MUFG Alternative Fund Services (Cayman) Ltd

ELECTRONIC ACCESS TERMS AND CONDITIONS

These Electronic Access Terms and Conditions (the “Terms and Conditions”) govern your usage of this Web Platform (as defined below.

By clicking “I Agree” you
  • acknowledge and agree to these Terms and Conditions; and
  • represent and warrant that the capacity in which you are acting and using the Web Platform is that you are an agent of a principal, who is a client of an MUFG entity (“MUFG”), or an agent of the such principal’s delegate;
  • that such principal has entered into
    • separate a Services Agreement (as defined below) for one or more the following services, administration, banking, custody, credit, treasury services, business process outsourcing or related ancillary services with an MUFG referred to below and also
    • a wet inversion of the these Terms and Conditions and that such principal client has designated you as an authorised user of the Web platform.
These Terms and Conditions set forth the terms and conditions under which the MUFG will provide you (“You” or “Your“) with access to and use of the MUFG’s electronic information delivery sites known as the “Web Platform” (branded as Avatar Investor Portal, AvatarFM, OBDx, CFT or Circle or such other name as MUFG may designate from time to time) and/or other MUFG-designated access Web Platforms (“Electronic Access”). Electronic Access includes access to MUFG web sites accessible via the Web Platform and/or other MUFG-designated access Web Platforms (“Sites”), pursuant to which You are able to access products and services provided by the MUFG. Access to and use of Electronic Access by You is contingent upon and is in consideration for Your compliance with the Terms and Conditions set forth and is also subject to any separate written agreement between (i) MUFG (including its policies procedures and departmental guidelines) and (ii) the legal entity on whose behalf or at whose request You are granted Electronic Access (the “Client”) with respect to such products and services including and not limited to, banking, client facing technology, custody, business process outsourcing (each a “Services Agreement”). In addition, terms and conditions and restrictions with respect to any particular product or service accessed through Electronic Access (such as privacy and internet security matters), together with any disclaimers related to the specific products or services, may be set forth on the Sites (hereinafter referred to as “Terms of Use”) and will apply to such products and services.
By availing of Electronic Access, You and/or a User (as defined below) agree to the Terms and Conditions and the Terms of Use.

1. Access:
  • Access to Electronic Access is solely through user-id and password. You must keep Your user-id and password confidential and are solely responsible for doing so. You acknowledge and agree that MUFG will have no duty or obligation to verify or confirm the actual identity of any person who accesses Electronic Access using a validly issued user-id and password or that any person who accesses the Web Platform using such validly issued user-id and password is, in fact, a “User”).
  • You shall not, and shall not permit any User or third party to, breach or attempt to breach any security measures used in connection with Electronic Access or Proprietary Software (as defined below). Any attempt to circumvent or penetrate any application, network or other security measures used by MUFG or its suppliers in connection with Electronic Access is strictly prohibited.
  • You are also responsible for ensuring that all Users comply with these Terms and Conditions and any Terms of Use included on the Sites, the Service Agreement for each product or services accessed through the Sites and their associated services and all applicable terms and conditions, restrictions on the use of such products and services and data obtained through the use of Electronic Access.
  • MUFG reserves the right to prohibit access or revoke Your access and/or the access of any User) to Electronic Access if MUFG determines that You have violated or breached these terms and conditions or any Terms of Use on a Site accessed by You, including the Data Terms Web Site (as defined below) or where MUFG reasonably determines Your conduct, may constitute a criminal offence, violate any applicable local, state, national, or international law or constitute a security risk for MUFG, its third party service providers, its clients or any users of Electronic Access. MUFG may also terminate access to You following termination of all Services Agreements between MUFG and the Client at whose request You are granted access to Electronic Access hereunder.
2. Proprietary Software:

Depending upon the products and services You elect to access through Electronic Access, You may be provided with software owned by MUFG or licensed to MUFG by a third party (“Proprietary Software”). You are granted a limited, non-exclusive, non-transferable license to install the Proprietary Software on Your authorized computer system (including mobile devices registered with MUFG) and to use the Proprietary Software solely for Your own internal purposes in connection with Electronic Access and solely for the purposes for which it is provided to You. You may make copies of the Proprietary Software for backup purposes only, provided all copyright and other proprietary information included in the original copy of the Proprietary Software are reproduced in or on such backup copies. You shall not (i) except as provided in these Terms and Conditions, make additional copies of Proprietary Software; (ii) disclose Proprietary Software to, or allow Proprietary Software to be used by or for the benefit of, any third party; (iii) alter, decompile, disassemble, reverse engineer, modify, or attempt to determine the source code for, any Proprietary Software and/or merge Proprietary Software with another software program. Any attempt to circumvent or penetrate security of Electronic Access is strictly prohibited.

