FundPortal - Customer Terms for Web Service Agreement
Definitions
In this agreement, the following words have the following meanings:
"Administrator Logins" means logins for read-write use of the Web Service.
"Business Day" means a weekday other than a day which is a public holiday in England.
"Customer Data" means data which is uploaded to the Web Service by the Customer, but excluding (i) personal data, and (ii) data which originates from Edgefolio or its licensors.
"Customer Personnel" means individuals who are (i) full or part-time employees of the Customer, (ii) directors or officers of the Customer, or (iii) consultants or contractors of the Customer operating under a written contract with the Customer.
"User Logins" means logins for read-only use of the Web Service.
"Users" means individuals who are investors (or potential investors) or are on the staff of investors (or potential investors), where the Customer wishes to make its fund data available to those investors through the Web Service.
"Web Service" means the web service known as FundPortal which is hosted at fundportal.io and is operated by Edgefolio.
Web service
Edgefolio shall use reasonable efforts to keep the Web Service available for online use by the Customer and the Users at all times.
Upon becoming aware of any interruption to the availability or functionality of the Web Service, Edgefolio shall use reasonable efforts to restore the availability and functionality.
Use of web service
The Customer shall only use the Web Service in the manner permitted by its ordinary operation when accessed with Administrator Logins. In connection with this use, the Customer may:
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invite individuals to obtain a User Login from Edgefolio, but only where these individuals are Users and are legally permitted to invest in alternative collective investment schemes;
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use Administrator Logins to issue further Administrator Logins (where this functionality is available), but only to individuals who are the Customer's Personnel;
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include limited excerpts of the data obtained from the Web Service in the Customer's reports and presentations to its clients and prospective clients;
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store Customer Data on the Web Service.
The Customer acknowledges that the Morningstar benchmark data on the Web Service is subject to the additional terms and disclaimers in the section titled Morningstar benchmark data. The Customer further acknowledges that using other Third Party benchmark data on the Web Service is subject to the additional terms and disclaimers in the section titled Third party data licence requirements.
The Customer shall not:
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download or copy any data from the Web Service other than by ordinary use of the tools provided by the Web Service for this purpose;
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distribute to third parties any of the data available from the Web Service other than where expressly permitted by this agreement;
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use any data from the Web Service to create marketing lists or customer lists of funds where the Customer does not have a pre-existing business connection with those funds;
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provide any third party with access to the Web Service other than where expressly permitted by this agreement;
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use the Web Service to send unsolicited communications;
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use the Web Service to store data which infringes the rights of third parties or breaches applicable law;
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attempt to disrupt the Web Service, or the computer systems used to make the Web Service available;
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attempt to access Edgefolio's computer systems or those of its suppliers, other than as part of the Customer's permitted use of the Web Service.
The Customer Data is not subject to any restrictions on distribution in this agreement.
Edgefolio may impose a limit on the amount of Customer Data stored on the Web Service by giving the Customer no less than 7 days' written notice. This limit will not be less than 1 GB.
Administrator logins
Edgefolio shall issue an Administrator Login to each of the Customer's Personnel who requests one.
The Customer shall ensure that the Customer's Personnel keep their Administrator Logins secure. The Customer shall promptly notify Edgefolio where any of the Administrator Logins become known to anyone other than the individual it was issued to.
Edgefolio may terminate an Administrator Login where Edgefolio reasonably believes that it has been compromised or is not being used in compliance with this agreement.
Edgefolio may suspend all Administrator Logins and User Logins where Edgefolio reasonably believes that the Customer has breached this agreement. Edgefolio may continue this suspension until the breach has been remedied to its reasonable satisfaction.
Users
Edgefolio may terminate a User Login where one or both of the following apply:
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Edgefolio reasonably believes that the User Login has been compromised;
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the User has breached the terms of their agreement with Edgefolio.
Edgefolio may refuse to issue a further User Login to a User where Edgefolio has previously terminated their User Login for breach of their agreement with Edgefolio.
