1. INTRODUCTION

1.1. VAKT owns and operates: (a) a digital ecosystem for the physical post-trade processing of commodities trades and the management of related trade life-cycle activities that it licences to corporates in return for a fee under separate terms and conditions (the “VAKT Platform”); and (b) a web-based application that is: (i) connected to the VAKT Platform; and (ii) made available, without charge, subject to the terms and conditions of this Licence Agreement (“VAKT Lite”).

2. VAKT LITE

2.1. These terms of use (the “Licence Agreement”) apply to all use of VAKT Lite and if the User does not agree that the Licence Agreement applies then VAKT does not give permission to use VAKT Lite and the User must immediately cease using VAKT Lite. 

2.2. The Licence Agreement is a legally binding contract between: (a) VAKT Global Limited, (a private limited company incorporated under the laws of England under company number 11295972 (“VAKT”); and (b) the corporate entity invited to use VAKT Lite by a current user of the VAKT Platform (the “VAKT Customer”) that has, through its authorised representative, subscribed to use VAKT Lite through the workflow functionality on VAKT’s website (the “User”).

2.3. The Licence Agreement has been designed for electronic execution by the User acting through its authorised representative and by viewing and clicking and/or scrolling through the Licence Agreement and clicking “Accept” (and/or completing such other affirming acts required by the registration workflow).

2.4. VAKT may change the Licence Agreement at any time (including by notifying the User of a change when the User next accesses VAKT Lite). 

2.5. The Licence Agreement applies to the “Free” version of VAKT Lite and VAKT reserves the right to apply separate terms and conditions to use of paid-for and/or advanced versions of VAKT Lite. 

2.6. The Licence Agreement: (a) is binding and effective from the date that the electronic signature is created (the “Effective Date”); and (b) shall continue unless and until terminated by either party for any reason by written notice (which includes e-mail) having immediate effect (the “Subscription Period”).

3. USE OF VAKT LITE 

3.1. Grant of Licence: In consideration for the rights and obligations described in the Licence Agreement, VAKT grants the User a limited, non-exclusive, non-transferable, revocable, terminable, and non-sublicensable licence to use (and to permit its employees, agents, consultants, and contractors who are not in direct competition with VAKT to use) VAKT Lite during the Subscription Period.

3.2. The User undertakes to VAKT that it shall not permit access to, or use of, VAKT Lite by anyone other than those persons permitted under clause 3.1 and is responsible for ensuring compliance by such persons with the terms of the Licence Agreement.

3.3. The User acknowledges and agrees that VAKT Lite (and any and all materials made available by VAKT in connection with the use of VAKT Lite) has been licensed for use and not sold to the User and, except as expressly stated in this Licence Agreement, the User shall have no right or interest in VAKT Lite and acknowledges that no rights are granted under this Licence Agreement with respect to VAKT’s other products and/or services (including the VAKT Platform). 

3.4. Permitted Use: The User shall use VAKT Lite: (a) in accordance with the conditions of use described in clause 3.5; (b) only in the User’s normal course of business; and (c) for the functional purposes specified at https://vakt.com only (the “Permitted Use”).

3.5. Conditions of Use: The User hereby warrants, represents, and undertakes to VAKT that it shall (and procure and ensure that persons using VAKT Lite on its behalf shall): (a) only use VAKT Lite for the Permitted Use; (b) not use (other than as expressly permitted by this Licence Agreement), produce, reproduce, publish, modify, adapt, alter, distribute, disseminate, broadcast, sell publicly, market, publicly perform or commercially exploit VAKT Lite (or any materials obtained through use of VAKT Lite) or any part thereof; (c) not remove the copyright and other intellectual property notice of VAKT from VAKT Lite or any materials obtained through use of VAKT Lite; (d) not conduct itself or behave or use VAKT Lite in any manner which may adversely affect: (i) the reputation and goodwill associated with VAKT; or (ii) the interests of VAKT in VAKT Lite (or any part thereof); (e) not use VAKT Lite in a way that could damage, disable, overburden, impair, or compromise VAKT’s systems or security or interfere with other users of VAKT Lite; (f) not use VAKT Lite to collect or harvest any information or data from the VAKT Platform or VAKT’s systems or attempt to decipher any transmissions to or from the servers running the VAKT Lite or the VAKT Platform except for a Permitted Use; (g) not permit anyone to access VAKT Lite who is not authorised under clause 3.1; (h) not access, store, distribute or transmit any software, code, file or programme which may prevent, impair or otherwise adversely affect the operation of VAKT Lite (including without limitation worms, Trojan horses, viruses and other similar things or devices) or submit any material to VAKT Lite that: (i) is harmful, discriminatory, threatening, defamatory, obscene, infringing, harassing, or offensive; (ii) is submitted unlawfully (including in breach of Data Protection Laws or facilitates illegal activity; (iii) is incomplete, inaccurate, or intended to deceive; or (iv) could cause damage or injury to any person or property; (i) not convert VAKT Lite to any programming language or format or copy, adapt, reverse engineer, de-compile, disassemble, modify, adapt or make error corrections to VAKT Lite; (j) not attempt to, circumvent, disable, or otherwise interfere with any security related features of VAKT Lite (including features that enforce limitations of use or prevent copying); (k) not access VAKT Lite in order to build a product or service which competes with VAKT Lite, VAKT Platform or the business of VAKT; or (l) not use VAKT Lite to provide services to third parties without the permission of VAKT.

