top of page
images (39)kl.jpg

terms & conditions

TERMS AND CONDITIONS

  1. INTRODUCTION

Welcome to WE TRADE LTD. Thank you for choosing us (“WE TRADE LTD”, “WE”, “US”, “OUR”) These are our terms and condition for the use of our company and account management. WE TRADE LTD provide investment opportunity for small investors who can’t take advantage of the financial markets, Architectural Markets and Agricultural markets investment. We give you the opportunity to dive in a profitable industry which we do all the technical side of the work which provide a steady increase on your investment/equality. By signing up or otherwise using any of our services, including all associated features and functionalities, website and user interface as well as content an software applications associated with our service. You are entering a binding contract with WE TRADE LTD.  

 2. YOUR AGREEMENT WITH “WE TRADE LTD”

Your agreement with us includes these terms and any additional terms that you agree to, as discussed in the entire agreement section below, other than terms with any third parties agreement include terms regarding future changes to the agreements, automatic renewals, limitations of liability privacy, waiver of class actions, and resolution of disputes by arbitration, instead of in court. If you wish to review the terms of agreements. The current effective version of agreements can be found on WE TRADE LTD website. You have acknowledged that you have read and understood the agreements, accept these agreements, and agree to be bound by them. If you don’t agree with (or cannot comply with) the agreements, then you may not use the WE TRADE LTD service or access any content.

 

      In order to use the WE TRADE LTD service and access any content, you need to (1) be 18 years or older, or be 14 years or older and have your parents or guardian’s consent to the agreements, (2) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws, and (3) reside in the Caribbean’s . you also promise that any registration information that you submit to WE TRADE LTD is true, accurate, and complete, and you always agree to keep it that way

3. CHANGES TO THE AGREEMENTS

Occasionally we make changes to the agreements. When we make material changes to the agreements, we’ll provide you with notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the service or by sending you an email. In some cases, we will notify you in advance, and your continued use of the service after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully. If you do not wish to continue using the service under the new version of the agreements, you may terminate your account by contacting us.

4. OTHER DEFINITIONS YOU NEED TO KNOW

5. A SUMMARY OF YOUR RESPONSIBILITIES

5.1 INVESTMENT DECISION

5.2 VERIFYING YOUR TRANSACTION

We may put a hold on your funds.

Online payments and other Instruments for deposit to your account may not always be deposit right away. We may place a hold on funds to ensure that the financial institution on which the deposit or instrument is drawn will not return the item. 

A hold, however, provides no guarantee that a online payment or Instrument will not be returned as invalid or otherwise after the hold period has expired. Ultimately, you are responsible to us for any online payment or Instrument that you deposit that is returned to us, regardless of whether  any hold period has expired.

The length of time you have dealt with We Trad Ltd, the amount of funds already in your account, local and international cleaning arrangements, and the amount and characteristics of the item , online payments  or Instrument being deposited may all influence whether the funds will be held, and the length of the hold period. 

5.3 PAYMENT OBLIGATION AND PROVIDING SECURTIES

6. GENERAL TERMS AND CONDITIONS

6.1 WHO IS THE BOUND BY THE AGREEMENT?

  You are bound by all the agreements in the terms and condition, General terms of condition, investment agreement. They apply to you, rates and fees schedule binding on you, your estate. Your heirs, executors, administrators and your personal and legal representative.

6.2 SEPARATE AGREEMENT AND SEVERABILITY   

Each of the agreement, including in the terms of condition is a separate contract if a court holds any of those agreement or any other provision in these terms of condition, as invalid or unenforceable in whole or in part, the remaining agreements and provisions shall still be in effect and binding adding or changing.

 

We can amend, change, modify add or remove any of the terms and conditions in this section the investment (plan) service agreements, rates and fees schedule or any other agreement at any time. We can also alter at any time any of the interest rates, benefits, features, operating condition for accounts, investment certificate of term of investing and service we offer we will notify you of changes in accordance with legal requirements

6.3 GOVERNING LAWS AND REGULATION

Your account (s), certificate (s) of investment, term of investment (s), the rates and fees schedule, the certificate of investment confirmation form(s), the term of investment confirmation form(S), the investment  account agreement and this term of investment agreement are governed by the laws of the country where your account (s), certificate (s) of investment /or term of investment account is (are) domiciled.

 

You agree to be bound by the terms and conditions in the agreements, all of the account service agreements as they apply to you, the rates and fees schedule, the term of investment confirmation, the certificate of investment confirmation and your application for investment service.

 

The agreements, will amended from time to time, constitute the entire agreement between you and WE TRADE LTD. Regarding the account (s), the term of investment(s) and the services and it replaces all previous agreements, either written or oral, between you and us with respect to the same subject matter. The terms in this governing law and in the Terms of investment Agreement also apply to Certificates of investment to the extent they do not conflict with any of the terms set out in the Certificate of investment confirmation. If there is a conflict between the terms set out in the Certificate of investment confirmation and any of terms in this governing law or in the Term of investment Agreement, the terms of the Certificate of investment Confirmation form shall prevail to the extent necessary to resolve the conflict.   

6.4 LIABILITY FOR TAXES

7. AGREEMENT THAT APPLY WHEN YOU OPEN AN INVESTMENT ACCOUNT.

7.1 INVESTMENT ACCOUNT AGREEMENT

This investment agreement, will amended from time to time, sets out the terms under which we provide term of investments and certificates of investments, operate investment accounts and certificate of investments accounts, and provide certain financial services and carry-out instructions. It applies to each term of investments and certificate of investments (to extent there is no conflict with any of the terms set out in the Certificate of investment confirmation) that you have with us and it replaces all prior agreements, either written or oral, between you and us regarding Certificate of investment and terms of investment.

If you have a certificate of Investment, the terms in the certificate of Investment confirmation are in addition to the terms in this investment agreement and they apply to you to the extent they do not conflict. If there is a conflict between the terms set out in the certificate of investment confirmation and any term in this Investment agreement the terms of the certificate of investment confirmation shall prevail to the extent necessary to resolve the conflict.

 

When you signed the term of investment confirmation or the certificate of investment confirmation, you acknowledged having received, read and agreed to the terms and conditions in this term of investment agreement and in the certificate of investment confirmation which govern your term of investment and certificate of investment (as applicable) and the applicable rates fees schedule. In addition, you are responsible for:

  1. Any instruction given regarding the term of investment (s) or certificate (s) of investment,

  2. Any request made for service relating to the term of investment (s) or certificate of investment, and

  3. All your liabilities and obligation to us.

 

If , where applicable , you opened a term of investment or certificate of investment over the telephone or through WE TARDE LTD online internet platform (where applicable ), your use of the term of investment account or certificate of investment account (as applicable ) or our issuing you a term of investment confirmation or certificate of investment confirmation mean that you agree with the following terms and conditions governing the term of investment (s) and certificate (s) of investment .

 

General information and terms and conditions that apply to all term of Investment and certificate of investment.

 

Depending on the country in which your term of investment account or certificate of investment account is domiciled, WE TRADE LTD may offer a variety of term of investment or certificate (s) of investment with different features and terms. Not all term of investment or certificate of investment products and terms are available in every country. Minimum amount requirements apply purchase a term of investment or certificate of investment and other terms and conditions may vary depending on type of term of investment or certificate of investment and the country in which your term of investment account or certificate of investment account is domiciled. Please refer to your branch or the rates and fees schedule for the types of term of investment and certificate of investment, the various terms and for the minimum amount requirements for term of investment and certificate of investment products we offer in your local jurisdiction.

 

Access to your Account (s), Term of Investment (s) and certificate (s) of investment.

 

Access to your account and transaction may be subject to daily limits or other limits set by us. We will tell you the limits from time to time.

We can require you to go to the branch where you maintain your account, term of investment or certificate of investment to do any transaction relating to your account term of investment or certificate of investment.

Where available, we may allow you access to your account, term of investment account or certificate of investment account and conduct transactions through other channels, such as telephone investing or online investing, subject to the following:

  1. If your account, term of investment account or certificate of investment account is accessed by using your We trade ltd card and personal identification number (pin), your transactions are also governed by the terms of the We trade ltd cardholder agreement contained in this term of agreement, and

  2. If your account, term of investment account or certificate of investment account is accessed by telephone, computer or any other electronic access devices that we allow, your transactions are also governed by the terms of the telephone/fax/e-mail investment agreement in this term of agreement.

 

You acknowledge that nothing in this term of investment agreement, in the certificate of investment confirmation or in any rates fees schedule or in any other agreement between you and us, will prevent us from restricting access to your account (s), certificate (s) of investment account or term of investment account(s), refusing to release funds in your account(s), certificate of investment account(s) or term of investment account(s) if we are required to do so or if , in our opinion , there is unusual ,improper or suspicious activity in your account(s), certificate (s) of investment account or term of investment account (s) or closing your account(s), certificate (s) of investment or term of investment (s) for any reason, in our sole and complete discretion.

7.2  Your Term of Investment and Certificate of investment account obligations

                 You must:

  • give us specific authorization or additional information if reasonably required by us, and

  • ensure that all your instructions to us meet our requirements as to form, signatures, verification and authorization.

You agree to take all reasonable precautions to maintain the security and integrity of your term of investment account(s) and certificate of investment account(s). You also agree to maintain systems, procedures and controls to effectively prevent and detect:

  • theft of funds and instruments,

  • forged, fraudulent and unauthorized transactions, and

  • losses due to fraud, forgery, unauthorized access to the term of investment account(s), certificate of investment account(s) or service (s) or other improper or unlawful actions.

 

Without limiting the foregoing, you will:

  • complete all cheques you issue so that they are not easy to alter,

  • ensure that all cheques that you issue are numbered sequentially

  • ensure that all cheques are secured in the same way as large amount of cash,

  • ensure that cheques imprinters, facsimile signature devices and other equipment that might be used in giving instructions are effectively secured when not in use,

  • ensure that access to passwords, procedures and other information required for giving instructions is not shared with or disclosed to anyone, and

  • diligently supervise and monitor the conduct and activities of all other persons having any role in the preparation of instructions, security relating to investing functions or other matters relating to your term of investment account(s), Certificate of investment account(s) or service (s).

You agree to advise us of any suspicious circumstances that you are aware of about an item for investment or other transaction involving your term of investment(s) or certificate(s) of investment at the time of your instruction to us.

 

Term of investment or certificate of investment purchase

 

You are responsible for settling payment of your instructions. Unless you have made specific arrangements with us, you will ensure that you have sufficient cleared funds to settle any instruction given to us before the instruction is given. We may, but are not required to, settle an instruction if sufficient cleared funds are not available in your account. The reported balances for your account may include amounts which are not cleared funds.

In deciding whether you have sufficient funds available in your account for us to settle any instruction given to us, we may take into consideration:

  • any earlier instructions you have given us, and

  • any outstanding authorizations we have given to third parties on your behalf such as merchants and retailers for any of your card, credit card and debit (POS) transactions and any automated investment service transactions.

We may not necessarily take into consideration any regular credits or investment made into your account or any credits or investment that are received after we have decided to refuse to act upon your instructions.

You acknowledge that we must clear instructions using a clearing system and are bound by rules of any clearing system we use, including local and international clearing arrangements, rules for endorsement of instructions, identity of payee and the time for final settlement. These rules affect our ability to honor your request to cancel instructions and the procedures we must follow to settle your instructions and clear funds for you.

We reserve right to clear and transfer instructions by whatever method we choose, whether they are drawn on your account or negotiated by you. you grant us sufficient time to settle all instructions. You also acknowledge that we may delay crediting your account with funds or delay opening your term of investment or certificate of investment until we receive the cleared funds for the instruction.

In certain counties, customers can only draw cheques on their accounts and on accounts held at other financial institutions and invest items to their accounts that are encoded with magnetic ink character recognition or “MICR” AND that are not damaged or mutilated.

​

In the event an instrument is used to purchase the term investment or Certificate of investment and that instrument is subsequently returned to us unpaid for any reason whatsoever (e.g. insufficient funds, account closed, funds not cleared, irregular signature, etc.) the term investment or certificate of investment (as applicable ) will be considered non-existent and this term investment agreement or certificate  of investment confirmation (as applicable) will automatically be cancelled  without any prior notice to you. In such circumstance, we will not be responsible to pay you any interest that may have accrued from the date the term investment or certificate of investment was issued until the date the instrument was returned to us unpaid and you agree that any charge(s) levied against us by the institution as it relates to the returned instrument must be reimbursed by you.

You also agree that we can deduct from any account, term investment account or certificate of investment account you maintain with us :

  1. any fees (including monthly fees), service charges and any additional service charges associated with the account, term investment, certificate of investment or service,

  2. any debt, liability obligation or any amount including fees, charges, costs and expenses that you or any of you (in any case of joint account or joint term investment) owe to us or owe to any of our subsidiaries without prior notice to any of you. If the debt, liability or obligation is in a currency other than the currency of the account, term investment or certificate of investment, we can use all or part of such credit balance to buy any currencies that may be necessary to pay the debt, liability or obligation,

  3. the amount you ask us to pay in any instruction,

  4. the amount of any instruction we have paid to you or credited to your account, term investment account or certificate of investment account  and for which we do not receive settlement for any reason whatsoever (including , without limitation, fraud, forged endorsement, insufficient funds, account closed , funds not cleared, irregular signature ) together with all related costs,

  5. the amount of any counterfeit or otherwise invalid currency deposited or transferred to your account or used to purchase a term investment or certificate of investment, and

  6. any government stamp duties, governmental fee or charges, value -added taxes or similar type of tax that is payable by us or by you to local government and that may apply: (i) to this term investment  agreement, certificate of investment confirmation or any other agreement you have entered into with us, (ii)to any of the cheques drawn against your account, (iii)to any instrument you deposit in your account or that we negotiated on your behalf, or (iv)to any foreign currency transaction  we process on your behalf.

If any of the above described deductions create or increase an overdraft in your account, you are still responsible for each charge, debit or liability until you pay us in full. You promise to pay us on request, the amount of any overdraft along with your overdraft charges then current.

We can at any time without prior notice refuse to honour an instruction for any proper or lawful reason, including garnishment, a trust provision or an instruction which would overdraw your account or increase the overdraft in it. We retain this right even if we have previously chosen not to exercise it.

7.3 TERMINATION 

We Trade LTD can terminate service to any individual without notice. We can close your account (s)' certificate(s) and/or terminate any of the service we provide to you, without prior notice to you in any circumstances in which we consider it reasonable to do so including, without limitation, in the following circumstances.

 

1A. With notice we can close your account (s)and/or cancel any of the services we provide to you, without reason, by giving you thirty (30) Days written notice to the extent applicable. Your obligation to us continue if we close your account, you are not relieved of your obligation to us regarding any terminated account until your obligation to us have been satisfied in full.

8. COMMUNICATING WITH EACH OTHER

You can contact us by using the address and other contact details we give you when you open your account, Certificate of Deposit and Terms Deposit. We will let you know if any of these details change. If you contact us by telephone, we will take reasonable steps to verify your identity before providing any account, Certificate of Deposit and Terms Deposit information.

 

We will communicate with you about your account, Certificate of Deposit and Terms deposit activity in the manner that you have agreed to either by mail (at your address in records) or by electronic communication (where available)

 

Any electronic communicate that we receive from you or in your name will be considered duly authorized and binding on you and we will be authorized to rely and act upon such communication. in this regard:

 

  1. We will be entitled to rely upon any signature appearing on a facsimile transmission that purports to be your signature or the signature of your representative (s), and

  2. You recognize that possession or use of your Electronic Signature ,Pin, password ,PAC, security  code or access code  by any other person may result in that person having access to and being able to use the relevant means of Electronic communication and we will not be liable for any loss, damage expense or  inconvenience that results.

9. OUR RESPONSIBILITIES AS YOUR AGENT

WE TRADE LTD are responsible to provide wide range investments

Opportunities to our clients, also a platform to manage and grow your investments, learning materials to improve your knowledge in the specified portfolio your investing in.

10. JOINT ACCOUNT

If an account, Certificate of deposit and/or term deposit account has multiple account holders, the signing arrangement will be indicated in the application for deposit services, in the term deposit confirmation form or in the Certificate of Deposit confirmation form and it will determine from whom we will accept instructions to operate the account or regarding the certificate of deposit or term deposit and you will be bound by any instructions given to us by the designated signing authority(ies). Any designed signing authority will remain in force and can be relied upon by us until we receive written notice of change for the designed signing authority(ies)

 

We will send notices in accordance with the section entitled “adding or changing the terms of the agreements and notification of changes’ to the primary account holder certificate of deposit account holder/or term deposit account holder only at the last address we have on file and we consider notice to the primary account all of you including any joint account , joint certificate of deposit account holders or joint term deposit account holders. As joint account, joint certificate of deposit account holder or joint term deposit account holders, you agree that all notices will be provided to the primary account holder, primary Certificate of deposit account holder or primary term deposit account holder and such notices will be deemed to have been received by you when provided to the primary account holder, primary certificate of deposit account holder or primary term deposit account holder. As primary account holder, primary Certificate of deposit account holder or primary term deposit account holder, you also agree to give a copy of all notices you have received from us to all joint account holders, joint certificate of deposit account holders or joint term deposit account holders.

 

Because legal responsibilities and tax consequences vary depending on the ownership, survivorship rights and signing arrangements, you may want to discuss these matters with your legal and/tax advisor when establishing an account, certificate of deposit or term deposit with multiple account holders. We assume no responsibility for any claim or loss whatsoever arising from or relating to the signing arrangement selected or the ownership or survivorship rights associated with that signing arrangement.

11. YOUR PAYMENT OBLIGATION TO US

​

You are responsible for settling payment of your instructions. Unless you have made specific arrangement with us, you will ensure that your accounts have sufficient cleared funds to settle any instruction given to us before the instruction is given. we may, but are not required to, settle an instruction if sufficient cleared funds are not available in your account. The reported balances for your account may include amounts which are not cleared funds.

In deciding whether you have sufficient funds available in your account for us to settle any instruction given to us, we may take in consideration:

  1. Any earlier instructions you have given us; and

  2. Any outstanding authorizations we have given to third parties on your behalf such as merchants and retailers for any of your card transactions and any automated banking services transactions.

We may not necessarily take into consideration any regular credits or deposits made into your accounts or any credits or deposits that are received after we have decided to refuse to act upon your instructions.

We can process your payment instructions and any charges to your accounts in any order convenient to us. Where more than one instruction is presented for payment on your account, the order of processing may affect whether an instruction is honoured if there are insufficient cleared funds in the accounts.

You acknowledge that we must clear instructions using a clearing system and are bound by the rules of any clearing system we use, including local and international clearing arrangements, rules for endorsement of instructions, identity of payee and the time for final settlement. These rules affect our ability to honour your request to cancel instructions and the procedures we must follow to settle your instructions and clear funds for you.

We reserve the right to clear and transfer instructions by whatever method we choose whether they are drawn on your account or negotiated by you. You grant us sufficient time to settle all instructions. You acknowledge that we may delay crediting your account until we receive the cleared funds for the instructions.

In certain countries, customers can only draw cheques on their accounts or on accounts held at other financial institutions and deposit items to their accounts that are encoded with magnetic ink character recognition, or ‘MICR’ and that are not damaged or mutilated.

You agree to pay (and we can deduct) from this account any fees (including monthly fees), service charges and any additional service charges associated with the account.

