(i) THE PROGRAMME CONTENT PROVIDED BY LEARN TO TRADE PTY LIMITED ABN 99 138 178 542 AFSL 339 557; and

The following Terms & Conditions shall replace any prior or existing agreement between the parties, or previously issued terms & conditions, and shall apply to any existing arrangements currently operating between the parties.

By signing these Terms & Conditions with Learn to Trade Pty Limited ABN 99 138 178 542 AFSL 339557 (“LTT”, “we” or “us”) OR by subscribing or utilising the SmartCharts charting software owned and operated by SmartCharts Pty Ltd ABN 62 602 459 414 (“SmartCharts”), you hereby agree to be bound by the following Terms & Conditions (as amended from time to time).

By registering for either service, you represent and warrant that all registration information provided is accurate and current (and will be updated where it ceases to be), you are of 18 years of age or more, your use of the services will not violate any applicable law or regulation; and you have the authority to enter into a binding agreement and perform your obligations hereunder.

Please note that LTT is licensed to provide financial services to retail and wholesale clients, and we offer general financial product advice in relation to securities, derivatives and foreign exchange contracts through our training courses and coaching services. LTT provides general information and educational content only. This is not personal advice and no individual needs or circumstances have been considered, nor is this an offer to buy/sell financial products. LTT does NOT provide trade recommendations under any circumstances – any advice of this nature is provided to you solely by your third party broker, and LTT is not party to any such arrangement, nor liable for any such advice received. Financial products are complex and entail risk of loss, and you should always obtain professional advice to ensure trading or investing in such products is suitable for your circumstances, and ensure you obtain, read, and understand any applicable offer or disclosure document before trading or acting upon any general advice provided.

Target Market Description

Please note that if you wish to trade in the markets using the software and skills learnt with us you will need to open a trading account with a broker. All Australian retail brokers have Target Market Descriptions and both you and your broker must ensure that you fit within it. LTT/Smartcharts recommends the broker Forex CFDs and its TMD is here: https://resources.tradenation.com/downloads/Trade_Nation_Australia_Target_Market_Determination.pdf

Broadly, to be suitable you must:

be over 18 and have knowledge of OTC derivatives which may be assessed

have the means to undertake trading in OTC derivatives and be able to accept losses as great as total deposits

have a high investment risk appetite with a short term investment horizon

your purposes for trading are likely to be speculative and/ or hedging against other CFD positions or assets and/or gaining exposure to price movements in underlying markets on short notice

You will likely be unsuitable if you are

- under 18

- undergoing financial hardship or bankruptcy or have inadequate financial means to support trading in OTC Derivatives

- residing in a country that prohibits derivates trading or is subject to regulatory, legal or other sanctions or embargoes

- with low risk tolerance or unwillingness to accept losses as great as deposits

- vulnerable because of age, mental or physical impairment affecting capacity, subject to physical of financial abuse

- suffering from any kind of addiction,

- undergoing any other personal or financial circumstance causing signficiaant detriment like unembplyment, redundancy, long term illness or such circumstances

By seeking to link your SmartCharts account to a live brokerage account you are confirming that you fall within the above TMD

SmartCharts offers a subscription service to their charting software to support your trading in financial products with third party brokers. SmartCharts only provides factual and historical data and information and does NOT provide financial product advice or recommendations of any nature whatsoever, and accordingly does not hold, nor is required to hold, an Australian Financial Services Licence (AFSL). Any financial services provided hereunder are provided to you by LTT only (and by your third party broker).

