These Terms of Use constitute a legally binding agreement (“Agreement”, “Terms of Use”) made between you or the entity that you represent and TConsult Ltd, as the provider of the Investor Self Declaration platform (“Investor Self Declarations, “ISD”, “we”, “us”, “the Company” or “our”), concerning your access to and use of the https://www.investorselfdeclarations.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms of Use.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use  the Site.

1. Defined Terms

The following terms have defined meanings within this Agreement.

“Data Controller” means the legal entity that is a financial institution with which you have or intend to have  a contractual relationship and that, by means of a uniform resource locator (“url link”), directed you to the Site.

“Investor Self Declaration” (“ISD”) means the Company’s digital form, electronically signed, that complies with the requirements to be a substitute W-8, substitute W-9 or investor self declaration as specified under US Internal Revenue Code Chapters 3 and 4, the OECD Common Reporting Standard (‘CRS’) or the OECD Tax Relief and Compliance Enhancement Implementation Protocol (‘TRACE IP’).

“Personally Identifiable Information” (“PII”) has the meaning ascribed to it in the General Data Protection Regulation (“GDPR”) and includes any datum or combination of data that you give to us that uniquely identifies you.

“Submission” means any information that you provide to us at the Site.

“User” means any person to whom we have granted access rights to the Site.

“W-8 forms” means the US tax self certification forms W-8BEN, W-8BENE, W-8IMY, W-8EXP and W-8ECI.

2. Intellectual Property Rights

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United Kingdom, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

3. User Representations

By using the Site, you represent and warrant that: (1) all information you submit will be true, accurate, current, and complete; (2) you have the legal capacity, authority and you agree to comply with these Terms of Use on your own behalf or on behalf of an entity that you represent; (3) you are not a minor in the jurisdiction in which you reside; (4) other than as expressly permitted by us, you will not access the Site through automated or non-human means, whether through a bot, script or otherwise; (5) you will not use the Site for any illegal or unauthorised purpose; and (6) your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to refuse any and all current or future use of the Site (or any portion thereof).
 

4. Purpose

By using the Site, you are providing personally identifiable information (PII) to us at the request of a third party (Data Controller) with whom you have or intend to have a legal relationship.

Our role is to collect this information on their behalf and process it for the purpose of helping you to create an electronically signed Investor Self Declaration (‘ISD’). For this purpose we are a Data Processor acting at the instruction of, and on behalf of, the Data Controller.

Your PII will be stored on computer servers in the United Kingdom over which we have control.

Once you have completed your ISD, it will be transmitted to the Data Controller in pdf form by a means determined by them in their capacity as the Data Controller.

We will retain an encrypted copy of your ISD for a period not to exceed four years from the end of the year in which it was signed for the sole purpose of providing the Data Controller (or anyone authorised by them) with evidence of the information on the form on the date and at the time it was first signed. At the end of that period we will delete your ISD.

You acknowledge that we may be instructed by the Data Controller at any time to transmit part or all of the data associated with your ISD to them or to another third party also acting as Data Processor on their behalf to allow the Data Controller to meet its obligations to you or any body or entity to which it has an obligation of disclosure.

You will have the opportunity to store the signed ISD on your own computer for your own records.

By continuing to use the Site, you explicitly consent to us collecting, storing, processing and transmitting your personally identifiable information specifically and only in the manner prescribed above and for the purpose(s) described.

We will not use or share your information with anyone else unless instructed to do so by the Data Controller.

We do not assert any ownership over your PII. You retain full ownership of all of your PII and any intellectual property rights or other proprietary rights associated with your PII. We are not liable for any statements or representations provided by you in any area on the Site, but we are entitled to rely on the presumption of accuracy, correct language and completeness of information when provided for the purpose of providing you with an ISD.
 

5. Translations and Help

All materials on the Site are originally provided in English (“Base Language”). We provide functionality, via a third party, to allow you to translate some of the contents of the Site into other languages (“Secondary Languages”). We have used reasonable efforts when compiling material used at the Site to provide for meaningful and relevant translations into Secondary Languages. However, we cannot guarantee the quality or accuracy of any information at the Site that is provided in a Secondary Language. If you are unsure of the meaning of any information presented in a Secondary Language, please contact us at [email protected] or call your relationship manager.

The Site includes help features to assist you in (1) how to use the Site effectively and (2) understanding the nature of information that is being requested. In relation to (2), we have provided this help on a ‘reasonable efforts’ basis and we have, in many cases, simplified legal or regulatory language. It is your responsibility to understand the nature of the information you are being asked for. If you are unsure, you should take separate legal or tax advice before making a Submission.
 

