Terms and Conditions of Use

"Applications"

means any applications developed, owned or made available by the Company for use on any Device;

"Device"

means any machine, equipment or electronic device of any description used for communication, to access the internet, or to store, access or process information including without limitation, computers, tablets, mobile phones, smartphones, iPhones and iPads; and

"Website"

means https://blacktower-backoffice.com.

In consideration of Back Office Solutions Ltd. (the "Company"), providing to you access to and use of the Company's Website and Applications you agree to and agree to be bound by the following terms and conditions and the Privacy Policy (the "Terms and Conditions") in respect of your access to the Website and Applications. If you do not agree to any of these Terms and Conditions please select the "I Decline" option on the Login page and leave or exit the Website and Applications. Your continued use of the Website and Applications will be deemed to be acceptance in full of these Terms and Conditions.

The Terms and Conditions are as follows:

1. You will be registered to use the Website and Applications and a profile will be created for you and/or your business to facilitate your access to and use of the Website and Applications. In being registered and registering for use of the Website and Applications, you agree to provide true, accurate, current and complete information about you/your business as requested. Your profile, data and any registration information you provide to create your profile will be protected as described in our Privacy Policy.

2. You confirm that you are the person to whom the log-in name and password in respect of this Website and Applications was issued. or a duly authorised representative of that person who has been authorised to access this Website and Applications on their behalf. You confirm that you will not authorise access or give your password to any third party unless you have obtained the written approval of the Company. You undertake to keep the log-in name and password, issued to you in respect of this Website and Applications, confidential and not to disclose it to any third party. You undertake to the Company that you will notify us as soon as possible if such log-in name and password has been disclosed to any third party or if you become aware of a breach of security. In the event the Company becomes aware that a third party not authorised to use your log in name and password has logged into your account, we reserve the right to cancel your account and take necessary action against you as may be permitted by law. You agree to indemnify the Company and hold the Company harmless against any losses, claims, damages, costs that may be suffered by the Company by the use of your account by a third party.

3. You must not use our Website and Applications, in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity, or in any manner inconsistent with the Terms and Conditions.

4. The material provided through our Website and Applications, is not intended as investment advice or an offer or solicitation to buy, sell or provide investment products, investment services or any goods or services in which we may trade or have an interest. The information provided through Website and Applications, is for indicative information purposes only and you should consult your legal, tax, accounting, investment or other professional adviser before taking any action, decision or course of action.

5. Access to and use of information contained in our Website and Applications may be prohibited in certain jurisdictions and our Website and Applications should not be accessed and the information contained on our Website and Applications should not be used in any jurisdiction where such prohibitions apply. You must ensure that the use of the material and information on our Website and Applications does not contravene any such prohibitions and it is your responsibility to be informed and to observe all applicable laws and regulations of any relevant jurisdiction before using or, as appropriate, continuing to use our Website and Applications. You agree and undertake to defend, indemnify and keep the Company, its affiliates, directors, officers, employees and agents indemnified from and against all losses, claims, actions, demands, liabilities, costs, expenses and damages of any nature whatsoever and whether or not reasonably foreseeable or avoidable, caused by, or in connection in any way with any contravention of any applicable laws or regulations.

6. While all reasonable efforts have been made to ensure that the information on our Website and Applications is accurate at the time it is made available, such information is provided on an "as is", "where is" and "where available" basis for indicative purposes only, without warranty of any kind, either express or implied, including but not limited to warranties of title or implied warranties of satisfactory quality or fitness for a particular purpose or otherwise, other than those warranties which are implied by and incapable of exclusion, restriction, or modification under applicable law.

7. The Company does not accept responsibility for updating information and material contained on our Website and Applications and therefore it should not be assumed that the information contained will necessarily be accurate, complete or up-to-date at any point in time. Users should independently verify the factual accuracy, assumptions, calculations or completeness of all statements and material contained on our Website and Applications. You should not rely on the accuracy of any information on our Website and Applications and if you require up-to-date, accurate information you should contact the Company or individual responsible for the accuracy of the information.

8. Access to and use of our Website and Applications is at the users' sole risk. As protecting your data is of utmost importance to us, the Company has adopted high levels of security and encryption with the goal of effectively protecting your data. However, data, including any personal data transmitted through the internet may be subject to interference from third parties and we cannot guarantee the security of data or information accessed by way of our Website and Applications.

