TERMS AND CONDITIONS OF USE FOR THE TEMPO STRUCTURED PRODUCTS WEBSITE

Use of the Tempo Structured Products website is subject to the following Terms and Conditions (‘the Terms and Conditions’).

We reserve the right to vary the Terms and Conditions of our website at any time.

By accepting the Terms and Conditions and using our website, you agree to be legally bound by the Terms and Conditions and any changes.

Should you have any questions about these Terms and Conditions please contact us at info@tempo-sp.com or telephone 00 44 (0)207 391 4747.

OUR WEBSITE IS DESIGNED FOR PROFESSIONAL ADVISER USE ONLY

Our website, and any structured product plans and information on it, has been designed only for use by professional financial advisory, wealth management and investment firms (and the staff of those firms), which are authorised and regulated to advise on investments by the Financial Conduct Authority and other similar and appropriately authorised and regulated wealth management or investment professionals (‘Professional Advisers’).

OUR WEBSITE IS NOT DESIGNED FOR AND SHOULD NOT BE USED BY RETAIL CLIENTS

Our website is not intended for use by retail clients – and has not been designed for or prepared with retail clients in mind.

Retail clients should not use our website.

ABOUT US

Our website is issued by Tempo Structured Products and approved as a financial promotion by TIME Investments.

Tempo Structured Products is a trading name of ARC SP LLP, registered in England (No. OC400846), with its registered offices at 338 Euston Road, London NW1 3BG. Tempo Structured Products is an appointed representative of TIME Investments, which is a trading name of Alpha Real Property Investment Advisers LLP. Alpha Real Property Investment Advisers LLP is authorised and regulated by the Financial Conduct Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS (FCA No. 534723). Tempo Structured Products and TIME Investments are subsidiaries of Alpha Real Capital LLP, which is authorised and regulated by the Financial Conduct Authority (FCA No. 436048).

You can check these details on the FCA Register by visiting their website, https://register.fca.org.uk or by contacting the FCA.

NOTHING ON OUR WEBSITE CONSTITUTES INVESTMENT OR ANY OTHER FORM OF ADVICE

No investment, legal, tax recommendation or advice of any type and no suggestion of suitability of any investment for any prospective investor is given or implied in our website.

The information in our website does not take account of the investment objectives, particular needs or financial situation of any client or potential client of any Professional Adviser.

Nothing in our structured product plan brochures or plan application packs provides investment, tax, legal or any other form of advice. Neither Tempo Structured Products nor any Alpha Real Capital group company provide advice on any structured plan or their suitability for any client or potential client of any Professional Adviser.

OUR WEBSITE IS DESIGNED AND INTENDED FOR ENGLISH SPEAKING PROFESSIONAL ADVISER USE: EXCLUDING UNITED STATES AND CANADIAN USE

Our website is intended for use by English speaking Professional Advisers (excluding those based in the US or Canada).

The information provided on our website is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution, publication or use would be contrary to local law or regulation or in which Tempo Structured Products does not hold any necessary registration or licence. Individuals or legal entities in respect of whom such prohibitions apply, whether on grounds of their nationality, their place of residence or on other grounds, must not access or use our website.

Our structured product plans can be neither offered nor transferred in the United States of America or Canada.

By agreeing to the Terms and Conditions of use and accessing our website, you shall be deemed to have represented that you are not a US Person, United States Person or Canadian person and that you are not located in the United States of America, its territories and possessions, and any state of the United States of America and similarly Canada and that you are authorised to receive the information on our website. In addition, you agree that you will not solicit an investment into our structured product plans from, for the account of, or for the benefit of a US Person or a United States Person.

NOTHING ON OUR WEBSITE CONSTITUES A PUBLIC OFFER OR REPRESENTATION REGARDING THE SUITABILITY OF ANY SECURITIES

Our website is for information only and nothing on it is intended as an offer, or recommendation or solicitation of an offer to buy or sell any investment, security, financial instrument or other specific product, to conclude a transaction, or to provide any investment service or investment advice, or to provide any research, investment research or investment recommendation, in any jurisdiction.

ALL OF OUR STRUCTURED PRODUCT PLANS ARE DESIGNED FOR PROFESSIONALLY ADVISED INVESTORS, WHO ARE CLIENTS OF AUTHORISED AND REGULATED INVESTMENT FIRMS, WHO ARE INVESTING AS PART OF A BALANCED AND DIVERSIFIED PORTFOLIO:

IMPORTANT INFORMATION REGARDING THE RISKS OF OUR STRUCTURED PRODUCT PLANS

As with all forms of investment, there are risks involved with structured products (including those on our website), which are not suitable for everyone.

