Terms of use of the Avior WhatsApp Platform

This electronic communication group platform (“Platform”) is only made available to persons in the Republic of South Africa (“South Africa”) and the United Kingdom (“UK”) and the United States of America (“U.S.”). Depending from which location you are accessing the Platform from, the Platform will be deemed to be made available by the relevant Avior entity and the corresponding terms below will apply.

A. For persons accessing the platform in South Africa

1. Acceptable Use

1. 1    By accessing this electronic communication group platform (“Platform”), you agree to –

1.1.1   strictly adhere to and be bound by Avior Capital Markets (Pty) Ltd.’s (“Avior SA”) acceptable use policy set out herein as amended from time to time (“Policy”);

1.1.2    the terms and conditions of WhatsApp Inc. (“WhatsApp”);

1.1.3    conduct yourself in an appropriate and respectable manner;

1.1.4    not make any inappropriate, insensitive, discriminatory, racist or similar remarks or statements (“Improper Use”);

1.1.5    not take part in any dishonest, fraudulent or criminal activity (“Criminal Conduct”);

1.1.6    immediately notify Avior should you reasonably suspect or become aware of any Improper Use or Criminal Conduct associated with the Platform; and

1.1.7    not, directly or indirectly, cause any loss or damage to Avior, the Avior group of companies (“Avior Group”) and/or any other Platform users.

1.2   You acknowledge and agree that this Platform is only administered by Avior SA for the purpose of providing a communication platform for factual financial markets commentary, and the terms of use of the Platform are further subject to the terms and conditions of WhatsApp which is not any way affiliated with Avior SA.

1.3   You acknowledge and agree that you are accessing this Platform entirely voluntarily and you are solely responsible for all data or information transmitted or disseminated by yourself (or on your behalf) on the Platform, including all risk, responsibility and liability in respect thereof and Avior SA does not assume any risk, responsibility and liability in this regard.

1.4   Avior SA reserves the right to terminate or suspend your access to the Platform at any time, without cause or reason.

1.5    The headings in this Policy are for ease of reference only and shall not affect the construction or interpretation hereof.

2. No Advice

2.1    You acknowledge and agree that –

2.1.1   nothing transmitted, disclosed, disseminated or otherwise communicated by Avior SA, any of its services providers or any third party on the Platform constitutes any form of advice, recommendation or guidance whatsoever and should therefore not be interpreted, viewed or construed as advice (including investment advice) and you are solely responsible for obtaining suitable professional advice, including investment advice, financial advice, accounting advice, taxation advice, legal advice and/or such other advice as may be necessary or desirable in respect of the information disseminated or referenced;

2.1.2   nothing transmitted, disclosed, disseminated or otherwise communicated by Avior SA, any of its services providers or any third party on the Platform should be construed as an offer or inducement to enter into an agreement, commitment or transaction;

2.1.3  all information or data transmitted, disclosed, disseminated or otherwise communicated by Avior SA, any of its services providers or any third party on the Platform constitutes factual and objective research/analysis or commentary and, as such, does not amount to “advice” for purposes of the Financial Advisory and Intermediary Services Act, 2002 or any similar law or enactment; and

2.1.4   all information or data transmitted, disclosed, disseminated or otherwise communicated by Avior SA, any of its services providers or any third party on the Platform constitutes factual and objective research/analysis or commentary and, as such, does not amount to “advice” for purposes of the Financial Advisory and Intermediary Services Act, 2002 or any similar law or enactment; and

3.   Consent to data collection, retention and processing

3.1   You authorise Avior SA to collect your personal information as defined in the Protection of Personal Information Act, 2013 (“POPI”) which may among other things include information such as your address, identification number, bank account details, e-mail address, telephone numbers, gender, age, postal address or any other data disclosed or disseminated on this platform (“Personal Information”) and further authorise Avior SA to collect, retain and process such Personal Information in South Africa and other jurisdictions for the purpose of effectively administrating, managing and effecting communication on this platform and to supply the services in respect thereof; (ii) to comply with applicable laws; (iii) to process instructions and requests; (iv) to supply marketing and any other information in respect of the services or products supplied by the Avior Group and/or any of its associates, subject thereto that you shall be entitled to opt-out of any such marketing communication; (v) to detect and protect against error, fraud or other criminal activity.