SCHEDULE 1

LEARN TO TRADE PTY LIMITED

1. DEFINITIONS

1.1 In these terms and conditions:-

 “Balance” means the Programme Price less any amount You have paid towards it;

“Company Training Account” means a sub account of LTT’s proprietary trading account with its appointed broker, that is traded under this arrangement by You for a share of the profit, if any;

“CTA Opening Balance” means $10,000 credited into our CTA on opening for you to manage within our operating rules on a profit share basis as detailed below;

“Courses” means the applicable Courses included in the Programme

“Daily Webinars” means access to our daily webinars online

“Deposit” means 20% of the total Programme Price paid;

“Enrolment Date” – the date on which you enter into these terms and conditions represented by the panda doc certificate ;

“Forex Fasttrack Webinar” means a half day online training webinar provided by LTT

“Intellectual Property Rights” means patents, trademarks, service marks, designs, copyrights, database rights, design rights, applications for registration of any of the foregoing and the right to apply for them and all rights of like nature arising or subsisting anywhere in the world in relation to all of the foregoing whether registered or unregistered;

“LTT”, “we” or “us” means Learn to Trade Pty Ltd ABN 99 138178542

“Materials” means any teaching materials and other materials used, created, or distributed by LTT in connection with the Courses;

“Momentum Mentoring” means access to one-to-one Mentoring sessions with a SC coach as described on page 1 of these terms and conditions

“New Net Profit” means profit You make through your CTA over and above the opening balance

“Payment Plan” means any payment plan to pay the Programme Price as identified as such on your invoice sent following payment of your Deposit;

“Programme Content” means the Forex Fasttrack Webinar;

“Programme Period” means the period set out on the Programme Content;

“Programme Price” means the total amount paid for the Programme as specified on your invoice and on Page 1 of these terms and conditions

“Profit Share” means rebates of up to 100% of Programme Price

 “Recordings” include still images, video, and audio recordings;

 “Risk Guidelines” means the document containing risk guidelines as provided to delegates from time to time.

“Risk Manager” means an appointed SC risk manager;

“SmartCharts Software” – means a paid subscription service charged separately to access a data feed for the strategies online the terms and conditions of which are described at Schedule 2;

“Strategies” means the trading strategies provided in the SmartCharts Software.

“You” means the customer who has entered into these terms and conditions affirmed by your electronic signature.;

“Working Day” means a day other than a Saturday, a Sunday, or a bank holiday in New South Wales.

2. THE PROGRAMME CONTENT

2.1 In exchange for payment of the Programme Price, You shall be entitled to The Programme Content.

2.2 We reserve the right to deliver The Programme Content via Smart Charts Software E-Learning section, webinars and group chat (you will require the applicable Smart Charts Subscription in order to access The Programme Content in Smart Charts, please refer to Schedule 2 for the terms and conditions of this subscription)

2.3 You have from the date of this Agreement until the expiry of your Programme to book and complete the Programme Content and Momentum Mentoring if any.

2.4 It is a condition of your Programme that must have a subscription to Smart Charts.

2.5 Your use of the Programme Content is personal to you and may not be transferred without our prior written consent.

2.6 You are assumed to have read and understood our Financial Services Guide prior to utilising our services. The current version can be accessed anytime at www.learntotrade.com.au/financial-services-guide/

2.7 We reserve the right to alter Programme Content times, dates and delivery if it is necessary to do so for reasons beyond our reasonable control. If as a consequence of our alteration you are unable to attend, we will provide you with an opportunity to reschedule.

2.8 We further reserve the right to alter the structure and content of the Programme Content at our discretion without liability to you provided that the changes do not fundamentally alter the nature of the Programme Content.

2.9 We reserve the right at our discretion to exclude any Student from the Programme Content (or any part thereof) for any reason in our absolute discretion.

2.10 If you have lodged a complaint with us, and are not satisfied with our response, you are entitled to refer the matter to the Australian Financial Complaints Authority (“AFCA”) (of which we are a member). AFCA (www.afca.org.au) can be contacted by mail at GPO Box 3, Melbourne, VIC 3001 or by telephone on 1800 931 678 or by email at info@afca.org.au

3. PRICE AND PAYMENT

3.1 The full amount of the Programme Price is due on your Enrolment Date, unless agreed otherwise via an instalment payment plan.

3.2 For an instalment payment plan a minimum Deposit of 20% of the Programme Price is payable on your Enrolment Date. You will receive an invoice setting out the agreed dates of future payments.