Edgefolio may impose a limit on the number of User Logins which the Customer is permitted to authorise by giving the Customer no less than 7 days' written notice. This limit will not be less than 2,000 User Logins.
Customer data
As between the Customer and Edgefolio, the Customer owns all rights in the Customer Data.
The Customer grants Edgefolio a non-exclusive licence to use the Customer Data, but solely for and to the extent necessary to provide the Web Service in accordance with this agreement.
For those periods where the Customer has selected the option to share its fund data, the Customer grants Edgefolio a non-exclusive licence to make this fund data available to users of similar fund management services provided by Edgefolio.
Personal data
In this section:
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"Data Services" means the services provided by Edgefolio under this agreement which involve the processing of personal data.
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"Personal Data Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, the Subject Data.
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"Processor Personnel" means individuals working as a director, employee, consultant or contractor for Edgefolio who require access to the Subject Data in order for Edgefolio to perform the Data Services.
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"Subject Data" means the personal data of Users which is obtained by Edgefolio in connection with their registration for a User Login, their use of the Web Service, and their related dealings with Edgefolio.
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the terms process (and its derivatives), personal data, data controller, data processor and data subject have the meanings given to them under Regulation (EU) 2016/679.
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The parties intend that the Customer will be the data controller and Edgefolio will be the data processor in respect of the Subject Data.
General
The Customer and Edgefolio shall comply with their respective obligations under data protection laws in respect of the Subject Data. Edgefolio shall demonstrate its compliance with those laws and its obligations under this section on personal data by providing any relevant information or documents requested by the Customer.
Edgefolio shall not process the Subject Data other than in accordance with one or more of the following:
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the terms of this agreement (including schedule 1);
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written instructions from the Customer;
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compliance with the laws of the European Union or a member state (but before undertaking processing on this ground, Edgefolio shall inform the Customer of the details of the required processing unless the applicable law prohibits this for reasons of important public interest).
Edgefolio shall:
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promptly notify the Customer if it believes an instruction received from the Customer in connection with the Subject Data infringes applicable data protection laws;
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maintain appropriate technical and organisational measures against unauthorised or unlawful processing of the Subject Data and against accidental loss or corruption of the Subject Data;
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assist the Customer to comply with its obligations on data protection impact assessments and to comply with its obligations on consultations with supervisory authorities in respect of the Subject Data.
Processor personnel
Edgefolio shall ensure that:
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no individual working for Edgefolio has access to the Subject Data other than the Processor Personnel;
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the Processor Personnel are aware of Edgefolio's obligations under this section on personal data and process the Subject Data in accordance with those obligations only;
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the Processor Personnel are subject to appropriate obligations of confidentiality;
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it takes reasonable steps to check the reliability and integrity of the Processor Personnel;
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the Processor Personnel have undertaken adequate training on the handling of personal data and repeat this training at appropriate intervals during this agreement.
Data subject rights
If Edgefolio receives a request from a User who is exercising their data protection rights in respect of the Subject Data (a “Request”), Edgefolio shall promptly notify the Customer of the Request. Edgefolio shall not respond to the Request other than where given written instructions to do so by the Customer or where required to do so by applicable law. Edgefolio shall take all steps requested by the Customer to discharge the Customer’s obligations to the User in respect of the Request.
Data breach
If Edgefolio becomes aware of a Personal Data Breach, it shall promptly notify the Customer of the occurrence of the Personal Data Breach. Edgefolio shall also:
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promptly take steps to terminate the Personal Data Breach;
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promptly investigate the cause and effects of the Personal Data Breach;
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promptly communicate the results of its investigation to the Customer (including reporting in phases as the investigation develops);
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promptly provide any additional information reasonably required fulfil the Customer's reporting obligations to data protection authorities and data subjects;
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conduct an appropriate review of its technical and organisational measures for the Subject Data, report the outcome of that review to the Customer, and implement any changes which are reasonably necessary to prevent a reoccurrence of the Personal Data Breach.
