Terms of Supply for Individual and Corporate Standard and Premium Membership
1.1 When the following words with capital letters are used in these Terms, this is what they will mean:
“Business Days” means any day other than a Saturday, Sunday or a public or bank holiday in England;
1.2 “Event Outside our Control” means any act or event preventing either us or you from performing any or all the obligations under the Contract which arise from or are attributable to acts, events, omissions or accidents beyond the reasonable control of the Party so prevented, including, without limitation, nationalisation, expropriation or other governmental actions; any change of law or regulation; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry (including changes in market rules); postal or other strikes, lock-outs or other industrial disputes (whether involving the workforce of the either us or you so prevented or of any other party), act of terrorism or of God, fire, flood, storm, war, riot, civil commotion, malicious damage; failure or breakdown in communications, computer facilities or software; default of suppliers or sub-contractors; and the failure of any relevant exchange, clearing house, settlement system or broker for any reason to perform its obligations;
“Order” means your order for the Services;
“Services” means the services that we are providing to you as set out in the Order; and
“Terms” means the terms and conditions set out in this document;
“we/our/us” means Kepler Partners LLP, a company incorporated in England and Wales under company registration number OC334771, with its registered office at 9/10 Savile Row, London, W1S 3PF; and
“you/your” means the website user who wishes to make, or is making, an Order.
1.3 When we use the words "writing" or "written" in these Terms, this will include e-mail unless we say otherwise.
2 Our contract with you
2.1 These are the terms and conditions on which we supply the Services to you.
2.1 Please ensure that you read these Terms carefully, and check that the details on the Order and in these Terms are complete and accurate, before you sign and submit the Order. If you think that there is a mistake or require any changes, please contact us to discuss.
2.2 As of the date of the Order, the level of Services covered by the Contract are:
a) standard Services (“Standard Services”) which is free for individual professional allocators or corporates, which includes a certain number of Kepler Partners’ Research Articles a year, as specified in the Order; and
b) premium Services (“Premium Services”) paid for individuals professional allocators or corporates, which includes an unlimited number of Kepler Partners’ Research Articles a year,
and “Services” shall collectively refer to Standard and Premium Services as set out above and specified in these Terms.
2.3 When you sign and submit or send via email [or post] the Order to us for Services or make payment as set out in the Order, this does not mean we have accepted your Order for the Services. Our acceptance of the Order will take place as described in Clause 2.4. If we are unable to supply you with the Services, we will inform you of this in writing and we will not process the Order.
2.4 These Terms will become binding on you and us when we issue you with a written acceptance of an Order, at which point a Contract will come into existence between you and us. Therefore, no Contract will come into existence between you and us unless we have sent you written confirmation and acceptance of your Order. If you have not received confirmation of receipt of your Order for a period of 5 Business Days from placing the Order please contact us on the contact details provided on your Order.
2.5 We shall assign an order number to the Order and inform you of it when we confirm the Order. Please quote the order number in all subsequent correspondence with us relating to the Order.
2.6 If you completed, signed and submitted the Order for and on behalf of any other person, you represent that you are a duly authorised agent of such person.
2.7 We reserve the right, in our sole and absolute discretion and without the need to give reason, to refuse to accept an Order. In such circumstances no Contract will arise and, in case of Premium Services, we will return any payment accompanying your Order to you.
2.8 You agree to keep user details and your password for the Services confidential at all times and to not disclose them to any third party at any time for any reason.
2.9 If any of these Terms conflict with any term of the Order, the Order will take priority.
3 Changes to Order or terms
3.1 We may revise these Terms from time to time to reflect, but not limited to, the following circumstances:
a) changes in relevant laws and regulatory requirements;
b) changes in the nature of the Services.
3.2 If we have to revise these Terms under Clause 3.1, we will give you at least one month's written notice of any changes to these Terms before they take effect. You can choose to cancel the Contract in accordance with Clause 10. (Your rights to cancel and applicable refund).
3.3 If you wish to cancel an Order before it has been fulfilled, please see your right to do so in Clause 10 (Your right to cancel and applicable refund).
4 Providing services
4.1 We will supply the Services to you using reasonable care and skill from the date set out in the Order for a period as set out in the Order.
4.2 Subject to Clauses 11 (Our rights to cancel and applicable refund) and 16 (Events Outside Our Control), we will use our reasonable endeavours to provide the Services advertised.