3.3 The instalment plan must not exceed three equal instalments over a period of 90 days which add up to the total amount of the Programme Price payable and each instalment is payable at least once in each 30 day period. Interest on overdue Programme Price will accrue on a daily basis from the date payment is due and payable until the date of payment at a rate of 4% above the NAB Bank Ltd business finance base rate.

3.4 Failure to make payment of the remaining balance within the approved time will result in the forfeiture of your deposit.

3.5 The Programme Price relates to The Programme Content only and not the Company Training Account which is subject to the terms and conditions at clause 4. For the avoidance of doubt, Subject to Clause 10, if you do not qualify for the Company Training Account you will not be entitled to a refund of the Programme Price.

3.6 Access to The Programme Content will be restricted until the Programme Price is received in full. Upon receipt of full payment You will be granted full access to all elements of The Programme Content.

3.7 Subject to Clause 10, You will not be entitled to any refund of the Programme Price if You fail to book and/or complete and/or use the Courses or Momentum Mentoring if any or any other elements of The Programme within the Programme Period.

3.8 If You are unable to use any Courses that You have booked, You shall provide 48 hours’ notice in writing. Any rescheduling shall be at our sole discretion and subject to availability.

3.9 In signing this Agreement, You hereby authorize Smart Charts PTY Ltd to debit the Deposit and the Balance from the credit or debit card provided on the dates agreed as detailed on your invoice and instalment payment plan.

3.10 If you fail to pay the Programme Price, in accordance with this Agreement we reserve the right to pass your unpaid account to a 3rd Party Collections Agency.

3.11 If You fail to pay the Programme Price in full at least 24 hours prior to the day You are scheduled to attend we reserve the right to refuse your participation.

4. COMPANY TRAINING ACCOUNT (“CTA”)

4.1 ELIGIBILITY CRITERIA: In order to be receive a CTA you must meet the following minimum criteria:

4.1.1 You must have paid the Programme Price in full;

4.1.2 You must have an active subscription to the Smart Charts Software;

4.1.3 You must have successfully completed our Forex Fasttrack Webinar

4.1.4

4.2 CTA operating rules

4.2.1 Your CTA will operate via MT4.

4.2.2 You must comply with the Direct Access Broker’s T&Cs at all times, subject to such revisions as may be imposed by the Direct Access Broker from time to time. You must additionally comply with the terms of this Agreement, subject to such revisions as we may make from time to time.

4.2.3 Your eligibility for profit payments at clause 4.3 is dependent on Your ongoing compliance with this clause 4.

4.2.4 The Opening Balance may be a mix of cash and/or margin and You will be provided with logins enabling You to trade this CTA. The account may operate on that broker’s live, demo or other server.

4.2.5 If You receive a CTA, You agree to trade it consistently with our Strategies and trading risk management disciplines You will be learning on the Courses or as otherwise approved in writing by the Risk Manager. For the avoidance of doubt this excludes trading using any signals provided in the Ideas tab of Smart Charts.

4.2.6 Your CTA will only include FX products.

4.2.7 Your CTA will operate with a leverage of 25:1.

4.2.8 You will place at risk no more than 2% of Your CTA balance on any one trade.

4.2.9 You must always have an appropriate stop loss for each trade.

4.2.10 You may not lose more than 5% of Your CTA opening balance.

4.2.11 We may deem an activity as “Scalping” if an Order or Trade on Your CTA has any of the below characteristics. These apply to any financial instrument traded via Your CTA:

4.2.11.1 The Trade is opened and closed within three (3) minutes (i.e., the order for the closing trade follows the order for the open trade in three (3) minutes or less);

4.2.11.2 An opposing trade is placed within three (3) minutes of another trade being opened thus creating a fully or partially hedged position (also known as a ‘locked position’); or