4. VAKT LITE

4.1. VAKT makes VAKT Lite available with reasonable skill and care and warrants to the User that VAKT Lite uses substantially the same security measures and architecture as the VAKT Platform.

4.2. VAKT has sole discretion and control over, and may modify at any time (with or without notice to the User), the functionality, performance, configuration, appearance and content of VAKT Lite.

4.3. Access to VAKT Lite may be suspended temporarily and/or terminated without notice: (a) in the case of system failure; (b) for maintenance or repair; (c) where VAKT reasonably suspect there has been a breach of this Licence Agreement; (d) for reasons beyond VAKT’s reasonable control; or (e) as otherwise permitted in this Licence Agreement.

5. DISCLAIMERS

5.1. Subject to clause 13.1 (LIABILITY) and except to the extent expressly set out in clause 4.1 (VAKT LITE), VAKT gives no warranties, representations or other commitments to the User (or its representatives) as to the functionality, performance, availability, transmission speeds, content, latency and/or accuracy of VAKT Lite;

5.2. VAKT does not warrant or represent that use of VAKT Lite will be uninterrupted or error-free or that information obtained by the User through VAKT Lite will meet the User’s (or its authorised users) specific requirements and all warranties, conditions, representations, and terms (whether written or oral, express or implied by statute, common law, custom, trade usage, course of dealing or otherwise, including as to satisfactory quality, fitness for a particular purpose or use, accuracy, adequacy, completeness or timeliness) not set out in this Licence Agreement are hereby excluded to the fullest extent permitted by applicable law.

5.3. VAKT shall have no liability for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the User acknowledges that use of VAKT Lite may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6. CONFIDENTIALITY

6.1. In this Licence Agreement, “Confidential Information” means any and all information that is proprietary and/or confidential in nature and is either clearly labelled as such or would, by its nature, be considered by a reasonable business person to be confidential (including, with respect to VAKT, all information and materials concerning and/or relating to VAKT Lite).

6.2. The obligations contained in this clause 6 (CONFIDENTIALITY) shall not apply to Confidential Information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party's lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party without use or reference to the other party’s Confidential Information.

6.3. Each party shall: (a) use all commercially reasonable endeavours to hold the other party’s Confidential Information in confidence (including by using the same care and discretion to avoid disclosure, publication or dissemination as it uses to protect its own similar information); and (b) subject to clauses 6.4 and 6.5, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than in connection with the provision or receipt of VAKT Lite (as the case may be).

6.4. Either party may disclose the other party’s Confidential Information if and to the extent required by applicable law or by any regulatory body or securities exchange, provided that the disclosing party shall as soon as reasonably practicable and to the extent permitted by applicable law, notify the other party in writing of the circumstances of such disclosure and the Confidential Information to which such disclosure applies.

6.5. The User acknowledges and agrees that any and all acknowledgements, validations of data, comments, confirmations, data, and other information submitted by the User to VAKT Lite through the functionality of VAKT Lite may: (a) only be viewed and/or accessed by the User on VAKT Lite; and (b) be shared by VAKT with the relevant VAKT Customer through the functionality of VAKT Lite.

6.6. The User shall indemnify VAKT (and its directors, officers, employees, and assigns) for all loss and/or damage suffered arising out of, or in connection with, the User’s submission of Confidential Information (and the information described in clause 6.5) to VAKT Lite (including that such submission infringes the rights of any third party). 

7. PERSONAL DATA

7.1. For the purposes of this Licence Agreement, “Data Protection Laws” shall mean the Data Protection Act 2018, the UK retained General Data Protection Regulation (2016/679) (“GDPR”) as defined in the Data Protection Act 2018 and any applicable replacement or supplementary legislation governing the use and security of personal data and “personal data” and “controller” shall have the meanings given in the GDPR. 

7.2. The User warrants, represents and undertakes to VAKT that, where the User provides and/or makes available any personal data (within the meaning of the Data Protection Laws) to VAKT (e.g., for use as access credentials), that such personal data is provided and/or made available in accordance with the Data Protection Laws. 