Our structured product plans do not guarantee to repay the amounts invested. The potential returns, and repaying any money invested, are usually linked to the level of stock markets and also depend on the financial stability of the issuer / counterparty bank(s).

Past performance is not a reliable indicator of or guide to future performance and should not be relied upon, particularly in isolation. As noted above, our structured product plans place investor’s capital at risk and should only be considered by professionally advised clients who understand and accept the risks of losing some or all of any money invested.

You should access and read the relevant documents relating to any structured product plan of potential interest to your clients, in particular: the plan brochure; plan application pack, including the terms and conditions of the plan; and the issuer’s key information document (KID), securities prospectus and final terms sheet, before making a recommendation to your clients. Copies of the relevant documents may be requested from us.

It is important that investors read and understand the plan documents explaining the features and risks of any plan and agree to the terms and conditions before investing. If there is any feature, risk or term that your clients do not understand or do not agree to, they should discuss this with you before investing in the plan.

Applications to invest in our structured product plans will not be accepted if an authorised and regulated investment firm has not assessed suitability for the investor’s personal circumstances.

In addition to accepting the general Terms and Conditions of use of our website, we also require you to accept the Terms and Conditions of the current products area of our website. These highlight the key and general risks of our structured product plans, in addition to explaining important information for Professional Advisers who wish to access the current products area of our website and who may consider using our structured product plans with their clients.

For general information regarding the risks of our structured product plans, please see the ‘Important risks’ page, which can be found in the ‘Home’ section of our website.

ALL OF OUR STRUCTURED PRODUCT PLANS HAVE CAREFULLY IDENTIFIED AND DEFINED TARGET MARKETS:

THERE ARE REGULATORY RESPONSIBILITIES UPON PROFESSIONAL ADVISERS TO UNDERSTAND THE IDENTIFIED TARGET MARKETS AND TO ENSURE THAT END-INVESTORS ARE WITHIN THE TARGET MARKETS

Professional Advisers should be aware of their regulatory responsibilities to understand the identified target markets for our structured product plans and take appropriate steps to ensure that end-investors are within the target market, with specific attention paid to i) The type of investors to whom the product is targeted; ii) The knowledge and experience of investors; iii) The financial situation of investors, with a focus on their ability to bear losses; iv) The risk tolerance and compatibility of the risk / reward profile of any plan with the target market; v) The investor’s objectives and needs.

The documentation for all of our structured product plans clearly details the specific target market for each plan.

PROFESSIONAL ADVISER INFORMATION PACKS

In addition to the plan documentation, all of our structured product plans are accompanied by a professional adviser information pack, to help Professional Advisers understand the background to the design and development of the plan, including the identified target market, and the stress testing that we undertake (including back-testing, forward modelling and value-for-money assessments), to aid their due diligence and assessment of suitability for clients.

ADDITIONAL RESOURCES AND SUPPORT FOR PROFESSIONAL ADVISERS WHO USE OUR STRUCTURED PRODUCT PLANS

We provide various resources to support Professional Advisers using our structured product plans, including our Issuer & Counterparty Scorecards and our Professional Adviser Academy.

OUR ISSUER & COUNTERPARTY SCORECARDS: ‘TICS’

Issuer and counterparty risk is the most fundamental risk of structured products. So, we think it’s straightforward - and important - to state the obvious: Professional Advisers (and investors) should seek to identify structured products backed by strong issuers and counterparties – in fact this is a regulatory requirement for Professional Advisers. We also think that providers should prompt Professional Advisers to carefully consider this critical aspect of structured products and to support them in their research due diligence.

We therefore publish our proprietary Issuer & Counterparty Scorecards (‘TICS’), to provide transparency with regard to our internal processes and to support Professional Advisers in their research and due diligence of issuer and counterparty financial strength.

It is important that Professional Advisers take the time to look at the background information that introduces our Scorecards, explains how to use them and details what they are - and what they are not.

OUR PROFESSIONAL ADVISER ACADEMY

As part of our aim to provide exceptional support for Professional Advisers using our structured product plans, our Academy offers an educational resource for advisers and support staff wanting to know more about structured products.

We are also happy to discuss and provide tailored educational input and training to firms / individual advisers, to meet specific interests and requirements.