You also agree that we can deduct from this account or any other account you maintain with us:

  1. Any debt, liability, obligation or any amount including fees, charges, costs and expenses that you or any of you (in the case of joint account) owe to us or owe to any of our subsidiaries without prior notice to any of you. If the dept, liability or obligations is in a currency other than the currency of the account, we can use all or part of such credit balance to buy any currencies that may be necessary to pay the debt, liability or obligations;

  2. The amount you ask us to pay in any instructions;

  3. The amount of any instruction we have paid to you or credited to your account and for which we do not receive settlement for any reason whatsoever (including insufficient funds, account closed, funds not cleared, irregular signature, fraud, loss or endorsement error) together with all related costs;

  4. The amount of any counterfeit or otherwise invalid currency deposited or transferred to your accounts; and

  5. Any government stamp duties, governmental fee or charge, value-added taxes or similar type of tax that is payable by us or by you to the local government and that may apply: (i)to any investment account agreement or any other agreement you have entered into with us; (ii) to any of the cheques drawn against your account; (iii) to any instrument you invest in your account or that we negotiate on your behalf; or (iv) to any foreign currency transaction we process on your behalf.

If any of the above-described deductions create or increase an overdraft in your account, you are still responsible for each charge, debit or liability until you pay us in full. You promise to pay us on request, the amount of any overdraft along with your overdraft charges then current.

We can at any time without prior notice refuse to honor an instruction for any proper or lawful reason, including garnishment, a trust provision or an instruction which would overdraw your account or increase the overdraw in it. We retain this right even if we have previously chosen not to exercise it.

We may, in our discretion, allow instructions to be given on your account in a currency other than the currency of the account. If we do so, we may sell to you or purchase from you the amount of the other currency required to settle your instruction. The sale or purchase (as the case may be) will be at our customer rate of exchange in effect at the time. Any costs for this exchange will be added to the sale amount will charge the resulting total sale amount or credit the resulting net purchase amount to your account.

We may at any time, without prior notice to you, apply any credit balance you have in any account or any other obligation of any kind that we or any of our subsidiaries or affiliates may have to you (whether or not presently due), against any obligation of any kind that you may have to us or any of subsidiaries or affiliates (whether or not presently due). This right is in addition to any other rights that we may have with respect to set-off or combining accounts.

 

Processing of transactions

 

You acknowledge that any transaction you make on a business day, such as a investment, withdrawal, payment, stop investment or transfer may not be processed by us on the same business day.

If you are making investment or transferring funds to your banking account (another party), you acknowledge that there may be additional processing delays imposed by other parties on that investment or transfer and that are beyond our control. You are responsible for finding out what processing delays apply to any transaction and for allowing enough time prior to the transaction. We will not be responsible for any losses resulting from problems or disputes arising from a delay in the transaction. You agree to settle any dispute you may have directly with the party concerned.

 

Where deposit is payable  

 

The amount of any debt owing by us by reason of investment in your account(s) is payable only at the website provided online where you maintain the account(s). you are not entitled to ask for payment from WE TRADE LTD heads office or executive office, parent company or from any branch, WE TARDE LTD subsidiary or affiliate of the company or be paid at any other website other than the website you maintain the account.

While we may allow you (either occasionally or as a regular practice) to withdraw monies and perform other investment transaction at another website through electronic accounts or through any other automated payment or investment system or channels we may allow, this privilege is subjected to restrictions and we reserve the right to limit, modify, cancel or remove any of these services or privileges in our sole discretion.

We require you to give us up to 10 days’ notice before you make a withdrawal. 

We trade ltd will not take any responsibility for or be liable to you or any other person for any reduction in any account(s)due to taxes, depreciation in the value of the funds credited to the account, devaluation of any currency or due to the unavailability of such funds due to restrictions on transfer, payment or  convertibility or due to any requisitions, involuntary transfers, distress of any character, exercise of civil or military or usurped power, confiscation, expropriation, nationalization , governmental controls or regulations, embargoes or any other cause whatsoever beyond the control of WE TRADE LTD  including, without limitation, acts of the a public enemy , terrorist acts, war, riots, fire floods, strikes, explosions hurricanes, earthquakes, tsunamis, pandemics epidemics, illness, quarantine or travel restrictions that affect WE TRADE LTD employees or agents or disrupts WE TRADE LTD operations or any other acts of God.

In any event, you will not have any claim, action or other recourse  to or against the head office or executive  office, parent company of WE TRADE LTD or against any of the WE TRADE LTD branches , affiliates or subsidiaries other than the website where the account(s) is maintained and the assets of such branch.

 

Adjustments to your account

 

We can debit your account or any other account you may have with us if any cheque, Instrument or item you have negotiated is dishonored, not paid or paid but subsequently returned to us unpaid for any reason whatsoever whether or not it creates or increase an overdraft (including if your account results in it being overdrawn in excess of your overdraft limit) and even if we allowed you to make a investment or to take cash against the cheque, Instrument or item.

We can also adjust any of your account to correct amounts credited to your accounts by mistake or to correct amounts paid to you in cash for an item that was subsequently returned to us unpaid.

 

Undeliverable paper account statements

 

if you have selected a paper account statement delivery option and an account statement is returned to us as “undeliverable”, no further statements will be sent to you until you provide us with a current mailing address. Until the time you provide us with a current mailing address, you agree to us WE TRADE LTD online investment company at least once every thirty (30) days in order to verify your account transactions.

 

Alternative account statement delivery agreement

 

Where available, if you have indicated to us that you agree to receive your account statement or other statements through alternative means (e.g WE TRADE LTD online investment company), you acknowledge and agree that you will not receive any paper account statements in the mail.

If we deliver your account statement by means of, WE TRADE LTD online investment company, we will only be required to post each of your account transactions for a period of thirty (30) days. If you want to keep a permanent copy of such account statement, you should save them in hard copy or electronic format. Replacement paper copies of your account statement are available from our branch for a fee.

 

Inactive accounts

 

Your account will be considered inactive if you do not complete a transaction/ investment, update your passbook or request a statement of account within the period documented in the country where your account is domiciled. Inactive accounts cannot be accessed through any login interface or through any other WE TRADE LTD platforms.

If your account becomes inactive, we required that you visit or call our head office and present acceptable proof of your identity and address to reactive the account.

If your account remains inactive, we will follow the laws of the country in which your account is domiciled regarding inactive accounts, which may include transferring your money to government authorities or back to your banking account, after a specified period of time and following certain legal procedures.

 

Limits of our liability

 

We are not liable to you for any loss, damage or inconvenience you suffer in connection with your account or the provision of any service or the refusal to provide any service, except if it was caused by our gross negligence or wilful misconduct (and then our liability is subject to other provisions of this investment account agreement and other legal rights we have) or unless applicable laws or industry code to which we have publicly committed requires otherwise.

You acknowledge this means, among other things, that we are not liable for the following specific matters:

  1. Any delays in completing or failing to provide a service for any reason even if this means you are unable to access funds in your accounts;

  2. A forged, unauthorized or fraudulent use of the services, instruction or material alteration to an instruction, even if you or we did or did verify the signature, instruction or authorization.

If we are found to be liable for loss or damaged you suffer for any reason whatsoever, our liability will not be more than the direct cost to you of any loss of funds you suffered. This loss will be calculated from the time we should have made the funds available to you until the time we did make them available or until you should reasonably have discovered their loss, whichever is earlier.

Under no circumstances will we be liable to you for any loss, damage or other amount resulting from:

  1. Any loss, destruction or delayed delivery of any instrument or instruction, security, certificate or document of any kind while in transit or while in the possession or control of a person, entity, correspondent or third party other than the bank;

  2. Any instrument or instruction that is forged (in whole or in part), has a material alteration or is otherwise fraudulent or unauthorized, unless you prove: (i) it was made by a person who was at no time your director, officer, employee, agent or contractor; and (ii) its occurrence was unavoidable despite your having complied with all of your obligations under this investment account agreement and was otherwise beyond your control;

  3. Any delay to complete or our failure to perform or fulfil any instruction or obligation as result of our use of any funds transfer method or system or for any reason due to any cause beyond our reasonable control;

  4. You giving us incomplete or incorrect information or instructions or if your instructions are not given to us sufficiently in advance to allow for timely settlement.

UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTAIL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES

IN CONNECTION WITH YOUR ACCOUNT OR THE PROVISION OF ANY SERVICE OR OUR REFUSAL TO PROVIDE ANY SERVICE, EVEN IF WE KNEW THAT ANY SUCH DAMAGE OR LOSS WAS LIKELY AS RESULTS OF OUR NEGLIGENCE (SUBJECT TO APPLICABLE LAW) OR THE NEGLIGENCE (SUBJECT TO APPLICABLE LAW) OF OUR EMPLOYEES OR AGENTS OR REPRESENTATIVES.

 

NOTHING IN THIS “LIMITS OF OUR LIABILITY” SECTION WILL OPERATE, BE CONSTRUED OR INTERPRETED IN ANY WAY TO IMPOSE ANY OBLIGATIONS ON US THAT WE HAVE NOT EXPRESSLY AGREED TO ASSUME IN THIS INVESTMENT ACCOUNT AGREEMENT OR LIMITS ANY RIGHTS WE HAVE UNDER ANY OTHER PROVISION OF THIS INVESTMENT ACCOUNT OR AS OTHERWISE PROVIDED BY LAW.

 

Indemnification

You agree to release us from liability, indemnify and hold us harmless and compensate both us and any third party providing services, processing or settling your instructions for any claim, proceeding loss, damage , payment, penalty , fine , legal expense (based on the lawyer’s fees charged to us) and any other costs, as may be applicable resulting from:

  1. Any service performed or refused;

  2. Any instruction honored, processed, negotiated, settled, changed, cancelled, reversed or refused;

  3. Your failure to properly provide information or comply with this deposit account agreement or any service agreement;

  4. Our compliance with any lawful demand by a third party relating to the operation of your account including but not limited to, any demand made in connection with actual or potential legal proceedings; or

  5. Other events of any kind whatsoever arising from us being your platform of investing.

​

12. OUR PAYMENT OBLIGATION TO YOU

All payments including interest payments and payment of maturing term of investment and certificates of investment will be made either by:

  • Credit to your bank account

Note: the bank account must be located in the same country where you purchase or maintain term investment(s) or certificate(s) of investment,

  • Manger’s cheque or bank draft sent by regular mail to the address we have on record or to any other address specified by you in writing, or

  • Wire payment

Note: if you select your interest or maturity payment to be paid to your bank account, the payment will be credited to your deposit account on the interest payment date or the maturity date. If you request that the interest or maturity payment be paid by bank draft or wire payment, you acknowledge and agree that such payment method are subject to the bank’s regular fees and charges in effect at the time we make the payment.

If you select your interest or maturity payment to be paid to you by manager’s cheque, bank draft or by wire payment, the manager’s cheque, bank draft or wire payment will be dated and issued for the day of the actual payment due date.

 

Automatic Renewals

Maturing term investment and certificate of investment will be automatically renewed in accordance with the written renewal instructions that you have given us prior to maturity. If you have not given us any instructions, your funds will automatically be reinvested in the same option and term as your current Term investment or certificate of investment at our then current interest rate(s), unless you are advised otherwise by the bank in writing, at least 30 days in advance of the term investment or certificate of investment maturity date (e.g. should a term investment or certificate of investment product no longer available).

You can give us renewal instructions or ‘pre-booking’ instructions 30 days prior to maturity, up to and including the maturity day of the term investment or certificate of investment only if your maturity instruction is to renew principal or to renew principal & interest. If the maturity instruction we have on file is to credit the funds to your bank account or issue you a cheque, you will not be able to perform pre-booking on the day of maturity.

Note: the interest rate at the time the pre -booking instruction is taken will apply to the new term investment or certificate of investment even if the interest rate is higher at the time your term investment or certificate of investment matures.

 

Early Redemption

Cashable term investments and rate booster term investment only can be redeemed before maturity and at each sub-term respectively in accordance with the term and conditions set out in the term investment confirmation form.

Cashable term investment cannot be redeemed (either fully or partially) before 31 days of the issue date. After 31 days, and if less than a full term, interest will be calculated based on the number of days held in accordance with the early redemption rate(s) set out in the term investment confirmation.

Rate booster term investment cannot be redeemed outside of the application sub-term. Your principal plus earned interest is accessible at the end of each sub-term only. You can redeem all of your rate booster term investment at the interest rate for the applicable sub-term as indicated in your term investment confirmation form without a penalty or fee.

You are required to redeem and withdraw the entire amount of the term investment if you decide to redeem the cashable term investment before maturity or if you redeem the rate booster term investment at a sub-term. You cannot redeem a partial amount. In other words, partial withdrawals are not permitted for any of the term investment products including the cashable and rate booster term investment products.

 

Fixed term deposits are not redeemable (either fully or partially) prior to maturity.

  You can obtain more information about the cashable and rate booster term investment products and their early redemption features by referring to rates and fees schedule.

Note: in some countries, certificates of investment may be fully or partially withdrawn before maturity subject to penalties for early redemption and subject to certain restrictions on the amount, balance remaining and rate of interest, as set out in the certificate of deposit confirmation form. No interest will be paid on amounts withdrawn within 30 days of deposit.

 

Deposit insurance  

Depending on the country in which your term investment account or certificate of investment account is domiciled, your term investment account or certificate of investment may be insured by a deposit insurance scheme. As coverage may not be available in every country and the amount and term may vary by country, please speak with our support for details.

 

Where term deposit and certificates of deposit are payable  

Term investment and certificate of investment are payable only at the website where you maintain the term investment or certificate of investment. You are not entitled to ask for payment from the head office or executive office, parent company or from any we trade ltd subsidiary or affiliate of we trade ltd  nor can the term investment or certificate of investment be paid at any other sites other than the we trade ltd  website where you must maintain the term investment or certificate of investment.

 

Foreign currency term investment or certificate of investment

if you purchase a term investment or certificate of investment with an instrument drawn in a foreign currency and the instrument is returned to us, you will be responsible to repay to us the local currency equivalent of that instrument at the time that it is returned to us.

We are not responsible for any increase or reduction in the value of the investment or your foreign currency term investment or certificate of investment due to changes in foreign currency exchange rates or for the unavailability of funds due to foreign currency restrictions.

If your term investment or certificate of investment with us is in a foreign currency, we can use any third party to act as your agent for any instructions, funds transfer or other transactions for your term investment or certificate of investment. We are not liable for any act, failure to act or omission of any third party or for any loss, destruction or delay beyond our reasonable control.

We may, in our discretion, allow instructions to be given on your term investment account or certificate of investment account in a currency other than the currency of the tern investment or certificate of investment. If we do, and if an instruction on the term investment or certificate of investment requires settlement in a currency other than the currency of the term investment or certificate of investment

13. Governing law   

Your account(s)and this investment account agreement and any applicable rates and fees schedule provided to you are governed by the laws of the country where your account is domiciled.

14.WE TRADE LTD PRIVACY AGREEMENT  

HOW WE WILL PROTECT YOUR PRIVACY

WE TRADE LTD. Consider the protection of personal information to be a foundation of customer trust and a sound business practice. We employ physical, electronic and procedural controls and we regularly adapt these controls to respond to changing requirements and advances in technology.

At WE TRADE LTD, we restrict access to personal information to those who require it to develop, support, offer and deliver products and service to you.

 

COLLECTING, USING AND DISCLOSING YOUR INFORMATION

When using your information, we do so in respect for your privacy. We may use personal information about you to service, maintain, and protect your account; respond to inquiries from you or your representative; develop, offer, and deliver products and service; or to fulfil legal and regulatory requirements.

​

CHANGES TO THIS PRIVACY AGREEMENT

The privacy policies of WE TRADE LTD are reviewed annually. Our printed and online notices are then updated to reflect any changes.

Terms and conditions of Investing in Cryptocurrency 

By using We Trade Ltd (the "Site") and/or registering for any of its Services, including Crypto Services, you agree to follow and be bound by the following terms of use ("Terms of Use") and you agree to comply with all applicable laws and regulations. In these Terms of Use, the words "you" and "your" refer to each registered customer or Site visitor, "we", "us" and "our" refer to We Trade ltd,  and "Services" refers to all Services provided by us.

The Site and its Services are made available for your personal use on your own behalf.  We Trade ltd may revise these Terms of Use at any time without notice to you. If you have any questions about these Terms of Use, please contact us at 1-876-532-0645 (phone) or 1-876-779-2646 https://We Trade Ltd .com/contact-support/ (email/ticket).

​

THE RISK OF LOSS IN TRADING VIRTUAL CURRENCY OR CRYPTOCURRENCY CAN BE SUBSTANTIAL. YOU SHOULD THEREFORE CAREFULLY CONSIDER WHETHER SUCH TRADING IS SUITABLE FOR YOU IN LIGHT OF YOUR FINANCIAL CONDITION.

​

We Trade Ltd provides Services that assist you in determining whether to buy or sell certain cryptocurrencies .  Optionally, the User may subscribe to services that directly make trades on behalf of the User.  Engaging in such activities is a personal matter and the behaviors associated therewith should be adapted to each person’s individual situation. No general advice, information or tool can fit every circumstance. Moreover, the information contained on the Site and Services is not financial or commodity trading advice and is not guaranteed to be correct, complete or up-to-date.  Market makers, rather than exchanges, provide all prices contained within the Site and Services, therefore prices may not be accurate and may differ from the actual market price, i.e. prices are indicative and not appropriate for trading purposes.  If you need information or advice for your specific situation, or if you do not understand our tools, you should not use the Site or its Services.

In connection with the use of our products or Services, you may be asked to provide personal information. This information will be protected pursuant to our Privacy Policy (***FOUND HERE—https://We Trade ltd/privacy/***) and you may revoke this license at any time by deleting your account and removing your personal information from our service.

​

​

YOU AGREE THAT BY USING THE SITE AND THE SERVICES YOU ARE AT LEAST 18 YEARS OF AGE AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT. IF YOU DO NOT AGREE TO THE TERMS OF USE, DO NOT USE THIS SITE. 

  1. License to Use. We Trade Ltd grants you a limited, personal, non-exclusive, non-transferable license to use our Site and its Services for your own personal use. Except as otherwise provided, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, alter, enhance or in any way exploit the Site in any manner without the express written consent of We Trade Ltd. You may not access, download, use or export the Site in violation of Jamaica export laws or regulations or in violation of any other applicable laws or regulations. In addition, you may not engage in Site data scraping of any kind without prior permission from We Trade Ltd.

  2. Ownership. This Site is owned and operated by We Trade Ltd. All right, title and interest in and  information, documents, logos, graphics, images and materials provided on this Site are owned by We Trade Ltd and may not be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way and nothing on our Site or shall be considered to grant or confer any license of any of our intellectual property rights. All rights not expressly granted herein are reserved by We Trade Ltd.

  3. Investment Advice. We Trade Ltd is not a commodity or financial investment advisor and is exempt from registration under the Commodity Futures Trading Act (CFTA). Any information provided in connection with the Site and/or Services herein does not constitute commodity trading advice, nor do the Site or Services provide or engage in any of the following:

  • Obtain access or direct client accounts or funds in any form; or

  • Provide information or trading advice based on, or tailored to, the commodity interest or cash market positions or other circumstances and/or other characteristics of particular clients.

  • Provide information or trading advice regarding Bitcoin (BTC), Ethereum (ETH), and or any other cryptocurrency that is based upon future market conditions as it relates to the CFTA.

​

​

 4. General Disclosures. This Site and the Services contain investment strategies, marketing methods, and other business advice that,       regardless of previous results and experience, may not produce the same results (or any results) for you.

​

We Trade Ltd makes absolutely no guarantee, expressed or implied, that by following the advice or content available from this Site or Services that you will make any money or improve current profits, as there are several factors and variables that come into play regarding any given business.

​

Results will primarily depend on the nature of the product or business model, the conditions of the marketplace, the experience of the individual, and situations and elements that are beyond your control.

