GSA Capital Partners LLP ("GSA"), in its role as investment manager for various funds and managed accounts (each a "Fund"), operates one or more alpha capture strategies (hereinafter referred to collectively as "Tradelab").
By contributing any indicative trade idea or other financial research (each a "Contribution") to Tradelab, or by communicating a Contribution to any agent or staff member of GSA, you (being the individual making a Contribution and/or the entity the individual purports to represent, as the context requires) agree to these terms and conditions of use (the "Terms"). Your continued submission of Contributions to GSA is deemed to represent your acceptance of these Terms.
You provide any Contribution in your discretion, and are not obliged to do so. Any Fund or its investment manager may, in their sole and absolute discretion, use all or any part of a Contribution to execute a trade on behalf of a Fund, but is not obliged to execute any trade based on any Contribution you may provide. Each Fund and GSA acknowledges that any Contribution provided by you, either directly via the Tradelab portal or indirectly via any staff member or representative of GSA or any Fund, does not constitute investment advice. Provided that you are not in breach of the representations and warranties set out below, you shall have no liability to the relevant Fund or GSA in relation to any Contribution and the relevant Fund shall bear full legal and economic responsibility in its capacity as trading principal for any trade executed on the basis of, in full or in part, any such Contribution. However, your liability arising from any fraudulent act of omission by you, or for death or personal injury caused by your negligence, remains unrestricted.
Each relevant Fund or GSA may pay you a fee in respect of any Contribution(s) made by you to Tradelab. The fee, and the methodology for its calculation if any, shall either be at the sole discretion of the relevant Fund (which discretion may be exercised by GSA on such Fund’s behalf), or subject to a separate agreement between you and GSA. There is no automatic requirement that any fee must be related to the trading performance of any Contribution. You agree that in no circumstances shall GSA be liable to you for any fee that you consider may be payable to you in relation to any Contribution you have made.
You represent and warrant that any Contribution you provide shall: (a) not be unlawful, improper or illegal, or otherwise breach any rule or order to which you are subject, and in particular shall not constitute or be based on "inside information" or "material non-public information" as such terms are understood under any applicable laws of the UK, EEA or USA or any analogous form of non-public, market-sensitive information recognised in any other applicable jurisdiction; (b) not constitute behaviour which may constitute or be indicative of "market abuse" as such term is understood under applicable laws of the UK, EEA or USA, or similar or analogous behaviour prohibited in any other applicable jurisdiction; (c) not contain any information about pending orders of your clients, or relate to a security or an issuer that is included on your "restricted list" or equivalent no-trading list at the time of you making the Contribution; and (d) not otherwise be deceptive, manipulative, abusive or prohibited by applicable laws. You also represent, warrant and undertake not to disclose any user name and/or password supplied to you by GSA, Tradelab or the Funds, not to allow any person not specifically approved by GSA to make Contributions to access the Tradelab platform or to provide Contributions, and not to introduce to the Tradelab platform or any GSA system any virus, malware trojan horse or similar code, device or item which is designed to disable or adversely affect to the operation or performance of any network or program or data contained, or which is designed to extract data from any network or program.
You, GSA and the Funds each agree to keep confidential the commercial terms of their relationship and the terms of each Contribution and not to disclose the specific information you provided to GSA to anyone, except as required by applicable law. For the avoidance of doubt, this obligation does not preclude your participation on other alpha capture platforms similar to Tradelab and providing similar or identical ideas to such platforms provided that, in the course of such participation, you make no disclosure regarding the existence of your relationship or the commercial terms you have with GSA and/or the Funds, or the specific terms of any Contribution you have made to GSA and/or the Funds.
You represent and warrant that your provision of any Contribution, and/or receipt of any payment in respect thereof from GSA, is permitted under the terms of your own regulatory licenses (if any) and does not create any form of conflict of interest with any duty that you may owe to any other client of yours.
None of GSA, any of the Funds or you waives any rights or remedies it may have under these Terms by delaying their exercise of such right, or by partially exercising such right.
GSA will collect, store and process certain information relating to you, your Contribution and other data through your interactions with GSA as a data controller in accordance with GSA’s Privacy Notice https://www.gsacapital.com/privacy-notice. Subject to appropriate confidentiality arrangements, GSA may transfer such information to third parties (either inside or outside your country of residence) who provide services to GSA or any relevant Fund relating to Tradelab. You agree that you, or any person providing Contributions to GSA on your behalf, are aware of and acknowledge the terms of the Privacy Notice and will comply with all applicable data protection laws in their provision of personal data to GSA and Tradelab.
You must provide, where legally permissible, any information which GSA or any Fund reasonably requires to meet its obligations under applicable laws and ensure that you have obtained the necessary consents to do so. You agree that GSA or the Funds may disclose information held about you to the extent required to comply with its obligations under applicable laws and regulations.
These Terms supersede and replace any other agreement or communication purporting to govern the legal relationship between you, GSA or any Fund, as applicable, in respect of the matters discussed herein.
GSA may amend these Terms from time to time in its discretion.
GSA is authorised and regulated in the conduct of investment business in the United Kingdom by the Financial Conduct Authority.
"Tradelab" is a trade mark of GSA and all materials contained on Tradelab constitute intellectual property rights of GSA. All rights reserved.
These Terms shall continue until terminated by any of you, GSA or a relevant Fund, as applicable.
You may not, without GSA’s prior written consent, transfer or assign any rights or obligations under these Terms. GSA or any Fund, as applicable, may assign these Terms to an affiliate or a successor entity.
The invalidity of part of these Terms shall not affect the validity of the remainder.
These Terms, any non-contractual obligations arising out of or in connection with them and all disputes arising from your use of Tradelab, will be governed by and construed in accordance with English law, and the courts of England will have exclusive jurisdiction thereover.
Notifications in relation to any dispute in connection with these terms may be delivered by email to your current client contact at GSA, and by GSA or the Funds by email to their current client contact with you.