3. Ownership and Rights:
  • Electronic Access, including any database, any software (including for the avoidance of doubt, Proprietary Software) and any proprietary data, processes, scripts, information, training materials, manuals or documentation made available as part of the Electronic Access (collectively, the "Information"), are the exclusive and confidential property of MUFG and/or MUFG’s suppliers. You may not use or disclose the Information except as expressly authorized by these Terms and Conditions. You will, and will cause all Users to, keep the Information confidential by using the same care and discretion that You use with respect to Your own confidential information, but in any event no less than reasonable care.
  • The provisions of this paragraph will not affect the copyright status of any of the Information which may be copyrighted and will apply to all Information whether or not copyrighted.
  • Nothing in these Terms and Conditions will be construed as giving You, Users, or third party users any license or right to use the trade marks, logos and/or service marks of MUFG, its affiliates, its licensors, its Information Providers or its third party service providers.
  • Any Intellectual Property Rights (as defined below) and any other rights or title not expressly granted to You or Users under these Terms and Conditions are reserved to MUFG, its affiliates, its licensors, its Information Providers and its third party service providers. "Intellectual Property Rights" includes all copyright, patents, trademarks and service marks, rights in designs, moral rights, rights in computer software, rights in databases and other protectable lists of information, rights in confidential information, trade secrets, inventions and know-how, trade and business names, domain names (including all extensions, revivals and renewals, where relevant) in each case whether registered or unregistered and applications for any of them and the goodwill attaching to any of them and any rights or forms of protection of a similar nature and having equivalent or similar effect to any of them which may subsist anywhere in the world.
4. Use of Data/Confidentiality:
  • Electronic Access may include information and data that is proprietary to the providers of such information or data (“Information Providers”) or may be used to access Sites that include such information or data from Information Providers. This information and data may be subject to restrictions and requirements which are imposed on MUFG by the Information Providers and which are posted on www.mufgfs.com/service-agreements or any successor web site of which You are provided notice from time to time (the “Data Terms Web Site”). You will be solely responsible for ensuring that Users comply with the restrictions and requirements concerning the use of proprietary data that are posted on the Data Terms Web Site.
  • You consent to MUFG, its affiliates and its third party service providers disclosing to each other and using data received from You and all Users and, where applicable, Your third parties in connection with these Terms and Conditions (including, without limitation, Your personal data and personal data of Users) (1) to the extent necessary for the provision of Electronic Access; (2) in order for MUFG and its affiliates to meet any of their obligations under these Terms and Conditions to provide Electronic Access; or (3) to the extent necessary for You and all Users to avail of Electronic Access, and You have the necessary consents of Your Users and any relevant third parties to give effect to this Clause.
  • To the extent that there are data protection and confidentiality terms, conditions, obligations in the Services Agreement, the same shall apply to these Terms and Conditions mutatis mutandi. Otherwise You hereby confirm that You understand, and consent and agree to all data protection terms, conditions and obligations in Clauses 4.d. to 4.t. below.
  • The following terms used in these Terms and Conditions shall have the following meanings and terms of “Data Controller,” “Data Processor,” and “Data Subject,” as used in this Clause, shall each have the respective meaning set out in the Data Protection Law:
    • “Ad hoc Clauses” means the draft contractual clauses prepared by the Article 29 Working Party on data transfers from processors to sub-processors established in third countries according to article 26(2) of Directive 95/46/EC of the European Parliament and of the Council, as may be amended or replaced from time to time;
    • “applicable law” means all applicable statutes, laws, rules, regulations and orders means all statutes, laws, rules, regulations and orders that are applicable.
    • “Associated Person” means, with respect to any Person, another Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified. Solely for this purpose “control” means with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting shares or partnership interests, or of the ability to exercise voting power by contract or otherwise;
    • “Confidential Information” means any information relating to another party which a party obtains as a result of or in connection with these Terms and Conditions and includes: (i) any data or information that is competitively sensitive material, and material not generally known to the public, such as information about product or business plans, marketing strategies, finances, operations, customer/investor lists, relationships and profiles, sales estimates, and internal performance results, of the Disclosing Party, its respective Associated Persons and the customers and suppliers of any of them (including third party pricing or information vendors); (ii) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret; (iii) confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source and object code, databases, inventions, know how, and trade secrets; and (iv) the Proprietary Items; (v) anything clearly identified by a Disclosing Party as proprietary or confidential, or which given its nature and the circumstances surrounding its disclosure should reasonably be construed to be confidential.
    • “Data Protection Law” means the Data Protection Acts 1988 and 2003 (as amended), the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications Regulations 2011 and the GDPR (as defined below) (as amended or replaced from time to time), and any other EU regulations, directives, guidance, directions, determinations, codes of practice, circulars, orders, notices or demands issued by any Supervisory Authority and any applicable national, international, regional, municipal or other data privacy authority or other data protection laws or regulations in any other territory in which the services under these Terms and Conditions are provided or received or which are otherwise applicable.
    • “Disclosing Party” means the You when You disclose Confidential Information to MUFG and MUFG when it discloses Confidential Information to You.
    • “GDPR” means Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) and any related statutory instrument(s) in respect of to the foregoing implemented in Ireland and related guidance.
    • “Person” means any natural person or incorporated or unincorporated entity.
    • “Model Clauses” or “Model Contract” means the standard contractual clauses annexed to the European Commission’s Decision 2010/87/EU for the Transfer of Personal Data to Processors established in Third Countries under Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995, as amended, on the protection of individuals with regard to the Processing of the Personal Data and on the free movement of such data, as may be amended or replaced from time to time;
    • “Personal Data” has the meaning assigned to it in Data Protection Law and includes the categories of personal data Processed (as defined below) by the parties under the Terms and Conditions, as set out in the Processing Schedule;
    • “Process (and its derivatives)” has the meaning assigned to it in Data Protection Law;
    • “Processing Schedule” means the subject matter, Processing operations, types of Personal Data processed, categories of Data Subjects and duration of the Processing of Personal Data by MUFG in the provision of the services under these Terms and Conditions, as set out in Appendix A to these Terms and Conditions which may be added to, subtracted from, or amended from time to time by the parties;
