TERMS AND CONDITIONS

THIS AGREEMENT

This Agreement sets out the services provided by [company]. This Agreement contains legally binding obligations and so you should this Agreement carefully and please contact us if you have any questions.

DEFINITIONS

In this Agreement:

‘Account’ means your accepted and open account within the GCS Portal.

‘Agreement’ means these Terms and Conditions, as amended from time to time in accordance with these Terms and Conditions;

‘Authorised User’ means [definition];

‘Discovery Session’ means the [definition];

‘GCS’ means [company];

‘GCS Portal’ means the [definition] or application (including but not limited to our mobile application) provided by GCS to which we may grant you (or any of your Authorised Users) access;

‘GCS Web’ means our website at [website], and any other website or web service provided by GCS;

‘Business Day’ means any day on which the Banks of England and Wales are open for trading;

‘GCS Expert’ means the [definition];

‘GCS Portal’ means the [definition];

‘HMRC’ means United Kingdom’s HM Revenue & Customs;

‘Security Details’ means any user name, password or other security details provided by GCS to you or any of your Authorised Users in order to access GCS Web;

‘Scope’ means the [definition] as stipulated in the Discovery Session;

‘Users’ means any accepted [definition];

‘we’, ‘us’ or ‘our’ refers to GCS; and

‘you’ or ‘your’ refers to the legal entity or person that has agreed to this Agreement.

PART A - OUR SERVICE

This section:

• Describes the GCS Portal and the different roles and responsibilities of us and of you; and
• Sets out general matters to be taken into account regarding our service.

These general matters are:

∙ [define services];

∙ [define services]; and

∙ [define services].

It is very important indeed that you understand this Agreement. If you are at all unsure about the nature of the services we are providing, please contact us for more information.

THE GCS PORTAL

The GCS Portal is offered to clients in order to manage [define].

GENERAL MATTERS TO TAKE INTO ACCOUNT REGARDING OUR SERVICES

Services

The GCS Portal provides access to a wide range of GCS Experts. We may modify or limit the range of available GCS Experts at our discretion.

The GCS Experts offered within your Account will be selected by GCS and determined by our assessment of you during the Discovery Session. We will help you through the Discovery Session which will determine the GCS Experts we can offer to aide your business development. You will be responsible for determining if the results of the Discovery Session suit your circumstances and whether the material, research, consultancy, or other services offered by the GCS Experts, is suitable to your needs.

The GCS Portal

The GCS Portal provides access to the GCS Experts, which comprise of [definition], managed and maintained by GCS.

With regard to the GCS Portal, each GCS Expert represents a niche area of the cannabis industry and is selected by GCS Experts using proper selection parameters and after sufficient due diligence to represent particular objectives and opportunities for business development. We review the GCS Experts periodically and may instruct changes, or a change in GCS Expert, with the aim of continued alignment with the Discovery Session and its Scope. There is no guarantee that the objective will be achieved. 

Where we instruct a change of GCS Expert, this will result in corresponding transactions being carried out within the Portal. This will be done at our discretion but in accordance with the Scope of the Discovery Session.

GCS Experts may only be used through the GCS Portal and upon the instruction of GCS. We will not provide advice to you or the GCS Expert in relation to any Scope and its objectives. We will not, therefore, consider the suitability or appropriateness of any transactions entered into. It is the responsibility of you to determine the suitability and appropriateness of the GCS Expert and their consultancy. It is also the responsibility of you to monitor ongoing performance, and to continue to assess the suitability and appropriateness of all transactions entered into (incsci luding those resulting from changes to the GCS Expert), on an ongoing basis. 

We are not responsible for any loss arising from the consultancy of the GCS Expert, or any reliance placed upon any third-party services. We do not accept liability for any action or failure to take action on the part of a third party, their contractors or agents.

We do not provide any express or implied warranty as to the performance or profitability of any GCS Expert available through the GCS Portal. Please also bear in mind that the published performance of any GCS Expert materials and the performance of your Scope and its objectives, may differ. This can be due to a number of factors, including:

Please be aware that we reserve the right to withdraw the availability of any GCS Expert through the GCS Portal at our discretion. If this happens, this will result in any relevant Scope being delinked from the withdrawn that particular GCS Expert before being reallocated to another proposed choice.