ACCURACY AND RELIABILITY OF INFORMATION ON OUR WEBSITE

All information in our website is provided “as is”, “as available” and no representation or warranty of any kind, express, implied or statutory, is made by regarding any statement or information on our website. Any opinions, market prices, estimates, forward looking statements, hypothetical statements, forecast returns or other opinions leading to financial conclusions reflect our subjective judgment at the time. Any forward-looking information has been prepared on a number of assumptions which may prove to be incorrect and, accordingly, actual results may vary.  Past performance is no guarantee of future results; nothing in our website shall constitute any representation, warranty or prediction as to future performance of any issuer, product or stock market.

Considerable care has been taken to ensure the information in our website is accurate, however no representation or warranty is given as to the accuracy or completeness of any information and no reliance may be placed for any purpose whatsoever on the information or opinions contained in our website or on its completeness and no liability whatsoever is accepted for any loss howsoever arising from any use of our website or its contents otherwise in connection therewith.

Any views, statements or representations provided on our website do not necessarily reflect our opinion or the opinion of any Group entity. Any views or opinions in our website may change without notice.

We reserve the right to modify and amend our website and / or to amend the service provided by our website at any time, without prior notification.

THIRD-PARTY INFORMATION / LINKS

No third-party information, referral buttons containing hyperlinks, advertising, etc., are recommendations or endorsements.

We accept no responsibility for the links to other websites, for the contents of any linked websites or for any loss or damage that may arise from your use of them. Users of our website should refer to any relevant third party for all relevant information applicable to the use of any site, service, etc.

We make no representation or warranty regarding the accuracy or integrity of any third party or their information or services and we have no responsibility for any third party in any way.

ACCESS TO OUR WEBSITE

Our website is free to use.

We endeavour to ensure that our website is constantly available, but we do not guarantee that our website will not be subject to technical difficulties or viruses.

Access to our website (or any part of it) may be suspended temporarily or withdrawn permanently and without notice, including (but not limited to) in the case of system failure, maintenance or repair or for reasons beyond our control.

We shall not be liable if, for any reason, our website (or any part of it) is unavailable at any time or for any period of time.

Users of our website are responsible for ensuring that all persons who access our website through their internet connection are aware of the Terms and Conditions of use for our website and that they comply with them.

LOSS, DAMAGE OR HARM ARISING FROM USE OF OUR WEBSITE

Users of our website should be aware that the internet is not a completely reliable transmission medium.

We will not be liable for any loss or damage caused by viruses or other harmful material that may infect user’s computer equipment, computer programs, data or other proprietary material due to their use of our website or to their accessing or downloading any material from it, or on any website linked to it.

We will not be liable for any direct, indirect, special or consequential damages arising out of any use of our website, or the information on it, including any loss or damage caused by viruses or other harmful material that may infect user’s computer equipment, computer programs, data or other proprietary material due to use of our website or to accessing or downloading of any material posted on it, or on any website linked to it, including without limitation, any lost profits, business interruptions, loss of programmes or data on your equipment, or otherwise, even if we are aware of or expressly advised of the possibility or likelihood of such damages.

Users of our website agree to indemnify, defend, and hold harmless Tempo Structured Products, its affiliates and licensors, and the officers, partners, employees, and agents of Tempo Structured Products and its affiliates and licensors, from and against any and all claims, liabilities, damages, losses, or expenses, including legal fees and costs, arising out of or in any way connected with user’s access to or use of our website and the information on it.

APPROPRIATE USE OF OUR WEBSITE

Users of our website undertake to access and use the information contained on our website appropriately, in their capacity as a Professional Adviser.

Users of our website must not misuse our website (including, without limitation, by hacking).

Users of our website are prohibited from posting or transmitting to or from our website any material:

(a) that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience;

(b) for which they have not obtained all necessary licenses and/or approvals;

(c) which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or

(d) which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).

We may report any such breach to the relevant law enforcement authorities and will cooperate with those authorities by disclosing the user’s identity to them.

If users of this website breach any of these Terms and Conditions of use, their right to use our website will cease immediately.

LIABILITY

The views, statements or representations appearing on our website do not necessarily reflect the opinion of Tempo Structured products or any Group entity. Any views or opinions in our website may change without notice.

Save as set out expressly herein, we expressly exclude all liability for any direct, indirect or consequential loss or damage (including, without limitation, any economic loss (including, without limitation, loss of profit, income or revenue, business, contracts, or anticipated savings) or any loss of goodwill or reputation) incurred by any user in connection with our website, including but not limited to any liability, damage or loss arising from:

(i) any transaction carried out on the basis of the information on our website;

(ii) any delay, error or omission in the content of our website or the use, the interruption or non-availability of our website;

(iii) any loss arising from an interruption to the service;

(iv) any loss of data;

(vi) wasted management and office time;

(vii) changes made to the content of our website by unauthorised third parties. Save as expressly set out herein, all conditions, representations, warranties and other terms which might otherwise be implied by statute, common law or the law of equity are hereby excluded to the fullest extent permitted by law.