 

As with any business endeavor, you assume all risk related to investment and money based on your own discretion and at your own potential expense.  Further, by using this Site or Services, you agree that you understand the following risks specific to virtual currency or cryptocurrency trading:

Price Volatility. The price of a virtual currency is based on the perceived value of the virtual currency and subject to changes in sentiment, which make these products highly volatile. Certain virtual currencies have experienced daily price volatility of more than 20%. You agree that you understand the risks associated with the extreme price volatility of virtual currencies and the possibility of rapid and substantial price movements, which could result in significant losses.

​

Valuation and Liquidity. Virtual currencies can be traded through privately negotiated transactions and through numerous virtual currency exchanges and intermediaries around the world. The lack of a centralized pricing source poses a variety of valuation challenges. In addition, the dispersed liquidity may pose challenges for market participants trying to exit a position, particularly during periods of stress.

​

Cybersecurity. The cybersecurity risks of virtual currencies and related “wallets” or spot exchanges include hacking vulnerabilities and a risk that publicly distributed ledgers may not be immutable. A cybersecurity event could result in a substantial, immediate and irreversible loss for market participants that trade virtual currencies. Even a minor cybersecurity event in a virtual currency is likely to result in downward price pressure on that product and potentially other virtual currencies.

​

Opaque Spot Market. Virtual currency balances are generally maintained as an address on the blockchain and are accessed through private keys, which may be held by a market participant or a custodian. Although virtual currency transactions are typically publicly available on a blockchain or distributed ledger, the public address does not identify the controller, owner or holder of the private key. Unlike bank and brokerage accounts, virtual currency exchanges and custodians that hold virtual currencies do not always identify the owner. The opaque underlying or spot market poses asset verification challenges for market participants, regulators and auditors and gives rise to an increased risk of manipulation and fraud, including the potential for Ponzi schemes, bucket shops and pump and dump schemes.

​

Virtual Currency Exchanges, Intermediaries and Custodians. Virtual currency exchanges, as well as other intermediaries, custodians and vendors used to facilitate virtual currency transactions, are relatively new and largely unregulated in both the United States and many foreign jurisdictions. Virtual currency exchanges generally purchase virtual currencies for their own account on the public ledger and allocate positions to customers through internal bookkeeping entries while maintaining exclusive control of the private keys. Under this structure, virtual currency exchanges collect large amounts of customer funds for the purpose of buying and holding virtual currencies on behalf of their customers. The opaque underlying spot market and lack of regulatory oversight creates a risk that a virtual currency exchange may not hold sufficient virtual currencies and funds to satisfy its obligations and that such deficiency may not be easily identified or discovered. In addition, many virtual currency exchanges have experienced significant outages, downtime and transaction processing delays and may have a higher level of operational risk than regulated futures or securities exchanges.

​

Regulatory Landscape. Virtual currencies currently face an uncertain regulatory landscape in the United States and many foreign jurisdictions. In the United States, virtual currencies are not subject to the same regulatory oversight as typical financial institutions and may be separately regulated by one or more state regulatory bodies.  Regardless, the lack of clear oversight, regulations or directives may impact the price of virtual currencies and their acceptance by users, merchants, and service providers.

​

Technology. The relatively new and rapidly evolving technology underlying virtual currencies introduces unique risks. For example, a unique private key is required to access, use or transfer a virtual currency on a blockchain or distributed ledger. The loss, theft or destruction of a private key may result in an irreversible loss. The ability to participate in forks could also have implications for investors. For example, a market participant holding a virtual currency position through a virtual currency exchange may be adversely impacted if the exchange does not allow its customers to participate in a fork that creates a new product.

​

Transaction Fees. Many virtual currencies allow market participants to offer miners (i.e., parties that process transactions and record them on a blockchain or distributed ledger) a fee. While not mandatory, a fee is generally necessary to ensure that a transaction is promptly recorded on a blockchain or distributed ledger. The amounts of these fees are subject to market forces and it is possible that the fees could increase substantially during a period of stress. In addition, virtual currency exchanges, wallet providers and other custodians may charge high fees relative to custodians in many other financial markets.  Large fluctuations in fees could ultimately impact market values and lead to significant losses.

  1. Risk Disclaimer. We Trade Ltd shall not be liable for loss or damage as a result of reliance on the information contained within this website including data, quotes, charts and buy/sell signals. If you engage in the use of the Services, you are considered to be fully informed regarding the risks and a cost associated with investing as Cryptocurrency trading presents considerable risk, and is not suitable for all investors. Before deciding to trade any instrument, you should carefully consider your investment objectives, level of experience, and risk appetite. DO NOT EVER INVEST MORE THAN YOU CAN AFFORD TO LOSE.

  2. Earnings Disclaimer. This Site and its Services contain strategies, marketing methods, and other business advice that, regardless of previous results and experience, may not produce the same results for you.

We Trade Ltd makes absolutely no guarantee, expressed or implied, that by following the information, advice or content available from the Site or Services that you will make money or generate profits as there are many factors and variables involved with cryptocurrency investing.

 

Results will primarily depend on the nature of the product or business model, the conditions of the marketplace, the experience of the individual as well as situations and other elements that are beyond your control.

 

As with any business endeavor, you assume all risk related to investment and money based on your own discretion and at your own potential expense and loss. In summary, you understand that we make absolutely no guarantees regarding income as a result of applying this information and you are solely responsible for the results of any action taken on your part as a result of any of We Trade Ltd Services. You agree that our content is to be considered “for entertainment purposes only.” Always seek the advice of a professional when making financial, tax or legal decisions.

​

  1. Privacy Policy. We Trade Ltd respects your privacy and permits you to control the treatment of your personal information. A complete statement of We Trade Ltd current Privacy Policy can be obtained on its website. We Trade Ltd Privacy Policy is expressly incorporated into this Agreement by reference. If you choose to create an account with We Trade Ltd you will be asked to provide a username and password. You are responsible for maintaining the confidentiality of your password. You may not use a third party's account, or personal information. You agree to notify us immediately of any unauthorized use of your account, user name or password. We Trade Ltd shall not be liable for any losses you incur as a result of someone else's use of your account or password, either with or without your knowledge. You may be held liable for any losses incurred by us, our affiliates, officers, directors, employees, consultants, agents and representatives due to someone else's use of your account or password.

  2. DISPUTE RESOLUTION BY BINDING ARBITRATION. Please read this carefully. It affects your rights. Summary:

​

Most customer concerns can be resolved quickly and to the customer's satisfaction by writing We Trade Ltd at Vaughanfield District Point P.O ST. James Jamaica In the unlikely event that We Trade Ltd is unable to resolve your complaint to your satisfaction (or if We Trade Ltd has not been able to resolve a dispute it has with you after attempting to do so informally), we each agree to resolve those disputes through binding arbitration rather than in a court of general jurisdiction. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than a court does, and is subject to very limited review by courts. Any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions are not permitted. While in some instances, upfront costs to file an arbitration claim may exceed similar costs to bring a case in court, for any non-frivolous claim that does not exceed $75,000, the Customer and We Trade Ltd will split the costs of the arbitration. You agree that, by entering into these Terms, you and We Trade Ltd are each waiving the right to a trial by jury or to participate in a class action.

​

  1. NO WARRANTY. THE SITE, AND ALL MATERIALS, DOCUMENTS OR FORMS PROVIDED ON OR THROUGH YOUR USE OF THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE TRADE LTD EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.WE TRADE LTD MAKES NO WARRANTY THAT: (A) THE SITE, SERVICES, OR THE MATERIALS WILL MEET YOUR REQUIREMENTS; (B) THE SITE, SERVICES, OR THE MATERIALS WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES, OR ANY MATERIALS OFFERED THROUGH THE SITE OR SERVICES, WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE, SERVICES, OR IN RELIANCE ON THE MATERIALS WILL MEET YOUR EXPECTATIONS.OBTAINING ANY INFORMATION THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT YOUR OWN DISCRETION AND AT YOUR OWN RISK. WE TRADE LTD SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OR DOWNLOAD OF ANY CONTENT, MATERIALS, INFORMATION OR SOFTWARE ASSOCIATED WITH THE SITE.

  2. LIMITATION OF LIABILITY AND INDEMNIFICATION. YOU WILL HOLD WE TRADE LTD AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS' FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY WE TRADE LTD OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF WE TRADE LTD HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IF THERE IS LIABILITY FOUND ON THE PART OF WE TRADE LTD, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR SERVICES, EXCEPT AS ALLOWED PURSUANT TO THE ARBITRATION AGREEMENT, CONTAINED IN PARAGRAPH 5 OF THESE TERMS OF USE, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO ME. FURTHER, EXCEPT AS PERMITTED BY LAW, NOTHING IN THIS PARAGRAPH IS INTENDED TO MODIFY THE PROVISIONS OF JAMAICA  BUSINESS ORGANIZATIONS ACT.

  3. Compliance with Intellectual Property Laws. When accessing We Trade Ltd you agree to obey the law and you agree to respect the intellectual property rights of others. Your use of the Site is at all times governed by and subject to laws regarding copyright, trademark and other intellectual property ownership. You agree not to upload, download, display, perform, transmit or otherwise distribute any information or content in violation of any third party's copyrights, trademarks or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any content you provided or transmitted using your We Trade Ltd user account.

No use of We Trade Ltd logo or other artwork will be allowed for linking absent a trademark license agreement.

​

  1. Iframes. Without prior approval and express written permission, you may not create frames around our Web pages or use other techniques that alter in any way the visual presentation or appearance of our Site.

  2. Content Liability. The Site shall have no responsibility or liability for any content appearing on your Site. You agree to indemnify and defend us against all claims arising out of or based upon your Website. No link(s) may appear on any page on your Site or within any context containing content or materials that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.

  3. Reservation of Rights. The Site reserves the right at any time and in its sole discretion to request that you remove all links or any particular link to our Site. You agree to immediately remove all links to our Site upon such request. The Site also reserves the right to amend these terms and conditions and its linking policy at any time. By continuing to link to our Site, you agree to be bound to and abide by these linking terms and conditions.

  4. Removal of links from our website. If you find any link on our Site or any linked Site objectionable for any reason, you may contact us about this. The Site will consider requests to remove links but will have no obligation to do so or to respond directly to you.

Terms and conditions of Investing in Foreign Exchange Market 

1. General Provisions

1.1. These Regulations define the terms and conditions under which WE TRADE LIMITED

1.2. The PAMM Account service is designed to connect Investors’ Investment Accounts to the account of the Manager (hereinafter, “Manager”) for purposes of further transactions of the Manager on the financial markets in the interests of the Investors. The PAMM Account combines Investors’ Investment Accounts into a single trading account.

1.3. The Manager is an agent of the Investor in relation to the Investment Account and does not provide trust management of the Investor’s funds.

1.4. Only the Manager can carry out trading operations on the PAMM Account.

1.5. The opening and closing of the Investment Accounts as well as non-trading operations of deposit/withdraw funds to/from the Investment Account can be requested only by the Investor.

1.6. All calculations on both PAMM Accounts and Investment Accounts, as well as the transfer of all types of remuneration to the Manager and PAMM Partners (hereinafter “Partner”) are carried out by the Company.

1.7. The terms and conditions which regulate the Manager’s trading operations as well as non-trading operations of the Manager and Investors are defined in these Terms and Conditions the Client Agreement, and other applicable documents which are published in the “Legal Documents” subsection of the “ABOUT” section of the Company Website.

2. PAMM Account Requirements.

2.1. The Manager must  observe Investor interests on the PAMM Account. However, as markets are volatile and trading CFDs involves high risk to due leverage, manager has no liability or obligations to disclose the trading history to investors.

2.2. When registering a PAMM Account, the Manager’s Capital can be transferred to the Manager’s Investment Account.

2.3. The balance of the Manager’s Investment Accounts which is equal to or less than the Manager’s Capital can be withdrawn only when the PAMM Account is liquidated.

2.4. The Manager can only increase the Manager’s Capital and may not decrease it.

2.5. When creating a PAMM Account and transferring the Manager’s Capital to the account, a Manager must determine whether their account will be public or private:

​

  •  Private PAMM Accounts cannot be converted into public ones at a later time.

  •  Public PAMM Accounts cannot be converted into private ones at a later time.

​

2.6. The name and description of a PAMM Account must not contain any of the following elements: obscene language or any elements that are insulting in nature, including racial, religious, nationalistic and ethnic slurs; guarantees of profits or other promises; direct or indirect references to competing companies or their advertisements; the word “WE TRADE LIMITED ”; the names of government officials and agencies; references to gambling or financial pyramid schemes; and references to the PAMM Accounts of other managers or other internet resources. The following elements can be used: the manager’s first name and last name; the names of trading indicators; descriptions of an advisor or trading strategy; the denomination of the account; and any other elements that don’t violate the restrictions listed above. The Company reserves the right to change the name of PAMM Accounts at its own discretion and without prior warning.

3. Manager’s Proposal

3.1. The Manager’s Proposal (“Proposal”) refers to the Manager’s offer to potential Investors to open Investment Accounts within the Manager’s PAMM Account.

3.2. The Proposal consists of a set of parameters that the Company uses to calculate the Manager’s Remuneration, and also defines other conditions for opening Investment Accounts within the PAMM Account.

3.3. The Investor’s acceptance of the Proposal does not bind the Manager and the Investor with contractual obligations and under no circumstances leads to the conclusion of a contract.

3.4. A Manager can create a Proposal immediately after opening a PAMM Account. The Proposal will remain inactive, and Investors will be unable to invest funds in the PAMM Account until the Manager has taken the necessary steps to activate the PAMM Account. A Manager may only create one public Proposal, but may create as many private Proposals as they like.

3.5. To activate a Proposal and allow for Investor deposits to be accepted, the Manager must submit a corresponding request and verify the information provided when registering to become a Company Client. The terms for activating Proposals are available on the Company Website in the “FAQ” section.

3.6. The Company allows Managers to create Proposals from one to ten different levels with parameters which outline the conditions for investment. The conditions of investment and creation of a Proposal are published in the “Trading Conditions” subsection of the “FOREX METALS & CFDS” section of the Company Website.

3.7. The Company reserves the right to block an investment in a PAMM account under the following circumstances:

  • a. when fraudulent activity is suspected;

  • b. when the forum rules are not observed;

  • c. when there is not enough activity on the account’s discussion thread in the forum or in the “Discussion” tab on the account’s page in the “INVESTMENTS” section of the Company Website;

  • d. when the Company’s request to change a username or PAMM Account name which contains obscene language or any elements that are insulting in nature, including racial, religious, nationalistic and ethnic slurs is not fulfilled;

  • e. where existing details have been approved for a Manager’s client area to attract Investors, the same details (and those of family members and affiliated persons) will not be approved. Detection of any overlap of a Manager’s details (passport details, address, e-mail, telephone, etc.) with other Clients applying solely for the proposal will result in the latter’s application being rejected;

  • f. other reasons (including without prior warning or explanation).

4. PAMM Account Rollover

4.1. The PAMM Account Rollover (hereinafter, “Rollover”) takes place on all PAMM Accounts at the beginning of each server trading hour and may last for several minutes.

4.2. A Rollover can be either Active or Idle:

  • a. An Idle Rollover is used for gathering statistics and updating information on the PAMM Account and Investment Accounts;

  • b. An Active Rollover is used for gathering statistics and updating information on the PAMM Account and Investment Accounts, calculating and paying remuneration to the Manager and Partners, and executing deposit and withdrawal requests;

4.3. The type of Rollover (Active or Idle) is determined by the Manager. A PAMM Account must have at least one Active Rollover per day.

4.4. If, as a result of a technical malfunction, a Rollover has not been executed, it will be executed at 00 minutes of the next hour after the malfunction has been fixed.

5. Trading Interval

5.1. A trading interval on an Investment Account begins on the date the Investment Account is activated (when the first deposit is made).

5.2. The length of a trading interval may be set at one, three or six calendar months.

5.3. The Manager determines the length of trading intervals on their PAMM Account when creating their Proposal.

5.4. The end of a trading interval designates the beginning of the following trading interval.

5.5. Requests for the payment of the Manager’s Remuneration are automatically created during the first open Rollover of the trading day preceding the day on which the trading interval ends. These requests are processed during the first open Rollover on the day on which the trading interval ends.

5.6. The Manager can change the execution time of an open request for the payment of remuneration, but only to an earlier time.

6. Deposit of Funds to the Investment Account

6.1. A request must be submitted in client area to deposit funds on an Investment Account.

6.2. Upon submitting the request to deposit funds, the corresponding sum will be debited from the Investor’s transitory account in client area. If the deposit currency of the Investment Account and the transitory account are not the same, the deposit will be converted using the Company’s exchange rate.

6.3. Upon submitting the request to deposit funds, the request execution time is fixed. The request will be executed during the next suitable Active Rollover. Deposit requests are processed every hour with the exception of the rollover at 00:00 EET, while taking into account the Rollover threshold set by the Manager.

6.4. An Investor cannot cancel a request to deposit funds once it has been submitted.

6.5. When a request to deposit funds is submitted, it will be processed during the next Rollover at the current share price.

6.6. In cases where the funds were debited from the Investor’s transitory account but the deposit request was not generated for any reason, it will be generated at the next Rollover, once normal service has been restored.

6.7. In cases where the generated request to deposit funds for any reason is not executed, it will be executed at the next Rollover, once normal service has been restored.

6.8. In cases where the generated request to deposit funds for any reason is not executed, the share price for the request will be in accordance with the share price at the next Rollover in which the request is executed, once normal service has been restored.

6.9. Managers can change the time when an active deposit request will be processed, but only to an earlier time.

6.10. The Company can cancel a deposit request if non-trading operations are temporarily blocked on such PAMM Accounts.

7. Withdrawing Funds from the Investment Account

7.1. A request must be submitted in client area in order to withdraw funds from an Investment Account.

7.2. Funds withdrawn from the Investment Account will be transferred to the Investor’s transitory account in client area in the deposit currency of the Investment Account.

7.3. In the event that a funds withdrawal request would reduce the balance of the Investment Account to an amount that is lower than the minimum deposit set by the Manager, the Investment Account will be closed and all funds on the account will be transferred to the Investor’s transitory account excluding the Manager’s Remuneration if a fee is due at the time the Investment Account is closed. The Manager’s Remuneration shall be transferred in accordance with clause 9.4 of these Regulations.

7.4. In order to withdraw all their funds, the Investor must submit a request to close the Investment Account.

7.5. Upon submitting the request to withdraw funds, the request execution time is fixed. The request will be executed during the next suitable Active Rollover with the exception of the Rollover at 00:00 EET.

7.6. When a request to withdraw funds or close an Investment Account is submitted, it will be processed at the current share price (next Active Rollover, based on the settings in the Manager’s Request Planner).

7.7. In cases where a request to withdraw funds is not executed for any reason, it will be completed at the next Rollover once normal service has been restored. The share price at which the request is to be executed will correspond to the share price at Rollover when it is actually executed.

7.8. An Investor cannot cancel their request to withdraw funds once the request has been submitted.

7.9. Managers can change the time when an active request to withdraw funds will be processed, but only to an earlier time.

7.10. The Company can cancel a request to withdraw funds or close an Investment Account if non-trading operations are temporarily blocked on such PAMM Accounts.

8. Manager’s Partner

8.1. The Manager reserves the right to make another Client of the Company a Partner on their PAMM Account. This Client can be registered by the Manager as:

  • a. A Private Partner.

  • b. A Public Referral Partner.

Private Partner

8.2. An Investor is considered to be referred by a Private Partner if the Investor entered the Partner’s ID number when registering the Investment Account using one of the methods listed in the FAQ on the Company website.

8.3. There are two types of remuneration that Manager can award to Private Partners:

  • a. Referral Remuneration: this is paid as a percentage of the Manager’s Remuneration from profit received from funds of Investors referred by the Partner.

  • b. Auxiliary Remuneration: this is paid as a percentage of the Manager’s Remuneration from profit received from funds of all Investors in the PAMM Account.