4.3 We will make every effort to provide the Services on time. However, there may be delays due to an Event Outside Our Control. See Clause 9 (Events Outside Our Control) for our responsibilities when an Event Outside Our Control happens.
4.4 We may appoint independent sub-contactors to run or assist with the provision of the Services or use third parties to arrange or provide certain aspects of our Services. You agree that our obligation to you is to use reasonable care in selecting competent, independent sub-Contractors and third-party suppliers to provide reasonable services related to the Services. You agree that we are not responsible for the actions or omissions of such sub-contractors or third-party suppliers.
4.5 We may have to suspend the Services if we have to deal with technical problems. We will contact you to let you know in advance where this occurs, unless the problem is urgent or an emergency.
4.6 If you do not pay us for the when payment is due as set out in Clause 13 (Price and Payment) we may suspend the Services with immediate effect until you have paid us the outstanding amounts (except where you dispute an invoice under Clause 13.10 (Price and Payment)). We will contact you to inform you if such a situation is to occur. Notwithstanding this Clause 4.8 our right to charge you interest under Clause 6.5 remains unaffected.
4.7 Any information provided as part of the Services is intended for the sole confidential use of the person or firm to whom it is provided by us. Any reproduction, distribution or use of the Services for any other purpose, in whole or in part, or the disclosure of its contents, without our prior written consent is prohibited.
4.8 Any information provided as part of the Services is intended for informational purposes only and does not constitute advice or an offer, invitation, solicitation or recommendation to enter into any transaction, offer or arrangement by us.
4.9 In preparing this any information provided as part of the Services, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was otherwise used in the preparation of information. None of us, or our advisers or affiliates or any of our respective directors, officers, employees, partners, shareholders or agents are under any obligation to update the information provided. Any information provided has not been audited or verified by an independent party and is subject to change at any time, without notice. None of None of us, or our advisers or affiliates or any of our respective directors, officers, employees, partners, shareholders or agents shall have any liability to any recipient of any information or any other person in relation to or resulting from the use of or reliance on any such information or any errors therein or emissions therefrom.
5 If there is a problem with the services
5.1 If there is any issue with the provision of the Services:
a) you shall contact us and tell us as soon as reasonably possible; and
b) we shall make reasonable efforts to resolve any issue as soon as reasonably practicable.
5.2 If you have a complaint during the provision of Services, you will bring it to our attention at the earliest appropriate opportunity in order that remedial action may, if appropriate, be taken. You expressly acknowledge that it is unreasonable to take no action during the provision of Services but to complain later. Any outstanding complaint not resolved during the provision of Services must be notified to us in writing within 30 calendar days of the scheduled end of the provision of Services. To the extent permitted by law, we will not be liable in respect of any claims/complaints raised later than 30 calendar days from the delivery of the Services.
6 Price and payment
6.1 The price for Premium Services will be set out in your Order at the time we confirm your Order. We may change our prices at any time at our sole discretion without giving you notice. Price changes will not affect Orders that we have already accepted and confirmed to you.
2.10 The price for Premium Services is payable on a recurring annual basis without further notice to you until we receive notice of your wish to terminate your membership in accordance with Clause 10 below (Your rights to cancel and applicable refund).
6.2 The prices displayed include VAT. If the rate of VAT changes between the date of acceptance of the Order and the date of delivery or performance, we will adjust the rate of VAT that you pay, unless you have already paid for the Services in full before the change in the rate of VAT takes effect.
6.3 Payment for the Services will be and must be made as set out in your Order. Please contact us on the contact details provided in your Order if you would like a VAT invoice sent to you or your accounts department.
6.4 Payment may be made by Stripe or directly via an invoice from Kepler.
6.5 Where we are providing Services to you, we will ask you to make the payment as set out in your Order. Your rights to a refund on cancellation are set out in Clause 10 (Your rights to cancelation and applicable refund). We will invoice you in advance of the provision of the Services. You must pay each invoice in cleared monies within 30 calendar days of the date of invoice. Each invoice will quote the Order number. Once we receive the payment, we will start providing the Services.
6.6 If you do not make any payment due to us by the due date for payment, we may cancel the Services in accordance with Clause 11.4.