    • “Proprietary Items” means all software and documentation provided as part of the and produced by MUFG or its licensors (including any custom developments developed by MUFG and/or its licensors on Your behalf), the object code and the source code for any such software, the visual expressions, screen formats, report formats and other design features of the software, all ideas, methods, algorithms, formulae and concepts used in developing and/or incorporated into the software or documentation, all derivative works based on any of the foregoing and all copies of the foregoing.
    • “Receiving Party” means You when You obtain Confidential Information from MUFG and MUFG when it obtains Confidential Information from You.
    • “Reportable Breach” means any unauthorized or unlawful Processing, disclosure of, or access to, Personal Data and/or any accidental or unlawful destruction of, loss of, alteration to, or corruption to Personal Data;
    • “Supervisory Authority” has the meaning assigned to it in Data Protection Law.
  • All fee and expense arrangements referred to in these Terms and Conditions, to the extent disclosed by MUFG, are designated as confidential. Each party further agrees not to use the Confidential Information of the other party for any purpose other than to perform its obligations or exercise its rights hereunder.
  • Information shall not be subject to the provisions of Clause 4.e if it: (i) is already known to the Receiving Party at the time it is obtained; (ii) is or becomes publicly known or available through no wrongful act of the Receiving Party; (iii) is rightfully received from a third party who is reasonably believed by the Receiving Party not to be under a duty of confidentiality; (iv) is released by the Disclosing Party to a third party without restriction; (v) is required to be disclosed by the Receiving Party pursuant to a court order, subpoena, applicable law, or pursuant to the request of a governmental or regulatory agency (provided the Receiving Party shall provide the Disclosing Party prompt written notice of such requirement to the extent such notice is permitted); (vi) is relevant to the defence of any claim or cause of action asserted against the Receiving Party (provided the Receiving Party (a) provide the Disclosing Party prompt written notice of such proposed disclosure so that the Disclosing Party may take steps to protect the confidentiality of any information so disclosed and (b) cooperate with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order, if required of the Disclosing Party under the terms of any licence between it and its licensor); or (vii) has been or is independently developed by the Receiving Party. It shall not be a breach of these Terms and Conditions if Confidential Information is disclosed to officers, directors, employees or agents of the Receiving Party or of its Associated Persons, that have a need to know such information and are bound by similar confidentiality provisions and restrictions as set forth herein.
  • Notwithstanding anything to the contrary in these Terms and Conditions, You shall not use MUFG’s name in any document whatsoever without the prior written consent of MUFG; provided, however, that You shall not be required to obtain the prior written consent of MUFG to disclose in client documents that: (i) MUFG is Your service provider; (ii) summarises the material terms of these Terms and Conditions; and (iii) includes the biographical details relating to MUFG as provided by MUFG to You from time to time.
  • You hereby undertake to notify MUFG in the event any Persons leave their employment (or the end of a contractor’s engagement) who may have had access to the internal systems and networks of MUFG and will further undertake to ensure that such Persons are prevented from accessing any data, Confidential Information or other Proprietary Items available on MUFG's systems or networks.
  • You authorize MUFG to Process Personal Data provided to MUFG or which is made available to it for the purposes of providing the services under these Terms and Conditions to You pursuant to the Terms and Conditions and for any other purpose set out in these Terms and Conditions and as may be further agreed by You and MUFG.
  • The parties hereto record their intention that in respect of any Personal Data Processed by MUFG in its provision of the services under these Terms and Conditions and except as set out in Clause 4.s., You shall be the Data Controller and MUFG shall be a Data Processor for the purposes of Data Protection Law. In any such case, You represent and warrant that:
    • all Personal Data You provide or make available to MUFG has been lawfully obtained in accordance with Data Protection Law, and can be lawfully disclosed to MUFG for the provision of services set out in these Terms and Conditions by MUFG and any other agreed purposes;
    • the relevant third parties, including but not limited to Data Subjects, have been informed of MUFG’s Processing of such Personal Data for the agreed purposes and You can demonstrate a lawful basis for such Processing and on request will provide evidence of such to MUFG;
    • You comply and have complied with any Data Protection Law applicable to the collection and Processing of the Personal Data;
    • MUFG is permitted to:
      • process the Personal Data in order to provide the services set out under these Terms and Conditions;
      • process the Personal Data to carry out itself (or through third parties) anti-money laundering checks and related actions MUFG considers appropriate to meet applicable legal obligations relating to the prevention of fraud, money laundering, terrorist financing, bribery, corruption, tax evasion and the provision of financial and other services to persons who may be subject to economic or trade sanctions, on an on-going basis;
      • disclose or transfer the Personal Data to its Associated Persons, and any of its employees, agents, delegates, subcontractors, credit reference agencies, professional advisors or competent authorities (including tax authorities) and bodies in order to provide the services under these Terms and Conditions or services ancillary thereto or for resolution of disputes or investigations or re-use of posted anti-money laundering data to facilitate additional investments or services;
      • use the Personal Data in order to update Your records, either itself or through third parties, for fee billing and to provide the services set out in these Terms and Conditions;
      • monitor and record calls and electronic communications, which may contain Personal Data, for quality, business analysis, training, investigation and fraud prevention purposes, for crime and/or regulatory detection, prevention, investigation and prosecution, and to enforce or defend MUFG's rights, itself or through third parties to whom it delegates such responsibilities or rights;
      • report tax or regulatory related information to competent bodies or authorities in order to comply with its legal and regulatory obligations;
      • retain the Personal Data for so long as it is required to provide the services set out under these Terms and Conditions or perform investigations in relation to such, unless otherwise required by applicable law and/or justified under applicable statutory limitation periods, whichever is the later;
      • use the Personal Data for the purpose of servicing the client relationship, evaluate Your financial needs and to advise You of other products and services offered by MUFG and/or its Associated Persons; and
      • transfer Personal Data to competent bodies, courts or regulatory authorities in order to provide the services set out in these Terms and Conditions, comply with law or comply with requests from such competent bodies, courts or regulatory bodies.
  • To the extent that Personal Data is Processed by MUFG pursuant to these Terms and Conditions, MUFG shall:
    • i. only act on and Process such Personal Data in accordance with Your documented instructions, unless otherwise prevented or required by applicable law;