8.4. The Referral Remuneration for a Private Partner for a particular Investment Account will be fixed and equal to the current amount of Referral Remuneration set for the Partner.

8.5. A Private Partner’s remuneration is calculated by the Company according to the set terms of partnership between the Partner and the Manager. The Private Partner’s remuneration is calculated at the moment the Manager’s Remuneration is debited from the Investment Account according to the accepted Proposal.

Public Referral Partner

8.6. The Manager can set a public remuneration percentage for public referral Partners (hereinafter “Public Partner”).

8.7. An Investor is considered to be referred by a Public Partner if, having accessed a PAMM Account through a direct referral link, they make an investment to a PAMM Account that includes a public remuneration percentage in the Manager’s Proposal, provided that they do so within 90 days of the last time they used the referral link.

8.8. There are two different ways through which a Public Partner can receive remuneration:

  • a. Direct referral – a referral where the Investor accesses the PAMM Account through a direct link, received from a Public Partner, and makes an investment to the same PAMM Account.

  • b. Indirect referral – a referral where the Investor accesses the PAMM Account through a direct link, received from a Public Partner, but makes an investment to a different PAMM Account on which the manager has set a public remuneration percentage.

8.9. The Pubic Partner receives the public remuneration percentage of the Manager’s Remuneration, which the Manager receives from the Investor referred by the Partner.

8.10. The public remuneration percentage is set at the time the Investment Account is created and cannot be changed.

8.11. The Manager reserves the right to change the public remuneration percentage for new Investment Accounts:

  • a. If the Manager makes a request to increase the public remuneration percentage, the request will be executed at the next Rollover.

  • b. If the Manager makes a request to reduce the public remuneration percentage, the request will be executed at the first Rollover after a period of 30 days.

8.12. When an Investor accesses a PAMM Account through a referral link, the Public Partner’s ID number is saved as a cookie in the web browser, which is valid for 90 days from the last time the PAMM Account’s page was accessed through the referral link. If the cookie is deleted or the account is accessed through a different web browser, the Public Partner will not be linked to the Investor.

8.13. If a Client makes an investment through an indirect referral more than 90 days after the initial investment was made, the Public Partner will not receive the public remuneration percentage.

8.14. In the event that an Investor has accessed the PAMM account through more than one referral link, the Public Partner whose link to the PAMM Account was most recently used by the Investor will be linked to the Investor.

8.15. If a Partner is both public and private, when referring new Investors, the remuneration received by the Partner shall be the larger of the two remuneration percentages at the time the Investment Account was created.

9. Calculations and Transfers on PAMM Accounts and Investment Accounts

9.1. The Investment Account Balance is calculated according to the following rules:

  • a. each deposit of funds increases the balance by the sum deposited;

  • b. each withdrawal of funds decreases the balance proportionately following such operation;

  • c. At the end of a trading interval, after remuneration has been paid, the Investment Account Balance becomes equal to the Equity of the Investment Account.

9.2. The Equity of an Investment Account is calculated according to the following rules:

  • a. each trading operation on the Investment Account increases/decreases Equity by the profit/loss for that operation;

  • b. payment of the Manager’s Remuneration decreases the Equity by the amount of the remuneration;

  • c. each deposit of funds increases Equity by the sum deposited;

  • d. each withdrawal of funds decreases Equity by the sum withdrawn.

9.3. When the results are positive, the Manager’s Remuneration from profit is paid in the following cases:

  • a. at the end of a trading interval on the Investment Account;

  • b. when a partial withdrawal of funds is made from the Investment Account (the Manager is paid a percentage of the compensation based on the amount withdrawn);

  • c. an Investment Account is closed;

  • d. the PAMM Account is liquidated.

9.4. The transfer of funds to relevant accounts is carried out by the Company on the settlement date.

9.5. The following rules apply to calculations on PAMM Accounts:

  • a. If the Manager’s compensation is calculated as being between 0 and 0.01, it will be rounded up to 0.01, and this amount will be transferred from the Investor’s Investment Account in the currency in which the PAMM Account is denominated.

  • b. If a Partner earns less than 0.01 in compensation, the Partner’s compensation will be rounded down to 0.

  • c. If the total amount of compensation on the PAMM Account is 1 USD (or the equivalent in EUR) or less, compensation will not be paid out or recalculated.

9.6. Remuneration is not calculated and subject to payment for the Investment Account of the Manager.

10. Obligations of the Manager, Investor and Partner

10.1. The Manager agrees to hold We Trade Ltd no responsibility whatsoever regarding  disputes and  complaints of third parties resulting from their management of PAMM Account as the management of the account is done at the manager’s own discretion and without any instructions from We Trade Ltd.

10.2. The Manager, Investor and Partner agree to keep access passwords to the Trading Platform and client area secure and confidential, and do not have the right to disclose these passwords to third parties. All actions related to the fulfillment of these Regulations and/or usage of login and password are considered executed by the holder of said information. The Company does not bear responsibility for the unauthorized use of registration data by third parties.

10.3. The Manager, Investor and Partner do not have the right to:

  • a. assume responsibility on behalf of the Company or put the Company under any obligations;

  • b. use the Company’s brand name and/or trademark;

  • c. publish or assist in any publications related to the Company in mass media, publish or distribute any articles and letters related to the Company or assist in the writing of such articles and letters in any newspapers, magazines and other periodicals, Internet blogs and forums without the Company’s permission;

  • d. make any guarantees and/or promises, or make any claims in relation to any payments on behalf of the Company or using the brand name and/or trademark of the Company;

  • e. perform any other actions that may cause any damage to the Company or raise any complaints directed towards the Company by third parties.

10.4. If lawsuits or complaints are filed against the Company as a result of the Manager’s failure to comply with these Regulations, all losses suffered by the Company shall be fully compensated by the Manager.

11. PAMM Account Liquidation

11.1. The liquidation of a PAMM Account leads to the liquidation of all Investment Accounts within the PAMM Account.

11.2. The Manager can initiate a PAMM Account’s liquidation by making a liquidation request in client area. All open positions on the PAMM Account must be closed and pending orders deleted before the Manager can liquidate the account.

11.3. The Company can initiate a PAMM Account’s liquidation. All open positions will be force closed.

11.4. The Company reserves the right to liquidate a PAMM Account in the following cases:

  • a. The level of return, as shown in the PAMM Account monitoring, has dropped to -95% or lower for 24 Rollovers in a row. If this happens, the account will be liquidated automatically.

  • b. The level of return, as shown in the PAMM Account monitoring, has remain unchanged for 100 consecutive trading days, indicating the absence of trading activity on the account. If this happens, the account will be closed automatically.

  • c. There is suspicion of fraud. The Manager will be given prior warning about their account being liquidated.

  • d. The Manager has failed to adhere to the rules of the Company forum. The Manager will be given prior warning about their account being liquidated.

  • e. The Manager has failed to respond to queries in their personal thread in the Company forum in a timely fashion. The Manager will be given prior warning about their account being liquidated.

  • f. The Manager has not adhered to the Company requirement to change the nickname or name of a PAMM Account which contains obscene language or language that is insulting to social, racial, national or religious identity. The Manager will be given prior warning about their account being liquidated.

  • g. Other reasons. The Manager may or may not receive prior warning and explanation.

11.5. A request for a PAMM Account’s liquidation is fulfilled during the next Rollover. The remaining net Equity of Investors and the Manager is automatically transferred to their transitory accounts.

12. Investment Account Expiration

12.1. Company policy regarding the expiration of Investment Accounts is as follows:

  • a. Investment Accounts with a positive balance will never expire.

  • b. Investment Accounts with a balance of zero will be moved to the archive. Archived accounts may not be restored.

12.2. Investors may close their Investment Accounts at any time.

13. Communication

13.1. The Manager and the Investor are Clients of the Company. In order to communicate with the Client, the Company may use:

  • a. Trading Platform internal mail;

  • b. e-mail;

  • c. telephone;

  • d. post;

  • e. notifications and announcements in the Company News subsection of the “ABOUT US” section of the Company Website. The Company will use the Clients details indicated when opening the account or those details which have been altered by the Client in client area. The Client agrees to accept notifications from the Company at any time.

13.2. Any communications sent to the Client (documents, notices, confirmations, statements, etc.) are deemed received:

  • a. if sent by e-mail, within one hour after e-mailing it;

  • b. if sent by Trading Platform internal mail, immediately after sending it;

  • c. if by telephone, then once the telephone conversation has been finished;

  • d. if sent by post, 7 (seven) calendar days after posting it; and

  • e. if posted on the Company News page of the “ABOUT US” section of the Company Website, within one hour after it has been posted.

13.3. The Client shall notify the Company immediately of any change in the Client’s contact details.

13.4. Any telephone conversation between the Client and the Company may be recorded. Any recordings shall be and will remain the sole property of the Company and will be accepted by the Client as conclusive evidence of the Instructions or conversations so recorded.

14. Procedure for Dispute Resolution Complaint Procedure

14.1. If any conflict situation arises in which the Manager or Investor reasonably believes that the Company, as a result of any action or failure to act, breaches one or more terms of these Regulations, the Manager or Investor has the right to lodge a complaint with the Company. Complaints are accepted within 3 (three) business days after the grievance has arisen.

14.2. A complaint shall be lodged within the corresponding section of client area. Complaints are automatically assigned with a unique number (TID), the confirmation of which is sent to the Client. All complaints lodged by any other means (on a forum, by email, telephone, fax, etc.) will not be considered.

14.3. The complaint must not include:

  • a. affective appraisal of the conflict situation;

  • b. offensive language;

  • c. obscenities;

  • d. threats.

14.4. The Company has the right to refuse a complaint if any of clauses 14.1, 14.2 or 14.3 have been breached.

14.5. Complaints made in regards to the failure to execute or improper execution of any kind of obligations regarding trading operations on a PAMM Account are to be made only to the Manager.

14.6. Where complaints are submitted by the Manager regarding trading operations, the execution of requests on the PAMM Account will be blocked until a decision regarding the Dispute has been made. If Investors already have active requests to withdraw/deposit funds, it is recommended that the Manager submit their complaint in the shortest time possible in order to avoid breaching settlements on the PAMM Account.

14.7. In accordance with these Regulations, the Company retains the right to independently initiate a review and resolution of a Dispute.

15. Risks

15.1. The Company and Pamm manager  does not guarantee profit. Positive trading results in the past do not guarantee future positive trading results.

15.2. The Manager, Investor and Partner accept responsibility for possible financial losses such as direct losses or profit lost resulting from the following risks:

  • a. the risk that the Manager does not possess the necessary qualification or knowledge required to manage Investors’ funds;

  • b. the risk that the Manager may not observe Investors’ interests or may carry out fraudulent operations in relation to Investors’ funds;

  • c. the risk that the Manager may lose control over the PAMM Account;

  • d. the risk that third parties may gain access to management of the PAMM Account;

  • e. the risk that the Manager, Investor or Partner may misunderstand or misinterpret these Regulations;

  • f. the risk that complaints concerning trading operations on the Investor’s Investment Account may be submitted late by the Manager to the Company;

  • g. the risk of unforeseen delays in transfers between accounts or late execution of deposit/withdrawal requests or the closing/liquidation of a PAMM Account;

  • h. the risk of a PAMM Account’s liquidation.

15.3. The PAMM Account Manager and their Investors bear financial responsibility for any negative equity incurred on a PAMM account in direct proportion to their share in the PAMM Account.

15.4. Under no circumstances does the Company bear responsibility for the consequences of such risks listed above.

16. Miscellaneous

16.1. The Client acknowledges that the Company has the right to introduce amendments to the provisions of these Regulations at any time, having given the Client written notification about the planned changes 3 (three) calendar days in advance. Such amendments shall come into force and are binding for the Client on the date specified in the notification. Moreover, the PAMM agreement validity period is subject to automated renewal upon expiration, except if client submits a written notice of his will not to renew the agreement.

16.2. Should one or more provisions of these Regulations become invalid, null and void for any reason, it shall not affect the validity of any other provision hereof which will continue to be binding.

16.3. PAMM withdrawals may be subject to withdrawal fee to up to 20% depending on banking institution used.

17. Terms and Interpretation

Investment Account Balance shall mean the Investment Account indicator which reflects the total deposits and withdrawals of funds on the account.

It is calculated as set forth in clause 9.1 of these Regulations.

Manager’s Remuneration shall mean the share of Investor profit which is paid to the Manager in light of the Investor’s acceptance of the Proposal.

The calculation of the Manager’s Remuneration from the profit is carried out by the Company according to the following formula:

(Equity – Balance) * Fee / 100, where:

Equity — Investment Account funds.

Balance — Investment Account Balance.

Fee — Manager’s Remuneration from profit made in accordance with the level indicated in the Manager’s Proposal.

Investment Account shall mean the account (or accounts) which are open and belong to the Investor and attached to the Manager’s corresponding account (or accounts) of the corresponding PAMM Account.

Private PAMM Account shall mean an account which the Manager does not include in the full rating of PAMM Accounts in “The PAMM Account Ratings” subsection of the “INVESTMENTS” section of the Company Website. This type of account cannot be included in the rating.

Public PAMM Account shall mean an account which is visible to all visitors of the Company Website.

This type of account is included in the full list of PAMM Accounts in “The PAMM Account Ratings” subsection of the “INVESTMENTS” section of the Company Website and can be included in the rating.

Rollover shall mean a technical procedure which takes place on all PAMM Accounts at the beginning of each trading hour in order to update the statistical indicators, in addition to executing requests for deposits and withdrawals.

Investment Account Funds shall mean the Investment Account indicator which reflects the Balance and trading outcomes for the Investment Account in question. It is calculated as outlined in clause 9.2 of these Regulations.

Investment Account Net Equity shall mean the Investment Account indicator which reflects the Investment Account Equity, minus the Manager’s Remuneration for the PAMM Account in question.

Terms and conditions of Investing in Stock Exchange Market 

1. This “WE TRADE LIMITED End-User Terms and Conditions” (“Agreement”) governs your access to and use of the WE TRADE LIMITED website, subscriptions and applications (collectively, the “Site”) and Site Services (as defined below) offered on the Site. This is a legal agreement between you (the “Site User” or “you” or “your”) and the owner of WE TRADE LIMITED, 

WE TRADE LIMITED is an independently owned website for sharing information about the stock market and featured advertisements about certain companies and stock exchange in exchange for payment (See our DISCLAIMER for more information).

​

When you registered, you either registered as an individual or as a company or other business organization. When registering, you provided information about yourself and/or an owner or principal of the business. You hereby represent and warrant that all information provided is true and correct and that you are authorized to act on behalf of the business and have authority to bind the business to this Agreement. The term “you” “your” and “Site User” will mean you, the natural person, as well as the business.

​

When you register, we collect basic information such as your name, company name, location, email address, phone number and other information. You may also have been required to create a username and password to access the Site Services. Any information you provided will be treated in accordance with WE TRADE LIMITED Privacy Policy.

​

By checking the box on the registration page agreeing to these terms and conditions or by using the Site Services, you are agreeing that you have read, understand, and agree to be bound by this Agreement.

If you do not agree or are unable to agree to be bound by this Agreement, do not use the Site or the Site Services and exit the Site.

​

WE TRADE LIMITED may modify this Agreement from time to time. When changes are made, WE TRADE LIMITED will make the revised version available on this webpage and will indicate the date that revisions were last made at the top of this page. Your use of the Site or the Services after such posting will constitute acceptance by you of such changes.

2. This Agreement is effective as of the date you first subscribed or registered (the “Effective Date”). If you subscribed or registered as a business entity, the Site Services (as defined below) may also be utilised by Affiliates (as defined below) of the Site User; provided that (i) the Site User shall be the sole party responsible for making payments under this Agreement, as applicable, and (ii) the Site User shall be responsible to WE TRADE LIMITED for all Affiliates compliance with the terms and conditions of this Agreement. For purposes of this Agreement, the term “Affiliate” shall mean any entity in which the Site User has direct or indirect ownership of greater than 50% of the voting shares of the relevant company.

3. WE TRADE LIMITED is providing stock market information and stocks it advertises on the site, usually in exchange for payment (“Site Services”) to the Site User pursuant to this Agreement. If payment was received for promotion of a company’s stock, the details will be set forth in the DISCLAIMER, which you can find in the footer of this Site. This Agreement shall remain in effect until terminated. Site User or WE TRADE LIMITED may terminate this Agreement, and/or suspend your access to the Site Services, at any time.

​

4. The Site User is responsible for:

(a) procuring any software or applications which it requires to use or view the Site Services;

(b) the accuracy of the information input for the Site Services; and

(c) assessing and setting the risk tolerance level according to its needs.

​

5. WE TRADE LIMITED and its service providers will retain ownership of all intellectual property in the Site Services (including any amendments, enhancements, modifications or updates of the Site Services).

​

6. Except as expressly set out herein, the Site User will have no rights or interest with respect to the Site Services. Nothing contained in this Agreement will constitute a licence or grant of any rights to the Site User with respect to any trademark, logo, service, mark, trade name, service name or patent.

​

7. As used in this Agreement, “Confidential Information” means any information communicated by either party to the other party in the context of their business relationship (whether documented now or in the future or otherwise) and includes information regarding the Site Services not generally known to the public, the identity of WE TRADE LIMITED data sources and vendors as well as any information relating to an identified or identifiable individual (including, without limitation, name, postal address, telephone number, date of birth, government identity card number, driver’s license number, or any other unique identifier or one or more factors specific to the individual’s physical, physiological, mental, economic or social identity, and whether confidential customer data or otherwise) provided by either party to the other (“Personal Information”) and including user name and password information.

​

8. Except with respect to Personal Information, Confidential Information does not include information that is generally known to the public, information received in good faith from a third-party not subject to a confidential obligation to the source, or information that was independently developed by the recipient without the developing persons having access to or knowledge of the confidential information.

10. Each party agrees that it will:

​

(a) not disclose, nor permit any person to disclose, to any other person or entity any Confidential Information except to those of its data vendors, directors, officers or employees with a strict need to know in order to perform the obligations under this Agreement. Such data vendors, directors, officers or employees shall be of the obligation of confidentiality hereunder and shall be subject confidentiality obligations at least as restrictive as those set forth in this Agreement. Should either party be legally required to disclose Confidential Information, that party shall, unless prohibited by law, immediately notify the other party of such request or requirement for disclosure, and reasonably assist that party, prior to disclosure so that party may seek an appropriate protective order;

​

(b) protect the Confidential Information with the same degree of care it uses to safeguard its own information of a similar character, provided that such degree of care shall not be less than a reasonable degree of care implementing appropriate administrative, physical, technical and organisational measures, policies and procedures to protect Confidential Information against accidental or unlawful destruction or accidental loss, unauthorised alteration, disclosure or access, and other unlawful forms of processing;

​

(c) immediately notify the other party in writing if it suspects, has reason to believe or confirms that any Confidential Information is or has been lost, stolen, compromised, misused or used, accessed or acquired in an unauthorised manner or by any unauthorised person, or for any purpose other than legitimate business reasons;

​

(d) comply with all applicable privacy and data protection laws which may apply to the storage or transmission of any Confidential Information; and

​

(e) return or destroy Confidential Information to the other party within ten (10) days of notice from such party.

​

11. WE TRADE LIMITED may suspend the Site Services or terminate this Agreement immediately, without further obligation to Site User at any time for any reason.

​

12. WE TRADE LIMITED is not responsible:

​

(a) if the Site User fails to use the Site Services in accordance with the Permitted Purpose or any other term of this Agreement;

​

(b) if any equipment, browser, server or software utilised by the Site User in accessing the Site Services fails; or,

​

(c) for any damage to equipment, hardware, programs or data, whether stored or used with the Site Services or otherwise, including the costs of repairing such equipment or hardware and the costs of recovering such programs or data.