Restrictions

If you do not inform us of any changes to your circumstances, officers, personel, requirements, objectives, or any other material element, then we may match certain GCS Experts to your Scope and we will be entitled to rely and act on those instructions. 

PART B - AGREEMENTS

Your Agreement with GCS

By signing this Application, you are agreeing to these Terms and Conditions, which comes into effect from the date that we accept this Application. You will be notified in writing of our acceptance.

Our Agreement with the GCS Experts

We have entered into an agreement with our GCS Experts, under which they provide [definition] to our Users in order to settle the Scope provided to that User, and to attempt to meet those objectives. When we consider it necessary or desirable, we may agree with our GCS Experts that they will also provide us with other services under the their Agreement, such as [definition]. That agreement with the GCS Expert covers both GCS and you as one of our Users.

By accepting these Terms and Conditions, you agree that:

• GCS is, for the duration of these Terms and Conditions, appointed as your intermediary with the authority to enter into and vary the agreements GCS Experts;
• We are not legal, financial or taxation advisors, and should not be relied upon as such;

• We may give instructions to GCS Experts on your behalf (as provided for in these Terms and Conditions), and those GCS Experts are entitled to rely on any such instructions or information without making any further checks or enquiries; and
• [any other limitations].

Commencement

When we receive notice that you have accepted this Agreement, we will, subject to what follows, open an Account for you. Please be aware that this Agreement is subject to verification of your status and identity, and we reserve the right not to accept an application to open an account. GCS Experts also reserve the right to refuse their services to you. We will inform you if we or our GCS Experts are not able to provide our services to you, together with the reasons for this, unless prevented from doing so because of any legal or regulatory constraint.

As a condition of accessing our services, you agree to provide us with all information which we reasonably request; in particular, you must notify us in writing as soon as possible of any change of tax status, registered address, phone number, email address or other material change in circumstance.

PART C - GCS STATUS

[company] is incorporated in England and Wales under incorporation number [number] and has its registered address at [address].

YOUR RELATIONSHIP WITH GCS AND GCS EXPERTS

When you read these Terms and Conditions, it is important that you understand that you will be a User of the GCS Portal in relation to our services as manager of the GCS Portal.

GCS has responsibility (including responsibility for complying with legal and taxation requirements) for our own operations and the operation of your Account, and generally for our ongoing relationship with you. In particular, we are responsible for the opening of Accounts for you, making all necessary identity verification checks, and accepting applications and arranging coordination with GCS Experts on your behalf.

GCS Experts will open and maintain communications with you via your Account. When GCS Experts receive any requests from you, then the GCS Experts will record them and react accordingly.

When GCS Experts provide consultancy services, they do so relying on the instructions and information we provide in the Scope. GCS Experts may rely and act on any instructions which GCS Experts in good faith believes were given by you. All enquiries regarding your Account should be directed to us and not to any GCS Expert.

RISK WARNINGS

The application of information you receive from GCS Experts may or may not be directly or indirectly application, and you may not get back what you originally hoped. The past performance of GCS Experts is not a guide to future performance.

All consultancy carry some risk, and you should ensure that you are aware of the general risks which apply to business development projects, as well as the specific risks which apply to particular types of businesses and their proposed market placement. Those risks may include some or all of the following:

• [define risks]

We cannot be held responsible if any GCS Expert fails to achieve expectations.

BUSINESS, FINANCE, AND TAXATION RESPONSIBILITY

You have sole responsibility for the management of your business affairs, including complying with applicable laws and regulations and your reporting requirements in relation to taxation.

We are not legal, financial, or tax advisers, and we do not provide any form advice. We recommend that you obtain your own independent legal, financial, and tax advice, tailored to your particular circumstances. You agree that you will not rely on information provided by us as a substitute for taking your own independent advice. 

PART D - INFORMATION ON ACCOUNTS AND TRANSACTIONS

Correspondence

All correspondence with you sent by post will be sent to the permanent address of the first named applicant given to us or to any other address you have given us in writing.

Otherwise, all communication will be provided to the electronic mail address you as required by law.