Sub-contracting
The Customer authorises Edgefolio to sub-contract the storage of the Subject Data to AWS, Azure or Google or to similar third parties who are capable of providing the level of protection of personal data required by this agreement. Edgefolio will be liable to the Customer for conduct by a sub-contractor which is prohibited by this agreement and for conduct which would have constituted a breach of this agreement if done by Edgefolio.
Auditing
At the written request of the Customer, Edgefolio shall arrange for independent data security professionals hired by the Customer (the “Auditors”) to have prompt access to the records, information, staff, and premises of Edgefolio which are necessary to verify Edgefolio's compliance with its obligations under this section on 'personal data'. The access to staff and premises under this clause will be limited to access during their ordinary business hours.
The information obtained by the Auditors in verifying compliance will be deemed to be confidential information of Edgefolio. This information may be disclosed to and used by the Customer for the purpose of this section on 'personal data' only. But Edgefolio may prohibit the Auditors from disclosing details of their technical and organisational measures to the Customer where the secrecy of those measures contributes significantly to their effectiveness.
Post-termination
Within 30 days of termination of this agreement, Edgefolio shall deliver to the Customer a copy of the Subject Data in such form as is reasonably acceptable to the Customer. Following written confirmation of safe receipt by the Customer, Edgefolio shall destroy or permanently delete all remaining copies of the Subject Data within its possession or control unless Edgefolio is required to retain the Subject Data in order to comply with applicable law.
Limitation of Liability
The Customer acknowledges that:
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the Web Service provides information not investment advice;
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the Customer is responsible for its own regulatory compliance (including in choosing to use the Web Service);
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the Customer is responsible for checking the accuracy of the Customer's fund data on the Web Service (including data produced through use of the Web Service);
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Edgefolio is not responsible for the accuracy of data on the Web Service where this data is provided by third parties;
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the Customer is not relying on the Web Service to be available at all times or any particular time;
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the Customer is responsible for retaining a backup copy of the Customer Data;
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the Customer is responsible for maintaining appropriate technical and organisational measures to protect its IT systems against viruses and malware from external sources (including the Web Service);
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the annual charge for the Web Service has been set on the basis of the liability limits in this agreement.
Nothing in this agreement applies to any claim for:
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death or personal injury resulting from negligence;
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fraud or fraudulent misrepresentation;
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breach of the confidentiality provisions in the section on 'confidential information'.
The damages payable by Edgefolio to the Customer in connection with this agreement are limited to an aggregate total of £10,000, irrespective of the number of claims and whether individual claims are for breach of this agreement or a duty of care, or for misrepresentation. But this aggregate total amount is not reduced by claims exempted by the previous clause.
The damages payable by Edgefolio to the Customer in connection with this agreement (including for breach of this agreement or a duty of care, or for misrepresentation) exclude the Customer's damages or losses arising from:
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investment decisions made by the Customer;
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loss of Customer Data;
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loss of goodwill or reputation;
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liabilities to third parties, including Users;
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the Customer’s special circumstances (even if those circumstances were known to Edgefolio).
Accelerated Payment
Where the Customer has failed to pay an invoice by its due date, then:
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within 14 days of a written request by Edgefolio, the Customer shall pay (i) all the charges for the Web Service which are already payable, and (ii) all the charges for the Web Service which will become payable before the next renewal date (together the "Balance");
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where 14 days have elapsed from its written request without full payment of the Balance, Edgefolio may suspend all Administrator Logins and User Logins until the Balance has been paid (including any applicable interest).
Termination
Where the Customer is using the Web Service on a trial or free basis, Edgefolio may terminate this agreement at any time without prior notice.
Edgefolio will have a right to terminate this agreement where the Customer has failed to pay an invoice by its due date and the invoice remains outstanding on the date the notice of termination is sent to the Customer.
The Customer will have a right to terminate this agreement where Edgefolio reduces the functionality of the Web Service and this significantly changes the nature of the Web Service or significantly reduces the effectiveness of the Web Service. This right to terminate will end 30 days after the first Business Day on which the change to the functionality takes effect, and any notice of termination must be sent before the expiry of the 30 days.