​

13. To the extent permitted by law, other than to the extent expressly set out in this Agreement, WE TRADE LIMITED makes no representations or warranties either express or implied:

​

(a) in relation to the suitability, quality, merchantability, performance or fitness for a particular purpose of the Site Services;

​

(b) that the Site Services will meet the Site User’s requirements;

​

(c) that the Site User’s use of the Site Services will be uninterrupted or error-free or that any errors or defects in the Site Services will be corrected; or

​

(d) regarding the interoperability, compatibility or coexistence of the Site Services with the Site User’s operating system or particular network environment or hardware.

​

14. IN NO EVENT WILL COMPANY OR ITS REPRESENTATIVES, OR ANY DATA PROVIDER, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT IN ANY MANNER, REGARDLESS OF THE FORM OF ACTION (INCLUDING STRICT LIABILITY OR NEGLIGENCE).

​

15. COMPANY’S AGGREGATE LIABILITY DURING THE TERM FOR ANY OR ALL LOSSES OR INJURIES ARISING OUT OF ANY ACTS OR OMISSIONS UNDER THIS AGREEMENT WILL BE LIMITED TO A REFUND OF THE FEES PAID BY IDV USER UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRIOR TO THE OCCURRENCE OF THE FIRST EVENT GIVING RISE TO ALL OR PART OF THE LIABILITY.

​

16. Notwithstanding any other term of this Agreement, WE TRADE LIMITED accepts no liability for any inaccuracy, incompleteness or other error in any (i) inquiry information, (ii) other information, or (iii) data, provided by the Site User to WE TRADE LIMITED

​

17. The Site User will indemnify WE TRADE LIMITED, its affiliates and agents from and against any and all claim, damages, losses, liabilities or fees arising in connection with any costs incurred as a result of a breach of any term of this Agreement by the Site User.

​

18. The Site User must not assign or transfer any rights or liabilities under this Agreement to any other person, except with written consent of WE TRADE LIMITED.

​

19. If, for any reason, WE TRADE LIMITED. is required to disclose any or all of its data vendors to Site User, then Site User agrees that it shall be prohibited from contacting or doing business with such data vendors, for the purpose of obtaining similar services as those provided through WE TRADE LIMITED. under this Agreement, at any time during the term of the Agreement and for a period of one (1) year after the termination of this Agreement.

​

20. The Site User can contact WE TRADE LIMITED at any time with questions or to cancel the Site Services by sending an email to: smallinvestor24@gmail.com.

​

21. If any provision of this Agreement is found to be illegal or unenforceable by any court of competent jurisdiction then that provision will be deemed to be deleted, but without affecting the remaining provisions.

​

22. A failure by either party to exercise or enforce any rights available to that party or the giving of any forbearance, delay or indulgence is not to be construed as a waiver of that party’s rights under this Agreement.

​

23. All documents referred to in this Agreement form part of this Agreement and may be amended from time to time by the parties in writing. Such amendments do not otherwise affect the rights and obligations howsoever under this Agreement.

​

24. This Agreement contains the entire Agreement between the parties and there are no other representations, promises or conditions.

​

25. This Agreement is governed by the laws of Jamaica. Both parties stipulate and agree that any litigation arising from or relating to this Agreement will be heard in a court of competent jurisdiction located in Jamaica.

​

If you have any questions regarding these Terms of Use, please contact us at legal(at)WE TRADE LIMITED.

Terms and Conditions  of Architecture and Engineering Service  (Real estate)

RECITATIONS

WHEREAS, Island Blue Print & Drafting Inc  (the “IBPD”) has numerous projects that require the services of an Architect or an Engineer (or other design professional) (the “A/E”); and

​

WHEREAS, the IBPD has certain contractual standard terms and conditions that will apply to these projects; and

​

WHEREAS, the IBPD has issued a Purchase Order (the “PO”) which describes in full the scope of services and which will incorporate the contractual terms and conditions of this web page (except as where specifically modified in the PO); and

​

WHEREAS, the A/E is willing to accept an engagement pursuant to the terms and conditions of this web page.

AGREEMENT

1. SERVICES

​

1.1 A/E Services for individual projects will be identified and authorized in a PO. The PO shall establish the scope of the Services, any special services or payment terms and any other unique aspects of each project (the “Services”). Services shall be performed in accordance with the provisions of the PO and the contractual terms and conditions of this web page (the “Agreement”).

​

1.2 No Services shall be performed until the A/E signs and returns the approved PO.

​

1.3 In the event of conflict between this Agreement and the provisions of a PO, the provisions of the PO shall govern.

​

1.4 The A/E shall provide the Services in coordination with an  IBPD Project Manager who shall be named on the PO. The A/E shall designate in writing the name of a contact person. The A/E contact person shall remain subject to approval of  IBPD.

​

1.5 The A/E agrees to provide all qualified professionals and specialist consultants, reasonably acceptable to IBPD, who are necessary to successfully complete a project as more particularly described in Attachment A to the PO (the “Project”). In addition to services customarily provided by an architect and as more fully set forth herein, the A/E services may, depending upon the needs of the Project and as more specifically mandated by the Project Manager, include, but not be limited to, services provided by interior designers, code consultants, structural, mechanical, and electrical engineers, food service consultants as well as lighting, acoustical, audiovisual and signage consultants. The A/E shall also supply necessary supervision for the Project as more particularly set forth herein.

​

1.6 The A/E shall perform the Services during the Schematic Design Phase, the Design Development Phase, the Construction Development Phase, the Construction Bid Phases, and the Construction Administration Phase.

​

1.7 The A/E agrees to perform the Services in accordance with the schedule as set forth in the PO (the “Project Schedule”). The A/E agrees to perform the services in the manner, sequence, and timing necessary for full compliance with the Project Schedule and consistent with the standards required under this Agreement. The A/E shall perform the Services diligently, expeditiously, and with adequate resources to complete all of the Services by the date determined in the Project Schedule. Time is of the essence in the completion of each and every provision or condition of this Agreement. The A/E shall not be responsible for delays caused by reasons outside the control of the A/E as further set forth in Article 16.3 herein.

​

1.8 Should the A/E fall behind schedule it shall, at its own cost, do whatever is necessary, including but not limited to, increase staffing of the job and overtime costs to get back on the Project Schedule and provide IBPD with a recovery plan satisfactory to IBPD.

​

1.9 The A/E design team is responsible for designing within the budget for completion of the Project as more particularly set forth in the PO (the “Project Budget”). The A/E shall work with the IBPD Projects Department to control project costs to ensure that the Project Budget is not exceeded. At various phases during construction an independent cost consultant retained by IBPD may prepare a “Statement of Probable Construction Costs.” If, during the course of the Project, the design team believes that the construction cost will exceed the Project Budget or that the construction cost will exceed the amount set forth in the latest “Statement of Probable Construction Costs,” the design team shall immediately notify IBPD in writing

​

1.10 Establishment of one or more Statements of Probable Construction Cost by A/E and IBPD shall not constitute A/E’s guaranty or warranty that the actual construction cost shall not exceed the estimates but such Statement shall be the basis for A/E’s obligations for re-design.

​

1.11 The A/E shall perform the Services consistent with the highest standards of practice applicable to similar Services provided for first-class casino, entertainment, and resort destination venues nationally.

2. SCHEMATIC DESIGN PHASE

​

2.1 The A/E shall meet with IBPD representatives to review the Project and to prepare a preliminary evaluation of the Project Schedule and Budget (the “Schematic Design Phase”). The A/E will then work with the IBPD Project Manager to finalize the program requirements of the various end users affected by the Project.

​

2.2 The A/E shall review and obtain Record Drawings of the existing architectural layout within the area of the Project, as well as any surrounding existing construction and building systems that may be impacted by the Project. These may include, but shall not be limited to, structural, mechanical, electrical, plumbing low voltage and other building systems.

​

2.3 During the Schematic Design Phase, the A/E shall prepare for review and approval by IBPD , the schematic design documents which shall consist of drawings, sketches, renderings and other documents illustrating the scale and relationship of the components of the Project (the “Schematics”). Upon direction of IBPD , no more than three (3) alternative Schematics may be presented without additional cost to IBPD . All specifications shall be prepared in accordance with the Construction Specifications Institute (“CSI”)

​

2.4 Along with each Schematic, the A/E shall present a preliminary cost estimate. The A/E shall make sufficiently accurate estimates to determine the feasibility of constructing the Project within the Project Budget and Project Schedule.

​

2.5 The A/E shall review each Schematic approach with the IBPD, as provided herein, until such time as an approach reasonably acceptable to IBPD is selected.

​

2.6 The Schematics shall conform to all IBPD Land Use requirements. IBPD Land Use requirements are published on the IBPD Procurement Web Page. If the Project is located off the IBPD reservation, the Schematics shall conform to all applicable local, state, or federal statutes or regulations relative to building, zoning, historic preservation, wetland, or other environmental statutes which would customarily govern the Project and the Services.

​

3. DESIGN DEVELOPMENT PHASE

​

3.1 The A/E must receive written notice from the IBPD Project Manager to proceed with the design development drawings before commencing the said phase. The design development phase drawings shall show the extent of the site, location of the Project on the site and the general disposition of the principle features and equipment embodied in the Project, and shall be sufficiently developed so as to fix and illustrate the size and character of the Project in all of its essential basic particulars as to kinds of materials, finishes, types of structure, mechanical and electrical systems, special systems, and such other elements as may be necessary to complete the Project (the “Design Development Drawings”).

​

3.3 The A/E shall finalize programming requirements with each of the affected IBPD end users (as identified by the IBPD Project Manager) to confirm architectural details and associated mechanical, electrical and plumbing, product and equipment selections, as well as data requirements. All such meetings shall be coordinated through the IBPD Project Manager.

​

3.4 The A/E is responsible for ensuring that the Services comply with the IBPD building codes (see the IBPD Procurement Home Page, Specifications and References: TOSHA/Land Use Requirements), if the Project is located on the IBPD Reservation. If the Project is located off the IBPD Reservation, then the Services shall conform to the building code requirements of the jurisdiction in which the Project is located. In order to verify applicable code and egress requirements, the A/E may be required by IBPD to meet with the Chief Land Use Inspector of the Land Use Department at the beginning of the design development phase. The A/E shall prepare a thorough and complete code analysis and verify that the project design meets applicable building and life safety codes and TOSHA/OSHA requirements. An egress analysis shall be included directly on the Design Development Drawings and be completed in a manner and presented in a format acceptable to the IBPD Land Use Department. Where the project will impact the egress conditions of the facility as a whole, the A/E will share and coordinate occupancy and egress information with the IBPD egress/code consultant for his/her review and action.

​

3.5 For projects located on the IBPD Reservation, the A/E may be required by the IBPD Project Manager to meet with the Mashantucket Pequot Fire Department, the MPGE Health Department and other authorities having jurisdiction to review their specific applicable codes, standards, and special requirements. The A/E may also be required by the IBPD Project Manager to meet with the IBPD Utilities Department to maximize the benefit derived from energy incentive programs offered by the utility companies providing service to the facility. It shall be the responsibility of the A/E, subject to the approval of the Project Manager, to determine which IBPD Departments ought to be consulted. The determination of the Project Manager, with respect to which Departments need to be consulted, shall relieve the A/E from any redesign costs necessitated by a subsequently determined failure to consult with a particular IBPD Department. determine which IBPD Departments ought to be consulted. The determination of the Project Manager, with respect to which Departments need to be consulted, shall relieve the A/E from any redesign costs necessitated by a subsequently determined failure to consult with a particular IBPD Department.

​

3.6 The A/E is to utilize and tie-in to existing mechanical, electrical, plumbing and other building systems to the maximum extent possible, so as to make the most efficient use of existing systems and minimize new construction costs unless otherwise directed by the IBPD.

​

3.7 During the Design Development Phase, the A/E shall, as necessary, prepare demolition drawings showing all existing construction to be removed as a part of the Project. The demolition drawings shall identify all existing building systems that will need to be demolished, capped, re-routed, or modified.

​

3.8 The A/E shall submit for review and approval the number of sets of Design Development Drawings, Specifications and detailed cost estimates specified in the PO for the Project. All specifications shall be prepared in accordance with the CSI format. All drawings are to be prepared in accordance with the IBPD Procedures for Architectural & Engineering services as published on the IBPD Procurement Web Page (see Specifications and References: Design and Record Drawings Procedures).

​

3.9 An estimate of the costs of construction shall be submitted with the Design Development Drawings and Specifications and broken down into the major subtrades for the construction of the Project, with separate figures for special items such as equipment, site work, and utility lines or as more fully specified by the IBPD Project Manager. Such estimate shall be predicated upon completion within the Project Budget and Schedule. The A/E shall review each Design Development Drawing with the IBPD, as provided herein, until such time as an approach reasonably acceptable to IBPD is selected. The A/E shall modify the Design Development Drawings and estimates, at no additional cost to IBPD, up to a maximum of three (3) major revisions or until such time as the Project Budget and Schedule is met whichever is less. Failure to comply with the provisions of this paragraph may be considered by IBPD as an event of default.

​

3.10 Basic engineering and other drawings and specifications shall, as part of the Design Development Drawings, also be provided at this time by the engineers and other consultants working under the direction of the A/E.

​

3.11 As the Design Development Drawings submitted during this phase are to form the basis of the whole concept of the Project, they shall be reviewed and approved by IBPD for conformance to functional and technical requirements of the Project before the A/E proceeds to the next phase. Such review and approval does not relieve the A/E of any responsibility arising out of the IBPD’s reliance on the A/E’s professional skill and ability to discharge A/E’s Services as required by this Agreement.

​

4. CONSTRUCTION DOCUMENTS PHASE

​

4.1 The A/E must receive written notice from the IBPD Project Manager to proceed with the Construction Documents Phase before commencing the said phase. The documents to be provided in this phase are a part of the construction contract and, as such, shall consist of complete and fully coordinated construction drawings and specifications setting forth in detail the requirements for the construction of the Project (the “Construction Drawings”).

​

4.2 The A/E shall provide a detailed code analysis on the cover sheet of the Construction Drawings, in a format acceptable to the IBPD Land Use Department. The analysis shall include at a minimum; the building type, use/occupancy group, construction type, applicable codes and any relevant information about maximum occupancy, travel distances, egress paths, and fixture counts. The cover sheet shall also include a list of all the project drawings, a list of the design professionals working on the Project, and a location key plan. 

​

4.3 The A/E shall ensure that the drawings of all the architectural and engineering disciplines are coordinated to express the complete and accurate scope of the work, and to eliminate conflicts between the various disciplines.

​

4.4 The A/E shall include MPGE “owner specified equipment” in the Construction Drawings and be responsible for coordinating the equipment and wiring with the rest of the Project.

​

4.5 The A/E will meet with the IBPD Land Use Department (and other IBPD authorities having jurisdiction) as required to review additional code issues that arise as the documents are developed, and if necessary, amend the plans accordingly without additional cost to IBPD.

​

4.6 During the Construction Documents Phase, the A/E shall review and revise its cost estimate periodically and advise IBPD if scope modifications or reductions are necessary to bring the Project back in line with the Project Budget and Schedule.

​

4.7 All Construction Drawings shall conform to the IBPD Record Drawing Standards. All specifications shall conform to CSI standards. Review and approval by the IBPD of the Construction Documents does not relieve the A/E of any responsibility arising out of the IBPD’s reliance on the A/E’s professional skill and ability to discharge the services required by this Agreement.

​

4.8 At the completion of the Construction Documents Phase, the A/E shall submit one (1) unstamped set of the final construction drawings and specifications to the IBPD Land Use Department for review. Upon completion of review by the IBPD Land Use Department, the A/E shall, at no further cost to IBPD, incorporate all required changes to the said drawings and specifications. The A/E shall then provide four (4) stamped sets of the completed construction documents to the IBPD Land Use Commission for approval of a building permit. The A/E shall provide up to ten (10) unstamped sets (per directive of the IBPD Project Manager) for use by the IBPD Projects Department. In addition, the A/E shall provide two (2) CD-ROM’s containing the Project Drawings and Project Manual that comprise the construction documents. The CD-ROM drawings as required by this sub-paragraph shall be in an AutoCAD version, and in a format as required by the IBPD Record Drawing Standards. The IBPD project number and name is to be listed on each drawing title block, the cover of the Project Manual, and each individual page of the documents.

​

4.9 The A/E shall provide to the IBPD, for all projects located outside of the boundaries of the IBPD Reservation, a “Certificate of Substantial Compliance with the Connecticut Building and Fire Safety Codes” bearing original signatures and seals, stating: “This is to certify that the design of the referenced structure is in compliance with the Connecticut Building and Fire Safety Codes adopted by the State of Connecticut, including the following approved modifications of code (list if any).” In the event that the Project is to be constructed on the IBPD Reservation the Certificate shall state: “This is to certify that the design of the referenced structure is in compliance with the IBPD Land Use Commission requirements.” The A/E shall provide the Certificate to the IBPD’s Project Manager when the completed Construction documents are submitted to the IBPD Land Use Commission for approval.

5. BIDDING / REQUEST FOR PROPOSAL / NEGOTIATION PROCESS

​

The A/E shall assist the IBPD in evaluating the bids for all aspects of the Project. This may include; assisting in the preparation of the necessary bidding information; attending and assisting in the conduct of he pre-bid meeting; preparing written responses and issuing addenda as necessary, clarify questions brought up by the bidders; providing written analysis of value engineering suggestions proposed by the bidders; and reviewing schedules of values submitted by bidders and advising IBPD as to any discrepancies in the pricing submitted.

​

6. CONSTRUCTION ADMINISTRATION

​

6.1 The A/E will be required to attend weekly project progress meetings for the duration of the Project and to respond promptly to any issues that arise during the course of construction. Administrative duties to be performed during construction include, but are not limited to:

​

6.1.1 Reviewing and taking appropriate action on Submittals (maximum five (5) calendar day turnaround time); and

​

6.1.2 Reviewing and responding to Requests for Information (“RFI”) from the Project Contractors (maximum five (5) calendar day turnaround time); and

​

6.1.3 Reviewing and responding to Field Correction Notices (“FCN”) generated by the IBPD Land Use and Fire Departments (maximum five (5) calendar day turnaround time); and

​

6.1.4 Generating Field Sketches (“FSK”) as necessary to clarify details and record changes (maximum five (5) calendar day turnaround time); and

​

6.1.5 Maintaining up to date logs of all construction administration documentation (submittals, RFI’s, FSK’s etc.); and

​

6.1.6 Visiting the Project site at intervals appropriate to the stage of construction, or as required by the IBPD Project Manager, to review the progress and quality of the Project. The purpose and intent of the site visits are to enable the A/E to notify the Owner of any substantive variation of the Project from the Construction Drawings and Specifications. Within five (5) days of each visit, the A/E shall provide IBPD with a written report which shall set forth the progress and quality of the Project and shall further advise IBPD of any observed substantive variations of the Project from the Construction Drawings and specifications. The A/E shall not be required to guarantee the performance of the general contractor or the subcontractors of the general contractor but is under a professional obligation, as provided in Article 1.11, to observe the progress of the Project and report as set forth herein.

​

6.1.7 Perform final inspection at the conclusion of the Project and prepare the Certificate of Substantial Compliance for submission to the Land Use Commission or other appropriate entity.

​

6.1.8 Generate and administer the punchlist at conclusion of the Project or upon request of the MPTN Project Manager, whichever is earlier.

​

6.2 In the event that the time period of the construction contract is exceeded by more than 25% (the “CTO”), due to no fault of the A/E, the A/E shall be paid a reasonable fee for any additional services required beyond the CTO. The amount of increase to be reasonably determined by the IBPD. The question of fault on the part of the A/E shall also be reasonably determined by the IBPD.