Periodic Statements

[definition]

DEALING

We will inform you if we or GCS Experts are unable to accept or act on an instruction received, together with the reason for this unless we, or the GCS Experts, are prevented from doing so because of any legal or regulatory constraints.

Minimum Input Requirements

As a general practice, we, or the GCS Experts, will require a certain level of information to manage or service your Account. All services and provisions therein will be subject to any circumstantial change that might suddenly occur. There will be no cost for updating us but it is your requirement to do so.

Our Services to You

It is our policy to deal with all instructions received in a prompt and fair manner. This means that we take all reasonable steps to obtain the best possible result in respect of your requirements.

GCS Experts will not owe you any duty of best execution. In some circumstances, we may transmit requests to GCS Experts for them to execute on your Account, and they fail to do so. We, and the GCS Expert, accept no liability for any delays in such circumstances, but do endeavor to rectify any such situations as efficiently and as fairly as possible.

Order Priority

If several requests are made of the same GCS Expert, those requests will be executed in the order in which they were received.

On occasions, we or GCS Experts may combine requests, materials produced, [definition], in order to satisfy numerous Users with the same requirements. We or GCS Experts will only do this if we or GCS Experts consider that it is unlikely to work to the overall disadvantage of you or any of our Users involved. However, it is possible that aggregating information in this way may sometimes operate to your advantage and sometimes to your disadvantage.

CLOSING YOUR ACCOUNT

If you want to close your Account with us at any time, you can instruct us in writing to:

• cease all communications from your GCS Expert; or
• transfer all completed work elsewhere.

Please be aware that during the process of your Account being closed, your Account may not be in line with any of your circumstances or objectives.

Your Account will not be able to be closed until all outstanding fees have been paid and there are no outstanding obligations owed by you in respect of the Account.

We will provide reasonable assistance to you if you wish to transfer your current work and progress to a third-party provider. GCS will only charge you on the closing of your Account when fees agreed have yet to mature. Our ongoing fees will be deducted pro rata at the time you issue cancellation and cease immediately. You should be aware that third party charges may apply and will continue to apply.

PAYMENT FOR SERVICES

Our Fees and Charges

[definition]

Payments to GCS Experts

Charges for the use of the GCS Experts will have been agreed with the us and you, and confirmed by you, in your instruction documentation or relevant authority forms. By signing such documentation or authority forms, you are instructing GCS to pay the charges set out in that documentation or form to the GCS Expert (GCS acting as agent of the GCS Expert in respect of those payments) from any fees paid to us.

Fees and Charges Collection

[definition]

PART E - WEB SERVICES

Access and Security Details

Where we grant Users access to any Account, the User will be able to, amongst other things, access details of their Discovery Session and Scope online. You are responsible for ensuring that any User is aware of and complies with all relevant provisions of this Agreement.

We will allocate Security Details to the User. If at any point any User’s access and/or permissions should be removed or changed, it will be their responsibility to ensure that we are notified as soon as possible so that we can disable or update their Security Details. They will be solely responsible for the use of Security Details, and shall ensure that Security Details are kept confidential and not disclosed or otherwise made available to anyone. If you or anyone associated with you becomes aware that any Security Details have been disclosed to or become known by any other person, you must ensure that we are notified as soon as possible. Access to the GCS Portal may be suspended until we have allocated new Security Details.

We reserve the right, acting reasonably and in good faith, to require further confirmation or to refuse to act on any request or instruction which we believe or suspect not to have been validly authorised.

Use of GCS Web

Any information or tools accessed through GCS Web Services are made available for the general information, and are not, nor form part of, any recommendation or advice as to any particular course of action.

We make no representation as to the completeness or accuracy of information made available, and are not obliged to provide any updates to you. Any reliance by you on any such information is entirely at your own risk.

Security and Availability of the GCS Portal

You acknowledge the electronic nature of the GCS Portal. We will use reasonable endeavours to ensure that the GCS Portal is secure, and remain accessible during normal business hours, but do not accept liability for losses resulting from a breach of the security measures we have put in place or the unavailability of the GCS Portal (howsoever this may arise), including (but not limited to) in connection with any computer virus or malicious or disabling code, communications failure, breakdown or other malfunction, planned or emergency maintenance, or certain market conditions.

