Terms & Conditions

1. ABOUT US

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1. Company details. Block Scholes Ltd (company number 11907206) (we and us) is a company registered in England and Wales and our registered office is at 27 Old Gloucester Street, London, WC1N 3AX. You can find everything you need to know about us and our Services (as defined below) on our Site (as defined below) before you order.

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2. How to contact us. You can contact us by any of the following methods:

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1. Emails: “info@blockscholes.com”.

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2. Via our Site: blockscholes.com.

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3. The Platform. We operate the website blockscholes.com (the Site) which includes certain back-end and front-end functionality (the Platform). The Platform is primarily designed to provide analytics information, pricing models and other market data relating to crypto assets.

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2. OUR CONTRACT WITH YOU

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1. Our contract. These terms and conditions (the Terms) apply to the order by you and the contract for supply of Services (as defined below) by us to you (the Contract). Where you agree to purchase Services from us you agree to be legally bound by the Contract.

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3. FORMATION OF THE CONTRACT

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1. Placing your order. Please follow the onscreen prompts to place your order. Unless otherwise agreed with one of our representatives, you may only submit an order using the method set out on the Site. Each order is an offer by you to buy the Services subject to these Terms.
   
2. Accuracy of your order. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.

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3. Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4.

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4. Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (we refer to this as the Order Confirmation), at which point and on which date (which we refer to as the Commencement Date) the legally binding Contract between you and us is formed.

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5. If we cannot accept your order. Sometimes we may reject an order. For example, this may be because we do not have certain information that we require from you, if we have mispriced our Services or if we are unable to supply you with the Services for any reason. In such circumstances we will inform you that we cannot accept your order by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.

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4. DURATION OF THE CONTRACT

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The Contract will start on the Commencement Date. The Contract shall continue, unless either one of us brings it to an end earlier in accordance with these Terms for one month (we call this the Initial Term) and shall automatically extend for a further period of one month (we call this an Extension) at the end of the Initial Term or at the end of each Extension. Either you or us may give notice to the other, not later than 7 days before the end of the Initial Term or any Extension, to bring this Contract to an end at the end of the Initial Term or any Extension. The duration of the Contract is referred to below as the Term of the Contract.

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5. THE SERVICES

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1. Services. From the Commencement Date, subject to the Terms of the Contract, and during the Term of the Contract we grant you:

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1. access to the Platform; and
   
2. access to such content available on the Platform during the Term as you selected when placing your order. We describe this as the Licensed Materials.

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Access to the Platform and Licensed Materials will be provided by such means as you selected when placing your order or as otherwise agreed in writing between you and us (for example, we may afford you access through an application processing interface or ‘API’). Access to the Platform and Licensed Materials as described above are the Services.

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2. Your use of the Platform and Licensed Materials. Subject to the Terms of the Contract, we grant to you the right to use the Platform, the Licensed Materials and the data comprised in the Licensed Materials (Licensed Data) during the Term of the Contract solely for your own personal use and solely as is permitted by these Terms and the Contract. The rights granted under the Contract are personal to you and you may not transfer or sell them to any other person. We may grant the same or similar rights to any other person.

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3. You agree that you shall not:

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1. assign, sub-license, lease, resell, distribute or otherwise deal in or restrict or impede the Platform, the Licensed Materials or Licensed Data;

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2. copy, modify, adapt, correct errors in, or create derivative works from, the Platform or Licensed Materials;

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3. use Licensed Data for any purpose other than analysing markets, products and transactions for your own purposes and not for the benefit of any other person. In particular, you shall not:

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1. use Licensed Data to develop, create, register, issue, list, modify, or cause to bring to market, whether directly or indirectly, any new or existing investment product, financial product, exchange-traded fund, or financial contract of any kind;

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2. in any manner misrepresent or falsify any Licensed Data or any data, indices, reference prices, or other commercial data services, in each case, which are created partially or wholly by processing, changing, or combining Licensed Data (including with other data) (Derived Data);
   
3. use Licensed Data or Derived Data to engage in the operation of any illegal business or permit any other person to use Licensed Data or Derived Data for any illegal purpose or to violate any applicable law, rule or regulation;

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4. decode, reverse engineer, disassemble, decompile or otherwise translate or convert the Platform; or

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5. attempt to impair, circumvent or interfere with any security features of the Platform, including by transmission of worms, Trojan horses, viruses and other similar things or devices.

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4. Feedback. We may use any feedback and suggestions for improvement relating to the Platform, Licensed Materials or Licensed Data that you may provide (Feedback) without charge, as we see fit.

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5. Compliance with specification. Subject to our right to amend the Specification (see clause 5.6) we will supply the Services to you in accordance with the specification or description the Services appearing on our Site at the date of your order (the Specification).