​

7. RECORD DOCUMENTATION / CLOSEOUT

7.1 At the conclusion of the project, the A/E team shall provide a set of “corrected” x-reference base drawing plans in a format as provided on the IBPD Record Drawing Standards (the “Record Drawings”).

​

7.2 The Record Drawings shall reflect all architectural and engineering (all disciplines) changes that took place during construction and incorporate all FSK that were generated. Once the Contractor/Construction Manager has completed the preparation of its Record Drawings on the x-reference provided, the A/E shall review the Record Drawings for accuracy and provide its comments to the IBPD and the Contractor.

​

7.3 The A/E will also assist the IBPD Projects Department in reviewing the contract closeout information provided by the Contract/Construction Manager to ensure compliance with the requirements of the construction specifications. Such information will include, but not be limited to: test and balance reports, one-line system diagrams, startup and shutdown sequences, product manuals, operations and maintenance and spare parts list and inventories.

​

8. HAZARDOUS WASTE

​

The A/E shall notify the IBPD in writing of any materials encountered in any assignments that appear to consist of or contain asbestos, p.c.b.’s, lead-containing materials, or other hazardous materials (“Hazardous Materials”). It is understood that the A/E’s responsibility shall not extend beyond attempting to identify those Hazardous Materials present and informing the IBPD when such materials are noted. In those cases where Hazardous Materials are present but are not detected by the A/E, the A/E will not be held liable. All work involving the location, encapsulation, removal, disposal, etc., of asbestos or asbestos-containing material, p.c.b.’s, lead-containing materials, or other Hazardous Materials will be performed by specialists hired by the IBPD. Neither party shall be responsible for delay or suspension of work as a result of the discovery of Hazardous Materials.

​

9. AUDIT

​

9.1 IBPD reserves the right to perform an audit at any time during the term of this Agreement and up to six (6) years from the substantial completion (as defined in the construction documents) of the Project. A/E shall maintain accurate records at all times and shall continue to maintain such records for the same six (6) year period. Upon seven (7) days notice A/E shall provide IBPD reasonable access to A/E’s records to verify that pricing, billing and changes in Service conform to the terms of this Agreement. IBPD will be permitted to conduct these audits with its own internal resources or by securing the services of a third party accounting/audit firm, solely at IBPD’s election. IBPD shall have the right to copy, at its own expense, any record related to the Services performed pursuant to this Agreement. The A/E further agrees to include in all of its subcontracts hereunder the same requirement of this subparagraph. The provisions of this paragraph shall survive the termination of this Agreement

​

9.2 The periods of access and examination described above, for records which relate to (1) appeals or disputes, (2) litigation of or the settlement of claims arising out of the performance of this Agreement, or (3) costs and expenses of this Agreement as to which exception has been taken by the IBPD, or any of their duly authorized representatives, shall continue until such appeals, litigation, claims, or exceptions have been disposed of.

​

10. PROGRESS PAYMENTS

​

10.1 Progress payments shall be made based on percentage of the Project completed, subject to review and approval by the IBPD Project Manager. Invoices accompanied by detailed statements setting forth the statement of work completed shall be submitted to the Project Manager for review and approval on a monthly basis. Payment of invoices shall be due within thirty (30) days receipt by the Project Manager. Invoices not paid as provided herein shall be subject to a one (1%) percent per month interest charge on any unpaid balance. IBPD shall not be obligated to pay, and no interest shall accrue on any invoice, unless and until the detailed statement is received. Pending final resolution of an Invoice, claim, or other dispute, the A/E shall proceed diligently with performance of the Services and the IBPD shall continue to make payments on the undisputed portion of the invoice in accordance with this Agreement.

​

10.2 All travel time and expense shall be included as a part of the fee for Services as provided in the PO.

​

10.3 The A/E shall, prior to final payment, provide lien waivers and/or such other proof as may be reasonably required by the Project Manager, that all payrolls, bills for materials and equipment and other indebtedness connected with the Services for which the IBPD or the property of IBPD might be responsible have been satisfied by the A/E.

​

10.4 The IBPD will make final payment to the A/E subsequent to the completion and acceptance of the Services

​

10.5 Acceptance of the final payment shall constitute a full and final waiver of all claims of A/E against MPTN for performance of the Services.

​

11. SUBCONTRACTING

​

11.1 The A/E shall not subcontract any portion of the Services without the approval of the IBPD Project Manager. The form of the Subcontractor’s Agreement shall be as developed by the A/E and shall include all relevant sections of this Agreement and shall be approved in writing by the IBPD.

​

11.2 Should the A/E require the services of registered subcontractors at any time during the duration of this Agreement, their names and qualifications shall be submitted to the IBPD for approval. Such subcontractors shall provide evidence of their competence by affixing their seals, if applicable, on any drawings or specifications prepared by them or under their supervision. The A/E shall not receive any additional payment from the IBPD in regard to such subcontractors unless expressly permitted under the terms of the PO. Any such services shall be provided pursuant to hourly rates as may be provided in the PO.

​

12. CHANGE ORDERS

​

12.1 No modification to the Services may be made nor shall the scope of the Services be modified except pursuant to a written Change Order signed by both Parties. Change Orders shall be effective only upon the issuance of a revised Purchase Order by the IBPD Procurement Department reflecting the following: a) change in the services; b) the amount of the adjustment, if any, to the Project Budget; and c) the extent of adjustment, if any, in the Project time. Changes made without approval as set forth in this paragraph shall be of no force or effect.

​

12.2 If at any time during the term of this Agreement, the IBPD should request the A/E to change the scope of the services originally agreed upon for any PO issued pursuant to this Agreement, the A/E shall then adjust said scope of services as requested and the A/E’s fees for such Project shall be adjusted by a fair and equitable amount as determined by the mutual agreement of the IBPD and the A/E.

​

13. INTELLECTUAL PROPERTY

​

13.1 IBPD owns all Intellectual Property developed or provided by A/E under this Agreement. For purposes of this Agreement, “Intellectual Property” means all calculations, software, concepts, renderings, designs, drawings, ideas, inventions, models, molds, original artwork, plans, reports, source codes, specifications, sketches, and any intangible and tangible deliverables developed or provided by A/E (and any of A/E’s Subcontractors of any tier or employees) as part of the Services to be performed under this Agreement including, without limitation, any Intellectual Property which is or may become subject to a copyright or patent.

​

13.2 IBPD owns all of the rights in and to all of the results and proceeds of the Services or portion thereof, performed by A/E, developed pursuant to this Agreement, including any Intellectual Property resulting from the Services, to use in any medium whether now existing or developed in the future, throughout the universe in perpetuity. IBPD shall own all rights pertaining to this Intellectual Property as “works for hire” and IBPD shall have the right to obtain in its name or in the name of its designee(s) all copyrights and copyright renewals and any other protections in connection with the protection of these copyrights (including the United States Copyright Act of 1976), as such author, creator, or inventor upon creation. If the Intellectual Property does not constitute “works for hire”, then A/E expressly assigns to IBPD any and all rights and ownership in and to the Intellectual Property to use in any medium whether now existing or developed in the future, throughout the universe in perpetuity. If the Services performed under this Agreement produce or include patentable inventions or other Intellectual Property, these deliverables are owned exclusively by and title vests in IBPD from the time of invention. A/E acknowledges that IBPD is the motivating force and factor for this Agreement, and for purposes of Intellectual Property, has the exclusive right to these Intellectual Property deliverables produced by A/E under this Agreement.

​

13.3 A/E shall secure appropriate written Contracts with each of its employees and Subcontractors of any tier assigned to the Project to confirm that each agrees to the obligations described in this paragraph. Any provisions in such subcontracts which conflict with the requirements of this paragraph shall be unenforceable.

​

13.4 The A/E is hereby cautioned that unless specifically authorized in writing by the IBPD’s Procurement Department Representative on a case by case basis, the A/E shall have no right to use and shall not use, in any manner, the name of the IBPD, its officials or employees, or the Seal of the IBPD: (i) in any advertising, Publicity, Promotion; nor (ii) to express or to imply any endorsement of A/E’s work product or services.

​

3.5 A/E shall use IBPD’s standard title block on any documents which illustrate or describe any part of the Services, which shall include IBPD’s copyright notice which shall be provided to A/E by IBPD.

​

13.6 A/E represents that it is the author, creator, or inventor of the Services, that it has the authority to make, use, or sell all rights granted to IBPD under this Agreement; that no claim, litigation or proceeding is pending or threatened with respect to the Services or any component of the Services, and the Services and its components do not infringe or violate any copyrights, trademarks, trade secrets, or other proprietary rights of any third party.

​

13.7 IBPD agrees to restrict use of the Construction Documents to the Project

​

14. INSURANCE; INDEMNIFICATION

​

14.1 A/E shall carry, maintain in full force and effect, and shall require all Subconsultants of any tier to carry and maintain in full force and effect the following insurance coverages on the forms and in amounts not less than specified during the term of the Contract:

​

14.1.1 Statutory Workers’ Compensation with limits as set forth under the laws of the Jamaica and Employer’s Liability insurance with limits of liability of not less than One Million Dollars ($1,000,000) per occurrence;

​

14.1.2 Commercial General Liability insurance with limits of liability not less than One Million Dollars ($1,000,000) for each occurrence of bodily injury and property damage and not less than Two Million Dollars ($2,000,000) in the aggregate including contractual liability and Products and Completed Operations in an amount not less than One Million Dollars ($1,000,000)

​

14.1.3 Commercial Automobile Liability coverage for all owned, hired, and nonowned, vehicles with a combined single limit of not less than One Million Dollars ($1,000,000) each occurrence for Bodily Injury and Property Damage;

​

14.1.4 Excess Liability in an amount not less than One Million Dollars ($1,000,000);

​

14.1.5 To the extent A/E is required by IBPD to provide Professional Liability/Errors and Omissions insurance to cover the design portion of A/E’s services for the Project, A/E shall provide a minimum limit of liability of One Million Dollars ($1,000,000 per claim and Three Million Dollars ($3,000,000) in Policy Aggregate, specific to this contract and not a shared Aggregate. A/E’s Professional Liability/Errors and Omissions coverage shall remain in effect for six (6) years after completion of the Project.

​

14.2 The coverage and limits of insurance required in the Contract shall not be construed as a limitation of A/E’s liability to IBPD. A/E’s failure to deliver satisfactory evidence of coverage shall not be construed as a waiver of A/E’s obligation to provide the required insurance coverages.

​

14.3 To the extent covered by insurance, A/E waives all right to claim against IBPD with respect to any bodily injury, personal injury or losses or damage to real or personal property. A/E waives all rights of subrogation on behalf of any insurance company insuring its interests. A/E shall require all Subconsultants of any tier to comply with this Paragraph and include this waiver in all Contracts and insurance policies obtained by the respective Subconsultant at any tier.

​

14.4 All policy certificates shall be supplied to IBPD and shall specifically include the relevant RFP number and PO number and a brief description of the covered scope of work. Policy certificates shall be mailed to:

​

Vaughanfield District 

Point P.O

ST. James 

Jamaica 

​

14.5 A/E agrees to defend at its sole cost and expense (if requested by IBPD), release, indemnify and hold IBPD,  Council Members, officers, directors, agents and employees of each, harmless from and against any and all claims, suits, judgments, damages, losses and expenses (including IBPD attorney’s fees or outside counsel’s fees), or demands, including those demands arising from injuries or death of persons (A/E’s employees included) and damage to property (collectively “Claims”) arising out of any portion of: (i) A/E and its Subconsultants’, of any tier, performance of the Services; (ii) any negligent acts, errors, omissions or willful misconduct of A/E or its Subconsultants of any tier; or (iii) any Claims arising from the presence on IBPD’s property of A/E, A/E’s Subconsultants of any tier, A/E’s employees, officers, directors, agents, licensees or invitees in connection with the Services, and shall make good to and reimburse IBPD for any expenses incurred by IBPD by reason of the Claims. Notwithstanding the above, A/E’s indemnity obligations to IBPD shall be limited to the extent of the fault attributable to A/E.

​

14.6 In any and all claims against those indemnified under this Contract by any employee of A/E, any Subconsultants of any tier, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this Paragraph shall not be limited in any way by any limit on the amount or type of damage, compensation or benefits payable by or for A/E or any Subconsultants of any tier or under any Workers’ Compensation Acts, disability benefit acts or other employee benefit acts. The provisions of this paragraph shall survive the expiration or sooner termination of this Contract. The indemnification set forth in this paragraph shall be in addition to and shall not limit any other indemnification required in this Contract.

​

​

15. TERMINATION

​

15.1 The IBPD, by written notice to the A/E, may abandon or terminate this Agreement for the convenience of the IBPD, for violation by the A/E of any provision contained in this Agreement or for any failure by the A/E to render to the reasonable satisfaction of the IBPD the Services required under this Agreement. Such action on the part of the IBPD shall in no event be deemed a breach of this Agreement. Upon receipt of written notification from the IBPD that this Agreement is to be abandoned or terminated, the A/E shall immediately cease operations on Services required under this Agreement. Upon receipt of written notification that this Agreement is to be abandoned or terminated, the A/E shall also immediately assemble all documents, information and materials which are in its possession or custody and which have been prepared, developed, furnished, or obtained under the terms of this Agreement and shall transmit the same, together with the A/E’s evaluation of the costs of the Services performed, to the IBPD on or before the fifteenth (15 th ) day following the receipt of written notice of abandonment or termination. All such materials shall become the property of the IBPD upon receipt of payment for such Services by A/E. Said materials shall include, but not be limited to, Schematics, Design Development Drawings, Construction Drawings, documents, plans, computations, sketches, drawings, notes, records, and correspondence.

​

15.2 If the Agreement is abandoned or terminated for the convenience of the IBPD, the A/E shall be entitled to receive reasonable compensation for services already satisfactorily performed and accepted, but no amount shall be allowed for anticipated profit on unperformed services. The IBPD shall determine the amount of such compensation based upon the amount of Services performed and reimbursable expenses incurred by the A/E

​

15.3 If the termination is for reason of failure of the A/E to fulfill Agreement obligations, the IBPD may take over the work and prosecute the same to completion by agreement or otherwise. In such event, the A/E shall be liable to the IBPD for any additional costs occasioned to the IBPD thereby.

​

15.4 If after notice of termination for failure of the A/E to fulfill Agreement obligations it is determined that the A/E had not so failed, the termination shall be deemed to have been effected for the convenience of the IBPD. In such event, the A/E shall be entitled to reasonable compensation as set forth herein

​

16. SUSPENSION

​

16.1 The IBPD, by written notice to the A/E, may delay or suspend this Agreement for the convenience of the IBPD for no more than ninety (90) calendar days (the “Convenience Delay Period”). The A/E shall not be entitled to any damages or increased costs provided the A/E receives a written notice from IBPD to proceed within the Convenience Delay Period.

​

16.2 In the event that the written notice to proceed is received by the A/E after the Convenience Delay Period then the IBPD and the A/E shall negotiate any increased costs associated with the delay beyond the Convenience Delay Period. In the event that no agreement can be reached, the IBPD may elect to terminate the contract as provided herein.

​

16.3 Neither party shall be responsible for delays or failure in performance resulting from acts beyond its control. Such acts shall include but not be limited to, Acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations, fire, earthquakes, or other disasters.

​

17. ASSIGNMENT

​

17.1 A/E agrees that this Agreement is personal to A/E and, except as specifically provided in this Agreement, cannot be assigned to any other party in whole or in part.

​

17.2 In the event that the A/E is a sole proprietor and the A/E should die, during the term of this Agreement, this Agreement shall be considered terminated. In the event of such termination, the A/E’s estate shall be entitled to reasonable payment for any uncompensated work performed prior to the date of death. The IBPD shall reasonably determine the amount of such payment.

​

19. DISPUTE RESOLUTION

​

19.1 Any claim arising out of or related to this Agreement, shall be subject to mediation as a condition precedent to the institution of legal or equitable proceedings by either party. The parties shall endeavor in good faith to resolve their claim(s) by mediation. Mediation shall be conducted so as to minimize impact upon the Agreement Time. A/E shall continue to complete the Services. Litigation shall be stayed for a period of forty-five (45) days pending the outcome of the mediation provided A/E has continued to complete the Services and provided that IBPD has continued to pay for Services performed in compliance with the requirements of this Agreement. Should either party fail to perform then the mediation requirement may be deemed waived by the performing party. The parties shall share the mediator’s fee equally. The mediator shall not be called to testify or otherwise provide evidence by either party in any subsequent legal action. Agreements reached in mediation shall be enforceable as settlements in any court having jurisdiction thereof.

​

19.2 All claims, disputes or other matters in question between the IBPD and the A/E arising out of or relating to this Agreement, or the breach thereof, which cannot be resolved through mediation, shall be heard by the Supreme Court of Jamaica. (“Jamaica Court”), which shall have exclusive jurisdiction to adjudicate such disputes. The laws of the IBPD shall apply. Final judgments of the Tribal Court may be entered in any court having jurisdiction thereof. No additional parties shall be joined to such proceedings without the written consent of the IBPD.

​

19.3 Nothing in this Paragraph 19 or in this Agreement shall prohibit or in any way limit IBPD’s right to seek reimbursement of monies paid for Workers Compensation benefits or Health Benefits, whether IBPD seeks such reimbursement by intervening in a lawsuit pending in a state or federal court or by bringing an independent action in any court having jurisdiction thereof, including state and federal courts.

​

19.4 IBPD agrees to accept the service of process by certified mail at the following address:

​

Vaughanfield District 

Point P.O

ST. James 

Jamaica 

​

The A/E agrees to accept service of process pursuant to the rules of the Jamaica Court at the mailing address set forth on the PO.

​

19.5 Any award rendered by the Supreme Court of Jamaica.  may be appealed in the Supreme Court of Jamaica.  pursuant to the applicable rules, and the award rendered by the Supreme Court of Jamaica.  shall be final. It is the intention of the parties that once the final award is rendered by the Supreme Court of Jamaica. , judgment may be entered upon it in accordance with applicable law in any appropriate State or Federal Court.

​

21. REPRESENTATIONS AND WARRANTIES

​

21.1 A/E represents and warrants that:

​

21.1.1 It has the valid and legal right to enter into this Agreement and that the performance of its obligations hereunder will not violate the terms of any other agreement or understanding to which it is a party, nor conflict with the rights of any third party.

​

21.1.2 A/E agrees to comply with all applicable Jamaica laws (including, but not limited to, Land Use and TOSHA) or with federal, state and local laws pertinent to performance of the Services under this Agreement. A/E further agrees to include the substance of this paragraph in all subcontracts entered into by A/E

​

21.1.3 A/E will not become engaged during the term of this Agreement with any third party contracts that will interfere with the performance of A/E’s obligations hereunder.

​

21.2 A/E shall promptly replace any A/E personnel whose work or conduct IBPD deems unsatisfactory.

​

22. MINORITY BUSINESS ENTERPRISE

​

22.1 A/E shall target 15% of all subcontract work, of any tier, to be awarded to Native American Business Enterprises, Minority Business Enterprises, and/or Woman Owned Business Enterprises (“MBE”). A/E shall report quarterly and shall submit a summary report prior to final payment in a format as specified by the Purchasing Agent. No price factoring is to be considered in subcontract selection. A/E’s performance regarding MBE placements will be considered as evaluative criteria for this Agreement and for future contract awards.

​

22.2 A/E shall not discriminate against any subcontractors or employee regarding race, religion, color, sex, age, physical condition or national origin.

​

23. COVENANTS AGAINST KICKBACKS

​

23.1 For purposes of this subsection “Money” means any cash, fee, commission, credit, gift, gratuity, thing of value or compensation of any kind.

​

23.2 For purposes of this subsection “Kickback” means any Money which is provided or is offered, as herein provided, for the purpose of obtaining or maintaining this Agreement or for rewarding favorable treatment in connection with this Agreement.