7.3. The parties agree that the User is the data controller in respect of its personal data submitted to VAKT and that VAKT is an independent Controller for the purposes of the Data Protection Laws.

7.4. The Licence Agreement incorporates by reference VAKT’s privacy notice located at https://vakt.com/privacy-notice.  

8. USE OF USAGE DATA

8.1. In this clause 8, “Usage Data” means diagnostic and usage-related data derived from the use and operation of VAKT Lite (including metrics, type of browser, systems used to access VAKT Lite, system and service performance data). Usage Data does not include Confidential Information except in aggregated and anonymised form.

8.2. In the course of providing the User with access to VAKT Lite, VAKT may collect, use, and process Usage Data in order to create and compile anonymised and aggregated statistics relating to the use of VAKT Lite (including to inform improvements to VAKT Lite).

9. USER OBLIGATIONS

9.1. The User shall: (a) ensure that all acknowledgements, validations of data, comments, confirmations, data, and other information submitted to VAKT Lite through the functionality of VAKT Lite are true, accurate, complete, not misleading, and not intended to deceive the relevant VAKT Customer and acknowledges and agrees that the relevant VAKT Customer may rely on the same; (b) keep all passwords and access credentials used to access VAKT Lite and any other authentication information secret and confidential and notify VAKT promptly, and without delay, where it knows or suspects that such credentials have been lost or disclosed to and/or obtained by a third party; (c) comply with all applicable laws, regulations and binding codes of practice with respect to its activities under and in connection with this Licence Agreement; (d) not use VAKT Lite to breach or circumvent any economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by an applicable sanctions authority including by: (i) the United Nations; (ii) the European Union; (iii) the United Kingdom; and (iv) the United States of America; (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for it to: (i) provide and/or make available the User’s personal data and other data and materials submitted to VAKT Lite; and (ii) connect its computing environment to VAKT Lite; and (f) be solely responsible for: (i) procuring and maintaining its network connections and telecommunications links from its systems to VAKT’s data centres; and (ii) all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the User's network connections or telecommunications links or caused by the internet.

9.2. An obligation of the User contained in this Licence Agreement (unless the context reasonably requires otherwise) includes an obligation on the User to ensure that its representative using VAKT Lite for and/or on its behalf does not act, or omit to act, in breach of that obligation.

10. FEES

10.1. Use of VAKT Lite (Freemium Version) is without charge and VAKT reserves the right to apply separate terms and conditions to use of paid-for and/or advanced versions of VAKT Lite.

11. INTELLECTUAL PROPERTY RIGHTS

11.1. The User acknowledges and agrees that VAKT and/or its licensors own all intellectual property and proprietary rights existing (or that may come into existence) anywhere in the world in: (a) VAKT Lite (and all VAKT operated websites and portals related to VAKT Lite); (b) the VAKT Platform (including all related algorithms, reference data, and APIs); (c) materials provided and/or made available by VAKT in connection with VAKT Lite and/or the VAKT Platform (including data and information in any form whatsoever); and (d) any/all adaptations, add-ons, modifications, updates, and/or enhancements to VAKT Lite and such materials (including at the request and/or suggestion of the User or its representatives), collectively (“VAKT’s IPR”). 

11.2. VAKT may freely incorporate into VAKT’s IPR any feedback and/or suggested improvements to VAKT’s IPR given by and/or on behalf of the User and, except as expressly stated in this Licence Agreement, the User shall have no right or interest in VAKT’s IPR.

11.3. The User and/or its licensors shall have sole responsibility for the legality, non-infringement, reliability, integrity, accuracy and quality of all content, data, and information submitted by and/or on behalf of the User to VAKT Lite. 

11.4. The User hereby grants to VAKT (and its representatives and sub-contractors) a non-exclusive, non-transferrable right to use the data described in clause 11.3 strictly to the extent necessary for VAKT (or VAKT’s representative or sub-contractor as the case may be) to provide and make available VAKT Lite and as described in clause 6 (CONFIDENTIALITY).

11.5. If (at any time): (a) through use of VAKT Lite; or (b) by operation of applicable law; or (c) otherwise, the User comes to own intellectual property rights in the VAKT IPR, the User shall (promptly on request from VAKT and without delay) assign (or procure the assignment of) such intellectual property rights to VAKT and to the extent permitted by applicable law, waive (or procure the waiver of) all moral rights (and analogous rights) worldwide in connection with such VAKT IPR.