9. The Company aims to adopt practices to ensure round the clock availability and access to the Website and Applications. However, the Company does not represent or warrant that the Website and Applications will be available and meet your requirements, that access will not be interrupted, that there will be no delays, failures, errors or omissions or loss of transmitted information, that no viruses or other contaminating or destructive properties will be transmitted or that no damage will occur to your computer system. You have sole responsibility for adequate protection of data and/or equipment and for undertaking reasonable and appropriate precautions to scan for computer viruses or other destructive properties.

10.Subject to any applicable laws, in light of the foregoing warnings you acknowledge and agree that the Company, its affiliates, any of its respective directors, officers, employees and agents will not be liable in any way to you or to any third party:

10.1 for any losses, claims, actions, demands, liabilities, costs, expenses and damages of any nature whatsoever and whether or not reasonably foreseeable or avoidable, caused by and which arises out of and in connection with, in any way, your use of the Website and Applications and/or the information contained on the Website and Applications and referred to in the Website and Applications, including without limitation, for breach of contract, in tort, for negligence, under an indemnity, for breach of warranty or otherwise; and

10.2 for any consequential, exemplary, indirect or special damages including, without limitation, loss of profit, loss of goodwill or reputation, loss of business, loss of revenue, capital expenditure or otherwise resulting from any claim (including, and without limitation, a claim for breach of contract, in tort, for negligence under an indemnity, for breach of warranty or otherwise) related to your use of the Website and Applications and/or any of the information contained on it or referred to in it; and

10.3 for any loss, claim, action, demand, liability, cost, expense and damage of any nature whatsoever and whether or not reasonably foreseeable or avoidable, which arises out of and in connection with, timelines, accuracy or completeness of the information or material provided in the Website and Applications; and

10.4 for any loss, claim, action, demand, liability, cost, expense and damage of any nature whatsoever and whether or not reasonably foreseeable or avoidable, which arises out of and in connection with, any breach of security, data and loss of confidentiality and data.

11. You agree that all warranties, conditions, terms, undertakings and representations express or implied, statutory or otherwise, are hereby excluded to the fullest extent permitted by law. The contractual rights which you enjoy by virtue of the Sale of Goods Act, 1979 (as amended) and the Supply of Goods and Services Act, 1982 (as amended) are in no way prejudiced by anything contained in these Terms and Conditions, save to the fullest extent permitted by law.

12. You acknowledge that in accessing the Website and Applications and the information contained or referred to in the Website and Applications, you are acting in the course of your business, trade or profession and that you are not acting as a "consumer" as such term is defined in any applicable laws including (without limitation) the Sale of Goods Act, 1979 (as amended) the Supply of Goods and Services Act, 1982 (as amended), the Unfair Contract Terms Act ,1977 (as amended), the European Communities (Unfair Terms Consumer Contracts) Regulations, 1995 or otherwise.

13. You agree, at your own expense, to defend, indemnify and keep the Company, its affiliates and their respective directors, officers, employees and agents indemnified from and against all losses, claims, actions, demands, liabilities, costs, expenses and damages of any nature whatsoever and whether or not reasonably foreseeable or avoidable incurred by us, caused by, and in connection in any way with:

13.1 your access to the Website and Applications, or any links on the Website and Applications and/or your use of the information contained or referred to in the Website and Applications and any customer and client of yours that uses the Website and Applications;

13.2 the access to the Website and Applications by any third party using your log-in name and password and the use by any third party of any information contained or referred to in the Website and Applications obtained, directly or indirectly, from you and/or by using your log-in name and password;

13.3 your failure and any of your customers' and clients' failure to comply with any of the Terms and Conditions set out herein;

13.4 a claim that any use of the Website and Applications by you or someone using your log-in name and password infringes any copyright, trademark or other intellectual property right of any third party;

13.5 any deletions, additions, insertions or alterations to, or any unauthorised use of, the Website and Applications by you or someone using your log-in name and password; and

13.6 any misrepresentation or breach of representation, warranty or covenant made by you contained herein; For the avoidance of doubt, you also agree to pay any and all costs, damages and expenses (including reasonable attorneys' fees) and costs awarded against, incurred by, in connection with access and arising from any loss, claim, action, demand, liability, cost, expense and damage of any nature whatsoever and whether or not reasonably foreseeable or avoidable in connection with the indemnities in this clause.