Please read the ‘Limits on GCS’ Liability’ section of this Agreement for further details of events that would be beyond our reasonable control and losses for which we do not accept responsibility.

Our Rights to Vary, Suspend and Withdraw the GCS Portal

We may extend the GCS Portal by making additional functionality or online tools available from time to time, and use of any such functionality or tools will be subject to any such additional terms of use as we may specify.

You acknowledge that we may vary the mode of operation of, or the content, presentation, performance, availability of, or facilities comprising, the GCS Portal, from time to time without you having any recourse to us. We shall endeavour to, but without having any obligation to do so, give advance notice of any material changes unless it is impractical to do so in the circumstances. In any event, we reserve the right to withdraw or suspend access to the GCS Portal at any time at our discretion and without notice. This is subject to the proviso that any termination of our agreement with you will be notified to you in accordance with the ‘Termination’ section of these Terms and Conditions.

Permitted use of the GCS Portal

You may use the GCS Portal solely to the extent permitted by this Agreement and any supplementary terms that we may notify to you. The licence to use the GCS Portal granted to you in this Agreement is personal to you and your Authorised Users. Other than use of the GCS Portal to an Auhorised User as permitted by this Agreement, this licence cannot be transferred to anyone else, and will automatically terminate on the termination of our relationship with you under this Agreement.

The intellectual property rights in all elements of the GCS Portal (including the GCS Web), including but not limited to data and other information accessed through the GCS Portal, shall remain vested in us and/or our licensors, and you and any Authorised User will not acquire or retain any proprietary right, interest or title in such elements. You and any Authorised User must not copy, reproduce, redistribute, publish or commercially exploit any software, database, data or other information accessed, and must not remove any copyright or other proprietary notices from such information. You acknowledge that you would be responsible for obtaining the relevant third-party licence for any reproduction and/or extraction or redistribution of any third-party data contained within our products or services.

The GCS Portal, including any data or information accessed through the GCS Portal, must not be used for any unlawful or improper purpose. We may suspend access to the GCS Portal if we believe you or any Authorised User may be using it in an unauthorised or improper manner.

You are responsible for ensuring that any access and use of the GCS Portal by you or any Authorised User complies with applicable local laws.

PART F - GENERAL TERMS AND CONDITIONS

Conflicts of Interest

[requires exploring]

Call Recording and Communications

[requires exploring]

Complaints Procedure

If you are dissatisfied with the service we have provided under this Agreement, you should contact us in the first instance and you will be able to raise a complaint.

You may contact us directly by phone on [number] or by email to [email].

You can also write to:

[address]

Where you make a complaint, we will endeavour to resolve your complaint as quickly as possible but, in any event, we will acknowledge receipt of your complaint within [X] Business Days. We aim to resolve your complaint within [X] weeks of receipt. Where this is not possible, we will contact you to explain why resolution will take longer than [X] weeks and indicate when we anticipate being able to resolve your complaint. Upon resolution of your complaint, we will send you a final response letter, which will set out the nature of any proposed resolution and any appropriate remedial action. 

DATA PROTECTION

Your privacy is important to GCS. Our Privacy Notice describes how we collect, use, store, disclose and transfer your information. A copy of our Privacy Notice is available at [web link].

Information We Collect

The types of information which will collect about you will include details about you, your financial, taxation, AML and CTF, data protection, and other matters (e.g. tax residency, tax numbers, status)

We have an obligation under applicable laws to verify your identity and establish the source of any funds. This means that we will ask you to present identification documents.

We will collect information about you from different places including directly from you; from third parties acting on your behalf; publicly available sources; and from other organisations.  

How We Use Your Information

Information provided by you in the course of engaging GCS shall be used to provide you with the information, products and/or services which you have requested, as well as other related purposes such as:

• carrying out your instructions provided to us;
• confirming your identity and address;
• improving our information, products and services;
• managing rights and obligations under applicable laws; or
• advertising to you and to others, as well as conducting research, or planning and marketing (including direct marketing);
• offering you information, products or services which we believe may be of benefit to you.