12. EFFECT OF TERMINATION

12.1. On termination or expiry of this Licence Agreement for any reason: (a) subject to clause 6.5, all rights and licences granted under this Licence Agreement shall immediately terminate and the User must cease using VAKT Lite; and (b) the User’s data submitted to VAKT Lite is stored on the blockchain and may, therefore, continue to be accessed by VAKT and the relevant VAKT Customer for the purpose it was submitted to VAKT Lite provided that such data shall remain subject to clause 6 (CONFIDENTIALITY).

12.2. Termination or expiry of this Licence Agreement (howsoever occurring) shall be without prejudice to any rights or liabilities which may have accrued up to the date of such termination or expiry and it shall not affect the coming into force or the continuance in force of any of its provisions which are expressly or by implication intended to come into or continue in force on or after such termination or expiry. 

13. LIABILITY

13.1. Nothing in this Licence Agreement shall limit or exclude either party's liability to the other to a greater extent than is permitted under applicable law for liabilities resulting from: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any matter in respect of which liability may not be limited or excluded under applicable laws.

13.2. Subject to clause 13.1, neither party shall be liable to the other (or any third party claiming under or through the other) under any and all causes of action (whether such causes of action arise in contract (including under any indemnity or warranty), in tort (including negligence or for breach of statutory duty) or otherwise) for loss and/or damage to the extent comprising: (a) loss of profit or revenue (whether arising directly or indirectly); or (b) any special, indirect or consequential loss, whether or not reasonably foreseeable, reasonably contemplatable, actually foreseen or actually contemplated by a party at the Effective Date.

13.3. To the maximum extent permitted by law, VAKT will not be liable to the User (or to any person claiming under or through the User) for any losses or damages, whether these arise directly or indirectly as a result of use of VAKT Lite, and whether under contract, tort (including negligence) or otherwise, resulting from: (a) the use or the inability to use VAKT Lite; or (b) un-authorised access to or alteration of User data or information; or (c) any other matter relating to VAKT Lite provided that if a court or other body having competent jurisdiction determines that the foregoing is unenforceable then, subject to clauses 14.1 and 14.2, VAKT’s maximum total liability for all claims made under and/or in connection with this Licence Agreement and the User’s use of VAKT Lite (whether in contract, tort (including negligence) or otherwise) shall, in all circumstances, be limited in the aggregate to fifty pounds sterling (£50.00).

13.4. The parties agree that the provisions of this clause 13 (LIMITATION OF LIABILITY) are considered by them to be reasonable in all the circumstances, having taken into account section 11 and the guidelines in schedule 2 of the Unfair Contract Terms Act 1977, the nature of the services described in this Licence Agreement, and the fact that use of VAKT Lite is without charge.

14. FORCE MAJEURE

14.1. Neither party shall have any liability to the other under this Licence Agreement if it is prevented from or delayed in performing its obligations, by acts, events, omissions or accidents beyond its reasonable control, including (a) strikes, lock-outs or other industrial disputes; (b) failure of a utility service or transport; (c) failure distortion or delay of the internet or telecommunications network, hardware and software; (d) epidemic or pandemic; (e) act of God, war, riot, civil commotion; (f) malicious damage; (g) compliance with any law or governmental order, rule, regulation or direction; (h) accident, breakdown of plant or machinery; or (i) fire, flood or storm.

15. GENERAL

15.1. Survival: The rights and obligations under provisions of this Licence Agreement which expressly or by their nature survive termination shall remain in full force and effect.

15.2. Variations: Except as described in clause 2.4, no variation of this Licence Agreement shall be effective unless it is in writing (which may be by e-mail) and agreed by the parties.

15.3. No Waiver: No failure or delay by a party to exercise any right or remedy provided under this Licence Agreement or by applicable law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

15.4. Severability: If any provision (or part of a provision) of this Licence Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

15.5. Notices: Any notice or other communication given to a party under or in connection with this Licence Agreement shall be in writing and shall be delivered by: (a) hand or pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (b) except with respect to the service of legal proceedings, by e-mail.

15.6. Entire Agreement: This Licence Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

15.7. Assignment: The User shall not assign any of its rights under this Licence Agreement without the prior written consent of VAKT.

15.8. Third Party Rights: Except for the VAKT Customer that has invited the User to subscribe to VAKT Lite (who may enforce and benefit from clauses 6 (CONFIDENTIALITY), 9.1 (USER OBLIGATIONS) and 15.10 (GOVERNING LAW & JURISDICTION), this Licence Agreement does not confer any rights on any person or party (other than the parties to this Licence Agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999.

15.9. No Partnership: Nothing in this Licence Agreement or through use of VAKT Lite is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of the other party, nor authorise a party to make or enter into any commitments for or on behalf of the other party.

15.10. Governing Law & Jurisdiction: This Licence Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Licence Agreement (including non-contractual disputes or claims).

15.11. Last Updated:  The terms of the Licence Agreement were last updated to version 1.0 (2023).

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