EFFECTIVE DATE: 30 JUNE 2025
I. INTRODUCTION, BINDING AGREEMENT, AND ACCEPTANCE
1.1 Purpose
These Terms & Conditions (the “Terms”) govern your access to and use of all services, platforms, communications, events, premises, and related offerings of Longshanks Capital Ltd (“Longshanks Capital,” “we,” “us,” or “our”), a proprietary trading firm incorporated and registered in England and Wales under Company No. 16036454, with its registered office located at 20 Wenlock Road, London, England, N1 7GU. The Terms apply to all agreements, oral or written, whether express or implied, entered into between you (a “User,” “you,” or “your”) and Longshanks Capital.
1.2 Acknowledgment and Consent
By accessing, using, interacting with, or accepting services offered by Longshanks Capital in any form—whether via website, trading terminals, email, telephone, in-person meetings, video conferences, or otherwise—you acknowledge that you have read, understood, and irrevocably agree to be bound by these Terms in their entirety. Any attempt to disclaim or limit these Terms is null and void. Continued use following revisions indicates your acceptance of the updated Terms.
1.3 Scope and Applicability
These Terms govern all relationships between you and Longshanks Capital, including, but not limited to:
To the extent Longshanks Capital enters into a separate written agreement with you, those terms shall prevail to the extent of conflict, but only to the extent expressly stated. Otherwise, these Terms, together with our Privacy Policy and any supplementary notices referred to herein, constitute the entire agreement regarding the subject matter.
II. DEFINITIONS
III. USER ELIGIBILITY AND AUTHORIZATION
3.1 Eligibility
You represent and warrant that you are at least thirteen (13) years of age, able to enter into legally binding agreements under the laws of England and Wales, and otherwise competent to enter into and perform under these Terms. If acting on behalf of an entity, you represent that you are duly authorized.
3.2 Legal Compliance and Restriction
You will not use any Service in violation of any applicable law—trade finance, tax, anti-money laundering, sanctions, export control, market manipulation, insider trading, or otherwise. You further represent that you are not a Sanctions‑Restricted Person.
3.3 Provision of Accurate Information
You agree to provide accurate, current, and complete registration, trading, and contact information and to notify us promptly of any changes.
IV. ACCOUNT OPENING AND DUE DILIGENCE
4.1 Onboarding
To open an Account, you must complete forms, provide identification, financial statements, and other documentation (e.g., proof of address, source funds). Acceptance is at our sole discretion.
4.2 Approvals
Longshanks Capital may decline or terminate accounts for any reason, including risk, compliance concerns, or policy violations, without liability.
4.3 AML/KYC and Screening
We will conduct anti-money laundering, terrorism financing, and other risk-based screening checks using various tools, public sources, and third-party providers. We may suspend or refuse Services if concerns arise.
4.4 Ongoing Diligence
We reserve the right to request ongoing documentation or assurance and may take action for changes in your status, creditworthiness, or risk profile.
V. USE OF SERVICES
5.1 Permitted Use
You may access the provided Services only for lawful, authorized purposes as permitted by law, contract, and these Terms. Residual rights not specifically granted to you are reserved by us.
5.2 Unauthorized Activities and Prohibitions
You may not:
5.3 Suspension & Termination
We may suspend or terminate Accounts or access at any time, without notice, for cause or convenience. We shall not be liable for any resulting loss.
VI. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
6.1 Ownership
All IP in the Services and Content remains our exclusive property. No rights to use or exploit are granted except as expressly provided.
6.2 Confidentiality
You agree to maintain the confidentiality of all non-public information. You may use Confidential Information only in connection with the Services and must return or destroy it upon request.
6.3 Retained Rights
We may reproduce your Confidential Information to the extent necessary to comply with obligations or enforce these Terms, while continuing to treat it confidentially.
VII. USER DATA AND PRIVACY
7.1 Ownership
You retain ownership of User Data submitted to us. We hold a license to use, store, and process User Data solely to provide Services or comply with legal obligations.
7.2 Processing
User Data may be processed overseas, in compliance with applicable privacy laws (UK GDPR, EU GDPR, etc.), under lawful data-transfer safeguards or adequacy decisions.
7.3 Privacy Policy
Our Privacy Policy governs the collection and use of personal information and forms part of these Terms.
VIII. FEES, BILLING, AND ADJUSTMENT
8.1 Fees
Use of Services may be subject to fees specified in account documentation or as otherwise communicated to you. Fees are due in GBP unless otherwise agreed.