We shall not be held liable for the results of any factor beyond our reasonable control or for any loss or damage to user’s technical environment, including, but not limited to, hardware, software, or any other equipment used to access our website or use the services and / or the information herein.

We do not guarantee, nor shall we be held liable, under any circumstance, for the suitability, fitness for any particular purpose, sequence, accuracy, absence of errors, veracity, topicality, loyal and commercial nature, quality, soundness, non-infringement or availability of the information contained on our website.

We do not guarantee that our website (including, but not limited to, the functions contained in it) will be updated, that access to it will be uninterrupted or error-free, that defects will be corrected and that all or any part of the content or materials or the accuracy, availability or completeness of the content of our website are appropriate or available for use in any jurisdiction.

We may discontinue production or updating of our website or any part of it without notice.

While we aim to protect user’s personal information and privacy, we cannot guarantee the security of any information users disclose online. Users acknowledge that they are aware of the security and privacy limitations of doing so.

Nothing in these Terms and Conditions of use excludes, limits or restricts our:

(a) duties and liabilities to users under the regulatory system;

(b) liability for death or personal injury caused by our negligence or that of our employees or agents; or

(c) liability for fraud or fraudulent misrepresentation.

INTELLECTUAL PROPERTY

Any and all copyright, trade-mark rights and other registered and unregistered intellectual property rights protected in any part of the world which subsist in the contents of our website, including but not limited to texts, data compilations, logos, images, graphics, button icons, digital downloads, audio clips and software used on the website, are vested in Tempo Structured Products, its affiliates or licensors.

Subject to the following paragraph, any copying, reproduction, transmission, publication, distribution, disclosure, dissemination, creation of derivative work or commercial exploitation, in whole or in part, of the content of our website, including (but not limited to) any materials published on the website in any medium or by any means whatsoever (including, but not limited to, caching and framing), as well as any sale, resale, retransmission or any other act tending to make such contents available to any third party in any manner whatsoever is strictly prohibited.

Professional Advisers are permitted to print and download extracts from our website for Professional Advisory use, on the following basis:

(a) no documents or related graphics on our website are modified in any way;

(b) no graphics on our website are used separately from accompanying text;

(c) our copyright and trade mark notices and this permission notice appear in all copies; and

(d) our status (and that of any identified contributors) as the authors of material on our website must always be acknowledged.

If users print off, copy or download any part of our website in breach of these Terms and Conditions they must, at our option, return or destroy any copies of the materials that they have made.

PRIVACY & COOKIES: INFORMATION ABOUT YOU AND YOUR VISITS TO OUR WEBSITE

We may use cookies to maximise users’ experience of our website and help us understand how we might improve it. We may process information about users of our website in accordance with our Privacy and Cookies policy. By agreeing to these Terms and Conditions of use, users of our website agree to our Privacy and Cookies policy and warrant that all data provided is accurate.

To see our Privacy and Cookies policy, please click here.

OTHER

We may transfer or assign any or all of our rights and delegate or sub-contract any or all of our responsibilities under these Terms and Conditions to any third party at any time without prior notification or user’s consent. Users of our website may not assign or transfer their rights or responsibilities under these Terms and Conditions without our prior written consent.

The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms and Conditions and accordingly nothing in these Terms and Conditions shall be directly or indirectly enforceable by any third party, nor are they intended to confer a benefit on any third party.

In the event any of the provisions of these Terms and Conditions shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions shall remain valid and enforceable.

GOVERNING LAW

These Terms and Conditions shall be governed by and interpreted in accordance with English law and users of our website irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any and all disputes which may arise out of, under, or in connection with these Terms and Conditions or use of our website.

ACCEPTANCE OF THE TERMS AND CONDITIONS OF USE FOR OUR WEBSITE

By accessing our website you will be taken to have represented, warranted and undertaken that: (i) you are a Professional Adviser authorised and regulated to advise on investments; (ii) that you have read, agree to and will comply with the Terms and Conditions of use of our website and our Privacy & Cookies policy; (iii) you will conduct your own analysis or other verification of the data in this website and will bear the responsibility for all or any costs incurred in doing so; and (iv) that you are not accessing this website from any jurisdiction or country where such distribution, publication or use would be contrary to local law or regulation.