12.22.“Terms” means these terms and conditions as amended from time to time,
• 18.12.23.“VAT”  value added tax or any equivalent tax chargeable in the UK or elsewhere.
• 18.12.24.“we”, “us”, “our” means Samuel & Co Trading Limited and any other party to whom we have transferred our rights and obligations under our Agreement;
• 18.12.25.“Website” and “Our Website “means www.samuelandcotrading.com or any other internet address which we may tell you about; and
• 18.12.26.“you” or “your” means the person or persons to whom we will provide the Products or Services in respect of our Agreement