6.7 However, if you dispute an invoice in good faith and contact us to let us know promptly after you have received an invoice that you dispute it, Clause 6.6 will not apply for the period of the dispute.
7 Use of the Services and Copyright
7.1 You warrant that in using our Services, you will comply at all times with all applicable law and regulations and these Terms of Supply.
7.2 You warrant and undertake that you will not use our Services:
a) in any way that breaches any applicable local, national or international law or regulation;
b) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
c) for the purpose of harming or attempting to harm any person (including minors) in any way.
7.3 You warrant and undertake that you will not reproduce, duplicate, copy or re-sell any part of our Services in contravention of the provisions of these Terms.
7.4 We will own the copyright, design right and any and all other intellectual property rights related to or accruing as a result of the Services. The Services are protected by copyright laws and treaties around the world and for the purpose of such laws we shall be deemed authors and owners of the Services. All such rights are reserved.
7.5 If you use the Services and/or any information obtained during the provision of the Services in breach of these Terms, your right to use the Services and information obtained during the provision of the Services will cease immediately and you must, at our option, return or destroy the Services and/or information obtained during the provision of the Services in a manner which will be set out by us.
7.6 This Clause 7 shall survive termination of any Contract and the cancellation of the provision of the Services.
8 Our liability to you
8.1 We shall not be liable to you for any conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity, any liability for any direct, indirect or consequential loss, fines or damage whether in contract, tort (including negligence, breach of statutory duty, or otherwise, even if foreseeable including, without limitation any liability for loss of income or revenue, loss of business or sales, business interruption, loss of profits, loss of savings and pure economic loss, or contracts, loss of anticipated savings, loss of business opportunity, goodwill or reputation, wasted management or office time, and any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, in regards to the Contract.
8.2 Our total liability to you in respect of all losses arising out of or in connection with these Terms, whether in Contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the price paid by you for the Services] as specified in your Order.
8.3 We only provide the Services for your use. You agree not to use the Services for any re-sale purpose, unless we agree otherwise with you, and we have no liability to you for any conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity, any liability for any direct, indirect or consequential loss, fines or damage whether in contract, tort (including negligence, breach of statutory duty, or otherwise, even if foreseeable including, without limitation any liability for loss of income or revenue, loss of business or sales, business interruption, loss of profits or contracts, loss of anticipated savings, loss of business opportunity, goodwill or reputation, wasted management or office time, and any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, in regards to the Contract.
8.4 We do not exclude or limit in any way our liability for:
a) death or personal injury caused directly by our negligence;
b) our fraud or fraudulent misrepresentation;
8.5 Except as set out in these Terms, all warranties, conditions and other terms implied by statue or common law are, to the fullest extent permitted by law, excluded from these Terms.
8.6 This Clause 8 shall survive termination of any Contract and the completion of any Order.
9 Events Outside Our Control
9.1 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.
9.2 If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms in respect of the provision of Services:
a) we will contact you as soon as reasonably possible to notify you; and
b) our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery or provision of the Services to you, we will arrange a new delivery date, as applicable, with you after the Event Outside Our Control is over. Where the Event Outside Our Control affects our performance or supply of the Services to you, we will restart the performance or supply of the Services as soon as reasonably possible after the Event Outside Our Control is over or seek an alternative means of providing the Services, provided that we determine that it is reasonable and safe to do (including, without limitation, providing the Services at a different location or on a different date and/or time).
9.3 You may cancel the Contract if an Event Outside Our Control takes place and you no longer wish us to provide the Services. Please see your cancellation rights under Clause 10 (Your rights to cancel and applicable refund). We will only cancel the Contract if the Event Outside Our Control continues for longer than 30 calendar] days in accordance with our cancellation rights in Clause 11 (Our rights to cancel and applicable refund).
10 Your rights to cancel and applicable refund
10.1 Orders for Services may only be cancelled by written notice to us not less than 30 calendar days before the initial performance date of the Service. Any Service cancellation must be notified in writing by the person who placed the Order to us at the contact details set out in your Order. We cannot accept cancellations by telephone.
10.2 You may cancel your Services at any time by emailing firstname.lastname@example.org and inserting “CANCEL MEMBERSHIP” in the title of the email. You must include your full name and order number.
