Cash Management Platform Terms
By executing a Cash Management Customer Agreement, a Cash Management Platform Access Form; or clicking "Accept" within the Platform and or continuing to use the Platform (defined below in clause 1 of these MillTech Cash Management Platform Terms) or any other agreement which incorporates these terms by reference;
a) You acknowledge that you have read and understand the terms and conditions below ("MillTech Cash Management Platform Terms").
b) Your employer and/or, as relevant, the organization or principal that you represent or are using the system on behalf of (the "Umbrella User") has previously agreed to and accepted these MillTech Cash Management Platform Terms through the execution (either directly, or by another entity on behalf of the Umbrella User (such other entity, if any, the "User Group Signatory")) of an access form (the "MillTech Cash Management Access Form").
References in these MillTech Cash Management Platform Terms to;
"Affiliate" means each of any entity which directly or indirectly, controls or is controlled by or is under direct or indirect common control with MillTech.
"Applicable Rules" means the UK Financial Conduct Authority ("FCA") rules and any rules, policies, terms and directions of any regulator, and all other laws, rules procedures, guidance, codes, standards and regulations (including accounting rules and anti-money laundering and sanctions legislation), as in force from time to time and applicable to MillTech, the Umbrella User and the Authorised User or under the MillTech Cash Management Platform Terms including any of MillTech's internal policies and procedures as MillTech has notified the Umbrella User and / or the Authorised User from time to time.
"Authorised User" means those cited as Authorised Users in the MillTech Cash Management Platform Access Form
"MillTech" means Millennium Global Treasury Services Limited, a company authorised and regulated by the Financial Conduct Authority (FRN: 911636) trading under the name of "MillTech".
the "Umbrella User" includes, in addition to those cited as Umbrella Users in the MillTech Cash Management Platform Access Form, the User Group Signatory in its capacity (if relevant) as a user of the Site and the services of MillTech.
the "User Group Signatory" means that entity in its capacity as the entity signing on behalf of the relevant Umbrella User (as opposed to in its capacity as an Umbrella User itself).
c) You, as an Authorised User, agree (i) to act at all times in a manner that is consistent with these MillTech Cash Management Platform Terms (including following any variation to these MillTech Cash Management Platform Terms as provided herein) and to not cause the Umbrella User to breach any provision within the MillTech Cash Management Platform Terms or any variation thereto, (ii) that you have read all acknowledgements and representations made by the Umbrella User in these MillTech Cash Management Platform Terms, and (iii) that you are acting on behalf of, or for, the Umbrella User and not in your personal capacity.
TERMS AND CONDITIONS OF USE OF MILLTECH CASH MANAGEMENT PLATFORM
1. Introduction to MillTech and Scope of Services
a) MillTech Cash Management Platform (the "Platform") is an online platform service made available to "Umbrella Users". The Platform will enable Umbrella Users (through their respective Authorised Users) to enter subscription and redemption requests, via an online interface (the "Site") or by secure connection to MillTech outside the Site (e.g. SWIFT, API or FTP) (the "STP Functionality"), for shares or units or other interests (for ease of reference, referred to as "Shares" in these MillTech Cash Management Platform Terms) in a range of funds, including money market funds, that are made available on the Platform from time to time (the "Funds"), with those Funds or their agents (e.g., the Fund's distributor or transfer agent). The "Platform" includes the Site and the STP Functionality.
b) The Site will display information about the Funds, and will also display certain research, data and analytics (including the ability to compare information about the Funds). The STP Functionality is part of the Platform service offered to the Umbrella User by MillTech, complementing the use of the Site. Any reference in these MillTech Cash Management Platform Terms to a subscription or redemption request being submitted, placed or entered is a reference to that request being submitted, placed or entered either via the Site or using the STP Functionality, as the case may be. Subscription and redemption requests submitted using the STP Functionality will be received by MillTech on servers owned or operated on behalf of MillTech and transmitted to Funds in the same way as if such requests had been submitted via the Site.