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6. Changes to Specification or Terms. We can change the Specification of the Services or these Terms to reflect changes in relevant laws or regulatory requirements. We can also make minor technical adjustments and improvements provided these changes do not affect your use of the Services in a negative way.

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7. Major changes. If we need to make a major change to these Terms or the Service we will notify you in advance. If you do not agree to a major change you may contact us before the change takes effect to end the Contract and receive a refund for any Services that you have paid for but not received. Our contact details are set out at the start of these Terms.

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8. Suspending the Services. We may suspend the Services to deal with technical problems or to deal with minor technical changes, to update the Service to reflect changes in relevant laws and regulatory requirements, or to make other changes to the Service as described above.

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9. Withdrawal of the Services. If we stop providing a Service we will endeavour to let you know at least 7 days in advance and we will refund any sums you’ve paid in advance for Services which won’t be provided.
   

6. FEES

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1. Fees. You must pay the fees specified in your order for the Services (the Fees) as described in this clause 6. If we have agreed to provide the Services to you free of charge for a trial period, no Fees will be payable in respect of that trial period.

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2. How to pay

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1. Payment for the Services is required in advance. The frequency of required in- advance payments will be as explained to you at the time you placed your order.

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2. You can pay for the Services using a debit card or credit card, in accordance with the options displayed on our Site or otherwise communicated to you by our representative. We may also agree to take payment for the Services by direct debit, in which case your bank account will be charged automatically.

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3. Invoices. We will send you an electronic invoice for each payment. We reserve the right to apply an administration fee (plus VAT, as defined below) for any failed or cancelled payments.

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4. Taxes. Our Fees are inclusive of all taxes, including any value added tax (VAT). If the rate of VAT changes between your order date and the date we supply the Service, we adjust the rate of VAT that you pay, unless you have already paid in full before.

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5. Overdue amounts. If we’re unable to collect any payment you owe us we charge interest on the overdue amount at the rate of 3% a year above the Bank of England base rate from time to time. This interest accrues on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You pay us the interest together with any overdue amount.

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6. Additional Fees. If we become aware that you have accessed or used the Platform or Licensed Materials in a manner not permitted under the Contract (including by accessing or using materials available on our Site which fall outside the scope of the Licensed Materials) we may charge you an additional amount for such access or use calculated by reference to the amount we would have charged had we permitted such access and use from the Commencement Date. You must pay such additional amount immediately we send you an invoice for it and this clause 6 shall apply as if such additional amount were part of the Fees.
   
7. Price changes. We will contact you in advance to tell you we’re suspending supply of the Services, unless the problem is urgent or an emergency. If we suspend the Services for longer than 24 hours in any month, we adjust the price so you don’t pay for it while its suspended. If we suspend supply, or tell you we’re going to suspend the supply of the Services for more than 120 consecutive hours you can contact us to end the Contract and we’ll refund any sums you’ve paid in advance for Services you won’t receive. Our contact details are set out at the start of these Terms.

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7. INTELLECTUAL PROPERTY RIGHTS

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1. Rights in Platform and Licensed Materials. We are the owner or licensee of all intellectual property rights in the Platform and Licensed Materials (including Licensed Data) Except as expressly granted in clause 5.1, you acquire no rights to the Platform or the Licensed Materials.

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2. Licence to use data you supply to us. You grant to us an irrevocable, perpetual, transferable, sub-licensable, worldwide, royalty-free licence to use, copy and/or modify any market data or analytics data supplied by you to us during the Term (if any) for any purpose.

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3. Rights in Feedback. You hereby transfer all intellectual property rights in the Feedback.

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8. THIRD PARTY MATERIALS

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1. Definition. For the purposes of the Contract, Third Party Materials means the components of the Platform and/or Licensed Materials to which third party licence terms apply, in accordance with the Appendix to these Terms.

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2. Third party licence terms. The third party licence terms (including as identified in the Appendix) apply to your use of the Third Party Materials. You must comply with the restrictions contained in such third party licence terms.

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3. Changes to Third Party Materials. The list of Third Party Materials and corresponding licence terms is likely to evolve over time and we may update the list (and the corresponding licence terms) at any time and from time to time. We will
   

notify you of any material changes in advance to the extent possible and the changes will take effect as soon as we make them.

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9. HOW WE MAY USE YOUR PERSONAL INFORMATION

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1. What we use it for. We will use any personal information you provide to us to:

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1. provide the Services;

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2. process your payment for the Services; and

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3. inform you about similar services that we provide, but you may stop receiving such information at any time by contacting us. Our contact details are set out at the start of these Terms.

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2. Our privacy policy. We will process your personal information in accordance with our Privacy Policy (as updated from time to time and available on our Site at https://www.blockscholes.com/terms/privacy-policy), the terms of which are incorporated into the Contract.

