Adopted March 2018. Amended March 2019.
- We are MI Capital Research Limited (also referred to as “we” “us” and “our”) incorporated and registered in England and Wales with company number 08634361 whose registered office is at Halford Chambers, 1-3 Halford Road, Richmond, London TW10 6AW.
- You are a retail financial advisory or wealth management firm and your name is set out in associated Purchase Orders and Proposal (also referred to as “you” and “your”). You research tax-advantaged products (“Products”) and make arrangements for your clients to acquire them.
- Our website, “MICAP”, is designed to allow you to access information about Products, and undertake research and produce reports to support the suitability and appropriateness of the Products.
- Our Panel Support Services are designed to help you to create a centrally managed and approved shortlist of investment managers and Products (also referred to as a “Panel”) based on your own selection criteria and risk tolerances.
- You have been provided with a Proposal and a Purchase Order. The Proposal, Purchase Order and this agreement together set out the complete terms on which we will provide Panel Support Services to you. If there is any conflict between these documents the Purchase Order should be considered first, then the Proposal and finally this agreement.
- Access to MICAP is a requirement for subscription to our Panel Support Services, as set out in the corresponding Purchase Order and Proposal you have been provided. Your access to MICAP will be governed by our Adviser Agreement.
- You will pay the Fees set out and in the manner described in the Purchase Order and Proposal. The Panel Support Services will commence on payment of our Fees and be subject to any minimum term as set out in the Purchase Order and Proposal.
- Subject to any minimum term of our Panel Support Services set out in the Purchase Order and Proposal, we may amend our Fees by giving you one month’s notice in writing. If you do not want to pay a fee increase you may terminate this Agreement by giving us one month’s notice in writing.
- The level of services we offer to you will be as set out in the Purchase Order and Proposal, and this will also determine the frequency with which we perform the services, the types of Products (EIS, VCT, BR etc.) considered and any other additional items specifically set out in the Purchase Order and Proposal. If we cannot perform services by the date we agree with you, we will arrange a new date and time for delivery.
- If the services set out in the Purchase Order and Proposal include ongoing telephone and email support from us, this is subject to fair usage. We will use reasonable endeavours to respond to any queries within three business days of receiving them, and to be available during normal business hours.
- Our Panel Support Services are reliant on Product data, which is provided to us by the relevant investment managers. We will maintain the Product data with reasonable care and skill in order to provide our Panel Support Services to you.
- You acknowledge that we rely on the investment managers for the accuracy of the Product data. You acknowledge that as we rely on the investment managers to maintain the Product data accurately, that we accept no liability for the inaccuracy of any Product data despite our reasonable endeavours. You also acknowledge that, as some the investment managers may not give us Product data in a timely manner, we accept no liability for any Product data that is out of date despite our reasonable endeavours.
- If set out in the Purchase Order and Proposal, we will be required to provide you with a Panel Document setting out the results of our market screening exercise based on your own selection criteria. Any Panel Document will be created by us with reasonable care and skill and will be delivered by email unless we agree with you otherwise.
- Any Panel Document will be valid for a maximum of 12 months from the date it is delivered to you. The Panel Document is for your internal use only and is not for redisplay to the public or to any external parties, except as required by law or on request by the FCA or any equivalent regulatory body.
- You will use your skill and judgement as a professional financial adviser or wealth management firm to analyse and compare Products and decide which ones are suitable and appropriate for your customers. You acknowledge that MICAP does not provide financial advice and that the decision on whether or not to include a Product in your Panel rests firmly and solely with you.
- Neither you nor we exclude or limit liability to the other for:
- fraud or fraudulent misrepresentation;
- death or personal injury caused by negligence;
- a breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
- any matter in respect of which it would be unlawful for the parties to exclude liability for respectively.
- Subject to clause 16, we shall not in any circumstances be liable whether in contract (by way of indemnity or otherwise), tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:
- any consequential or indirect loss or damage; nor
- loss of profits, business, business opportunities, revenue, turnover, reputation, goodwill, loss or corruption of data or information, anticipated savings or wasted expenditure (including management time) (all however so arising); nor
- any loss or liability (whether direct or indirect) under or in relation to any other contract.
- Subject to clause 16, our total aggregate liability in contract (by way of indemnity or otherwise), tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement or any collateral contract shall in all circumstances be limited to £100.
- You indemnify us and will hold us harmless against any and all costs (including legal costs), damages, expenses, losses and liabilities arising from allegations or actions that result from us providing services to you.
- A person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
- You may not assign any of the rights you have under this Agreement or this Agreement itself.
- The exclusions and limitations in this Agreement apply only to the extent that they are permitted by law.
- The Agreement is governed by the laws and England and Wales and you and we both submit to the exclusive jurisdiction of the English Courts in respect of all disputes that arise between you and us.