A party will have a right to terminate this agreement where any of the following have occurred:
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the other party has breached this agreement and has failed to remedy that breach to the satisfaction of the innocent party (acting reasonably) within 14 days of being sent a written notice to do so;
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a resolution is passed or an order is made for the winding up of the other party;
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a receiver, liquidator, administrator, administrative receiver, or similar officer is appointed in respect of all or any part of the other party’s assets;
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the other party enters into an arrangement with its creditors or any class of its creditors;
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the other party ceases (or announces an intention to cease) its current business.
Where a party has a right of termination (other than Edgefolio's right of termination of a trial or free use), it may only exercise that right by giving written notice to the other party of the date on which the termination will occur (provided this termination date does not fall any earlier than the 7th day after the date of the written notice). This agreement will then terminate at the end of the termination date specified in the written notice.
Each written notice given under this clause 9 will only be valid if it has been posted and emailed on the date of the notice, and this has been done on a Business Day.
Consequences of termination
On termination of this agreement, the Customer shall cease to use the Web Service and Edgefolio may cancel all Administrator Logins and User Logins.
Where the Customer has made an advance payment for the Web Service and this agreement is terminated for changes to the Web Service (under the section on 'termination'), Edgefolio shall refund the advance payment pro rata for the unused period after the termination date.
Termination does not affect any rights of the parties which have accrued up to the date of termination.
Confidential Information
The parties have shared and might continue to share with each other certain confidential information.
In respect of any confidential information received from the disclosing party:
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the receiving party shall keep the confidential information secure;
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the receiving party shall not use the confidential information other than for the purposes of this agreement;
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the receiving party shall not disclose the confidential information to any third party other than where this is necessary for the purposes of this agreement and is on terms obliging the third party to maintain confidentiality.
This agreement may be disclosed by a party to:
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its professional advisors (where the disclosure is in connection with their supply of professional services);
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persons (and their professional advisers) who are conducting due diligence for a proposed investment, business acquisition, or financing in relation to that party or its affiliates
provided that the disclosure in each case is on terms appropriate to maintain confidentiality.
The confidentiality provisions in this section on 'confidential information' will survive the termination of this agreement.
Edgefolio may identify the Customer as a customer of Edgefolio in its marketing materials and press releases, and may use the trade marks of the Customer for these purposes where this use is consistent with the brand guidelines provided by the Customer.
Miscellaneous
An amendment to this agreement (even where not supported by further consideration) will be deemed binding if made and accepted in writing as an amendment by the authorised representatives of the parties. An amendment made by any other means will be void.
Any assignment of this agreement (including rights or obligations under this agreement) will be void, unless made with the written consent of the other party.
If this agreement is executed in counterparts, then all the counterparts constitute one agreement.
A remedy made available to a party by this agreement does not exclude other remedies, unless the remedy is stated to be a sole remedy.
None of the terms of this agreement are enforceable by any person other than the parties to this agreement and their permitted assignees.
Law and jurisdiction
The laws of England apply to this agreement.
The courts of England have exclusive jurisdiction to settle any dispute or claim between the parties which arises in connection with this agreement.
Morningstar benchmark data
All Rights Reserved.
The information, data, analyses and opinions ("Information") contained herein: (1) include the confidential information and proprietary information of Morningstar; (2) may not be copied or redistributed; (3) do not constitute investment advice; (4) are provided solely for informational purposes; (5) are not warranted to be complete, accurate or timely; and (6) may be drawn from fund data published on various dates.
Morningstar is not responsible for any trading decisions, damages or other losses related to the Information or its use. Please verify all of the Information before using it and don't make any investment decisions except upon the advice of a professional financial adviser. Past performance is no guarantee of future results. The value and income derived from investments may go down as well as up.