Who We Share Your Information With

GCS use service providers, including but not limited to GCS Experts, and work with other third parties in the provision of services and products to you. We may share your information with other companies we work with and GCS Experts. We may also need to share your information to other third parties such as regulators, insurers, trustees, product issuers, brokers, agents, as well as credit reference agencies, fraud prevention agencies, tax authorities and other law enforcement. Some of these providers may be located in countries around the world and outside of the country in which you or they reside.  

Any overseas disclosure does not affect our commitment to safeguarding your information and their information, and we will take reasonable steps to ensure your information and their information has an appropriate level of protection, including ensuring any overseas recipient of your information complies with our requirements and applicable laws.

Your Privacy Commitments to Us

• You acknowledge that we may request further information regarding your identity and tax residency and status at any time (including after your account is closed). 
• You acknowledge that we may use your information for the purpose of providing you with the services and as required by applicable laws. This may include (but is not limited to) disclosure of your information to the tax authority(ies) of your country(ies) of tax residence and otherwise cooperate with requests from such tax authority(ies).
• You agree to promptly inform us of any changes or updates in information provided to us.   
• If you provide information any other third party, you hereby confirm that you have obtained consent from that person to provide their information to us.  

How Long We Keep Your Information

We will keep your information for the period in which we have a relationship with you. Once our relationship ends, we will keep your information where we may have a legitimate need to keep this and/or as required by applicable laws. These reasons may include things like combating financial crime, responding to requests from regulators etc.

Your Rights

You have rights regarding the information which we hold about you. For example, you are entitled to request access to your information for the purpose of reviewing and correcting the information held, or to make a complaint etc.  

More Information and Contact

For more information about how we collect, use, store and disclose your information, please visit our Privacy Notice available at [web link].

THESE TERMS AND CONDITIONS

Changes to these Terms and Conditions

GCS may make changes to this Agreement from time to time. We can do this for the following reasons:

• to conform with any legal or regulatory requirement, HMRC rule or code of practice, or industry guidance, or with any change or anticipated change to the same;
• to reflect any decision or recommendation by a court;
• to allow for the introduction of new or improved systems, methods of operation, services or facilities;
• to reflect changes in market practice for services which are akin to our services and to maintain our competitiveness in the marketplace for such services;
• to reflect changes which impact on the provision and operation of your account and which are outside of our control;
• to proportionately reflect changes in the cost of providing our services to you, including any direct costs we are required to pay to others;
• to reflect changes to services relating to your account supplied to us by third parties and which are outside of our control;
• to reflect changes in circumstances or the happening of any event which is outside of our control and which means that this Agreement operates in a way which is unfair to you or our other account holders;
• to reflect changes in circumstances or the happening of any event which is outside of our control and which makes it impossible, impracticable or not economically viable for us not to make a change to this Agreement, provided that any such change is not unfair to you or our other account holders;
• to remedy any errors, omissions or ambiguities which we may discover in the future;
• to otherwise make them clearer or more favourable to you; or
• for any other valid reason, subject to such change being proportionate to the circumstances giving rise to it.

We will give you at least 30 days’ written notice of the changes unless it is impractical in the circumstances to do so. If we have not been able to give you such advance notice, we will endeavour to notify you as soon as is reasonably practicable in the circumstances.

You will not normally be required to sign new agreements or consent to proposed amendments which will take effect from the date specified in the notice, although we may require consent in certain circumstances. Where changes relate only to the provision of information or correcting typographical errors or are otherwise not to your disadvantage, we may provide notice of such changes on our website at [web link].

If you are not happy with any change, you may terminate your agreements with us and close your account(s).

Please refer to the ‘Closing Your Account’ section of these Terms and Conditions for further details.

Limits on GCS’ Liability

GCS is not responsible or liable to you for any failure, interruption or delay in performing our respective services or for any resulting losses you incur which are caused by, wholly or partly, events or circumstances outside the reasonable control of GCS. This includes (but is not limited to) delays or inaccuracies in the transmission of instructions or other information (or any resulting action or failure to act) where that delay or inaccuracy is a result of factors outside the reasonable control of GCS, and this means that if the delay or inaccuracy is not GCS’ fault, then you cannot obtain redress from us. Factors that are outside the reasonable control of GCS, include (but are not limited to) an act of God, pandemics or other natural disaster, flood, fire, industrial disputes, the act or regulations of any governmental or other body, civil commotion, political crises, terrorist action, market conditions, any suspension or limitation of trading by any exchange or clearing house, any breakdown, failure or malfunction of any communication, settlement, computer or accounting system or equipment, or any failure, interruption or delay in the supply of data from a data provider. Furthermore, GCS shall not be liable for any losses you incur if we fail, interrupt or delay in performing our obligations in order to avoid damage to GCS’ employees, property or reputation. In any of these (or other similar) circumstances, any or all of our respective obligations will be suspended until the event or state of affairs giving rise to the failure is remedied.