    • ii. as soon as practicable inform You if in MUFG’s opinion, and without any obligation to perform any legal assessment, an instruction is given to it which breaches applicable law;
    • iii. if it is required by applicable law to Process or disclose Personal Data for purposes other than those agreed, promptly inform You of that legal requirement before Processing the Personal Data, unless applicable law prohibits such information being given on important public interest grounds;
    • iv. take appropriate technical and organisational measures against unauthorized or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to, the Personal Data;
    • v. ensure that all persons who have access to Personal Data have committed themselves to appropriate obligations of confidentiality;
    • vi. save for the disclosure of information which is confidential, commercially sensitive or privileged, make available to You (or Your auditor acting under Your direction), at Your cost and upon reasonable notice and access arrangements, all information requested by You to demonstrate compliance by MUFG with its obligations under these Clauses 4.d. to 4.t. which may include data protection audits, assessments and inspections concerning MUFG's data protection procedures relating to its compliance with this Clause;
    • vii. provide reasonable assistance to You to enable You to comply with (i) the rights of Data Subjects set out in Chapter III of GDPR, (ii) the security requirements under GDPR; and (ii) any privacy assessment procedure or consultation conducted under GDPR;
    • viii. notify You as soon as it becomes aware of a Reportable Breach and will provide You with assistance in responding to and mitigating it PROVIDED ALWAYS that where the Reportable Breach is connected to MUFG’s Processing of the Personal Data, You are obliged to provide MUFG with a copy of the intended notification (if any) to be made by You to the affected Data Subjects and/or Supervisory Authority, and any such notification requires MUFG’s prior written approval;
    • ix. upon termination of the Terms and Conditions, the Personal Data shall, at Your option, be destroyed or returned to You, unless applicable law prevents the return or deletion of such Personal Data.
  • You acknowledge and agree that MUFG shall be permitted to perform any or all of its data processing obligations through Associated Persons or subcontractors, PROVIDED ALWAYS that (i) MUFG shall remain liable for such performance of its data processing obligations by any Associated Person or subcontractor; and (ii) all Associated Persons and subcontractors engaged by MUFG shall be bound by the terms of an agreement which contain the same or equivalent obligations with respect to data processing as are imposed on MUFG under these Terms and Conditions. MUFG shall notify You of its intention to replace an Associated Person or subcontractor. You acknowledge and agree that it shall only object to such replacement where it has reasonable grounds for doing so.
  • You acknowledge and agree that MUFG may transfer the Personal Data to a country outside of the European Economic Area (“EEA”), in accordance with the Model Contracts, Ad hoc Clauses or other available data transfer solutions under Data Protection Law.
  • Pursuant to 4.m., You hereby expressly authorize MUFG (or any person designated by MUFG) to enter into Model Clauses with a sub-processor, in the name of and on Your behalf, for the limited purposes of binding You as principal to the Model Contract in the capacity of “data exporter” where the conclusion of such a Model Contract is required for the purpose of legitimising the transfer of transferring Personal Data outside the EEA where You are based in the EEA. You hereby expressly authorize MUFG to enter into Ad hoc Clauses, for the purposes of transferring personal data outside the EEA where You are not based in the EEA. For the avoidance of doubt, MUFG shall be permitted but is not obliged to enter into Model Clauses or Ad hoc Clauses, as relevant, for any transfer of Personal Data outside the EEA in the course of providing the services set out in these Terms and Conditions and may in its sole discretion use an alternative adequacy ground or variation of the Ad hoc Clauses for any such transfer and You hereby expressly authorize MUFG to enter into any agreement to give effect to any such alternative adequacy ground or variation. You hereby consent to such transfers and represent and warrant to MUFG that disclosure of any transfer contemplated by Clause 4.m. will be made in Your offering memorandum and that investor consent to this transfer shall be obtained in any subscription or other related documents to be executed by the investors, where applicable. You agree to indemnify and hold MUFG and its Associated Persons harmless in the event MUFG or its Associated Persons suffer any loss as a result of Your failure to ensure compliance with this Clause 4.m.
  • You shall remain solely and fully liable for any damage which a Data Subject may suffer as a result of the Processing of their Personal Data which is under Your control and which does not result from a breach by MUFG of its obligations under these Terms and Conditions and Data Protection Law.
  • You acknowledge and agree that MUFG is reliant upon You as Data Controller for lawful direction and documented instructions as to the extent to which MUFG is entitled to Process any Personal Data and, consequently, You agree that MUFG will not be liable and it shall fully and effectively indemnify MUFG for any claim brought by a Data Subject and/or any competent authority or body arising from any action or omission of MUFG, to the extent that such action or omission resulted from Your instructions given to MUFG with respect to the Processing of such Personal Data.
  • MUFG shall be liable in respect of any breach of its obligations under these Clauses 4.d. to 4.t. and Data Protection Law with respect to the Processing of Personal Data permitted PROVIDED ALWAYS that You acknowledge and agree that MUFG shall not be liable in the event that any failure to comply with its obligations is caused by or results from Your acts or omissions in which case You shall be fully liable.
  • Both parties acknowledge and agree that, whether MUFG has or You have paid full compensation for damages suffered by a Data Subject, where joint liability has been determined in the course of any legal proceeding or other decision, the party that paid the compensation in full to the Data Subject is entitled to claim back from the other party that portion of the compensation corresponding to the other party’s responsibility for the damage.
  • MUFG agrees to comply with the obligations imposed on Data Controllers under Data Protection Law solely to the extent it obtains information in connection with its due diligence of the client pursuant to applicable law in respect of anti-money laundering and counter-terrorist financing.
  • MUFG undertakes to treat information regarding the client strictly confidential, in accordance with the statutory provisions on data protection and professional secrecy.
5. Reliance:
  • MUFG will be entitled to rely on, and will be fully protected in acting upon, any actions or instructions associated with a user-id. You acknowledge that all commands, directions and instructions, including commands, directions and instructions for transactions issued by You, a User or a third party are issued at Your sole risk. You agree to accept full and sole responsibility for all such commands, directions and instructions and that MUFG, will have no liability for, and you hereby release MUFG from, any losses, liabilities, damages, costs, expenses, claims, causes of action or judgments (including attorneys’ fees and expenses) (collectively “Losses”) incurred or sustained by You or any other party in connection with or as a result of MUFG’s reliance upon or compliance with such commands, directions and instructions.
  • All commands, directions and instructions (“Instructions”) involving a transaction entered by You will be treated as an Proper Instruction under the applicable Services Agreement(s) covering accounts, products and services and products provided by MUFG with respect to which Electronic Access is being used whether such Services Agreement is executed prior to or after Your agreement to these Terms and Conditions.
