Terms of Business

Commodity Intelligence LLP

These Terms of Business are a statement of our generic business practice and agreement with clients.

Commodity Intelligence LLP a company incorporated in England and Wales with registered number OC344951 whose registered office is at 101 Main Road, Colden Common, Winchester, SO21 1TB. The company is authorised and regulated by the Financial Conduct Authority (the “FCA“) under Firm Reference Number: 502413

Our clients are typically regulated entities and

1. The Basis of our Agreement

These Terms of Business supersedes all arrangements previously in force between the parties concerning the Research Services described in paragraph 4 below.

In these Terms of Business, unless the context otherwise requires: “we”, “us” and “our” (and related expressions) refer to Commodity Intelligence; and “you” and “your” (and related expressions) refer to the client to whom we are providing the Research Services.

2. Your Capacity

For the purpose of the FCA Rules, we will classify you as a professional client. If in any dealings we may have with you, you are acting as agent for or on behalf of another, we shall treat only you (and not your principal) as our client for the purposes of the FCA Rules, even where you have disclosed or identified your principal to us.

In these Terms of Business if you are acting as agent for or on behalf of another, then you undertake that:

We shall not be bound to act in accordance with the instructions of any person other than you, but shall be entitled to act in accordance with all instructions given by you or purporting to be given by you. Our liabilities under these Terms of Business shall be fully discharged by us performing these instructions in your favour, notwithstanding any instructions that we may receive from your principal or any notice that we may receive that your authority to act on behalf of your principal has been revoked or varied.

3. Research Services

We are an independent research firm providing equity investment advice on developments in commodity markets to qualified institutional investors on a subscription basis. Within your subscription you will be entitled to receive the following:

We warrant that any Research Services that we contract with you to provide will be executed using reasonable skill, care and due diligence.

4. Conflicts of Interest

Our Research Services are not to be deemed exclusive. We and our employees and officers, may provide our Research Services to other parties. It is therefore possible that we may, in the course of business, have potential conflicts of interest with you. We will, at all times, have regard in such event to our obligations to you.

We have a conflicts of interest policy which specifies the procedures that we follow and the measures that we have adopted in order to avoid such conflicts or to manage such conflicts in a way that ensures fair treatment to you. A summary of our conflicts of interest policy is available on request.

5. Material Non-Public Information

We will ensure that the disclosure of any information to you and the performance of any Research Service does not:

We will provide immediate notice to you upon us becoming aware of any violations of these Terms of Business or change in the information provided in the Agreement by Commodity Intelligence.

6. Independent Contractor Status

During the term of our Agreement with you, we shall be an independent contractor and shall not be your employee or agent. Nothing contained in these Terms of Business shall be construed to grant Commodity Intelligence, directly or indirectly, the authority to enter into a contract in your name (or the name of your officers, employees and affiliates) or to bind you (or your officers, employees and affiliates) in any other manner.

Although we obtain information from sources we consider reliable, we cannot guarantee the accuracy of information we provide, which may be incomplete or condensed.

We certify that our employees or consultants have not and will not receive direct or indirect compensation in exchange for expressing specific recommendations or opinions.

7. Compliance

We warrant that we have in place (and shall maintain in place) effective compliance controls, policies and procedures, consistent with the highest industry standards, with respect to the receipt, use and disclosure of material, non-public information and identifying, managing and remediating actual and potential conflicts of interest.

A copy of our Compliance Manual is available on request.

8. Indemnity and Limitation of Liability

Subject to our obligations under the FCA Rules, in the event that we provide Research Services to you, you agree and acknowledge that such Research does not constitute advice and that we do not give any representation, guarantee or warranty in relation to the accuracy or completeness of such information. You hereby acknowledge that our Research is provided solely for informational purposes only to enable you to make your own investment decisions.

To this end, we shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with these Terms of Business (including, for the avoidance of doubt, as a consequence of your or another person’s reliance upon any information, statement, opinion or recommendation contained in any advice or research provided to you by us under both our Terms of Business).

In respect of all other losses arising under or in connection with these Terms of Business, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, our total liability to you shall in no circumstances exceed £1 million (one million pounds sterling) in aggregate. The extent to which any loss or damage will be recoverable by you from us will also be limited so as to be in proportion to our contribution to the overall fault for such loss or damage, taking into account any contributory negligence by you, your other advisers and/or any third party responsible to you and/or liable in respect of such loss. Further to the above paragraphs, you will indemnify Commodity Intelligence and our employees, officers and agents and keep them indemnified in respect of any liability, claims (whether in contract, tort (including negligence), breach of statutory duty, or otherwise), costs, damages and expenses (present, future, contingent or otherwise and including without limitation solicitors’ fees and disbursements) incurred by or asserted against you by reason of your breach of these Terms of Business or our provision of Research Services pursuant to these Terms.