14. You acknowledge and agree that the Website and Applications are owned and controlled by the Company, except as otherwise expressly stated, and these are protected by copyright laws and international treaties. You acknowledge and agree that all intellectual property rights (including, without limitation copyright, patents, database rights, trademarks, service marks, designs, know-how, trade secrets and other proprietary rights) which subsist in the Website and Applications and/or the information referred to in the Website and Applications is and will remain the Company's property (or the property of our licensors) and your right to use it is limited to use for your own internal business purposes and you have no right to copy it, sub-licence it, disclose it to third parties, transfer, link to, reproduce, frame, alter, create derivative works or republish all or any portion of the Website and Applications for any commercial or public purpose without the Company's written consent. You further acknowledge and agree that you do not acquire any ownership rights by downloading copyrighted material.

15. The Website and Applications may, from time to time, contain links to other web sites. The Company is not responsible for the privacy policies or content available on any other websites linked to the Website and Applications. Access to and use of such other websites is at your own risk and subject to any terms and conditions applicable to such access/use. You should satisfy yourself as to the identity of the operators of those sites and review the terms and conditions, privacy policies and disclaimers of such sites when you visit them. By providing hyperlinks to other websites, the Company shall not be deemed to endorse, recommend, approve, guarantee or introduce any third parties or the service/products they provide on their website, or to have any form of cooperation with such third parties and websites. The Company makes no representations or warranties regarding the accuracy, functionality or performance of any third party software that may be used in connection with the Website and Applications.

16. Your access to the Website and Applications will terminate immediately without notice upon the occurrence of any of the following events:

A) if the Company reasonably determines, that you have failed to comply with any provision of the Terms and Conditions, or

B) in the event of non-payment of any fees owed to the Company.

The Company reserves the right to terminate the Website and Applications or your access to it in the above mentioned situations only without giving you any notice thereof. You agree that you will not be entitled to any compensation in the above mentioned situations for any such termination including, without limitation for any loss, claim, action, demand, liability, cost, expense and damage of any nature whatsoever and whether or not reasonably foreseeable or avoidable, including without limitation, any loss of profits, loss of goodwill or reputation, loss of business, loss of revenue, capital expenditure or otherwise.

17. All of these Terms and Conditions are distinct and severable and if any of these Terms and Conditions are held unenforceable, illegal or void in whole or in part by any court, regulatory authority or other competent authority, it will to that extent be deemed not to form part of these Terms and Conditions and the enforceability, legality and validity of the remainder of these Terms and Conditions will not be affected.

18. These Terms and Conditions may be amended, modified or varied at any time and from time to time by us by giving you 60 days' notice. Your use of the Website and Applications, or any use of the information or material on the Website and Applications after the expiration of the 60 day notice period from the posting of amendments, modifications or variations to the Terms and Conditions will constitute your acceptance of the Terms and Conditions as amended, modified or varied. If, at any time, you do not wish to accept the Terms and Conditions, please notify the Company within the 60 day notice period and we will take the necessary steps to terminate your services and access to the Website and Applications.. The Company also reserves the right to modify the Website and Applications at any time and from time to time at the Company's sole discretion.

19. These Terms and Conditions supersede all prior representations, arrangements, understandings and agreements between you and the Company relating to your access to the Website and Applications and use of the information contained or referred to in it and the Terms and Conditions set forth the entire, complete and exclusive agreement and understanding between you and the Company relating to such access and use. You acknowledge and confirm that you have not relied on any representation, arrangement, understanding or agreement (whether written or oral) not expressly set out in these Terms and Conditions.

20. You may not assign, sub-licence, encumber or otherwise deal in your right to access the Website and Applications and use of the information contained or referred to in it, without the Company's prior written consent.

21. The use of the Website and Applications, these Terms and Conditions and all relationships created by them shall be governed by the laws of England and Wales and you agree that the courts of England and Wales shall have non-exclusive jurisdiction to determine any matter or dispute in connection or arising out of the Website and Applications and these Terms and Conditions or their performance.

22. You confirm that you have read and understood these Terms and Conditions and, where you believe necessary, have received independent legal or other professional advice in respect of them.

23. You agree that the exclusions and limitations of liabilities set out in the Terms and Conditions are fair and reasonable. If you do not accept them, please select the "I Decline" option below and please cease using the Website and Applications and the information contained or referred to in the Website and Applications immediately.