Terms of Service

1. Parties and Acceptance

These Terms of Service (“Terms”) form a binding agreement between you (“Adviser”, “you”) and ProsperityLab Technology Ltd (“Company”, “we”, “us”) governing your access to and use of the ThinkingWealth Adviser platform (“Platform”). By creating an account or using the Platform, you accept these Terms in full. If you do not agree, do not use the Platform.

If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms.

2. The Platform

The Platform is a white-label software-as-a-service product that enables financial advisers to operate their own robo-advisory service. It provides portfolio construction tools, client management, an investor portal, analytics, and connectivity to third-party brokerage partners for trade execution.

3. Eligibility

You must be at least 18 years old, a duly licensed or registered financial adviser (or operating in a jurisdiction where no licence is required for the activities you undertake), and authorised to enter into these Terms. We may request proof of regulatory status at any time and may suspend your account if satisfactory evidence is not provided.

4. Your Account

You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. You must notify us immediately at security@thinkingwealth.ai if you suspect unauthorised access. We are not liable for losses arising from compromised credentials that are not attributable to our fault.

You agree to provide accurate, current, and complete registration information and to update it promptly if it changes.

5. Adviser Responsibilities

As the adviser using the Platform to serve your clients, you are responsible for ensuring that your use of the Platform complies with all applicable laws and regulations in your jurisdiction, including licensing, suitability, anti-money laundering, and data protection requirements. You are the data controller for your end-investor data and must have appropriate legal bases and privacy notices in place. You must not use the Platform in any jurisdiction where doing so would violate local law. You are responsible for the accuracy and appropriateness of all model portfolios, risk profiles, and investment recommendations you configure or deliver through the Platform.

We provide the technology infrastructure. The advisory relationship is between you and your clients.

6. End-Investor Relationship

Your clients (“End Investors”) access the Platform through your white-labelled portal. You are responsible for your own terms of service and privacy policy governing the End Investor relationship. We have no direct contractual relationship with your End Investors and no liability to them for investment outcomes, suitability of advice, or regulatory compliance of your practice.

7. Subscription and Fees

Platform access is provided on a subscription basis. Pricing, features included in each tier, and billing frequency are as published on our pricing page or as agreed in a separate order form. We process payments through Stripe. By subscribing, you authorise recurring charges to your designated payment method.

We may change pricing with at least 30 days’ written notice. If you do not accept a price change, you may cancel your subscription before the new price takes effect.

All fees are exclusive of applicable taxes (including VAT), which will be added where required. Fees are non-refundable except where required by law or as expressly stated in a separate order form.

8. Third-Party Integrations

The Platform connects to third-party brokerage partners, payment processors, and other services. Your use of these integrations is subject to the third party’s own terms and conditions. We facilitate connectivity but are not responsible for the availability, accuracy, or performance of third-party services. Brokerage account agreements, custody arrangements, and trade execution are between you (or your clients) and the brokerage partner.

9. Intellectual Property

We own all rights in the Platform, including its software, algorithms, interfaces, documentation, and branding (excluding your uploaded brand assets). We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Platform for the duration of your subscription, solely for the purpose of operating your advisory practice.

You retain ownership of your brand assets, client data, portfolio configurations, and content uploaded to the Platform. You grant us a limited licence to host, display, and process this data solely for the purpose of providing the Platform services.

You must not reverse-engineer, decompile, or disassemble any part of the Platform, sublicense or resell access to the Platform (other than providing End Investor access through your branded portal as intended), or remove or alter any proprietary notices in the underlying software.

10. Data Processing

Our collection and use of personal data is governed by our Privacy Policy. Where we process End Investor data on your behalf, we do so as a data processor and will enter into a Data Processing Agreement upon request. We implement security measures as described in the Privacy Policy and will assist you in meeting your data protection obligations to the extent reasonably required.

11. Availability and Support

We target 99.5% uptime for the Platform on a monthly basis, excluding scheduled maintenance. We will provide reasonable advance notice of planned downtime. We do not guarantee uninterrupted access, and temporary outages do not constitute a breach of these Terms. Support is available via email at support@thinkingwealth.ai, with response times dependent on your subscription tier.

12. Limitation of Liability

To the maximum extent permitted by DIFC law, our total aggregate liability to you for any claims arising out of or related to these Terms or the Platform shall not exceed the fees paid by you in the 12 months preceding the claim.

We are not liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, loss of data, or loss of business opportunity, regardless of whether we were advised of the possibility of such damages.

We are not liable for investment losses incurred by you or your End Investors, actions or omissions of third-party brokerage partners or payment processors, your failure to comply with applicable laws or regulations, or data loss resulting from your failure to maintain adequate backups.

Nothing in these Terms excludes or limits liability for fraud, death or personal injury caused by negligence, or any liability that cannot be excluded under DIFC law.

13. Indemnification

You agree to indemnify and hold harmless ProsperityLab Technology Ltd and its officers, directors, and employees from any claims, liabilities, damages, costs, and expenses (including reasonable legal fees) arising from your use of the Platform, your breach of these Terms, your breach of applicable law or regulation, the investment advice or services you provide to End Investors, or any dispute between you and your End Investors.

14. Suspension and Termination

Either party may terminate these Terms with 30 days’ written notice. We may suspend or terminate your access immediately if you breach these Terms and fail to cure within 14 days of written notice, you engage in fraudulent or illegal activity, your regulatory licence is revoked or suspended, or continued provision of service would expose us to legal or regulatory risk.

Upon termination, your access to the Platform will cease. You may request an export of your data within 30 days of termination. After 30 days, we may delete your data except where retention is required by law.

15. Modifications

We may update these Terms from time to time. Material changes will be notified via email at least 30 days before taking effect. Continued use of the Platform after the effective date constitutes acceptance. If you do not agree to updated Terms, your sole remedy is to terminate your account before the changes take effect.

16. Governing Law and Disputes

These Terms are governed by and construed in accordance with the laws of the Dubai International Financial Centre. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the DIFC Courts, provided that we may seek injunctive relief in any court of competent jurisdiction to protect our intellectual property or confidential information.

17. General

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions continue in full force and effect. Our failure to enforce any right or provision does not constitute a waiver. These Terms, together with the Privacy Policy and any order form, constitute the entire agreement between you and us regarding the Platform. You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

18. Contact