​

23.3 A/E represents, warrants, covenants and agrees that neither A/E nor its subcontractors (including any of their officers or employees) has provided or attempted to provide, either directly or indirectly, a Kickback to any employee of the IBPD or to any member of the IBPD. A/E further warrants, covenants, and agrees that neither A/E nor its affiliates nor any subcontractors (including any of their officer or employees) will, in the future, provide, attempt to provide, either directly or indirectly, any Kickback to any employee of the IBPD or to any member of the IBPD.

​

23.4 Failure to abide by the provisions of this section may, without further notice, result in the immediate termination of this Agreement.

​

24. WAIVER

 

IBPD may, at any time, insist upon strict compliance with the terms and conditions of this Agreement in spite of custom, practice, or course of dealing to the contrary. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement is effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure, right or remedy, shall be considered a waiver of any other breach, failure of any condition, or any right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing specifies.

​

25. INDEPENDENT CONTRACTOR

​

A/E acknowledges that it is an independent contractor and will be paid as such. Neither party shall have the right to bind the other. A/E will be responsible for all deductions and/or withholdings for any and all federal or state taxes for itself and its employees. Further, A/E recognizes and agrees that as an independent contractor it is not entitled to and will not raise any issue or defense based upon or related to the sovereign status of IBPD in the context of third party claims asserted against A/E or IBPD and related to A/E’s performance of services for IBPD under this Contract.

​

26. INTERPRETATION

​

Ambiguities, inconsistencies, or conflicts arising out of or related to this Agreement shall not be strictly construed against IBPD; rather, they shall be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting.

​

27. EFFECTIVE DATE

​

This Agreement has been entered into as of the day and year as set forth on the Purchase Order or upon the issuance date of the letter to proceed, whichever is earlier.

​

28. ENTIRE AGREEMENT

​

This Agreement and the Purchase Order and any attachments hereto shall constitute the entire Agreement between A/E and the IBPD. It shall supersede all contracts, Agreements or understandings between the parties respecting the subject matter of the PO. In the event of any conflict between the terms of this Agreement and any PO, the terms of the PO shall govern and control. This Agreement may be modified only by and with the mutual consent of both parties. Any modification must be in writing and must be signed by an authorized representative of the A/E and the IBPD.

Terms and Conditions  of Agricultural Investments 

1. General

​

These Terms and Conditions shall apply to all investment for Agriculture undertaken by We Trade Ltd. and/or We Trade Ltd. (Website) (“We Trade”) in its dealings with you (the “Client”) from the  Client’s access and agree to the Terms and Conditions, On this website they are subjected to

​

(a) any amendments in accordance with Clause 19 below; and

(b) the terms of any other written agreement between We Trade Ltd and the Client, the terms of which will prevail.

​

We Trade Ltd. is authorised and regulated in the 'xxxxxxxx' by the Financial Conduct Authority (“FCA”) and We Trade Ltd. (Website) is licensed and regulated by the  '**********'  (“xxxx”). In accordance with the relevant regulatory rules, We Trade Ltd has categorised you as a professional client or an eligible counterparty as set out in the letter accompanying these Terms and Conditions.

​

2. Services Provided

​

The investment services which We Trade Ltd may provide under these Terms and Conditions shall include advising on investments and arranging deals in the following investments (together, where appropriate, with related research, valuation and other services):

​

(a) Livestock;

​

(b) Cannabis 

​

(c) Fruits 

​

(d) Nuts & Legumes;

​

e) Herbs & Roots ; 

​

(f) Vegetables 

​

(g) Banana/Plantain

​

(h) Ground Foods 

​

3. Basis for Contracting, Introducing Business

​

Where We Trade Ltd deals with the Client in relation to complex products as defined under the FCA Rules and where the Client has elected to be treated as a professional client, the Client acknowledges that if it provides insufficient information regarding its knowledge and experience We Trade Ltd will not be in a position to determine whether a service or instrument is appropriate for the Client.

​

The Client acknowledges that We Trade Ltd has not made, and that the Client is not relying on, any statements, representations, promises or undertakings whatsoever that are not contained herein. Any advice (which may be given either orally or in writing) by any director, officer, employee or agent of We Trade Ltd to the Client in relation to any transactions shall be given without any obligation to communicate to the Client the basis on which the judgement leading to any such advice was made. All forms of investment which may be recommended by We Trade Ltd involve risk. The value of investments and the income derived from them can fall as well as rise and is not guaranteed. The Client's attention is drawn to the risk warnings set out in Schedule 2. We Trade Ltd shall be under no obligation to give general investment advice or advice in relation to a specific transaction or a proposed transaction or to supervise or manage any of the Client’s investments or to give any tax advice or to make claims for exemptions or relief or to make any filings or returns.

​

If We Trade Ltd provides investment services and/or advice to the Client, other than making a personal recommendation which it will not do, in the course of its Markets In Agriculture Instruments Directive (“MiAID”) regulated business, and to the extent that the Client has been classified as a Per Se Professional Client under the applicable Regulatory rules, We Trade Ltd is entitled to, and will, when We Trade Ltd assesses the appropriateness of such advice, assume that the Client has the necessary experience and knowledge in order to understand the risks involved in relation to those particular investment services or transactions, or types of transaction or product, for which the Client is classified as a professional client and that the Client is able to financially bear any related investment risks consistent with the Client’s investment objectives or otherwise.

​

When the Client gives We Trade Ltd an order or instruction in accordance with clause 6 below, We Trade Ltd is entitled to, and will, assume that the Client has the necessary experience and knowledge in order to understand the risks involved in relation to those particular investment services or transactions, or types of transaction or product, for which the client is classified as a professional client. As such, We Trade Ltd does not have to ensure that any such service or transaction is appropriate for the Client.

​

We Trade Ltd may introduce any order from the Client to any company within the We Trade Ltd Group of Companies (including, without limitation, We Trade Ltd & Co. Inc. in the United States of America). We Trade Ltd or such other company within the We Trade Ltd Group of Companies may also provide other services if and to the extent agreed between it or such company and the Client in writing

​

4. Intermediaries

​

In any dealing or other matter where the Client is an agent or otherwise acting on behalf of or for the benefit of any other person then, notwithstanding that the Client discloses that fact or identifies that person to We Trade Ltd, We Trade Ltd will, to the extent permitted by applicable law, rule or regulation, treat the Client alone as its customer for all purposes relating to such dealing or matter. We Trade Ltd shall be entitled to cancel, terminate, reverse or close out any transaction in the event that the Client fails to provide We Trade Ltd in a timely manner with sufficient identification details of any other person on whose behalf the Client may be acting and any other information for We Trade Ltd to comply with applicable law.

​

In any dealing or other matter where the Client is an agent or otherwise acting on behalf of or for the benefit of any other person, and the Client discloses that fact and/or identity of that person to We Trade Ltd, and the latter is not permitted by applicable law, rule or regulation to treat the Client alone as its customer for all purposes relating to such dealing or matter, the Client irrevocably and unconditionally agrees that it shall upon demand indemnify We Trade Ltd for itself and as trustee for its agents, employees and officers and keep We Trade Ltd indemnified from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgements, suits, costs, expenses and disbursements of any kind or nature whatsoever incurred or suffered by We Trade Ltd, or its agents, officers or employees arising directly or indirectly as a result of or in connection with anything done or omitted to be done by the Client’s principal arising by virtue of his relationship with We Trade Ltd.

​

In connection with the provision of these services, We Trade Ltd may employ agents selected on terms which it, in its discretion, may determine appropriate.

​

5. Communications with the Client

 

Communications from We Trade Ltd to the Client may be made via email, website or other electronic means or in writing. When using electronic media in relation to agreements and transactions the Client should be aware that acceptance of an electronic communication may give rise to a contractual obligation on the part of the Client. The Client will be deemed to have accepted electronic media as an acceptable form of communication unless the client gives written notice to the contrary as soon as is practicable after the receipt of these Terms and Conditions.

​

6. Orders, Instructions and Confirmations

​

Orders or instructions may be given by the Client on the website only   in such manner as shall be specified by We Trade Ltd or agreed between it and the Client from time to time. Nothing in these Terms and Conditions shall be construed as placing any obligation on the part of We Trade Ltd to enter into any transaction with or for the Client.

​

If any order, communication, or instruction is, in the opinion of We Trade Ltd, unclear and/or ambiguous, We Trade Ltd may seek clarification thereof from the Client, and may choose to take no action in respect of that order, communication, or instruction, until the meaning thereof has been resolved to the satisfaction of We Trade Ltd.

​

The Client irrevocably authorises We Trade Ltd to rely and act upon, and treat as fully authorised and binding upon the Client, any order, instruction, or communication (by whatever means transmitted, and whether or not in writing) which purports to have been given and which is reasonably accepted by We Trade Ltd in good faith as having been given by the Client or on its behalf, without further inquiry on the part of We Trade Ltd as to the genuineness, or authority of the order or the identity of the person giving or purporting to give such instructions and regardless of the circumstances prevailing at the time. The Client shall be responsible for and bound by all contracts, obligations, costs and expenses entered into or assumed by We Trade Ltd on the Client’s behalf in consequence of or in connection with such orders, instructions or communications.

​

Orders, communications and instructions shall continue in full force and effect until cancelled or superseded.

​

7. Charges

​

We Trade Ltd charges shall be subject to negotiation and agreement on a transaction by transaction basis. The Client will also pay any applicable VAT and such other taxes, duties, fees or other statutory charges as are applicable to the transaction. In addition, We Trade Ltd shall have a general right of lien over any investments, monies, or other property held on the Client’s behalf or to its order in respect of any unpaid debt due from the Client, any person on whose behalf the Client has accepted liability for their debts, or, if the Client is a corporate entity, any Associated Company. This lien may be exercised at any time without prior consultation with the Client, provided always that a written demand shall be made of the Client in respect to the debt, and no exercise of the lien shall obtain until the expiry of 48 hours after such a written demand being sent to the Client

​

8. Representations and Warranties

​

The Client represents and warrants on an ongoing basis to We Trade Ltd as follows:

​

i. It is neither insolvent, nor unable to pay its debts as they fall due and is not subject to any winding-up, dissolution, insolvency, bankruptcy, receivership, administration or analogous proceedings in any jurisdiction whatsoever

​

ii. That it has the legal capacity and the power to enter into this agreement and to receive the services as set out in Clause 2 above under the laws both of its state of legal domicile and its acceptance of these Terms and Conditions and undertakings of business thereunder do not contravene any law, regulation, statute or other legal or quasi legal provision in its state of legal domicile.

​

iii. If it is a corporate entity, that the acceptance of these Terms and Conditions and any business conducted thereunder is permitted under the terms of its Memorandum of Association and Articles of Association or the equivalent in its jurisdiction of incorporation.

​

iv. If it is a trust, that its acceptance of these Terms and Conditions does not constitute a breach of the terms of the trust. The trustees further warrant that, in their capacity as trustees, they will, at all times, adhere either to the express powers given to them by the document setting up the trust or, if no such express powers are given, and the trust it set up under English Law, to the relevant provisions of the Trustee Investments Act 1961, as amended.

​

If it is a natural person, that it is over 18 years of age and is not under any incapacity to contract, either under the law of its country of domicile or under the law of England and Wales.

​

vi. If it is a local, municipal, government or supranational agency or authority, that the terms under which it is constituted permit it to accept these Terms and Conditions and to receive the services as set in Clause 2 above.

​

vi. That payments by it for relevant investments are not subject to any withholding tax, imports, duties or any other deductions whatsoever or to any exchange or similar controls which have or may have the effect of restricting its ability to effect payment or delivery in full and complete satisfaction of any obligations, liabilities, debts or other outstanding monies due to Oppenheimer, its agents, factors or associates of any description..

​

vii. That it has a legal power of sale over any investments which are the subject of these Terms and Conditions free from all liens, charges, options, encumbrances and third party rights whatsoever.

​

viii. That all persons dealing with We Trade Ltd under these Terms and Conditions on the Client’s behalf are authorised to represent it without limitation in its dealings with We Trade Ltd.

​

ix. If it is acting as agent or otherwise acting on behalf of or for the benefit of any other person, that it has full authority to act for that person and that person has the legal capacity and power to receive the services as set out in Clause 2 above under the laws both of its state of legal domicile and in England and Wales.

​

The Client undertakes to inform We Trade Ltd immediately upon the occurrence of any event the happening of which is, or would be, in breach of any of the representations and warranties contained in this Clause.

​

09. Breach of Clause 08

​

In the event of a breach of Clause 10 (Representations and Warranties), We Trade Ltd may, without reference to the Client, and at its sole discretion, regard such a breach as going to the root of the contract, and may therefore regard such breach as repudiatory giving We Trade Ltd the right to take whatever action that We Trade Ltd, in its sole discretion, may deem to be necessary or advisable, including terminating this agreement, provided that We Trade Ltd shall be under no obligation to exercise any of its rights under this Clause

​

10. Indemnity

​

The Client irrevocably and unconditionally agrees that it shall upon demand indemnify We Trade Ltd for itself and as trustee for agents, employees and officers and keep them indemnified from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgements, suits, costs, expenses and disbursements of any kind or nature whatsoever incurred or suffered by We Trade Ltd or its agents, officers or employees arising directly or indirectly as a result of or in connection with anything done or omitted to be done under these standard Terms and Conditions. Nothing in this paragraph shall serve to indemnify any person in respect of his/her/its own gross negligence, fraud or willful default, or anything done by that person in contravention of the FCA Rules, the FSMA or any regulations made under it.

​

​

We Trade Ltd accepts responsibility for loss to the Client to the extent that such loss is due to the gross negligence, willful default or fraud of itself or any delegates appointed under Clause 4 or that of its or their employees, but will not otherwise be liable for any loss to the Client. This does not affect any duty or liability of We Trade Ltd to the Client arising under FSMA, any regulations made under it, or the FCA Rules.

​

11. Interest

​

In the event of the Client’s default in timely payment of any amount which falls due under the terms of these Terms and Conditions, We Trade Ltd reserves the right to charge interest at a rate not to exceed 1% above the cost to it of borrowing the due amount in the relevant money markets as decided by it in its sole discretion, or 1% above LIBOR, whichever is the higher, whether in the case of a sterling amount or any amount payable in another currency. Interest will accrue on a daily basis and will be due and payable by the Client to We Trade Ltd as a separate debt.

​

12. Research

​

The Client will receive research as agreed with We Trade Ltd and the latter shall not be under any duty to furnish the Client with any research report. Such research shall not constitute an offer on the part of We Trade Ltd to trade in any investment which may be the subject of any research report, and any such research report shall not constitute any specific advice to the Client regarding the merits or demerits of any investment mentioned therein. Neither We Trade Ltd nor any of its Associated Companies shall be obliged, in advising the Client, to take into account any research which has been carried out by such company.

​

13. Conflicts of Interest

​

The services provided by We Trade Ltd to the Client under these Terms and Conditions shall not give rise to any fiduciary or equitable duties on We Trade Ltd. part or on the part of We Trade Ltd Associated Companies which would prevent or hinder We Trade Ltd or any Associated Company in doing business with the Client as provided under these Terms and Conditions. 

​

When We Trade Ltd gives the Client investment advice, We Trade Ltd or any of its Associated Companies or any other person connected with Oppenheimer, may have an interest, relationship or arrangement that is material in relation to the service provided. We Trade Ltd or any of its Associated Companies may have material interests in, or conflicts of duty in relation to, any transaction effected with or for the Client.

​

Without limiting the generality of the foregoing, such conflicting interests or duties arise from:

​

(a) effecting, arranging or advising in relation to investments where We Trade Ltd or an Associated Company has a holding, dealing or market making position or otherwise trades in that investment;

​

(b) advising in relation to investments in which an Associated Company has underwritten, managed or arranged an offer for sale, issue or takeover during the preceding twelve months;

​

(c) advising in relation to investments issued by any person to which We Trade Ltd or an Associated Company is or was manager, banker, adviser, trustee, or acting in any similar capacity;

​

(d) effecting, arranging or advising in relation to investments where We Trade Ltd or an Associated Company benefits from a commission, fee, mark-up or mark-down payable otherwise than by the Client, or

​

(e) effecting, arranging or advising in relation to investments in respect of which another client, or a client of an Associated Company has given We Trade Ltd instructions to invest in specific crop.

​

All employees of We Trade Ltd and its Associated Companies, regardless of location, are required to comply with a policy of independence. This means that where We Trade Ltd or any such Associated Company gives the Client investment advice or (where relevant) deals in the exercise of its discretion on the Client’s behalf, although We Trade Ltd or one of its Associated Companies may have a material interest or (but for the previous paragraph) conflict of interest in relation to such advice or dealing, such employees are required to disregard any such interest.

​

In the course of providing services to the Client, to the extent permitted by the FCA Rules, We Trade Ltd may pay a fee or commission or a non-monetary benefit to any other person where the payment or benefit is designed to enhance the quality of the relevant service to the Client and does not impair compliance with We Trade Ltd duty to act honestly, fairly and professionally in accordance with the best interest of the Client and may receive minor non-monetary benefits from another person. Minor non-monetary benefits may include information or materials relating to a financial instrument or investment service, participation in conferences and training events relating to the benefits and features of a specific Agricultural crops, hospitality of a de minimis amount and such other minor non-monetary benefits as are permissible under the FCA Rules.

​

14. Regulatory Provisions

​

Where We Trade Ltd has categorised the Client as a professional client or as an eligible counterparty, the Client will lose some of the protections afforded to investors under the FCA Rules. In particular, the Client may not benefit from the following protections:

​

(a) the right to claim through the Financial Services Compensation Scheme (FSCS);

​

(b) in the event of a dispute, access to the Financial Ombudsman Scheme;

​

Eligible counterparties shall additionally lose the obligation on We Trade Ltd to act in accordance with the best interests of its Client when transmitting client orders to other entities for execution.

​

Associated Companies are, however, required to comply with the regulatory regime relevant to them and a Client will therefore have the benefit of any applicable requirements under that regime.

​

All formal complaints should in the first instance be made in writing to We Trade Ltd marked “for the attention of the Compliance Officer”.

​

Clients of We Trade Ltd (Website) may further refer their complaint to the JFSC in the event that they are dissatisfied with the outcome of any complaints review undertaken by We Trade Ltd (Website).

​

We Trade Ltd is authorised by the Client either during or after termination of these arrangements in relation to the Client’s affairs to do or disclose anything required to be done or disclosed by We Trade Ltd or anything it is requested to do or disclose by any law in any part of the world or under the rules of the FCA or any other body having any regulatory or enforcement responsibility in relation to We Trade Ltd business or any investment business. We Trade Ltd shall not be required to do anything which would in its opinion infringe any applicable regulations to which it is subject. We Trade Ltd may do whatever it considers necessary to comply with those regulations.

​

15. Confidentiality and Data Protection

​

We Trade Ltd may from time to time share with any of its Associated Companies, irrespective of location, any and all information supplied to We Trade Ltd by the Client. Such information shall be kept confidential within the We Trade Ltd Group of Companies. However, without prejudice, and in addition to any other right or obligation by virtue of which We Trade Ltd or any company within the We Trade Ltd Group of Companies may be entitled or bound by the laws of any state, territory, country or other jurisdiction, pursuant to any regulatory requirement, request, demand or summons in any territory, state, country or other jurisdiction, We Trade Ltd shall be entitled, in its absolute unfettered discretion to disclose any information known to it, or to produce any documents, relating to the business or affairs of the Client. This right shall include, but shall not be limited to, requirements or requests from the FCA, the Office of the

​

16. Amendments & Termination

​

These Terms and Conditions may be amended or terminated at any time by We Trade Ltd without notice. Amended Terms and Conditions shall take effect from the time such amended Terms and Conditions are posted on We Trade Ltd website at: www.wwwwww You acknowledge that by continuing to deal with Oppenheimer you will be bound by such Terms and Conditions in effect at the time and that it is your responsibility to check the We Trade Ltd website from time to time. Termination under this Clause shall not affect any outstanding orders or transactions or any legal rights or obligations, which may have arisen prior to the termination.