c) THE ONLY SERVICE OFFERED BY MILLTECH, BY ALLOWING THE UMBRELLA USER'S AUTHORISED USERS TO USE THE PLATFORM AND ENABLING THEM TO ENTER SUBSCRIPTION AND REDEMPTION REQUESTS (WHETHER VIA THE SITE OR USING THE STP FUNCTIONALITY) WITH THE FUNDS WITH WHICH THE UMBRELLA USER (OR ITS UNDERLYING CLIENT(S)) ALREADY HAS AN ACCOUNT, IS THE RECEPTION AND TRANSMISSION OF CLIENT SUBSCRIPTION AND REDEMPTION REQUESTS FOR SHARES IN THE FUNDS. (HEREINAFTER "ORDERS").
d) MILLTECH IS THE PROVIDER OF THIS SERVICE AND NONE OF ITS SUBSIDIARY COMPANIES OR AFFILIATES ARE PROVIDING OR WILL PROVIDE RECEPTION AND TRANSMISSION OF ORDERS THROUGH THE PLATFORM.
e) ANY TRADE OR TRANSACTION IN SHARES IN FUNDS WILL BE GOVERNED BY THE TERMS OF THE RELEVANT PROSPECTUS AND CONSTITUTIVE DOCUMENTATION OF THE FUND, AND MILLTECH WILL HAVE NO OBLIGATIONS OR RESPONSIBILITIES IN RELATION TO THE DISCHARGE OF THE OBLIGATIONS OF ANY PARTIES TO THOSE TRADES OR TRANSACTIONS.
f) BY USING THE PLATFORM, THE UMBRELLA USER ACKNOWLEDGES IT HAS READ THESE MILLTECH CASH MANAGEMENT PLATFORM TERMS AND AGREES TO BE BOUND BY THEM, AND FURTHER AGREES TO PROCURE THAT EACH AUTHORISED USER WILL ACT CONSISTENTLY WITH THESE MILLTECH CASH MANAGEMENT PLATFORM TERMS AND NOT CAUSE THE UMBRELLA USER TO BREACH ANY PROVISION OF THESE MILLTECH CASH MANAGEMENT PLATFORM TERMS, IN EACH CASE INCLUDING ANY MODIFICATIONS TO THESE MILLTECH CASH MANAGEMENT PLATFORM TERMS PURSUANT TO CLAUSE 2(B) BELOW. IF THE UMBRELLA USER DOES NOT AT ANY TIME AGREE TO ALL OF THESE MILLTECH CASH MANAGEMENT PLATFORM TERMS THE UMBRELLA USER SHOULD NOT USE THE PLATFORM AND SHOULD NOT PERMIT AUTHORISED USERS TO USE THE PLATFORM.
2. Umbrella User Jurisdictions
a) As at the date of agreeing to these MillTech Cash Management Platform Terms pursuant to its Cash Management Platform Access Form, the Umbrella User (or the User Group Signatory, on behalf of the Umbrella User) has made MillTech aware of the jurisdictions in which the Umbrella User has a permanent presence or establishment which will need to receive services under these MillTech Cash Management Platform Terms.
b) The Umbrella User will notify MillTech in writing if the Umbrella User wishes to receive or has ceased receiving such services from a permanent presence or establishment in any other jurisdiction.
c) The Umbrella User will not use the Site, or allow its Authorised Users to use the Site, in such jurisdiction until such notification has been approved by MillTech.
d) The Umbrella User will notify MillTech in writing if any of its Authorised Users uses the Site in a jurisdiction which has not been notified to and approved by MillTech for that Umbrella User.