4.2.11.3 The Order for opening or closing the trade is placed on a latent price.

4.2.12 We do not provide spreads and liquidity to enable Scalping. Scalping is a breach of the Direct Access Broker T&Cs and of this Agreement. If, acting reasonably, we determine that you have engaged in Scalping on your CTA then we may (without detracting from our other legal rights or remedies):

4.2.12.1 Immediately terminate Your CTA account;

4.2.12.2 Void any trade (i.e., treat the trade as if it had never taken place) which was part of Scalping activity;

4.2.12.3 Close any trade on the basis of our then and current process which was part of any Scalping activity; and/or

4.2.12.4 Amend any trade on your behalf, so that it operates as it would have, as if the order was executed in the absence of Scalping.

4.2.13 We can exercise the above rights even if You have entered into (or refrained from entering into) arrangements with third parties relating to the relevant trade and even if You may suffer a trading loss as a result.

4.2.14 You must not, intentionally, or unintentionally, place trades that take advantage of errors in the accounts, such as inaccuracies in displayed prices or delays in their updates.

4.2.15 You must not execute trades on your CTA using an external or slow data feed.

4.2.16 You must not perform gap trading on your CTA (i.e. by opening trades during scheduled major global news, macroeconomic events, or corporate reports, or earnings that may affect the relevant financial market for trading financial instruments).

4.2.17 You must not perform trades on your CTA that are inconsistent with the way trading is typically carried out in the forex or any other financial market. This includes but is not limited to:

4.2.17.1 Opening positions with sizes that are noticeably larger than those of Your other trades; and

4.2.17.2 Opening positions with numbers that are noticeably smaller or larger than those of Your other trades.

4.2.18 You must avoid any activities using your CTA that may cause financial or other harm to the Direct Access Broker, such as over leveraging, over exposing, making one sided bets or account rolling.

4.2.19 If You breach any operating rule or instruction, Your CTA will be automatically suspended and reviewed by the Risk manager who may require You to undertake further coaching before approving the reactivation of Your CTA. If the Risk manager is satisfied that You are able to continue, Your CTA will be reactivated subject to the sole discretion of the Risk Manager (acting reasonably) based on their review.

4.2.20 Any money including the opening balance that we place in Your CTA belongs to Us. You shall have no rights in or to such money other than the ability to use it to trade while Your CTA remains open and operational. Should Your account be closed or deactivated, You shall be entitled to Your profit share of any New Net Profit but shall have no right to any other monies in that account, which shall remain Our property.

4.2.21 You are prohibited from topping up Your CTA using Your own cash. However, You may add funds to Your personal broker account.

4.2.22 You acknowledge that funds cannot be withdrawn from the CTA, nor can it be closed by You.

4.2.23 We reserve the right to access Your CTA at any time, in order to perform risk management due diligence on Your activities.

4.2.24 You agree to reimburse Us in full respect for all losses and expenses we incur as a direct consequence of You breaching this Agreement.

4.2.25

4.2.26 .

4.3 Profit sharing and invoicing

4.3.1 Subject to Your compliance with clause 2 and the Direct Access Broker’s T&Cs, if the CTA’s balance is above the opening balance at the end of a calendar quarter, You will be eligible to receive up to the equivalent of 80% of that profit (Your “Profit Share”) above the opening balance (“New Net Profit”).

4.3.2 The remaining 20% profit will be retained by SC, and the CTA’s balance returned to the opening balance for the next calendar quarter. If the CTA’s balance is below the opening balance at the end of the calendar quarter there will be no change to that balance, and no fee rebate.

4.3.3 If, at the end of any calendar quarter, Your account stands in profit (i.e., You have made New Net Profit) You may claim Your Profit Share. This is only applicable to closed trades and does not include any open P&L.

4.3.4 To claim Your Profit Share, You must submit an invoice to us at the end of the calendar quarter. We will retain the remaining 20% of the New Net Profit.

4.3.5 After You have received payment of Your first invoice You will be eligible to carry forward future profits made on Your CTA for up to 12 months, subject to the written consent of the Risk Manager.