Third party data licence requirements
If the Customer requests the use of Third Party Data as benchmarks on the Web Service, the Customer will be required: (i) to obtain a direct licence from the relevant Third Party Licensor(s) in respect of Licensee’s use of that Third Party Data; and (ii) to comply with the terms of that license in order to receive the data as part of the Web Service.
Additional Fees – In all cases, Licensee may be charged Third Party Fees for use of any Third Party Data delivered as part of or used in conjunction with the Web Service.
Schedule 1 – data processing
Subject matter of processing: a platform to enable the Customer to make their fund data available to Users and to track the use of this fund data by Users.
Duration of processing: the duration of this agreement, together with any additional period necessary to complete the process of delivering up the collected personal data to the Customer.
Nature and purpose of processing: tracking the use by Users of the Customer's pages on the Web Service in order for the Customer to identify possible marketing opportunities.
Types of personal data to be processed:
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business contact details
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basic job information
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all the pages and documents that are clicked on by Users (and the times when this occurs)
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the IP address, type of device, and browser used by Users to access the Web Service
Categories of data subjects to be processed: individuals who are investors (or potential investors) in the Customer's funds or who are on the staff of investors (or potential investors) in the Customer's funds.
FundPortal - Users Terms for Web Service
You will be deemed to have accepted the terms of this agreement with Edgefolio where you use your User Login to access the Web Service.
Edgefolio may amend the terms of this agreement by giving you written notice of the amended terms and the date on which they are to take effect (the "Amendment Date"). This notice will only be valid if Edgefolio sends the notice to the current email address associated with your User Login no less than 7 days before the Amendment Date. You will be deemed to have accepted the amended terms if you use your User Login to access the Web Service after the Amendment Date.
Definitions
In this agreement, the following words have the following meanings:
"Edgefolio" means company incorporated in England and Wales under company number 09721556.
"Fund Manager" means the fund manager who, under the terms of its agreement with Edgefolio, has invited you to obtain a User Login.
"User Login" means the login issued to you for read-only use of the Web Service.
"Web Service" means the web service known as FundPortal which is hosted at fundportal.io and is operated by Edgefolio.
Web service
In return for the information provided by you as part of your registration for your User Login, Edgefolio shall use reasonable efforts to keep the Web Service available for online use by you at all times.
Upon becoming aware of any interruption to the availability or functionality of the Web Service, Edgefolio shall use reasonable efforts to restore the availability and functionality.
Permitted use
You shall only use the Web Service in the manner permitted by its ordinary operation when accessed with your User Login. In connection with this use, you may access the fund data of the Fund Manager.
Use restrictions
You shall not:
- use the Web Service for any purpose other than accessing the fund data of the Fund Manager in the ordinary course of business;
- download or copy any data from the Web Service other than by ordinary use of the tools provided by the Web Service for this purpose;
- distribute to third parties any of the data available from the Web Service;
- provide any third party with access to the Web Service;
- attempt to disrupt the Web Service, or the computer systems used to make the Web Service available;
- attempt to access the computer systems used to make the Web Service available, other than as part of your permitted use of the Web Service
You acknowledge that the Morningstar benchmark data on the Web Service is subject to the additional terms and disclaimers in Schedule 1.
No investment advice
You acknowledge that the Web Service provides information, not investment advice.
Reliance
You acknowledge that the information contained in the Web Service does not provide a sufficient basis for making a fully informed decision.
Risk Warning
You acknowledge the following:
- investment involves a significant risk of loss as well as gains.
- past performance is not indicative of future results.
- returns may increase or decrease as a result of currency fluctuations
UK Users Provision
The information on the Web Service is meant for persons who are legally permitted to invest in alternative collective investment schemes, namely those who qualify as Professional Clients and Eligible Counterparties under FCA rules and those who are contained within the persons described in COBS 4.12 of the FCA Handbook.
AIFMD
Nothing on the Web Service is to be construed as an offering or an invitation to make an offer to subscribe for a particular investment.
Accuracy
You acknowledge that the data on the Web Service might not be accurate or complete.