3. Pre-Contractual Disclosures if the Umbrella User is based in European Economic Area or UK
a) If the Umbrella User is based in the EEA or the UK, use of the Platform is only permitted once the Umbrella User has reviewed and accepted the following disclosures, which are required under:
(i) with respect to the EEA, EU Directive 2014/65/EU on markets in financial instruments (including any related delegated or implementing legislation under EU or national implementing laws); or
(ii) with respect to the UK, inter alia, any relevant laws, regulations or rules under which EU Directive 2014/65/EU and its implementing legislation were transposed or incorporated (in whole or in part and whether or not amended) into UK law before 31 January 2020; in each case as the same may be amended, modified or supplemented from time to time (collectively being referred to as "MiFID II"):
b) SUPPLEMENTAL DISCLOSURES
(i) The Supplemental Disclosures have been provided to the Umbrella User separately. They contain information relevant to certain Funds that are made available on the Platform, and information about the MillTech Policies which may be relevant in certain instances (together, the "Pre-Contractual Disclosure Documents").
(ii) For information about other Funds, please contact the relevant product manufacturer or refer to the product manufacturer’s website(s) for details.
(iii) The Umbrella User should review such information whether it uses the Site or the STP Functionality to submit subscription and redemption requests.
c) BY ENTERING INTO THESE MILLTECH CASH MANAGEMENT PLATFORM TERMS, THE UMBRELLA USER ACKNOWLEDGES THAT IT HAS CAREFULLY READ AND UNDERSTOOD THE CONTENTS OF THE PRE-CONTRACTUAL DISCLOSURE DOCUMENTS. IT ALSO REPRESENTS AND UNDERTAKES THAT AS OF THE DATE OF TRANSMITTING ANY SUBSCRIPTION AND REDEMPTION REQUESTS BY USING THE PLATFORM (WHETHER VIA THE SITE OR USING THE STP FUNCTIONALITY), IT HAS OR WILL HAVE REVIEWED AND UNDERSTOOD (AND, IN THE CASE OF THE USER GROUP SIGNATORY, IT HAS PROCURED THAT EACH OTHER UMBRELLA USER HAS REVIEWED AND CONFIRMED THEY EACH UNDERSTOOD) THE THEN CURRENT PRE-CONTRACTUAL DISCLOSURE DOCUMENTS IN RESPECT OF THE RELEVANT FUND(S).
4. Important Notices and Acknowledgements
a) Where the Umbrella User is acting on behalf of an underlying client when it places subscription and redemption requests for Shares in Funds (the Umbrella User acting in such capacity, an "Agent"): (i) MillTech will treat the Umbrella User (and not the Umbrella User's underlying client) as the recipient of the services provided hereunder; and (ii) the Umbrella User (and each of its Authorised Users) represents and warrants to MillTech that the Umbrella User and each of its Authorised Users is authorised to place such requests on behalf of the underlying client. The Umbrella User acknowledges that any underlying clients of an Umbrella User will not be considered to be clients of MillTech for the purposes of this Site or the services contemplated in these MillTech Cash Management Platform Terms that are provided by MillTech to the Umbrella Users.
b) MillTech reserves the right to change, modify, add or remove portions of these MillTech Cash Management Platform Terms at any time for any reason and without the consent of the Umbrella User, any Authorised User or (if any) the User Group Signatory. Such changes shall be effective immediately upon posting on the Site and will also be made available to Umbrella Users to view using the STP Functionality.
(i) The Umbrella User and its Authorised Users should review these MillTech Cash Management Platform Terms periodically for changes.
(ii) The Umbrella User, by submitting a subscription or redemption request, will be assumed to acknowledge that it has read and accepted the amended MillTech Cash Management Platform Terms.
(iii) MillTech reserves the right to suspend or withdraw the Umbrella User's access to the Site and/or ability to use the STP Functionality at any time if MillTech believes that the Umbrella User has not reviewed and accepted the MillTech Cash Management Platform Terms following any changes.
c) These MillTech Cash Management Platform Terms contain warranty and liability disclaimers. By using the Platform, the Umbrella User accepts and agrees to (and will procure that each Authorised User agrees to act consistently with) these MillTech Cash Management Platform Terms as may be modified by MillTech from time to time pursuant to clause 4(b) above.