10.3 Once the provision of the Services has begun, and you notify us your intention to cancel your membership, the services will continue for the remaining term, as specified in the Order. We will not provide any refund for the remaining term of your Order after your cancellation.
10.4 If you do not notify us of your intention to cancel the Services, your Order will renew automatically on the same terms as set out in your Order, save for any increase in the price of the Services we may decide.
10.5 We may suspend the Services or terminate the Services and the Contract (at our option) with immediate effect in the following circumstances:
a) you have materially breached these Terms in any way;
b) you have materially breached the terms of our Terms of Website Use in any way;
a) you cancel a Service Order less than 30 calendar days before the date of the initial performance date of the Service;
b) you fail to accommodate the performance of the Service, should accommodation be necessary for its performance; or
c) you interrupt the performance of the Service prior to completion without due cause,
you will forfeit 100% of the price paid by you for the Services.
10.7 Before we begin to provide the Services, you have the right to cancel the Services because we are affected by an Event Outside Our Control as per Clause 9.3 (Events Outside Our Control). As stated in Clause 9.2,(Events Outside Our Control) if we have not commenced providing the Service and we are affected by an Event Outside a member of our team will we contact you and propose alternative dates for the performance of the Service or an alternative Service. If no alternative is suitable you may cancel the Service by written notice to us.
11 Our rights to cancel and applicable refund
11.1 We reserve the right, in our sole and absolute discretion, to cancel any Order of Services that has not commenced, for any reason whatsoever at short notice (including, without limitation, the unavailability of stock, or for reasons of an Event Outside Our Control). In these unusual circumstances, all monies paid to us will be repaid to you in full.
11.2 A Service, that has commenced may also be cancelled by us for any reason whatsoever at short notice (including, without limitation, for reasons of an Event Outside Our Control). In these unusual circumstances an appropriate percentage (as determined by us in our sole and absolute discretion) of the total price paid by you will be credited to you.
11.3 We will not be liable to pay any compensation or incidental costs or expenses that you may incur as a result of such cancellation or for any other loss, fines or damage howsoever caused arising out of such cancellation.
11.4 We may cancel an Order for Services or not, and whether commenced or not, at any time with immediate effect by giving you written notice if you break the Contract in any way. In such circumstances you will forfeit 100% of the price paid by you.
12 Information about us and how to contact us
12.1 We are a limited liability partnership registered in England and Wales. Our company registration number is OC334771 and our registered office is at 9/10 Savile Row, London W1S 3PF, our registered VAT number is 932352538
12.2 If you have any questions or if you have any complaints, please contact us. You can contact us by telephone at or by e-mail at the contact details set out in your Order.
12.3 If you wish to contact us in writing, or if any Clause in this Contract requires you to give us notice in writing, you can contact us at the contact details set out in your Order form.
13 How we may use your personal information
14 Other important terms
14.1 This Contract, as may be amended from time to time, constitutes the entire agreement between us and you. You acknowledge that you have not relied on any statement, promise or representation made or given by us or on our behalf which is not set out in this Contract. This Contract supersedes all prior understandings, arrangements, agreements, representations, proposals, marketing or communications, whether or not executed or offered, all conditions and warranties whether expressed, implied or otherwise, and all representations, statements, negotiations, understandings and undertakings between you and us, whether written or oral. You will not rely on any understandings, arrangements, agreements, representations, proposals, marketing, communications, conditions, warranties, representations, statements, negotiations, understandings and undertakings (whether expressed, implied or otherwise) unless they are expressly incorporated in this Contract.
14.2 If we fail to insist that you perform any of your obligations under this Contract, 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.
14.3 We may assign, transfer or novate our rights and obligations under this Contract to one or more organisations which may not be connected to us, and we will always notify you in writing if this happens, but this will not affect your rights or our obligations under these Terms.
14.4 If any part of this Contract is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that part shall, to the extent required, be severed from this Contract and shall be ineffective without, as far as is possible, modifying any other part of this Contract and this shall not affect any other provision of this Contract, which shall remain in full force and effect.
14.5 This Contract is between you and us. No other person (other than a successor in title or permitted assignee) shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract but this does not affect any right or remedy of a third party which exists or is available apart from the Act.
15 This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-Contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. It is agreed that the English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our site, although we retain the right to bring proceedings against you for breach of these terms in your country of residence or any other country.