The liability of GCS (and where relevant our respective directors, officers, employees and agents) and GCS Experts, to you, for any loss or damage which you suffer in connection with our services, or your agreements with us , shall be limited to circumstances where any such loss or damage has arisen directly as a result of the negligence, fraud or wilful default of, or breach of legislation (or where relevant our respective directors, officers, employees or agents).

GCS shall not be liable to you for any indirect or consequential losses (howsoever arising). Nor will GCS be liable for any loss that is a loss of profit or for any losses that arise from any damage to your reputation nor (where you are a business) for any loss of business. This means that GCS will only be liable for losses that arise as a result of our respective negligence, fraud or wilful default or breach of applicable regulatory rules, and then only for any losses which

1. arise naturally from a breach of GCS’ obligations; and
2. were reasonably foreseeable to GCS.

Nothing this Agreement shall be read as limiting or excluding any liability of GCS for death or personal injury.

Your Obligations to Reimburse (Indemnify) GCS 

It is important that you understand that you are responsible for making sure that GCS does not suffer by reason of acting for you. In accepting this Agreement, you agree to make good and reimburse (indemnify) GCS, after the deduction of any applicable taxes, for and against any liability, damage, loss, cost, claim or expense (including legal costs) which are caused by GCS providing services to you or any default or failure in the performance of your obligations. This would include (but not be limited to) any such loss resulting from:

• a failure by you to make a payment when due;
• any defect in title or fraud or forgery in relation to any materials delivered by you or on your behalf or in relation to any document or electronic information which appears to transfer such materials; or
• you providing us with incorrect information or not providing us with information which is required to be provided to us under this Agreement.

You will not be liable to reimburse GCS against, and GCS will have no right to claim against you in respect of, the consequences to GCS caused by our own negligence, wilful default, fraud or breach of legislation.

Your obligations to GCS in this section will continue to apply even if we stop providing services to you.

Termination

You may terminate your agreements with us at any time by giving us notice in writing that you want to close your Account.

Should we wish to terminate our agreement with you, then we will (subject to what follows) give you at least 28 days’ notice of our intention to do so.

GCS will have the right to stop providing services to you and close your Account. This may occur, for example (but not limited to), if we are obliged to stop providing services under any applicable law or regulation (such as anti-money laundering provisions), or if your liabilities in relation to your Account and amounts owing to us exceed [definition]. We will give you reasonable notice (which may be extremely short or immediate notice if reasonable in the circumstances) if GCS chooses to exercise this discretion, together with the reasons for this decision unless we are prevented from doing so by some legal or regulatory constraint.

In the event of termination by you or us, your Account will be closed. Please refer to the ‘Closing Your Account’ section of this Agreement for further details.

Assignment

Your rights under these Terms and Conditions are for you and your authorized representatives, and you or they may not assign or transfer any rights and obligations entered into.

We may assign or novate this Agreement to any appropriately authorised member of our corporate group from time to time, or purchaser of all or substantially all of our assets or business involved in the performance of our services, by giving written notice to you.

Illegality

If any provision of this Agreement or any part-provision is deemed by a court to be illegal, invalid or otherwise unenforceable for any reason whatsoever, that provision or part-provision will have no effect and to the extent required will be deemed to be deleted from this Agreement. The validity of the remaining provisions or part-provisions of this Agreement will be unaffected.

Governing Law and Jurisdiction

These arrangements will be governed by and construed in accordance with the laws of England and Wales. You irrevocably agree to submit to the non-exclusive jurisdiction of the courts of England and Wales to settle any dispute arising out of or in connection with these arrangements, and that accordingly any proceedings in connection with such a dispute may be brought in such courts.