For the avoidance of doubt, we will not provide you with the service of portfolio management, and we will not have discretion to make investment decisions for you. We will not hold Client Money for you or provide custody service.

Nothing in these Terms of Business shall limit or exclude Commodity Intelligence ‘s liability for fraud or fraudulent misrepresentation, death or personal injury caused by our negligence or any other situation where the law prohibits us from excluding or limiting our liability.

9. Data Protection

Information which you give to us is recorded or processed by us both manually and electronically. We do not make this information available to third parties without your consent. We undertake to comply with the provisions of the Data Protection Act 2018 and any other protection legislation which is in force from time to time.

We use the information you give to us to provide the Research Services and for administrative purposes.

10. Confidentiality

We agree to hold in strict confidence and shall not disclose to any third party all information received from you or developed in the course of any work for you, including the fact that we are working with you. We shall restrict disclosure of such confidential information to our employees, officers and agents on a need to know basis for the purposes of discharging our obligations under these Terms of Business, and shall ensure that such employees, officers and agents are subject to obligations of confidentiality which mirror those which bind us. In the event that work is undertaken for you in conjunction with your other advisers, we will assume that we have your authority to discuss relevant confidential information with them and provide them with personal data and relevant documentation unless you tell us otherwise.

It is the intention of the parties that we shall not disclose to you any confidential or proprietary information belonging to any third party, or violate any duty, obligation or agreement that we may have with respect to any third party, and we agree that we shall not do so.

11. Client Warranties and Representations

You warrant and represent on your own behalf, and where applicable, on behalf of any principal on whose behalf you are acting (which shall be deemed to be repeated each time you contact us for advice), that:

For the purposes of these Terms of Business, “Applicable Laws” means all laws, rules, regulations and other requirements that are applicable to the Research Services including, without prejudice to the foregoing generality, the FCA Rules, the rules or requirements of any governmental, regulatory or self-regulatory organisation.

12. Ownership of Work

We retain the copyright and all other rights in all documents and other work, whether in writing or not, provided to you under these Terms of Business. You are granted a non-exclusive licence to use such documents for the purpose for which they are provided but not otherwise. This licence is granted on condition that you shall not disclose the findings of such documents to any third party (other than your professional advisers) without our prior written consent. If we do give you such consent, then you must acknowledge us as the author of the documents.

13. Acceptance of the Agreement and Termination

In the absence of a signed acceptance of our Research Agreement, your continuing instructions will amount to your acceptance of terms within these Terms of Business.

Within your Research Agreement either party may terminate the arrangement by giving three months’ written notice to the other party, such termination to be effective, unless otherwise specified in the notice, subject to any outstanding transactions being settled and any commissions or fees accruing to us (including any additional expenses incurred in connection with such termination) being paid. Any notice of termination by you should be addressed to the CEO at the following address:

Commodity Intelligence LLP
101 Main Road,
Colden Common,
SO21 1TB.
Attention: Mark Latham or Email: mark@commodityintelligence.com

14. Illegality

If a court or any other competent authority finds that any provision of these Terms of Business or any part thereof is illegal, invalid or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted and the validity and enforceability of the other provisions of the Agreement shall not be affected. If any illegal, invalid or unenforceable provision of these Terms of Business would be legal, valid and enforceable if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable. If any such deletion substantially affects or alters the commercial basis of our Terms of Business, the parties shall negotiate in good faith to amend and modify the remaining provisions as may be reasonably necessary in the circumstances.

15. Force Majeure

Neither party to these Terms of Business shall be in breach if there is any total or partial failure of performance of that party’s duties and obligations occasioned by an act of God, act of government or other authorities, war, civil commotion, insurrection, embargo, failure of any computer system, prevention from or hindrance in obtaining any raw materials, energy or other supplies, labour disputes of whatever nature or any other reason (whether or not similar in kind to any of the above) beyond that party’s reasonable control.

16. Governing Law

These Terms of Business, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes of claims) shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

17. General

Except as otherwise noted, no change in, addition to, or waiver of, these Terms of Business shall be binding upon either party unless approved by both you and us in writing. We reserve the right to amend these Terms of Business where such amendments are required (such as to reflect current or future changes in law or FCA rules or regulations. Where possible we will provide you with at least 30 days written notice before such changes take effect.