(i) The Umbrella User and Authorised Users may be denied access to the Site and use of the STP Functionality, with or without prior notice, if they do not comply with any provision of these MillTech Cash Management Platform Terms.
d) Nothing contained on the Site or communicated using the STP Functionality constitutes tax, accounting, regulatory, legal, insurance or investment advice. Decisions based on information contained on the Site are the sole responsibility of the Umbrella Users and its Authorised Users.
e) Nothing contained on the Site or communicated using the STP Functionality is or constitutes a recommendation (express or implied) or advice (express or implied) to make any investment decision. The Platform does not recommend or promote any of the Funds. The inclusion of any given Fund(s) on the Site and the provision of connectivity to, and the ability to transmit subscription and redemption requests to, the transfer agent and distributor of any Fund is not an endorsement, recommendation or promotion of that Fund/those Funds. MillTech will not publish any investment research, analysis or advice on the Site, and nothing contained on the Site or communicated using the STP Functionality is or constitutes investment research, analysis or advice.
f) MillTech is responsible for providing the Platform pursuant to these MillTech Cash Management Platform Terms.
(i) The Umbrella User (acting through its Authorised Users) will be solely responsible for any judgments relating to subscription and redemption requests, as well as any other decisions based on information contained on the Site or via the STP Functionality.
(ii) Accordingly, MillTech will not be responsible and will not have any liability for any actions or inactions of or conclusions drawn by any Authorised User with respect to any matter, whether or not based to any extent on the Platform and/or the information provided therein.
(iii) MillTech, in its capacity as operator of the Platform, is not acting in a fiduciary capacity, is not acting as agent of the Umbrella User or any Authorised User, or any of their underlying clients (if any), is not serving as an investment advisor and is not making any recommendations (including based on the analyses or system tools provided on the Site).
g) The Umbrella User acknowledges and agrees that:
(i) access and use of the Platform does not constitute any offer to buy or sell any financial products, and does not constitute any solicitation to buy or sell any financial products:
(ii) MillTech in its capacity as operator of the Platform does not make any offer to buy or sell any financial products and will not make any solicitation to buy or sell any financial products.
h) In exchange for the Umbrella Users and its Authorised Users being given access to and use of the Site, the Umbrella User shall provide the indemnifications set out in clauses 8(a) and 18.
i) The Umbrella User understands and will procure that each Authorised User understands that the Platform provides certain tools that allow the Umbrella User (through its Authorised Users) to sort and review information available on the Site and/or via STP Functionality, and that the information may rely on certain assumptions and judgments, such as with respect to the relationship among market risk factors and the Funds. Any such tools and the related analyses, models, and methodologies on the Site are generally based on observations of past market behaviour that may not hold true in the future. Such assumptions may not cover all aspects of, or risks inherent in, any holdings of the Umbrella User or its underlying clients, the Funds, and calculation scenarios.
j) All information about the Funds (including information related to the placing of subscription and redemption requests) and related content and documentation (including but not limited to prospectuses, other constitutive documents, and information on performance) displayed on the Site is provided by the Funds or their agents and third-party data suppliers ("Third-party Data Providers") or other relevant service providers, and MillTech is not responsible or liable for
(i) the accuracy or completeness (including whether documents or information are up to date) of the information or documents provided in relation to those Funds or
(ii) any inaccuracy or incompleteness of any analyses, charts or other similar output on the Site caused by any inaccuracy or incompleteness in the underlying information or documents provided to MillTech by any Fund or their agent or Third-party Data Providers or service providers (or by a failure of the same to provide any updated documents or information to MillTech in a timely fashion or in the required format).
k) Furthermore, the Umbrella User acknowledges that not all Funds may lend themselves to explicit analytically derived risk measures. As such, risk analyses and calculations made available on the Site are based on information MillTech deems to be reliable, but MillTech cannot and does not guarantee their accuracy or completeness.
l) The Umbrella User acknowledges that significant professional disagreement may exist regarding the accuracy and validity of these types of analyses and methodologies, and that there is no assurance that the analyses and methodologies used by MillTech or provided by MillTech are or will be appropriate for the Umbrella User or any Authorised User.
m) Each Fund (including its manager, distributor and transfer agent) retains the right to;
(i) reject, for any reason or no reason, any request for subscription made through the Platform, and
(ii) reject or delay the satisfaction of redemption requests in accordance with the terms of its prospectus or Applicable Rules.
n) MillTech reserves the right to refuse to provide connectivity to, and the ability to make subscription and redemption requests, to any Funds on the Platform at any time, and to refuse access to or use of the Platform to anyone at any time.
