Terms of Use and Subscription

DRAFT for Daniel's review. Version 0.2, 09/08/2026: rewritten for a paid, public, consumer subscription at £100 per month collected by Direct Debit. Carries through the 09/08/2026 round 1 fix on instrument scope (shares, indices, ETFs, foreign exchange and cryptoassets). Not in force. Not to be published without review by a financial services regulation solicitor and Daniel's explicit approval.

1. Who we are

1.1 The portal at tools.danielwalsh.ai (the "Portal") is operated by Knowles Farm Ltd, trading as danielwalsh.ai ("we", "us"). Company number 15179349 (England and Wales). Registered office: 453 Carr Place, Walton Summit Centre, Preston, PR5 8AU. Contact: hello@danielwalsh.ai.

1.2 We are not authorised or regulated by the Financial Conduct Authority.

2. These terms

2.1 These terms are the contract between you and us for your subscription to the Portal. By creating an account and subscribing, you agree to them. If you do not agree, do not subscribe.

2.2 We may change these terms. We will tell you about material changes by email at least 30 days before they take effect. If you do not accept a change, you can cancel under clause 8 before it takes effect. If you keep your subscription after that, the new terms apply to you.

2.3 These terms are written for individual consumers in the United Kingdom. You must be at least 18 and hold a UK bank account that accepts Direct Debits.

3. Your account

3.1 To subscribe you must create an account, verify your email address, and set up a Direct Debit mandate and subscription. Your account is personal to you.

3.2 Do not share your login details or let anyone else use your account. Keep your password secure and tell us promptly if you think someone else has used it.

3.3 You must give us accurate account and payment details and keep them up to date.

4. What the Portal is, and what it is not

4.1 The Portal reports historical statistics about price patterns in shares, indices, ETFs, foreign exchange and cryptoassets, for education and research only. It shows how often a pattern was followed by a given move over a chosen holding period in past market data, with sample sizes, and whether a pattern is present now.

4.2 Nothing on the Portal is investment advice, a personal recommendation, or an invitation or inducement to buy, sell or hold any investment. The Portal does not know your circumstances and does not assess whether any investment is suitable for you.

4.3 Your subscription pays for access to a research tool. It does not buy investment advice, portfolio management or any other financial service, and paying for access does not change anything in this clause.

4.4 Using the Portal does not create any advisory, fiduciary or client relationship between you and us.

4.5 Past performance does not predict future results. Your capital is at risk. You alone are responsible for your investment decisions. If you are unsure, take advice from a financial adviser authorised by the Financial Conduct Authority.

5. Your subscription and the price

5.1 Your subscription starts on the day you complete signup and we confirm it (your "start date"). Access to the Portal begins on your start date, even though the first Direct Debit collection happens several working days later (see clause 6). Each monthly period runs from your start date, not from the day a payment is collected.

5.2 The price is £100 per calendar month, including VAT.
[Resolved in part 09/08/2026: Knowles Farm Ltd is confirmed VAT registered (VAT number GB 472 574 274), so the consumer-facing price must be shown VAT-inclusive. "£100 including VAT" follows the accountant's recommendation in ACCOUNTS-vat-memo.md section 2, under which KF Ltd keeps £83.33 net of each £100. Daniel to confirm before publication that £83.33 net per subscriber is acceptable; the alternative is a £120 display price.]

5.3 The subscription renews automatically each month until you cancel or we end it under these terms.

6. Paying by Direct Debit

6.1 Payment is collected by Direct Debit through the Bacs scheme, using our payment provider GoCardless. When you subscribe you authorise a Direct Debit mandate on your bank account.

6.2 The first collection is not instant. A new mandate has to be processed by the banks, so the first payment usually leaves your account several working days after signup, typically within seven working days. Your access starts on your start date all the same, and the first collection covers your first monthly period from that date. Later collections are made monthly.

6.3 You will receive advance notice of the amount and date of each collection before it is taken, in line with the Direct Debit scheme rules.

6.4 The Direct Debit Guarantee sits alongside these terms and is not affected by them. It is given by your bank, not by us. In short: if an error is made in the payment of your Direct Debit, by us or your bank, you are entitled to a full and immediate refund from your bank, and you can cancel the mandate with your bank at any time. Details: https://www.directdebit.co.uk/direct-debit-guarantee/

6.5 Cancelling the mandate with your bank stops payment but does not by itself cancel your subscription. Please also cancel with us under clause 7 or 8 so we can close things off properly.

7. Your 14-day right to cancel (cooling-off)

7.1 As a consumer buying at a distance, you have the right to cancel this contract within 14 days without giving any reason, under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. The cancellation period ends 14 days after the day your subscription starts.

7.2 Because you asked us to start your subscription straight away (see clause 7.5), access begins on your start date rather than after the 14 days are up.

7.3 To cancel, tell us by a clear statement before the cancellation period ends: email hello@danielwalsh.ai or use your account page. You may use the cancellation form at Annex 1, but you do not have to.

7.4 If you cancel within the 14 days, you pay only a proportionate share of the monthly price for the period from your start date up to the day you told us you were cancelling, worked out as a daily rate of the monthly price. We will refund the rest of anything you have already paid within 14 days of your cancellation, to the bank account your Direct Debit is drawn on. If nothing has been collected yet, we will collect only the proportionate amount, or nothing if none is due.

7.5 We are only allowed to charge for the days before your cancellation because you expressly asked us to start supplying the service during the cancellation period. That request is made by the checkbox you tick at signup, set out at Annex 2. If you do not tick it, your subscription and your access will not start until the cancellation period has ended.

8. Cancelling after the first 14 days, and refunds

8.1 You can cancel at any time, with effect from the end of your current monthly period: email hello@danielwalsh.ai or use your account page.

