These Terms of Use govern all use of the Next Gate Tech website, dashboard and products and all content, services and products available at or through the website (taken together, the Website). The Website is owned and operated by Next Gate Tech S.A. (the Company). The Website is offered subject to your acceptance without modification of all the Terms of Use contained herein and all other operating rules, policies and procedures that may be published from time to time on the Website (taken together, the Agreement). By accessing or using any part of the Website, you agree to become bound by the Terms of Use in this Agreement. If you do not agree to all the Terms of Use in this Agreement, then you may not access the Website or use any services.

Dashboard and Licensed Product

Definitions

For the purpose of these terms of use the following definitions shall apply:

Dashboard(s)means proprietary modular software dashboard(s) with intellectual property rights embedded, developed and owned by Next Gate Tech for asset managers, asset owners, depositary banks and other asset management industry providers, which allows optimisation of the management of middle and back office operations through modular software as a service solution (SaaS) including the Licenced Products.

Licensed Product(s)means the software Dashboard(s)/Modules subscribed for and accessible through the user interface dashboard;

Authorized Usermeans any person, including any employees, directors, officers of the Client or Client’s Affiliates or a contractor designated by the Client or Client’s Affiliates who will have access to the Licenced Product(s);

Clientmeans the employer of the Authorized User or Group affiliate of the Authorized User that has contracted to access the Licensed Product(s);

Business Purposemeans using the platform to manage and independently oversee the operational life cycle of portfolios, investment funds, investment fund operations, including fund delegates, service providers or counterparties for assurance that the portfolio or fund is operating in accordance with its regulatory requirements or to use data from the platform for internal management and reporting purposes.

General Information

Only Authorized Users shall access the Licensed Products within the limits of the access rights granted to them by the Client. Where an Authorized User ceases to qualify as an Authorized User it shall forthwith inform Next Gate Tech and the Client. By using or accessing in any manner the Licensed Product(s), the Authorized User accepts in particular the present Terms of Use and Authorized User shall therefore abide by them.

Copyright

All information, content or any other materials available on this Dashboard and the Licensed Dashboard may be subject to intellectual property rights owned by Next Gate Tech or third party intellectual property rights and are subject to confidentiality provisions. Any use of the Licensed Product or the material shall be done in conformity of the intellectual property rights provided in the services and license agreement concluded for the purpose of the use of the Dashboard.

Access to and use of the Licensed Product(s)’ materials, services and information shall not be interpreted as granting any license or authorization regarding the intellectual property rights owned by Next Gate Tech in respect of the Licensed Product(s)’ components or services provided except where otherwise specified in writing by Next Gate Tech.

The Authorized User is authorized to print and/or temporarily store copies of the Licensed Dashboard pages and content, without any permitted alteration, for their own personal internal use.

In addition, the Authorized User is authorized to print and/or store copies of the reports and other materials generated or otherwise produced through the Licensed Product containing data uploaded by the Authorized User. Such reports and other materials may be provided to third parties, under the Client’s own responsibility, and for information purposes only.

Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, except to the extent expressly permitted under these Terms the Authorized user shall not:

1. attempt to copy, modify, duplicate, create derivative works from, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
3. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation;
4. use the Services and/or Documentation to provide services to third parties;
5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorized Users; or
6. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 3.

Privacy Notice & Data Protection

Next Gate Tech may collect personal data (within the meaning of the EU Regulation 2016/679 on the protection of natural persons with respect to the processing of personal data and on the free movement of such data) (the GDPR).

Any collection, storage or processing of personal data by Next Gate Tech on the Authorized User is made in compliance with the GDPR and is subject to ourData Privacy Policy, containing all relevant information of how Next Gate Tech collects, stores and uses the Authorized Users personal data.

Disclaimer of Warranty and Limitation of Liability

Next Gate Tech makes no representations or warranties, express or implied, as to the accuracy, adequacy, fairness or completeness of the information, graphics and other materials provided on this Licensed Product(s) or via hypertext links or any other item used either directly or indirectly from the Licensed Product(s) and reserves the right to make changes and corrections to such information, graphics and other materials at any time, without notice.

By accessing this Dashboard the Authorized User agrees that Next Gate Tech shall not be held liable for any inaccuracies, omissions or any direct, special, indirect, incidental, consequential or punitive damages, losses, liabilities, expenses or costs of whatever nature arising from or attributable to anyone having access to or using, or not being able to use the information, reports, graphics and other materials provided by or generated through the Licensed Product or any website which is hyperlinked to this Licensed Product(s).

Such reports or materials generated through the Licensed Product(s) are provided for information purposes only and none of them shall constitute an official and reliable legal document.

For the avoidance of any doubt, Next Gate Tech is only responsible for the proper functioning of the Licensed Product, and not for the accuracy of the content of the reports and other materials generated through the Licensed Product. Such reports and other materials are generated by the Licensed Product(s) based on the data provided by the Client, its representatives, authorized third party providers who are solely responsible for the accuracy and authenticity of such data.

Password Security and Notification

The Licensed Product(s) is/are protected by password and login and its access is strictly restricted to Authorized Users and may not be shared.

Users shall refrain from obtaining or trying to obtain unauthorized access to such parts of the Licensed Products, or to any other protected materials or information, through any means not intentionally made available by Next Gate Tech for the Business Purposes (if any).

Next Gate Tech accepts no responsibility for any unauthorized access or actions by you in respect of the Licensed Product(s).

Accordingly, each Authorized User is individually responsible for the preservation of confidentiality of their login and associated password and shall take all reasonable steps in order to protect this confidentiality.

Authorized Users shall immediately notify Next Gate Tech once aware of any disclosure, loss, theft or unauthorized use of their login and/or password.

Acceptable Use

The Authorized User shall not upload, input, access, store, distribute, or transmit any Viruses, or any material including without limitation Customer Data during the course of its use of the Services that:

1. is Inappropriate Content;
2. is unlawful (including a breach of Intellectual Property Rights of any other party), harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
3. facilitates illegal activity; or is otherwise illegal or causes damage or injury to any person or property.

Third Party Website

Other websites which the Authorized User may have access to through these Licensed Product(s) are provided to the Authorized User for convenience and information purposes only. Next Gate Tech does not make any representations regarding such third party websites and shall not be responsible for the content or use of such third party websites.

Miscellaneous

Next Gate Tech Licensed Product is a multi-tool Dashboard. Its functionality may differ for each client and is subject to the provisions of a license and services agreement and/or form entered into between Next Gate Tech and each client on an individual basis.

These Terms of Use are general terms and shall apply equally to any use of the Licensed Product(s).

Images and videos shown are for illustrative purposes only and services may vary. The dimensions shown are approximate and the precise measurements may vary.

Next Gate Tech reserves the right, at its sole discretion, to revise and/or update these Terms of Use at any time without prior notice to the user

The Authorized Users continuous use of the Licensed Product(s) will be considered as acceptance by the Authorized User of these Terms of Use, as modified.

Governing Law and Jurisdiction

These Terms of Use are governed by and construed in accordance with Luxembourg law. Any dispute arising out of or in connection with these Terms of Use shall be subject to the exclusive jurisdiction of the courts of Luxembourg City.