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10. LIMITATION ON OUR LIABILITY

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YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

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1. We’re responsible for losses you suffer caused by us breaking the Contract unless the loss is:

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2. Unexpected. It was not obvious that it would happen and nothing you said to us before we accepted your order meant we should have expected it (so, in the law, the loss was unforeseeable).

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3. Caused by a delaying event outside our control. As long as we have taken the steps set out in clause 10.2, below.

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4. Avoidable. Something you could have avoided by taking reasonable action, including following our reasonable instructions for use.

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5. A business loss. It relates to your use of a product for the purposes of your trade, business, craft or profession.
   

10.2 We are not responsible for delays outside of our control. If our supply of the Services is delayed by an event outside our control, we will contact you as soon as possible to let you know and we will do what we can to reduce the delay. As long as we do this, we won’t compensate you for the delay, but if the delay is likely to be substantial you can contact us to end the Contract and receive a refund for any Services you have paid for in advance, but not received. Our contact details are set out at the start of these Terms.

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11. YOUR RIGHTS TO CHANGE YOUR MIND

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1. Your legal right to change your mind. For most of our Services bought online, you have 14 days after the date we confirm your order to change your mind about a purchase, but you lose the right to cancel any Service, when it’s been completed (and you must pay for any Services provided up the time you cancel). You cannot change your mind about a purchase of digital products after you have started to download or stream these.

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2. How to let us know and what happens next. If you change your mind contact us using our contact details which are set out at the start of these Terms. We refund you as soon as possible and within 14 days of you telling us you’ve changed your mind. We refund you by the method you used for payment. We don’t charge a fee for the refund.

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12. YOU CAN END AN ON-GOING CONTRACT (FIND OUT HOW)

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1. You may give notice to us, not later than 7 days before the end of the Initial Term or any Extension, to bring this Contract to an end at the end of the Initial Term or any Extension. If you have any questions, please contact us. Our contact details are set out at the start of these Terms.

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13. YOU HAVE RIGHTS IF THERE IS SOMETHING WRONG WITH YOUR SERVICE

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1. If you think there is something wrong with your service, you must contact us using our contact details are set out at the start of these Terms. The Consumer Rights Act 2015 states that you can ask us to repeat or fix a Service if it’s not carried out with reasonable care and skill, or get some money back if we can’t fix it.
   

14. WE CAN END OUR CONTRACT WITH YOU

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1. We may give notice to you, not later than 7 days before the end of the Initial Term or any Extension, to bring this Contract to an end at the end of the Initial Term or any Extension.

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2. We can also end our Contract with you and claim any compensation due to us if:

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1. you don’t make any payment to us when it’s due and you still don’t make payment within 14 days of our reminding you that payment is due;

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2. you don’t, within a reasonable time of us asking for it, provide us with information, cooperation or access that we need to provide the Service.

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15. GENERAL

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1. Interpretation. In these Terms: the headings (including those set out at the beginning of any clause) are for convenience only and shall not affect interpretation; references to a person include an individual, a company, a partnership or an unincorporated business or other body, whether or not having legal personality; and words such as in particular, including, for example, etc., or other words indicating that examples falling within more general wording follow, shall not be construed as limiting in any way the scope of the corresponding more general wording.

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2. No exclusivity. Nothing in the Contract shall create an exclusive relationship between you and us.

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3. If a court or other authority decides that some of these terms are unlawful, the rest will continue to apply.

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4. We can transfer our Contract with you, so that a different organisation is responsible for supplying your Service. We’ll tell you in writing if this happens and we’ll ensure that the transfer won’t affect your rights under the contract.

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5. Even if we delay in enforcing this Contract, we can still enforce it later. We might not immediately chase you for not doing something (like paying) or for doing something you’re not allowed to, but that doesn’t mean we can’t do it later.
   
6. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms and neither of us will need to ask anybody else to sign-off on ending or changing it.

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16. YOU HAVE SEVERAL OPTIONS FOR RESOLVING DISPUTES WITH US

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1. Our complaints policy. Our team will do their best to resolve any problems you have with us or our Services. Please contact us using the contact details set out at the start of these Terms.

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2. You can go to court. These terms are governed by English law and wherever you live you can bring claims against us in the English courts. If you live in Wales, Scotland or Northern Ireland, you can also bring claims against us in the courts of the country you live in. We can claim against you in the courts of the country you live in.
   

APPENDIX

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1. The purpose of this Appendix is to describe certain components of the Platform and/or Licensed Materials that are subject to third party licence terms, with the understanding that the list of such components may evolve over time.

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2. The Third Party Materials and relevant licence terms include the following:

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3. You acknowledge and agree that we:

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1. have no control over the Third Party Materials and are not responsible for their content and/or availability; and

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2. do not endorse the content, or other material contained in, the Third Party Materials, and give no warranties with respect to them.

All Third Party Materials are provided “as is” and “as available”.

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