5. Authorised Users
a) The Umbrella User will procure that all of its employees, contractors, officers and agents who access the Site or use the STP Functionality, or other persons who access the Site or use the STP Functionality on its behalf comply with and at all times will act in a manner consistent with these MillTech Cash Management Platform Terms (the “Authorised Users”). The Umbrella User shall be liable and responsible for its Authorised Users, including, but not limited to, the failure of its Authorised Users to comply with these MillTech Cash Management Platform Terms.
b) The Umbrella User (or, where relevant, the User Group Signatory) will specify to MillTech in a form prescribed by MillTech the legal persons and/or natural persons whom the Umbrella User wishes to have
(i) access to the Site in order to use the Site on the Umbrella User's behalf, and
(ii) the ability to authorise the placing of subscription and redemption requests on the Umbrella User's behalf using the STP Functionality.
Once MillTech has issued the Security Information (defined below) in respect of any such person, that person will also be an Authorised User.
c) MillTech will provide the relevant Authorised Users with Access IDs and Security Passwords (collectively, "Security Information").
d) MillTech may perform automated verification checks in respect of subscription and redemption requests and other information received via the STP Functionality, in each case appropriate to the relevant method of communication and as notified to the Umbrella User from time to time ("STP Verification Checks"). The STP Verification Checks may, for example, relate to information about the system, network, location, server or person from which the communication appears to originate.
(i) The Umbrella User may not obtain access to the Platform, or to any other protected materials or information, or make use of the STP Functionality, through any means not intentionally made available by MillTech for the Umbrella User's specific use.
(ii) The Umbrella User understands that it shall be solely responsible for all subscription and redemption requests and information (and the use of the information) transmitted
(A) through the Site using any Security Information provided to the Umbrella User or its Authorised Users, or
(B) using the STP Functionality which the STP Verification Checks indicate originated from the Umbrella User or its Authorised Users. MillTech is not obligated to inquire as to the authority or accuracy of, and will not be liable for any loss, expense or other liability arising out of, instructions transmitted
-
through the Site using any Security Information provided to the Umbrella User or its Authorised Users, or
-
using the STP Functionality which the STP Verification Checks indicate originated from the Umbrella User or its Authorised Users.
(iii) The Umbrella User expressly agrees that the use of the Platform, including the transmission and storage of any information through such use of the Platform, is at the Umbrella User's sole risk and responsibility.
(iv) The Umbrella User will be responsible for the security and proper use of
(A) Security Information, and
(B) the systems, networks servers, security information and/or other identification information of the Umbrella User and/or its Authorised Users which may be used to transmit subscription and redemption requests and/or information via the STP Functionality.
(v) The Umbrella User will notify MillTech immediately if it becomes aware of any disclosure, loss, theft or unauthorised use of any Security Information or unauthorised use of the STP Functionality.
(vi) MillTech reserves the right to suspend or withdraw Security Information or the STP Functionality at any time if it considers that there has been or there is likely to be a breach of security and/or this clause 5.
e) Delegated administration. The Umbrella User shall be fully responsible and liable for:
(i) any actions or omissions of their Authorised Users including those Authorised Users that are granted administrator status and functionality for the Site;
(ii) changing the status of any Authorised Users;
(iii) granting any unauthorised users access to the Site;
(iv) notifying MillTech immediately if it becomes aware that there has been any errors;
(v) notifying MillTech immediately if it becomes aware that the administrator functionality or any other status needs to be suspended or revoked for any of its Authorised Users.
f) Accuracy. The Umbrella User is responsible for verifying the accuracy and receipt of all information transmitted via the Site or using the STP Functionality and for immediately notifying MillTech of any errors, or inaccuracies or changes relating to information transmitted via the Site or using the STP Functionality.