4.3.6 You can accrue New Net Profits for up to a maximum period of 12 months at which time You must submit an invoice to us for the full amount of Your Profit Share on such accrued and accumulated New Net Profits. We will always take out our 20% of New Net Profit at the end of each calendar quarter.

4.3.7 At Our sole discretion, and on the Risk Manager’s advice, We may offer you a second CTA.

4.3.8 The CTA will otherwise be automatically terminated if (a) the CTA balance falls 5% or more below the opening balance at any time, or (b) your trading is insufficiently risk managed in the sole opinion of the Risk Manager, or (c) rebates paid exceed 100% of the fees paid to LTT, or (d) this arrangement has expired.

4.3.9 We may at our sole discretion and on our Risk Manager’s advice offer a second CTA.

4.3.10 Where rebates paid exceed 100% of the fees paid to us, we may, at our sole discretion, introduce you to an associated entity to contract you to trade our proprietary funds on similar terms under a separate legal agreement for which you will require an ABN

4.4 TERMINATION

4.4.1 The CTA may be terminated by either party giving not less than 30 days notice to the other

4.4.2 For the avoidance of doubt, if you cancel your subscription to SmartCharts Software, your CTA will be paused until such time that your subscription is reactivated or your CTA is terminated in accordance with this clause 4.4

4.4.3 If your CTA is dormant for more than 60 Working Days, it will be closed.

4.4.4 You will be notified in writing if your CTA is to be paused or closed.

4.4.5 When your CTA is closed any New Net Profit owing to you (being your Profit Share of any such Net New Profit) will be paid to you within 30 Working Days UNLESS the CTA is revoked for a serious breach, fraud, dishonesty or conduct that brings us into disrepute, in which case any New Net Profit (including any Profit Share) may be retained by us.

5. INTELLECTUAL PROPERTY

5.1 We shall have sole title and ownership of all Intellectual Property Rights in the Materials or Recordings or created in the provision of any of its services.

6. CONFIDENTIALITY

6.1 You agree to keep all information, information learnt, and Materials received during the Progamme Content (“Confidential Information”) strictly confidential.

6.2 You agree not to disclose to third parties, reproduce, transmit, adapt, disseminate, distribute, load, post, transmit, store in a retrieval system, sell, modify, or republish or otherwise use any of the Confidential Information without our prior written consent, other than for the lawful purposes set out in the Copyright Act 1986 (Cth).

6.3 You acknowledge that the Materials contain Confidential Information and trade secrets belonging to LTT and you further acknowledge and agree that LTT owns the copyright and Intellectual Property Rights in relation to the Confidential Information.

6.4 This clause shall not apply in relation to information that (other than by breach of any duty of confidence) has come into the public domain; is obtained from a third party or was already known to the receiving party before these Terms and Conditions were entered into; or is required to be disclosed by order of a court of competent jurisdiction.

7. LIABILITY

7.1 LTT shall have no liability if they are prevented from or delayed in performing their obligations by acts, events or omissions beyond their control including, without limitation strikes, failure of transport network, national emergency, war, terrorism, acts of god, civil commotion, malicious damage, compliance with any law or regulation, fire, flood, storm, or default of contractors. If LTT is prevented from performing its obligations under these Terms and Conditions for a period of 90 days or more, LTT shall on request refund the Programme Price Paid.

7.2 Under no circumstances, including negligence, will LTT be liable for any direct, indirect, incidental, special or consequential damages including, without limitation, business loss or damage such as loss of profits or anticipated savings. Where liability cannot be excluded, LTT’s liability shall be limited to an amount equal to the amount of Programme Price paid by you to Smart Charts Pty Ltd.

8. WARRANTIES & ACKNOWLDGEMENTS 

8.1 We warrant that our services will be provided with reasonable care. We do not make any other promises or warranties about our services.