Links
The Web Service might contain links to third party websites and services. You acknowledge that the accuracy, reliability or completeness of the content contained on any third party website is the responsibility of the provider of the third party website. You also acknowledge that you are leaving the Web Service when clicking on these links.
Limitation of Liability
You acknowledge that:
- you are not relying on the Web Service to be available at all times or any particular time;
- you are responsible for maintaining appropriate technical and organisational measures to protect your IT systems against viruses and malware from external sources (including the Web Service).
Nothing in clauses 12.3 and 12.4 applies to any claim for:
- death or personal injury resulting from negligence;
- fraud or fraudulent misrepresentation.
The damages payable by Edgefolio to you in connection with this agreement are limited to an aggregate total of £1,000, irrespective of the number of claims and whether individual claims are for breach of this agreement or a duty of care, or for misrepresentation.
The damages payable by Edgefolio to you in connection with this agreement (including for breach of this agreement or a duty of care, or for misrepresentation) exclude damages or losses arising from:
- investment decisions made by you;
- loss of revenue or profit;
- loss of anticipated savings;
- loss of goodwill or reputation;
- liabilities to third parties;
- your special circumstances (even if those circumstances were known to Edgefolio).
Suspension
Edgefolio may suspend your User Login where Edgefolio reasonably believes that the Fund Manager is in breach of its agreement with Edgefolio. Edgefolio may continue this suspension until the Fund Manager's breach has been remedied to Edgefolio's reasonable satisfaction.
Termination
Edgefolio may terminate this agreement without prior notice where you are in breach of clauses 3.1 or 4.1.
Edgefolio may give written notice to you of the date of termination for this agreement provided that the termination date is 7 days or more after the date of the written notice. This agreement will then terminate at the end of the termination date specified in the written notice.
You may terminate this agreement by giving written notice to Edgefolio.
A notice of termination under clauses 14.2 or 14.3 will only be valid if it has been emailed to support@edgefolio.com (for notices to Edgefolio), or to the current email address associated with your User Login (for notices to you).
Consequences of termination
On termination of this agreement, you shall cease to use the Web Service and Edgefolio may terminate your User Login.
Termination does not affect any rights of the parties which have accrued up to the date of termination.
Confidential Information
The parties might share with each other certain confidential information.
In respect of any confidential information received from the disclosing party:
- the receiving party shall keep the confidential information secure;
- the receiving party shall not use the confidential information other than for the purposes of this agreement;
- the receiving party shall not disclose the confidential information to any third party other than where this is necessary for the purposes of this agreement and is on terms obliging the third party to maintain confidentiality.
Miscellaneous
This agreement contains the whole agreement between the parties in respect of the use of the Web Service. It supersedes all prior agreements between them relating to this subject matter.
Any implied term, condition or warranty in respect of the Web Service is excluded from this agreement, but only where the exclusion is permitted by law.
Any assignment of this agreement (including rights or obligations under this agreement) will be void, unless made with the written consent of the other party.
A remedy made available to a party by this agreement does not exclude other remedies, unless the remedy is stated to be a sole remedy.
None of the terms of this agreement are enforceable by any person other than the parties to this agreement.
Law and jurisdiction
The laws of England apply to this agreement.
The courts of England have exclusive jurisdiction to settle any dispute or claim between the parties which arises in connection with this agreement.
Morningstar benchmark data
All Rights Reserved.
The information, data, analyses and opinions ("Information") contained herein: (1) include the confidential information and proprietary information of Morningstar; (2) may not be copied or redistributed; (3) do not constitute investment advice; (4) are provided solely for informational purposes; (5) are not warranted to be complete, accurate or timely; and (6) may be drawn from fund data published on various dates.
Morningstar is not responsible for any trading decisions, damages or other losses related to the Information or its use. Please verify all of the Information before using it and don't make any investment decisions except upon the advice of a professional financial adviser. Past performance is no guarantee of future results. The value and income derived from investments may go down as well as up.