  • You and MUFG each agree that the time at which Instructions are deemed to be received by MUFG shall be the time of the sending of the confirmation of receipt by MUFG to the originator of the relevant transaction. MUFG shall have no obligation to act on any Instructions unless MUFG have sent (or otherwise made available) You (from whom the Instruction originated from) a transaction reference number. MUFG may in their absolute discretion decline to act upon any Instructions which are insufficient or incomplete or are not received by MUFG in sufficient time for MUFG to act upon or in accordance with such Instructions, or any other circumstances prescribed by the relevant Services Agreement.
6. Disclaimers:
  • Although MUFG uses reasonable efforts to provide accurate and up-to-date information through Electronic Access, MUFG and its Information Providers make no warranties or representations under these Terms and Conditions as to accuracy, reliability or comprehensiveness of the content, information or data accessed through Electronic Access. Without limiting the foregoing, some of the content on Electronic Access may be provided by third party sources (“Content Providers”) and by Information Providers. For that content MUFG is a distributor and not a publisher of such content and has no control over it. Information provided by Information Providers has not been independently verified by MUFG and MUFG makes no representation as to the accuracy or completeness of the content or information provided.  Any opinions, advice, statements, services, offers or other information given or provided by Content Providers and Information Providers (including merchants and licensors) are those of the respective authors of such content and not that of MUFG.  MUFG will not be liable to You, Your clients, Users, or Your third party for such content or information in any way nor for any action taken in reliance on such information nor for direct or indirect damages resulting from the use of such information. For purposes of these Terms and Conditions, all information and data, including all proprietary information and materials and all client data, provided to You through Electronic Access are provided on an “as-is”, “as available” basis.
  • MUFG makes no guarantee and does not warrant that Electronic Access or the information and data provided through the Electronic Access are or will be virus-free or will be free of viruses, worms, Trojan horses or other code with contaminating or destructive properties. MUFG will employ commercially reasonable anti-virus software to its systems to protect its systems against viruses.
  • Some Sites accessed through the use of Electronic Access may include links to third party websites. MUFG will not be liable to any person for the content found on such third party websites. MUFG will not be responsible for third party websites that collect information from parties who visit their web sites through links on the Sites. MUFG will not be liable or responsible for any loss suffered by any person as a result of their use of any third party websites that are linked to MUFG Sites.
  • MUFG retains complete discretion and authority to add, delete or revise in whole or in part Electronic Access, including its Sites, and to modify from time to time any Proprietary Software provided in conjunction with the use of Electronic Access and/or any of the Sites. To the extent reasonably possible, MUFG will provide notice of such modifications. MUFG may terminate, immediately and without advance notice, and without right of cure, any portion or component of Electronic Access or the Sites.
  • TO THE FULLEST EXTENT PERMITTED BY LAW, THERE IS NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, NO WARRANTY OF QUALITY AND NO WARRANTY OF TITLE OR NONINFRINGEMENT. THERE IS NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING ELECTRONIC ACCESS, THE SITES, ANY PROPRIETARY SOFTWARE, INFORMATION, MATERIALS OR CLIENT DATA.
7. Limitation of Liability:
  • IN NO EVENT WILL MUFG, ITS LICENSORS, INFORMATION PROVIDERS OR THIRD PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANYONE ELSE UNDER THESE TERMS AND CONDITIONS FOR ANY LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES INCLUDING BUT NOT LIMITED TO, ANY DIRECT DAMAGES, CONSEQUENTIAL DAMAGES, RELIANCE DAMAGES, EXEMPLARY DAMAGES, INCIDENTAL DAMAGES, SPECIAL DAMAGES, PUNITIVE DAMAGES, INDIRECT DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOOD WILL, BUSINESS INTERRUPTION, USE, DATA, EQUIPMENT OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT RESULT FROM (1) THE USE OF OR INABILITY TO USE ELECTRONIC ACCESS; (2) THE CONSEQUENCES OF ANY DECISION MADE OR ACTION OR NON-ACTION TAKEN BY YOU OR ANY OTHER PERSON, OR FOR ANY ERRORS BY YOU IN COMMUNICATING SUCH INFORMATION; (3) THE COST OF SUBSTITUTE ACCESS SERVICES; OR (4) ANY OTHER MATTER RELATING TO THE CONTENT OR ACCESS THROUGH ELECTRONIC ACCESS. MUFG WILL NOT BE LIABLE FOR LOSS, DAMAGE OR INJURY TO PERSONS OR PROPERTY ARISING FROM ANY USE OF ANY PRODUCT, INFORMATION, PROCEDURE, OR SERVICE OBTAINED THROUGH ELECTRONIC ACCESS. MUFG WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY RESULTING FROM VOLUNTARY SHUTDOWN OF THE SERVER, ELECTRONIC ACCESS OR ANY OF THE SITES TO ADDRESS TECHNICAL PROBLEMS, COMPUTER VIRUSES, DENIAL-OF-SERVICE MESSAGES OR OTHER SIMILAR PROBLEMS.
  • MUFG’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THESE TERMS AND CONDITIONS FOR ANY DISPUTE OR CLAIM RELATED TO THESE TERMS OF USE, ELECTRONIC ACCESS OR SITES, IS AS FOLLOWS: IF YOU REPORT A MATERIAL MALFUNCTION IN ELECTRONIC ACCESS THAT MUFG IS ABLE TO REPRODUCE, MUFG WILL USE REASONABLE EFFORTS TO CORRECT THE MALFUNCTION. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES, IN SUCH JURISDICTIONS LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
  • The limitation of liability set forth in this Clause and in other provisions in these Terms and Conditions is in addition to any limitation of liability provisions contained in any Services Agreements and will not supersede or be superseded by limitation of liability provisions contained in such Services Agreements, whether executed prior to or after Your agreement to these Terms and Conditions, except to the extent specifically set forth in such other Services Agreements containing a reference to these Terms and Conditions.
8. Indemnification:
  • You agree, to the extent permitted by law, to indemnify, protect and hold MUFG, its licensors, Content Providers and Information Providers (the “Indemnified Parties”) harmless from and against all Losses resulting from a claim by a third party that arises out of (i) any breach of these Terms and Conditions and/or the Terms of Use by You and (ii) any person obtaining access to Electronic Access through You or through use of any password or user-id issued to You, whether or not You authorized such access, except to the extent that any such Losses resulted from the fraud or wilful misconduct of MUFG, its licensors and/or Information Providers, as applicable. For the avoidance of doubt, and by way of illustration and not by way of limitation, the foregoing indemnity is applicable to disputes between the parties, including the enforcement of these Terms and Conditions. The rights and remedies conferred hereunder will be cumulative and the exercise or waiver of any such right or remedy will not preclude or inhibit the exercise of additional rights or remedies or the subsequent exercise of such right or remedy.
  • The indemnity provided in herein is in addition to any indemnity and other remedies contained in any Services Agreements and will not supersede or be superseded by such Services Agreements, whether executed prior to or after Your agreement to these Terms and Conditions, except to the extent specifically set forth in such other Services Agreements and expressly stating an intent to modify this Terms and Conditions. Nothing contained herein will, or be deemed to, alter or modify the rights and remedies of MUFG as set forth in the Services Agreements.
9. Choice of Law and Forum:

Unless otherwise agreed and specified herein, these Terms and Conditions and any issues or disputes arising out of or in connection with them are governed by and construed in accordance with the laws of the Cayman Islands; You expressly and irrevocably agree that exclusive jurisdiction and venue for any claim or dispute with MUFG, its employees, contractors, officers or directors or relating in any way to Your use of Electronic Access resides in the Irish courts; and You further irrevocably agree and expressly and irrevocably consent to the exercise of personal jurisdiction in those courts over any action brought with respect to these Terms and Conditions.

10. Term and Termination:
  • Either MUFG or You may terminate these Terms and Conditions and the Electronic Access upon thirty (30) days’ written notice to the other party.
  • In the event of any breach of the provisions of these Terms and Conditions, or a breach by any User of the Terms of Use or the restrictions and requirements concerning the use of Information Providers’ proprietary data that are posted on the Data Terms Web Site the non-breaching party may terminate these Terms and Conditions and the Electronic Access immediately upon written notice to the breaching party if any breach remains uncured after ten (10) days’ written notice of the breach is sent to the breaching party.
  • MUFG may immediately terminate access through You, and any User’s user-id and password and may, at its discretion, also terminate Your access, or access by a User without right of cure, in the event of an unauthorized use of a User’s user-id or password, or where MUFG believes there is a security risk created by such access.
  • MUFG may terminate, without advance notice, Your access, and/or the access of Users to any portion or component of Electronic Access or the Sites in the event a third party service provider, Content Provider or Information Provider prohibits MUFG from permitting You or Users to have access to their information or services.
  • Promptly upon receiving or giving notice of termination, You will notify all Users of the effective date of the termination.
  • Upon termination of Your access to Electronic Access, You shall return all related manuals, documentation, workflow descriptions and the like that are in Your possession or under Your control.
  • The Proprietary Software, Use of Data/Confidentiality, Ownership and Rights, Reliance, Disclaimers, Limitation of Liability and Indemnification provisions of the Terms and Conditions (and other provision of these Terms and Conditions containing disclaimers, limitation of liability and indemnification) shall survive the termination of these Terms and Conditions.
11. Force Majeure:

Notwithstanding anything else in these Terms and Conditions, none of MUFG, its third party service providers, licensors, or Information Providers shall be liable if they are prevented from, or delayed in performing their obligations, or for any loss resulting from a cause that is beyond the control of that entity.

12. General:
  • These Terms and Conditions contain the entire agreement between You and MUFG relating to the Electronic Access and supersedes all prior written or oral communications between the parties on the subject. In the event any one or more of the provisions of these Terms and Conditions shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions shall remain valid and enforceable. Furthermore, the unenforceable provision(s) shall be modified to carry out to the full extent possible the intent of the provision deemed unenforceable.
  • Unless otherwise specified in these Terms and Conditions, these Terms and Conditions may be amended through a written notice by MUFG to You (including by notification on the Web Platform), and Your first exercise of Electronic Access after the effective date of such amendment or such exercise by a User shall constitute acceptance by You of such amendment to this Agreement.
  • You may not assign these Terms and Conditions without the prior written consent of MUFG. MUFG may assign these Terms and Conditions to any affiliate or successor in interest without Your prior consent. These Terms and Conditions shall be binding upon and inure to the benefit of You and MUFG and each of your respective successors and assigns.
  • You and MUFG each acknowledge the intention that these Terms and Conditions do not confer or purport to confer on any third party any benefit or any right to enforce any provisions under these Terms and Conditions, except that the (a) MUFG’s affiliates may benefit from and enforce the provisions under these Terms and Conditions; and (b) each Information Provider may benefit from and enforce any right or benefit given to an Information Provider under these Terms and Conditions.
  • A notice to either party shall be given in written English and may be delivered personally or sent by first class post, pre-paid recorded delivery or by facsimile to the other party. Any proceedings arising out of these Terms and Conditions will be sufficiently served if served on the relevant party at registered office address and/or its address for the services of notices pursuant to a Services Agreement which comprises these Terms and Conditions the most recent address provided to the other party. Each notice will be effective, in the case of a notice delivered by facsimile, when the sender receives a fax receipt confirming transmission of the fax and, in any other case, will be effective upon actual receipt.
You represent and warrant to MUFG that these Terms and Conditions and the indemnity contained herein have been duly authorized, executed and delivered on Your behalf, that You have full authority to execute these Terms and Conditions for the undersigned entities and that the individual executing these Terms and Conditions has the requisite authority to bind the undersigned entities to these Terms and Conditions, and that these Terms and Conditions constitute Your binding obligation enforceable in accordance with its terms.