3.2   Subject to the applicable laws and/or any other agreement with you, Avior SA shall retain records of your Personal Information only for as long as is necessary to achieve the purpose for which it was collected or processed and you shall, on condition that your supply suitable proof of identity, be entitled to request (i) confirmation as to whether Avior SA possesses any Personal Information pertaining to you; (ii) a record or a description of such Personal Information (iii) information about the identity of all third parties who currently have or have had access to such Personal Information; (iv) generally, any record Avior SA may hold and is required to you in terms of the Promotion of Access to Information Act, 2000 (No. 2 of 2000); (v) to correct or delete information that is inaccurate, irrelevant, excessive, out of date, incomplete, misleading or obtained unlawfully; (vi) destroy or delete a record of Personal Information about you that Avior SA is no longer authorised to retain in terms of the applicable laws.

3.3   All requests for provided for in 3.2 must be submitted, in writing, to Avior SA’s information officer at the following details: compliance@avior.co.za.

4.  Limitation of Liability

4.1   For purposes of this clause 4 any reference to “Avior” shall include Avior SA, the Avior Group, its directors, employees, contractors, service providers, agents, assigns, associates, successors and partners.

4.2   You acknowledge and agree that Avior shall not be liable for any claims, damages, losses or negative effects arising from or in connection with the Platform or any data or information transmitted, disclosed, distributed or shared in connection therewith (including any remarks, statements or views expressed on the Platform).

4.3  You unconditionally and irrevocably indemnify Avior (and Avior shall have no liability) for any claims, damages, losses or negative effects arising from or in connection with –

4.3.1    the use and access to the Platform and/or any information or data transmitted, disclosed, disseminated or otherwise communicated on the Platform;

4.3.2    unavailability, downtime (whether planned or not), maintenance, development, failure, breach or compromise of the Platform or any software and/or infrastructure associated therewith;

4.3.3    any errors (typographical, accidental, inadvertent or otherwise) in respect of the information obtained, disclosed, transmitted, accessible and/or displayed through Platform or any software and/or infrastructure associated therewith; and

4.3.4    the transmission, disclosure, dissemination or reproduction of any information or data transmitted, disclosed, disseminated or otherwise communicated on the Platform.

4.4    Avior will under no circumstances whatsoever be liable for any indirect and/or consequential damages, arising from or in connection with the Platform, the use thereof, any information or data disclosed, transmitted or received in respect thereof.

4.5    You irrevocably and unconditionally indemnify Avior for any claims, damages and/or losses arising from or in connection with any failure, breach, compromise or unavailability of data (including Personal Information) stored or processed by a third party in connection with the Platform.

5. Non-Disclosure

5.1    No information or data transmitted, disclosed, disseminated or otherwise communicated by Avior SA or any of its services providers on the Platform may be disclosed, forwarded, disseminated, reproduced or copied in whole or in part without prior written approval from Avior SA, which consent may be withheld in Avior SA’s absolute discretion, and you agree to wholly indemnify Avior SA if any such information or data is disclosed, forwarded, disseminated, reproduced or copied (whether with the approval of Avior SA or not) and the use thereof.

6.  Applicable Law and Jurisdiction

6.1    The use and access to the Platform will in all respects be governed by and construed in accordance with the laws of South Africa.

6.2    All information or data transmitted through the Platform is strictly intended for use in the South Africa and may only be used, accessed, transmitted or distributed in other jurisdictions subject to compliance with applicable laws.

7.  Amendments

7.1    Avior SA reserves the right to vary or amend this Policy at any time.

B. For persons accessing the Avior WhatsApp Platform in the UK or the US

1. Acceptable Use

1. 1    By accessing this platform (“Platform”), you agree to –

1.1.1     strictly adhere to and be bound by Avior Capital Markets International Limited (“Avior UK”) acceptable use policy set out herein as amended from time to time (“Policy”);

1.1.2    the terms and conditions of WhatsApp Inc. (“WhatsApp”);

1.1.3    conduct yourself in an appropriate and respectable manner;

1.1.4    not make any inappropriate, insensitive, discriminatory, racist or similar remarks or statements (“Improper Use”);

1.1.5    not take part in any dishonest, fraudulent or criminal activity (“Criminal Conduct”);

1.1.6    immediately notify Avior UK should you reasonably suspect or become aware of any Improper Use or Criminal Conduct associated with the Platform; and

1.1.7    not, directly or indirectly, cause any loss or damage to Avior UK, the Avior group of companies (“Avior Group”) and/or any other Platform users.