6. Prohibited Activities

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by us.

As a User of the Site, you agree not to:

1. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
2. Make any unauthorised use of the Site.
3. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
4. Engage in unauthorised framing of or linking to the Site.
5. Trick, defraud, or mislead us especially in any attempt to learn sensitive account information.
6. Make improper use of our support services or submit false reports of abuse or misconduct.
7. Engage in any automated use of the system, such as using scripts or using any data mining, robots, or similar data gathering and extraction tools.
8. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
9. Attempt to impersonate another user or person.
10. Use any information obtained from the Site in order to harass, abuse, or harm another person.
11. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavour or commercial enterprise.
12. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
13. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
14. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
15. Delete the copyright or other proprietary rights notice from any Content.
16. Copy or adapt the Site’s software, including but not limited to PHP, HTML, JavaScript, or other code.
17. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
18. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
19. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
20. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
21. Use the Site in a manner inconsistent with any applicable laws or regulations.
     

7. Site Management

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are in any way burdensome to our systems; and (4) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.
 

8. Privacy Policy

We care about data privacy and security. Please review our Privacy Policy for further details.

9. Copyright Infringements

We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.
 

10. Term and Termination

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITH REASONABLE NOTICE BUT NO LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON INCLUDING WITHOUT LIMITATION (1) FOR BEING ACCUSED OR FOUND GUILTY OF ENGAGING IN OR FACILITATING TAX EVASION IN ANY COURT OF COMPETENT JURISDICTION OR (2) FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION.

11. Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice provided that such change, modification or removal does not materially impair your ability to use the Site for its intended purpose or, where such change, modification or removal is material, that an alternative mechanism is provided within a reasonable time. However, we have no obligation to update any information on our Site.

We cannot guarantee the Site will be available at all times. Subject to our minimum service levels, we may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason by providing reasonable notice to you in context to the reason for the change, revision, suspension or discontinuance, which may include no notice at all for minor matters not materially affecting service delivery.
 

12. Governing Law

These conditions are governed by and interpreted following the laws of the United Kingdom, and the use of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. We and you both agree to submit to the exclusive jurisdiction of the English courts which means that you may make a claim to defend your rights in regards to these Conditions of Use only in the United Kingdom.
 

13. Dispute Resolution

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

Any dispute arising from the relationships between the Parties to this contract shall be determined by one arbitrator who will be chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration being part of the European Centre of Arbitration having its seat in Strasbourg, and which are in force at the time the application for arbitration is filed, and of which adoption of this clause constitutes acceptance. The seat of arbitration shall be London, United Kingdom. The language of the proceedings shall be English. Applicable rules of substantive law shall be the law of the United Kingdom.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilise class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorised use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the exclusive jurisdiction of that court.
 

14. Corrections

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

15. Confidentiality

We will not, during the term of this Agreement, or at any time after the termination of this Agreement, disclose to any person or company or use other than for the purposes stated, any information of a confidential nature belonging to or relating to you or your business or services being supplied to you provided always that this restriction shall not apply to any information: which at the time of disclosure is in the public domain or which becomes public after disclosure otherwise than through the actions of the Company or which the Company can show by satisfactory evidence to have been in its possession prior to disclosure hereunder;
 

16. Disclaimers

WE ARE NOT A REGULATED ENTITY. WE DO NOT PROVIDE OR OFFER TAX, LEGAL OR INVESTMENT ADVICE. NOTHING ASSOCIATED WITH THIS SITE, WILL BE CONSTRUED TO BE ADVICE OF ANY KIND.

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
 

17. Limitations of Liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OTHER THAN FOR DEATH OR INJURY, WHICH IS NOT LIMITED, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO £250,000.
 

18. Indemnifications

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Submissions; (2) use of the Site; (3) breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

We will indemnify you and keep you indemnified against liability, claims, actions, costs proceedings, demands, loss, expenses to a limit of £250,000 for any one claim incurred or suffered by you or any third party, only and specifically resulting from our gross negligence or wilful misconduct during the term of this Agreement. Our liability for death or injury is not limited.

Where time is of the essence in the delivery of its Services, e.g. tax information reporting, we will not be liable for delay or failure to deliver the Services where such failure or delay was caused in whole or part by your failure to meet deadlines or obligations made known to you.

19. User Data

We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
 

20. Electronic Communications, Transactions, and Signatures

Visiting the Site, sending us emails, submitting documents and/or data and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
 

21. Miscellaneous

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defences you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.