8.2 When you cancel, your access continues to the end of the monthly period you have paid for, then stops. No further collections are made.

8.3 We do not refund the unused part of a monthly period that has already started. This does not affect your cooling-off right under clause 7 or your statutory rights under clause 15.4, and it does not cut across the Direct Debit Guarantee, which covers collection errors.

9. Price changes

9.1 We may change the price. We will give you at least 30 days' notice by email before a new price takes effect, and it will only apply from your next monthly period after the notice period ends.

9.2 If you do not accept the new price, cancel under clause 8 before it takes effect and you will not pay it. Keeping your subscription after the change takes effect means you accept the new price. You will also receive Direct Debit advance notice of the changed amount under clause 6.3.

10. Failed payments and suspension

10.1 If a Direct Debit collection fails, we may suspend your access while the amount is unpaid. We will tell you by email and, where the scheme allows, re-present the collection.

10.2 Once the outstanding amount is paid, we will reinstate your access promptly.

10.3 If the amount remains unpaid for [30] days [NEED FROM ME: confirm the grace period], we may cancel your subscription and close your account. You remain liable for amounts due for periods in which you had access.

10.4 Suspension under this clause does not extend a monthly period or move your billing date.

11. Permitted use

11.1 You may use the Portal for your own personal, non-commercial research and education only.

11.2 You must not:
(a) use the Portal, or anything taken from it, to give investment advice or recommendations to anyone else;
(b) share, publish or redistribute reports, screenshots or data from the Portal;
(c) scrape, bulk-download or systematically extract data from the Portal;
(d) resell or commercialise access to the Portal or any of its output;
(e) use the Portal unlawfully, or in a way that damages it or interferes with other users.

12. Data and availability

12.1 The statistics are generated from third-party data sources that are free of charge. We do not verify them. Prices and other data may be delayed, adjusted, incomplete or wrong, and our calculations may contain errors.

12.2 We will supply the Portal with reasonable care and skill, but we do not promise that it will be uninterrupted, error-free or available at any particular time, and we may carry out maintenance, and change or improve features, without notice.

12.3 We may change the set of instruments or markets the Portal covers. If we make a change that significantly reduces what the Portal does, we will tell you by email and you can cancel under clause 8.

12.4 If we withdraw the Portal entirely, we will give you at least 30 days' notice by email and refund the proportionate part of any monthly period you have paid for but will not receive.

12.5 So far as the law allows, and subject to clause 15.4, we exclude terms that might otherwise be implied into these terms beyond those stated here and those the law gives you as a consumer.

13. Intellectual property

13.1 The Portal, its content and its software belong to us or our licensors. We give you a personal, non-transferable licence to use the Portal under these terms, which ends when your access ends.

13.2 Underlying market data remains subject to the terms of the sources it comes from.

14. Your personal data

14.1 We hold account, payment and usage data (such as your name, email address, Direct Debit details held via GoCardless, and activity on the Portal) and handle it in line with UK data protection law and our privacy notice at tools.danielwalsh.ai/privacy. [The notice is drafted at LEGAL-privacy-notice.md and covers GoCardless as a recipient of payment data; the page goes live with the Portal when DNS lands.]

15. Our liability to you

15.1 Nothing in these terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else the law does not allow us to exclude or limit.

15.2 You are responsible for your own investment decisions. So far as the law allows, we are not liable for any loss arising from a decision to buy, sell, hold or not deal in any investment, whether or not the Portal was a factor in that decision.

15.3 So far as the law allows, we are not liable for loss of profit, loss of business, loss of data or indirect losses, and our total liability to you in connection with the Portal is limited to the subscription fees you paid in the 12 months before the event giving rise to the claim [NEED FROM ME: confirm this cap; the round 1 flat £100 figure no longer fits a paid product].

15.4 You have statutory rights as a consumer, including under the Consumer Rights Act 2015 (for example, the right to have a service performed with reasonable care and skill). Nothing in these terms affects any legal right you have that cannot be excluded or limited by agreement.

16. Ending these terms

16.1 You can cancel under clause 7 or clause 8 at any time.

16.2 We may suspend or close your account immediately if you break these terms or misuse the Portal. If we close your account for that reason, no refund is due for the current monthly period, so far as the law allows.

16.3 We may end your subscription for any other reason by giving you at least 30 days' notice by email, in which case we will refund the proportionate part of any period you have paid for but will not receive.

16.4 Clauses 4, 12.1, 13, 15, 17 and 18 continue to apply after your access ends.

17. General

17.1 These terms are the whole agreement between us about the Portal, but nothing in this clause limits liability for fraud.

17.2 You may not transfer your rights under these terms to anyone else. We may transfer ours to a successor of the business, provided your rights are not reduced.

17.3 If any part of these terms turns out to be unenforceable, the rest still stands. If we delay enforcing a term, we can still enforce it later.

17.4 No one other than you and us has any rights under these terms.

17.5 If you are unhappy with the Portal, contact hello@danielwalsh.ai and we will try to sort it out.

18. Governing law and jurisdiction

18.1 These terms, and any dispute about them or the Portal, are governed by the law of England and Wales.

18.2 The courts of England and Wales have jurisdiction. If you live in Scotland or Northern Ireland, you may also bring proceedings in your local courts.

Annex 1: cancellation form

You can use this form to cancel within the first 14 days, but you do not have to. Any clear statement works. (This follows the model form in the Consumer Contracts Regulations 2013, Schedule 3 Part B.)

Annex 2: signup page consent checkbox

The following appears as an unticked checkbox at the point the user creates the Direct Debit subscription, before access is granted. It cannot be pre-ticked and it cannot be buried in a link.