1.2    You acknowledge and agree that this Platform is only administered by Avior UK for the purpose of providing a communication platform for factual financial markets commentary, and the terms of use of the Platform are further subject to the terms and conditions of WhatsApp which is not any way affiliated with Avior UK.

1.3    You acknowledge and agree that you are accessing this Platform entirely voluntarily and you are solely responsible for all data or information transmitted or disseminated by yourself (or on your behalf) on the Platform, including all risk, responsibility and liability in respect thereof and Avior UK does not assume any risk, responsibility and liability in this regard.

1.4    Avior UK reserves the right to terminate or suspend your access to the Platform at any time, without cause or reason.

1.5    The headings in this Policy are for ease of reference only and shall not affect the construction or interpretation hereof.

2.    No Advice

2.1    You acknowledge and agree that –

2.1.1    nothing transmitted, disclosed, disseminated or otherwise communicated by Avior UK, any of its services providers or any third party on the Platform constitutes any form of advice, recommendation or guidance whatsoever and should therefore not be interpreted, viewed or construed as advice (including investment advice) and you are solely responsible for obtaining suitable professional advice, including investment advice, financial advice, accounting advice, taxation advice, legal advice and/or such other advice as may be necessary or desirable in respect of the information disseminated or referenced;

2.1.2    nothing transmitted, disclosed, disseminated or otherwise communicated by Avior UK, any of its services providers or any third party on the Platform should be construed as an offer or inducement to enter into an agreement, commitment or transaction;

2.1.3    all information or data transmitted, disclosed, disseminated or otherwise communicated by Avior UK, any of its services providers or any third party on the Platform constitutes factual and objective research/analysis or commentary and, as such, does not amount to “advice” for purposes of the Financial Conduct Authority (FCA) and in particular with reference to the FCA Handbook section COBS 6.2B or any other such ruling on advice made by the FCA; and

2.1.4    all information or data transmitted, disclosed, disseminated or otherwise communicated by Avior UK, any of its services providers or any third party on the Platform is only intended for use by recipients in the UK , EEA and the U.S. and may not be transmitted, disclosed, disseminated or otherwise communicated to any person in any other jurisdiction.

3.    Consent to Data Collection, Retention and Processing

3.1    You authorise Avior UK to collect your personal data as defined in Avior UK’s Data Privacy Notice, available upon request, which conforms to Avior UK’s GDPR requirements. Personal data shall be processed lawfully and in a transparent manner and shall only be processed for the purposes stated. Personal data may, among other things, include information such as your address, identification number, bank account details, e-mail address, telephone numbers, gender, age, postal address or any other data disclosed or disseminated on this platform. Personal data shall be collected and processed solely for the purpose of (i) effectively administrating, managing and effecting communication on this platform and to supply the services in respect thereof; (ii) to comply with applicable laws; (iii) to process instructions and requests; (iv) to supply marketing and any other information in respect of the services or products supplied by the Avior Group and/or any of its associates, subject thereto that you shall be entitled to opt-out of any such marketing communication; (v) to detect and protect against error, fraud or other criminal activity.

3.2    Subject to the applicable laws and/or any other agreement with you, Avior UK shall retain records of your Personal Information only for as long as is necessary to achieve the purpose for which it was collected or processed and you shall, on condition that your supply suitable proof of identity, be entitled to request (i) confirmation as to whether Avior UK possesses any Personal Information pertaining to you; (ii) a record or a description of such Personal Information (iii) information about the identity of all third parties who currently have or have had access to such Personal Information; (iv) generally, any record Avior UK may hold and is required to you in terms of Article 24 GDPR (EU) 2016/679.

3.3    All requests for provided for in 2 must be submitted, in writing, to Avior UK’s information officer at the following details: dana@aviorcapital.co.uk.

3.4    In addition to the provisions set out herein above, the collection, retention and processing of any Personal data in the UK may be subject to the Avior Group’s then applicable GDPR data protection policy.