​

17. Severance of Clauses, No Waiver

​

If any Clause of these Terms and Conditions is held by any court, regulator or other competent authority to be illegal, invalid, or unenforceable, these Terms and Conditions shall be construed as if the Clause in question were deleted from the text of the Terms and Conditions. Such deletion, however, shall only be deemed to occur to the extent that the Terms and Conditions relate to any activities undertaken within the jurisdiction of the relevant court, regulator or other competent authority. Any failure by We Trade Ltd to insist at any time upon strict compliance with these Terms and Conditions shall not constitute or be considered a waiver by We Trade Ltd of any of its rights

​

18. Netting

​

Without prejudice to any other right it may have, We Trade Ltd shall be entitled to set off any amount at any time owing to it or any Associated Company from the Client under or in respect of any contract or otherwise against any amount owing by it or any Associated Company to the Client under any contract or otherwise or against all monies at any time standing to the Client’s credit on any account with We Trade Ltd or any Associated Company, and any security, guarantee or indemnity given to We Trade Ltd by the Client for any purpose shall extend to any amount owing from the Client after any exercise of such right of set off.

​

​

19. Entire Agreement

​

Except where changed in accordance with Clause 16 (Amendments & Termination) above, in relation to the provision of services in instruments set out in Clause 2, Paragraph (a) to (f), the terms of these Terms and Conditions shall represent the entire terms under which We Trade Ltd and the Client conduct business, and any other purported agreements, or terms and conditions shall not be of any effect, except for specific matters set out herein which contemplate further agreements or terms and conditions (for example, any agreement or terms and conditions as to the level of commission payable as contemplated by Clause 7 (Charges) above)

​

20. Successors

​

We Trade Ltd may, in its absolute discretion, assign all of its rights hereunder to any Associated Company upon seven days’ written notice to the Client. The Client hereby consents to such assignment provided that such assignee agrees to assume all of We Trade Ltd rights hereunder

​

21. Force Majeure

​

In the event of any failure, interruption or delay in performance of We Trade Ltd obligations resulting from acts, events or circumstances not reasonably within its control, including but not limited to industrial disputes, acts or regulations of any government or governmental or supranational bodies, agencies or authorities, or of any exchange, or of any regulatory body including but not restricted to the FCA, whether in the UK or elsewhere, breakdown, failure or malfunction of any telecommunications or computer services, defaults by any third parties in the performance of obligations necessary to have been performed for the completion of transactions with you, suspension or restriction of trading on any exchange or other market, orders of court, fire, war, natural disaster, strikes or other labour controversies, riots or civil commotion, We Trade Ltd shall not be liable or have any responsibility of any kind for any loss or damage thereby incurred or suffered by the Client, or any person for whom the Client acts.

​

​

Terms and Conditions  For Inventions 

 TERMS & DEFINITIONS.

  1. “Invention” shall mean all information relating to business programs, products, applications, systems, components, technologies and business topics.

 

  1. “Confidential Information” shall mean all information provided by Disclosing Party with respect to the Invention regardless of whether it is written, oral, audio tapes, video tapes, computer discs, machines, prototypes, designs, specifications, articles of manufacture, drawings, human or machine-readable documents. Confidential Information shall also include all information related to the Invention provided by Disclosing Party to Receiving Party prior to the signing of this Agreement. Confidential Information shall not include any of the following: 1. such information in the public domain at the time of the disclosure, or subsequently comes within the public domain without fault of the Receiving Party; 2. such information which was in the possession of Receiving Party at the time of disclosure that may be demonstrated by business records of Receiving Party and was not acquired, directly or indirectly, from Disclosing Party; or 3. such information which Receiving Party acquired after the time of disclosure from a third party who did not require Receiving Party to hold the same in confidence and who did not acquire such technical information from Disclosing Party.

c. “Disclosing Party” shall mean the party disclosing information to the other relating to the Invention.

      

d. “Receiving Party” shall mean the party receiving information from the other relating to the  Invention.

 

 USE OF CONFIDENTIAL INFORMATION.

The Receiving Party agrees to:

a. receives and maintain the Confidential Information in confidence;

b. examines the Confidential Information at its own expense;

c. not reproduce the Confidential Information or any part thereof without the express written consent of Disclosing Party;

d. not, directly or indirectly, make known, divulge, publish or communicate the Confidential Information to any person, firm or corporation without the express written consent of Disclosing Party;

e. limit the internal dissemination of the Confidential Information and the internal disclosure of the Confidential Information received from the Disclosing Party to those officers and employees, if any, of the Receiving Party who have a need to know and an obligation to protect it;

f. not use or utilize the Confidential Information without the express written consent of Disclosing Party; g. not use the Confidential Information or any part thereof as a basis for the design or creation of any method, system, apparatus or device similar to any method, system, apparatus or device embodied in the Confidential Information unless expressly authorized in writing by Disclosing Party; and

h. utilizes the best efforts possible to protect and safeguard the Confidential Information from loss, theft, destruction, or the like.

 

RETURN OF CONFIDENTIAL INFORMATION.

 All information provided by the Disclosing Party shall remain the property of the Disclosing Party. Receiving Party agrees to return all Confidential Information to Disclosing Party within 5 days of written demand by Disclosing Party. When the Receiving Party has finished reviewing the information provided by the Disclosing Party and has made a decision as to whether or not to work with the Disclosing Party, Receiving Party shall return all information to the Disclosing Party without retaining any copies.

 

 ENFORCEMENT.

The Receiving Party acknowledges and agrees that due to the unique and sensitive nature of the Confidential Information, any breach of this Agreement would cause irreparable harm for which damages and or equitable relief may be sought. The company shall be entitled to all remedies available at law.

 

NON-ASSIGNABLE.

This Agreement shall be non-assignable by the Receiving Party unless prior written consent of the Disclosing Party is received. If this Agreement is assigned or otherwise transferred, it shall be binding on all successors and assigns.

 

TIME-PERIOD.

This Confidential Information that is shared may not be disclosed by the Receiving Party to any 3rd party unless the information has been made public or written permission has been given by the Disclosing Party.

 

GOVERNING LAW.

This Agreement and all questions relating to its validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), shall be governed by and construed in accordance with the laws of the country of Jamaica, notwithstanding any conflict-of laws doctrines of such state or other jurisdiction to the contrary, and without the aid of any canon, custom or rule of law requiring construction against the draftsman.

 

NO LICENSE.

Neither party does, by virtue of disclosure of the Confidential Information, grant, either expressly or by implication, estoppel or otherwise, any right or license to any patent, trade secret, invention, trademark, copyright, or other intellectual property right.

 

BINDING NATURE.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns.

 

SEVERABILITY.

The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

 

ENTIRE AGREEMENT.

This Agreement sets forth all of the covenants, promises, agreements, conditions and understandings between the parties and there are no covenants, promises, agreements or conditions, either oral or written, between them other than herein set forth. No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon either party unless reduced in writing and signed by them. 

​

Patent and Invention Agreement under External Contracts,

Grants and Other Sponsored Agreements

 

I understand that the We Trade ltd has and will continue to enter into contracts, grants and other sponsored agreements with government agencies, industrial corporations, and foundations (collectively “Sponsors”) for the performance of research, training and development activities. I understand that it is We Trade ltd policy and that the Company must obtain certain rights with respect to inventions and/or intellectual property made pursuant to and during the term of the Company contracts, grants and other sponsored agreements (including previously conceived inventions that are first reduced to practice under the grant, contract or other sponsored agreement) in order to meet contractual obligations and effectuate the agreements.

 

I understand that upon request the Company will provide me copies of the specific invention and/or intellectual property provisions of contracts, grants and other sponsored agreements with which I am involved. Therefore, in consideration of the above and in order that the University may carry out its policies and its contractual obligations to Sponsors, I hereby agree on behalf of myself, my heirs, executors, administrators and assignees as follows:

 

1. If I perform part of the activity under any Company contract, grant or other sponsored agreement, and I make or conceive or actually reduce to practice (solely or jointly with others) any invention in the course of or under any such contract, grant or other sponsored agreement, I will promptly provide the Office of the Vice President of Research department or its designate a written disclosure sufficient to enable the Company fully to disclose such invention to the Sponsor and to enable the Company or the Sponsor to decide whether to obtain intellectual property protection thereon. If the Company or Sponsor decide not to obtain intellectual property protection, I understand that I have the option to request that rights be assigned to me, subject to certain Sponsor rights.

 

2. I hereby convey, transfer, and assign to the Company all right, title and interest in and to inventions, discoveries, works of authorship, and all other intellectual property that I, solely or jointly with others, conceive of, reduce to practice, author, or otherwise create during or under any company contracts, grants and other sponsored agreements. I also agree to do whatever is necessary to apply for and take out patents and to fully cooperate in enabling the Company to comply with the terms of any contracts, grants and other sponsored agreements relating to such patents and inventions, it being understood that I shall not bear the cost and expense of prosecuting patent applications and preparing assignments.

 

3. I am not under any consulting arrangement nor do I have other obligation to any third party, association, organization or corporation (collectively “third parties”) in respect to invention, patent, or other intellectual property rights that are or could reasonably be construed to be in conflict with this Patent and Invention Agreement or Company policies on intellectual property, other than the obligations listed below:

 

 

I will present to such third parties for execution such waivers and releases as may be requested by the Company and I enter into this Patent and Invention Agreement insofar as it is consistent with my obligations to such third parties. I understand that if appropriate waivers or releases cannot be secured from such third parties, it may not be possible for me to participate or be involved in Company contracts, grants or other sponsored agreements, or work conducted under such.

 

4. I will not, after the date of execution of the Patent and Invention Agreement and for the duration of my employment by or relationship with the Company, enter into any contractual arrangement creating patent or intellectual property obligations that conflict with this Patent and Invention Agreement or University policies on intellectual property.

 

Funding inventor Research Terms and Condition

Terms & Conditions  Sport sponsorship

 Sponsorship rights and benefits

     As an official sponsor (the company /individual) will receive a generous package of signage, print, electronic and other benefits which are outlined in the sign agreement between the sponsee and the sponsor.

 

Sponsorship Agreement

 This Agreement shall commence once signed by the sponsor, sponsee and any other third party which is present continue through a time frame that is selected and agree up on by both parties on the sponsorship agreement.  This agreement may be renewed for two successive one-year periods, by mutual agreement of the parties, in writing, at any time prior to the end of the initial term or any renewal period.

 

Sponsorship Fees

Sponsorship Fee. In consideration for entering into this Agreement, Sponsor agrees to pay We Trade LTD the sum of the selected amount for the initial term, and the amount selected for each renewal period. All payments due from Sponsor shall be in the form of checks made payable to “We Trade ltd” and shall be due on or before the specified date. In addition, as further consideration for the sponsorship benefits conferred herein, Sponsor agrees to provide the following in kind contribution: __________________________________.

​

General Conditions

 

Licensing Rights

Grant of Rights. Sponsor will have the limited, non-exclusive, right to use Club/sponsee name and logos ("Name"), on a royalty-free basis, in promotions, advertising and website identification for the limited purpose of leveraging its sponsorship position. Sponsor must obtain the prior written approval from club/sponsee and their Marketing Department as to all proposed promotional, advertising, identification or other logo applications prepared by Sponsor pursuant to this paragraph prior to their publication, circulation, or display. Sponsor shall place the indicia "SM" or "TM" next to each use of any logos/names. Clubs/sponsee will have the limited, non-exclusive right to use Sponsor’s trademarks and logos on a royalty-free basis, in promotions, advertising and website identification as specified herein.

 

License Term.

 

On the date of termination of this Agreement, all rights and privileges granted to Sponsor and Clubs/sponsee by this limited license shall immediately terminate.

 

 

  • ​

 

Sponsor and Clubs/sponsee recognize the great value of the goodwill associated with each party’s intellectual property. Each party recognizes that the other party has an interest in maintaining and protecting the image and reputation of its respective intellectual property, and that the other party’s intellectual property must be used in a manner consistent with the standards established by that party.

 

No Assignment.

 

This limited license and all rights and duties hereunder are personal to Sponsor and shall not, without the written consent of the club/sponsee be assigned, mortgaged, sublicensed or otherwise encumbered or transferred by Sponsor or by operation of law.

 

No Joint Venture.

 

This Agreement does not authorize Sponsor to do business under the name of the "clubs", “sponsee” or “We Trade ltd” or any name similar thereto, or to enter into any contracts or agreements of any type in the name of, or on behalf of any of these parties. The Sponsor is not empowered to state or simply imply, either directly or indirectly, that Sponsor or its activities, other than pursuant to the limited license permitted herein, are supported, endorsed or sponsored by the clubs/sponsee and upon the direction of the clubs/sponsee shall issue express disclaimers to the effect. Nothing herein shall be construed to place the parties in the relationship of partners or joint venture's, nor shall any similar relationship be deemed to exist between them.

 

Recognition Rights.

 

All copy and graphics proposed for display by Sponsor for the recognition referred to in the agreement, attached, are subject to approval by the clubs/sponsee. The clubs/sponsee shall have the right to decline to display any copy or graphics which is in violation of any statute, regulation or ordinance, or which the clubs/sponsee reasonably considers to be misleading or offensive or in violation of any clubs/sponsee contract obligation. The clubs/sponsee shall not display any logo, sign, banner, or other visual display nor shall it print, publish, or distribute any written or visual material from Sponsor which contains a comparative or qualitative description of Sponsor's product, price information or any other indications of savings or value about Sponsor's product, any message that otherwise endorses Sponsor's product or induces one to purchase or use Sponsor's product, or any message that causes Sponsor's payments to not be treated as "qualified sponsorship payments" as that term is defined in Section 513(i) of the Internal Revenue Code and related regulations.

 

 

 

 

  • ​

 

Sponsor shall indemnify and hold harmless the clubs/sponsee, its Board of Trustees, We Trade ltd , the Jamaica Board of Governors, the parishes of Jamaica , and their respective directors, officers, agents and employees, from and against any and all damages, losses and all claims, counterclaims, suits, demands, actions, causes of action, setoffs, liens, attachments, debts, judgments, liabilities or expenses including, without limitation, attorney’s fees and legal costs by reason of any claim, suit or judgment arising or alleged to arise from, or relating to: (1) this Agreement; (2) the negligent acts or willful misconduct of Sponsor, its employees, agents or contractors; or (3) any liability for fraud, misrepresentation, copyright or trademark infringement in connection with Sponsor’s name and/or logo displayed pursuant hereto.

 

Governing Law.

 

This Agreement shall be construed and governed in accordance with the laws of Jamaica and any dispute arising hereunder shall be resolved in a court of competent jurisdiction in the country of Jamaica.

 

Notices.

 

Any notices to be made hereunder shall be made in writing and shall be sent by Message on website, email, overnight courier or certified mail, return receipt requested, with postage prepaid. Each party may, by notice to the other party as provided herein, change the address to which notices or payments thereafter shall be sent:

 

              Notices to Sponsor shall be sent to:

 

 

 

               Notices to Club/sponsee shall be sent to:

 

    Waiver.

The failure of either party hereto to insist in any instance upon the strict performance of any provision of this Agreement or to exercise any election contained herein shall not be construed as a waiver or relinquishment for the future of such provision or election. No waiver or modification by any party shall have been deemed to have been made unless expressed in writing by such party.

General Conditions 

​

Force Majeure.

If either party is unable to perform any obligation hereunder by reason of any event beyond such party's reasonable control, including but not limited to fire, flood, epidemic, earthquake, explosion, act of God or public enemy, riot or civil disturbance, strike, lockout or labor dispute, war (declared or undeclared), terrorist threat or activity, or any federal state or local government law, order, or regulation, order of any court or jurisdiction, or other cause not reasonably within either party's control (each a "Force Majeure" event or occurrence), such party shall be excused from performance and may terminate this Agreement upon written notice to the other party.

 

Entire Agreement.

This Agreement supersedes all prior negotiations, understandings and agreements between the parties hereto and constitutes the final and complete understanding of the parties regarding the subject matter hereof, and both parties acknowledge and agree that neither party has relied on any representations or promises in connection with this Agreement not contained herein. This Agreement may not be amended or modified except by a subsequent written instrument evidencing the express consent of each of the parties, duly executed by the parties.

 

Termination.

 Clubs/sponsee may terminate this Agreement without cause upon fourteen (14) days written notice to Sponsor.

 

 In the event of a dispute arising that the parties themselves cannot resolve, the parties agree to refer the matter to an independent arbitrator appointed by mutual agreement.

 

If the parties cannot agree on an arbitrator, or both parties do not agree with the decision of the arbitrator appointed, the agreement may be terminated in the following manner:

  1. If the breach is one that can be rectified, then the non-breaching party can request in writing that the breach be rectified in 14 days. If the breach is not rectified within that time, the non-breaching party may terminate the Agreement immediately;

  2. If the breach is one that cannot be rectified, the non-breaching party may terminate the Agreement by giving 14 days written notice of their intention to terminate.

  3. If either party goes into liquidation, is wound up, dissolved (except for the purpose of reconstruction or amalgamation), enters into a scheme of arrangement or is placed under official management or in receivership, the other party may terminate the Agreement by giving 14 days written notice of their intention to terminate under the clause.

  4. In the event of a termination under this Agreement, each party’s rights and liabilities will cease immediately but the termination shall not affect a party’s rights arising out of a breach of this agreement by the other party.

 

 

Logo and Sponsorship Acknowledgement Guidelines.

The parties agree to Form Sponsorship Agreement utilize the following guidelines with respect to the use of each party's logos and the sponsorship recognition conferred herein: i. Logo/trademark 1) Definition: an official, registered symbol that represents and/or identifies the sponsor. 2) Criteria: submitted as Black & White and color versions (converted for 4/C Process printing). EPS (vector) format (Illustrator or Freehand) preferred (1-2” diameter). Hi-res (300 dpi or higher) TIFF or JPEG format (3-4” diameter) also accepted. Printed versions must be supplied as samples for color proof. It is Sponsor’s responsibility to provide FIU with printed color proofs. 3) FIU will evaluate the submission of Sponsor’s logo for use by the FIU Athletics Department and will notify Sponsor of any problems. Logo/trademark usage may include materials produced for FIU Athletics for advertising, promotion and programming purposes. Logo/trademark size will vary.

​

Line Listing

  1. Definition: an official, registered corporate identification to be used for copy purposes (press releases, etc.).

 

Program Advertisement/Acknowledgement

  1. An advertisement promoting Sponsor’s product or service will not be accepted if it includes:

 a) Qualitative or comparative language of sponsor’s products;

 b) Price information or other indications of savings or value associated with the product or service; 

c) A call to action;

d) An endorsement; or

e) Inducements to buy, sell, rent or lease the sponsor’s product or service.

 

 2) An acknowledgement supporting Club/sponsee will be accepted if it includes or conforms as follows:

a) Sponsor logos and slogans that do not contain comparative or qualitative descriptions of the sponsor’s products, services, facilities or company;

b) Sponsor locations, telephone numbers, and Internet addresses;

c) Value-neutral descriptions, including displays or a visual depiction of a sponsor’s product line or services; or

d) Sponsor brand or trade names and product or service listings.

 

3) Suggested acknowledgments of sponsorship include:

a) “(Sponsor) is a sponsor of the _______________________”

b) “A proud sponsor of the ____________________________”

c) “(Sponsor) is proud to be a sponsor of the ______________”

d) “(Sponsor) is a proud supporter of the _________________” and

e) “(Sponsor) is proud to support the ____________________”

​

bottom of page