APPENDIX A: PROCESSING SCHEDULE


This Schedule describes the categories of Personal Data, Data Subjects and the Processing operations to be carried out by MUFG.

  • Data Subjects

  • The Personal Data to be Processed by MUFG concerns but is not limited to the following categories of Data Subjects:

    • Investors in the Client
    • Legal guardians of investors, in the case of minors
    • Commercial contacts of the Client
    • Client’s directors and employees
    • MUFG’s workers, employees, and contractors
    • Persons who have a commercial relationship with the Client

  • Categories of Data

  • The Personal Data to be Processed by MUFG includes but is not limited to:

    • Name
    • Sex
    • Age
    • Nationality
    • Legal domicile
    • Place of birth
    • Date of birth
    • Photograph
    • Health Issue
    • Passport number
    • Tax ID
    • Bank account number
    • Department
    • Role
    • Telephone number
    • Mail address
    • Signature
    • Email
    • Address
    • Source of Funds & Source of Wealth
    • Investment Data
    • Tax
    • Marital status
    • Family member's name (spouse, minors, etc)
    • Sanction screening and adverse media searches

  • Processing Operations

  • The Personal Data will be Processed for purposes including, but not limited to:

    • Payment requests
    • Conducting Anti-Money Laundering checks and other legal/regulatory obligations related to client and investor processing
    • Corporate governance & Fund secretarial purposes
    • Hosting
    • Software development
    • Business development
    • Audit and compliance activities related to the above

  • Duration

  • Personal Data may be Processed by MUFG for the duration during which it is to provide Services pursuant to the Services Agreement or perform investigations in relation to such, unless otherwise required by applicable law and/or justified under applicable statutory limitation periods, whichever is the later.