8.2 Save for fraudulent representations, we shall not be liable for any warranties or representations unless they are set out in these Terms and Conditions. All advertising material and all prior representations are hereby superseded by these Terms and Conditions except for any terms agreed in writing between you and us. These Terms & Conditions contain the entire understanding between you and us and may not be modified unless in writing and signed by you and a director of LTT.

8.3 You hereby agree and acknowledge that:

8.3.1 Any decision to invest in any financial or investment product is made by you alone. You must use a licensed financial adviser or broker should you wish to make investments. We do not recommend any specific investments.

8.3.2 The Programme Content and Materials are for educational purposes only.

8.3.3 Any transaction or market information provided by us to you (“Investment Examples”) is provided as general information for educational and illustrative purposes only and does not constitute and cannot be relied upon as a recommendation to trade. We make no representation, warranty, or guarantee, and accepts no liability for, the accuracy or completeness of any such information, and you rely on such information at your sole risk. Price information pertaining to the Investment Examples is subject to market changes.

9. RELEASE 

9.1 You hereby consent to LTT, their agents, authorised independent contractors or their nominees making Recordings during the Programme Content and acknowledge that you may be included in any such Recordings and that you will not be given any payment for their use.

9.2 You hereby acknowledge that the Recordings are the exclusive property of LTT and LTT is the exclusive copyright owner. You shall have no claim, right or interest to any of the Recordings and you hereby grant permission to LTT to use any of said reproductions in any responsible manner, in whole or in part, individually or in conjunction with other materials, in any medium and for any purpose whatsoever, including, but not limited to, promotional materials and commercial purposes for the full duration of the copyright in the Recordings including any extensions or renewals of the copyright term and grant LTT the right if LTT so chooses to use your name in connection with any of the foregoing. You further hereby waive any right to inspect or approve the Recordings or their use (including without limitation any text which may accompany the Recordings).

9.3 Nothing herein will constitute any obligation on behalf of LTT to make any use of the Recordings.

9.4 You may not make any Recordings during the Event(s) without our prior written permission.

10. CANCELLATION 

10.1 Subject to clause [)You may cancel these terms and conditions on or before the 14th day from your Enrolment Date (the “Cancellation Period”) by e-mailing info@learntotrade.com.au with the subject ‘Cancellation’ If you cancel within this 14 day period your Programme Price, will be refunded to you. Cancellation or termination of these terms and conditions after fourteen days shall not affect Your obligation to pay the Programme Price and we shall not be liable to refund any part of the Programme Price paid

10.2 You acknowledge and agree that the Programme Content for which the Programme Price is paid contains Digital Content and that You will be deemed to have used such Digital Content when you first access any part of the The Programme Content, including but not limited to the Induction and Orientation, beginners bootcamp and the Daily Webinars.

10.3 If you use the Programme Content during the first 14 days of these terms and conditions You consent to the immediate supply of the Programme Content and acknowledge that any and all amounts you have paid will thereafter become non-refundable and You will lose any right You may have had to cancel the Agreement and claim a refund.

10.4 Prior to accessing the digital content via Smart Charts Software you will be asked to reconfirm your agreement to clause 10.3 via a digital ‘waiver to the right to refund’ consent page.

10.5 If you fail to attend the Courses as scheduled without our prior written consent you will not be entitled to a refund of any part of the Programme Price. You further note that where there are multiple elements to be provided within a Course, that you are unable to cancel any individual aspect of the Course or seek partial refunds.

10.6 If your cancellation notice is approved your refund will be processed within 30 days.

10.7 Save as set out above, cancellation or termination of this arrangement shall be without prejudice to any rights which have accrued prior to such date.

10.8 Where applicable re-sits of all courses are subject to availability. You may only book one re-sit per Course at a time.

11. PRIVACY 

11.1 In order to provide you with our services, we need to collect personal information about you and obtain your agreement in relation to the handling of such personal information. If you do not provide the requested information or agree to the information handling practices detailed in these Terms & Conditions, we may be unable to provide the services outlined in these Terms & Conditions to you.