8.2 Billing and Payment
Fees are billed periodically or event-triggered. Payment terms and methods will be communicated separately.
8.3 Adjustment and Refunds
We may adjust fee schedules. No refunds for Services used unless expressly agreed. Disputes must be submitted within thirty (30) days of billing.
IX. REPRESENTATION, WARRANTIES, AND COVENANTS
9.1 Your Representations
You represent that:
9.2 Our Representations
Longshanks Capital warrants that you may access Services per the Agreement. Otherwise, Services are provided “as is” and “as available.”
9.3 Disclaimer
No warranty on non-interruption, completeness, accuracy, market suitability, or fitness for purpose. All implied warranties are disclaimed to the fullest extent.
X. LIMITATION OF LIABILITY
10.1 Exclusion of Damages
To the fullest extent, we shall not be liable to you or any third party for any loss, damages, or liability, regardless of form (contract, tort, strict liability), including but not limited to:
10.2 Cap on Liability
Our maximum aggregate liability for all claims shall not exceed the amount of fees paid by you to us in the twelve (12) months preceding the claim, except for liability that cannot be limited under applicable law.
10.3 Exceptions
We shall not be liable for:
XI. INDEMNIFICATION
11.1 Your Indemnity
You agree to indemnify and hold us harmless against all losses, claims, liabilities, fines, penalties, damages, and costs arising from:
11.2 Procedure
We will promptly notify you in writing, and you will defend at your expense. You may not settle without our consent if admitting liability or imposing obligations.
XII. TERMINATION
12.1 Termination by Either Party
These Terms continue until terminated by either party. You may cease using Services at any time. We may terminate or suspend your access for any reason with immediate effect.
12.2 Effect of Termination
Upon termination:
XIII. REGULATORY, COMPLIANCE, AND LEGAL REPORTING
13.1 Compliance Obligations
We may record communications, logs, and relevant activities to comply with regulations (e.g., FCA, MiFID II, AML).
13.2 Cooperation with Authorities
You consent to us providing relevant information to regulators, courts, law enforcement, and tax authorities, if required.
13.3 Record Retention
We retain records for the statutory period (generally 5–7 years or longer as required).
XIV. INTELLECTUAL PROPERTY AND THIRD-PARTY CONTENT
14.1 Ownership
All IP rights in our Services and Content remain with us or our licensors. We do not grant ownership rights except as stated.
14.2 Third-Party Materials
Third-party content is as-is; we do not warrant its validity or acceptance. You access and rely upon such content at your own risk.
XV. CONFIDENTIALITY
15.1 Obligation
You agree to maintain the confidentiality of all non‑public information obtained from us and not to disclose it except as permitted.
15.2 Permitted Disclosures
Confidential Information may be disclosed to your professional advisors under confidentiality obligations, required legal authority, or compliance with law.
15.3 Return or Destruction
On our request or termination, you must return or securely destroy Confidential Information.
XVI. AMENDMENTS TO TERMS
We reserve the right to modify these Terms at any time. We will post updates online and notify you of materially different changes. Continued use indicates acceptance. You agree to periodically review the Terms.
XVII. WAIVER; SEVERABILITY
17.1 No Waiver
Failure or delay to enforce any provision is not a waiver of future enforcement rights.
17.2 Severability
If any portion is invalid or unenforceable, it will be severed, and the remainder remains effective.
XVIII. NOTICES
Notices shall be in writing and delivered via email to designated addresses or through secure platform messaging. Notices are effective upon receipt (email) or the date of acceptance (platform).
XIX. GOVERNING LAW, DISPUTE RESOLUTION, AND JURISDICTION
19.1 Governing Law
These Terms are governed by the laws of England and Wales, without regard to conflict of law principles.
19.2 Jurisdiction
The courts of England and Wales have exclusive jurisdiction over disputes, except where mandatory jurisdiction is required elsewhere.
19.3 Alternative Dispute Resolution
Disputes may be referred to arbitration or a similar ADR mechanism as agreed or required by applicable regulations.
XX. MISCELLANEOUS PROVISIONS
20.1 Entire Agreement
These Terms, the Privacy Policy, and referenced documents form the entire agreement on the subject.
20.2 No Third-Party Beneficiaries
There are no third-party rights unless expressly stated.
20.3 Assignment
You may not assign these Terms without our prior written consent. We may assign to affiliates or successors.
20.4 Force Majeure
We are not liable for failures due to events beyond reasonable control.
20.5 Survival
Provisions on liability, confidentiality, indemnification, intellectual property, and dispute resolution shall survive termination.
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