4.    Limitation of Liability

4.1    For purposes of this clause 4 any reference to “Avior” shall include Avior UK, the Avior Group, its directors, employees, contractors, service providers, agents, assigns, associates, successors and partners.

4.2    You acknowledge and agree that Avior shall not be liable for any claims, damages, losses or negative effects arising from or in connection with the Platform or any data or information transmitted, disclosed, distributed or shared in connection therewith (including any remarks, statements or views expressed on the Platform).

4.3    You unconditionally and irrevocably indemnify Avior (and Avior shall have no liability) for any claims, damages, losses or negative effects arising from or in connection with –

4.3.1    the use and access to the Platform and/or any information or data transmitted, disclosed, disseminated or otherwise communicated on the Platform;

4.3.2    unavailability, downtime (whether planned or not), maintenance, development, failure, breach or compromise of the Platform or any software and/or infrastructure associated therewith;

4.3.3    any errors (typographical, accidental, inadvertent or otherwise) in respect of the information obtained, disclosed, transmitted, accessible and/or displayed through Platform or any software and/or infrastructure associated therewith; and

4.3.4    the transmission, disclosure, dissemination or reproduction of any information or data transmitted, disclosed, disseminated or otherwise communicated on the Platform.

4.4    Avior will under no circumstances whatsoever be liable for any indirect and/or consequential damages, arising from or in connection with the Platform, the use thereof, any information or data disclosed, transmitted or received in respect thereof.

4.5    You irrevocably and unconditionally indemnify Avior for any claims, damages and/or losses arising from or in connection with any failure, breach, compromise or unavailability of data (including Personal Information) stored or processed by a third party in connection with the Platform.

5.    Non-Disclosure

5.1    No information or data transmitted, disclosed, disseminated or otherwise communicated by Avior UK or any of its services providers on the Platform may be disclosed, forwarded, disseminated, reproduced or copied in whole or in part without prior written approval from Avior UK, which consent may be withheld in Avior UK’s absolute discretion, and you agree to wholly indemnify Avior UK if any such information or data is disclosed, forwarded, disseminated, reproduced or copied (whether with the approval of Avior UK or not) and the use thereof.

6.    Applicable Law and Jurisdiction

6.1    For persons in the UK

6.1.1  The use and access to the Platform will in all respects be governed by and construed in accordance with the laws of the UK.

6.1.2  All information or data transmitted through the Platform is strictly intended for use in the UK & EEA and may only be used, accessed, transmitted or distributed jurisdictions within the UK & EEA.

6.1    For persons in the U.S.

6.2.1  The information communicated by Avior UK on the Platform including any research reports associated therewith are products of Avior UK, which is the employer of the persons who prepared such communication and/or research report. The persons preparing the communications or research reports are resident outside the U.S. and are not associated persons of any U.S. regulated broker-dealer and therefore the persons are not subject to supervision by a U.S. broker-dealer, and are not required to satisfy the regulatory licensing requirements of FINRA or required to otherwise comply with U.S. rules or regulations regarding, among other things, communications with a subject company, public appearances and trading securities held by a research analyst account.

6.2.2  The information communicated by Avior UK on the Platform including any research reports associated therewith are intended for distribution by Avior UK only to “Major Institutional Investors” as defined by Rule 15a-6(b)(4) of the U.S. Securities and Exchange Act, 1934 (the Exchange Act) and interpretations thereof by U.S. Securities and Exchange Commission (SEC) in reliance on Rule 15a 6(a)(2). If the recipient of this communication or report is not a Major Institutional Investor as specified above, then it should not act upon this communication or report and return the same to the sender. Further, this communication or report may not be copied, duplicated and/or transmitted onward to any U.S. person, which is not the Major Institutional Investor.

6.2.3  In reliance on the exemption from registration provided by Rule 15a-6 of the Exchange Act and interpretations thereof by the SEC in order to conduct certain business with Major Institutional Investors, Avior UK has entered into an agreement with a U.S. registered broker-dealer, Marco Polo Securities Inc. (“Marco Polo“). Transactions in securities related to this communication and any attachments should be effected through Marco Polo or another U.S. registered broker dealer.

7.   Amendments

7.1    Avior UK reserves the right to vary or amend this Policy at any time.