11.2 As part of our services, we may provide your contact details to certain affiliates or third party providers of complementary services from time to time, unless you notify us in writing that your consent to this is withdrawn. You shall ensure that all information provided to us is accurate and up to date at all times. Any changes must be advised to us as soon as practicable.

11.3 We have systems and processes in place to address privacy requirements, and can provide you with a Privacy Statement should you require further information about our information handling practices or you can access our Privacy Policy on our website at http://www.learntotrade.com.au/privacy-policy/ or at www.smartcharts.net/privacy

11.4 You authorise us to collect, use, store or otherwise process any personal information which enables us to provide and/or improve our services. This may, on occasion, require the disclosure of personal information to our related entities, agents, and service providers, and to organisations located in countries which do not have comparable laws to protect your information.

11.5

12. STATUTORY CONSUMER GUARANTEES 

12.1 These Terms & Conditions set out the full extent of LTT’s and/or SmartCharts’ obligations and liabilities in respect of or in connection with the Services. Except as expressly stated herein, any other conditions, warranties, representations or other terms that may have been expressly given or which might otherwise be implied into, or incorporated in, these Terms & Conditions whether by statute, common law or otherwise, are all excluded to the fullest extent permitted by Applicable Law. These Terms & Conditions do not affect any applicable statutory rights. However, if such rights apply, the liability of LTT and/or SmartCharts will be limited to the supply of the Services again, to the extent possible.

13. GOVERNING LAW

13.1 These Terms & Conditions are governed by and construed in accordance with the laws of New South Wales, and the parties submit to the non- exclusive jurisdiction of the courts and tribunals in that State.

14. MISCELLANEOUS

14.1 We reserve the right to change or modify any and all of the terms of the arrangement upon notice to You. Your use of the Services following any such change or modification constitutes Your express agreement to be bound by these Terms & Conditions as so changed or modified.

14.2 No failure or delay by a party to exercise any right or remedy provided hereunder or by 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. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

14.3 All communications relating to these Terms & Conditions shall be in writing and delivered by electronic mail to the party concerned at the relevant email address. Any such communication shall take effect at the time of transmission (and receipt of confirmation). Where You are more than one person, any notice or other communication provided by LTT or SmartCharts to one such person shall be deemed to have been provided to all such person. We may also communicate by posting notices that may be viewed through our services, systems or websites, as applicable from time to time.

14.4 These Terms & Conditions (including any documents incorporated herein by reference) constitute the entire understanding between the parties with regard to its subject matter and supersedes any and all prior discussions, representations and agreements, oral or written. Each party acknowledges that in entering into this arrangement, it has not relied on and shall have no right or remedy in respect of any statement, representation (save for any fraudulent misrepresentation) assurance or warranty (whether made negligently or innocently) other than as expressly set out herein.

14.5 Should any provision herein be held to be void, invalid, unenforceable or illegal by a court, such provision shall be severed without effect to the remainder of the provision, and shall be valid and enforceable to the extent permitted by Applicable Law.

14.6 You may not assign, sub-license, sub-contract or otherwise transfer any of Your rights or obligations hereunder, by operation of law or otherwise without prior written consent of LTT/SmartCharts (as applicable).

14.7 We reserve the right to assign, sub-contract or sub-licence their rights and obligations hereunder which shall be binding upon their successors and assigns. Notices by LTT/SmartCharts to You/Subscriber may be delivered to the postal or email address currently recorded for You/Subscriber in our records. You/Subscriber hereby expressly consent to electronic delivery of notices hereunder. It is the responsibility of You/Subscriber to keep Your/Subscriber's email address current at all times.

14.8 Except as otherwise provided herein, all written notices shall be given by You/Subscriber to LTT/SmartCharts in the English language by e-mail to e-mail address provided.

14.9 The relationship between the parties is that of independent contractors. Nothing contained herein shall be construed as creating an agency, partnership or joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have the authority to contract for or bind the other party in any manner whatsoever