Terms of Service

1. Who these terms are between

The platform is operated by LEGAL ENTITY NAME, a company registered in JURISDICTION under number COMPANY REGISTRATION NUMBER, whose registered office is at REGISTERED OFFICE ADDRESS (“we”, “us”).

These terms apply between us and the organisation that has been granted a workspace, and to every individual who accesses that workspace. Where an individual accepts these terms on behalf of an organisation, they confirm they are authorised to do so.

2. What the platform is, and what it is not

The platform is software. It records assets, evaluates compliance rules that our customers configure, maintains a register of holdings, and produces reports from that record.

It does not do any of the following

• Give investment, legal, tax or accounting advice to anybody, in any circumstance.
• Make a recommendation about any instrument, or express a view on its merits.
• Value any asset. Figures shown are values recorded by a named source on a stated date, and are that source’s opinion rather than ours.
• Hold client money or custody client assets.
• Determine whether any person is eligible to invest. That decision is made by the issuer’s own compliance policy, which the issuer configures and is responsible for.
• Act as a broker, dealer, exchange, alternative trading system or multilateral trading facility.

Where the platform displays an offering, it is publishing material provided by an issuer. We do not verify that material and we make no representation about it. See the Regulatory Status page for what this means in practice.

3. Accounts, access and security

• Access is granted per named individual. Credentials must not be shared, and an account must not be used by anyone other than the person it was issued to.
• Multi-factor authentication is required for every account and cannot be waived.
• You are responsible for access granted by your own administrators, and for removing it promptly when somebody leaves.
• You must tell us without delay if you believe an account has been compromised.
• We may suspend an account immediately where we reasonably believe it is being used to commit an offence, or where continued access presents a risk to other users.

4. Your obligations

You are responsible for the accuracy and lawfulness of everything you record on the platform, and for holding whatever authorisations your activity requires.

• You must hold every licence, registration and permission that your use of the platform requires in every jurisdiction you operate in. We do not provide these, and using the platform does not confer any of them.
• You must not use the platform to offer an instrument to any person to whom that offer would be unlawful.
• You must not upload material you have no right to, or that is unlawful.
• You must comply with the Acceptable Use Policy, which forms part of these terms.

5. Availability and change

We aim for continuous availability but do not guarantee it. Where a service level is agreed in a written order, that order governs; in the absence of one, the platform is provided as-is.

We may change the platform. Where a change removes a capability you rely on or materially alters these terms, we will give reasonable notice by a durable means and, where the change is to your material detriment, a right to terminate without penalty.

6. Your data

You own the records you create. We process them to provide the platform, and for no other purpose: we do not sell them, and we do not use them to train models.

On termination you may export your records for EXPORT WINDOW days. After that we delete them on the schedule in the Privacy Policy, save where we are required to retain them by law.

The audit trail is append-only by design. Records within it cannot be altered or deleted by anybody, including us, because a trail that can be edited evidences nothing. This is a deliberate limit on your ability to erase data, and it is described in the Privacy Policy.

7. Fees

Fees, billing period and payment terms are those in your written order. Where no order is in force, no fee is payable and no service is undertaken.

We will not suspend the settlement of an investor obligation because of a billing dispute with you. A commercial disagreement between us must not stop an investor being paid what they are owed.

8. Liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited.

Subject to that, neither party is liable for loss of profit, revenue, goodwill or anticipated savings, and our total aggregate liability is limited to LIABILITY CAP, to be agreed in the order and reviewed by counsel.

We are not liable for a decision made by your compliance policy, for material an issuer publishes, or for the consequences of an instruction given by an authorised user of your workspace.

9. Termination

• Either party may terminate for material breach not remedied within 30 days of written notice.
• We may suspend access immediately where required by law, or where continued access would present a serious risk to other users.
• Termination does not affect any obligation that has already accrued, and does not relieve you of obligations to your own investors.

10. General

These terms are governed by the law of GOVERNING LAW, and the courts of JURISDICTION FOR DISPUTES have exclusive jurisdiction.

If any provision is held unenforceable, the rest continues in force. A failure to enforce a right is not a waiver of it.

Notices to us must be sent to NOTICE ADDRESS.

Before this page is published

The highlighted terms above are facts about a specific legal entity that this draft does not know. Each must be supplied, and the whole document reviewed by qualified counsel, before anybody relies on it.

• LEGAL ENTITY NAME — the company that operates the platform
• COMPANY REGISTRATION NUMBER and the registry it is held in
• REGISTERED OFFICE ADDRESS
• GOVERNING LAW and the courts with jurisdiction
• NOTICE ADDRESS for service of legal process