6. Placement of Subscription and Redemption Requests
a) The Umbrella User understands that subscription and redemption requests are transmitted through the Platform and that the online acknowledgments or other messages that appear on the screen of an Authorised User for subscription and redemption requests being submitted (whether via the Site or using the STP Functionality) do not mean that subscription or redemption requests have been received, accepted or rejected by the Funds or their agents unless and until the Funds or their agents have provided the Umbrella User with a written or electronically printable confirmation and confirmation number ("Formal Confirm").
(i) All subscription and redemption requests (whether made via the Site or using the STP Functionality) will be deemed to have been made in the form received by the Funds or their agents.
(ii) The Umbrella User is (through its Authorised Users) responsible for verifying the accuracy and receipt of all information transmitted via the Site and using the STP Functionality, and for immediately notifying the Funds of any errors or inaccuracies relating to information transmitted via the Site or using the STP Functionality.
b) As a condition of ongoing access or use of the Platform for subscription and redemption requests, the Umbrella User shall notify MillTech (support@milltech.com) if:
(i) a subscription or redemption request has been placed through the Site or using the STP Functionality and an accurate acknowledgement (i.e. a Formal Confirm) has not been received;
(ii) an acknowledgement has been received (whether through hard copy, electronic or verbal means) of an execution of a subscription or redemption request that an Umbrella User acting through an Authorised User did not place;
(iii) there is a discrepancy between any subscription or redemption request and the information reflected in a confirmation or account statement; or
(iv) the Umbrella User or any Authorised User becomes aware of any unauthorised use of any Security Information, Site or of the STP Functionality; or.
(v) the Umbrella User becomes aware of any unauthorised use of the Site or communication via the STP Functionality.
c) MillTech may transmit notices in respect of each subscription or redemption to the Umbrella Users, via email or as otherwise agreed from time to time, which contain information regarding the status of each subscription or redemption request submitted via the Platform ("Platform Notice").
(i) The Platform Notices rely on the information provided by the Umbrella Users (through its Authorised Users) to MillTech.
(ii) The Platform Notice does not replace the Formal Confirm for a subscription or redemption.
d) It is acknowledged and agreed that in order to place subscription or redemption requests for Shares using the Site,
(i) where the Umbrella User would like to place subscription or redemption requests as principal, the Umbrella User will be required to have an account open with the transfer agent (or other relevant service provider) for the relevant Funds, or
(ii) where the Umbrella User would like to place subscription or redemption requests for Shares using the Site and/or STP Functionality as Agent for an underlying client, either the Umbrella User or such underlying client will be required to have an account open with the transfer agent (or other relevant service provider) for the relevant Funds.
(iii) The Umbrella User acknowledges that in all cases it must open an account with the transfer agent (or other relevant service provider) by submitting the relevant account opening form to the Fund or transfer agent directly, outside the Site environment and STP Functionality and that MillTech has no obligations in relation to account opening.
e) MillTech will rely on the Funds or their agents to provide account number(s) (for the account(s) with the transfer agents or other relevant service providers) to MillTech and/or to verify account number(s) that are provided to MillTech by the Umbrella User, which will enable MillTech to connect the Umbrella User to the corresponding Funds and their agents for the purpose of placing subscription or redemption requests with the transfer agents of those Funds using the Platform. It is the responsibility of the Umbrella User to confirm that the account numbers associated with their Access ID on the Site are accurate. MillTech accepts no responsibility or liability for or in connection with any incorrect account information supplied to it from the Funds or their agents.
f) The Site will display the cut-off times to place subscription or redemption requests for Shares for each Fund, to the extent that information is provided to MillTech by the Funds or their agents. MillTech accepts no responsibility for or liability in connection with the accuracy of that information and is not liable to the Umbrella User (or any Authorised User) if either the Umbrella User or MillTech misses a cut-off time because the information supplied to MillTech is incorrect.
g) The Umbrella User (through its Authorised Users) is responsible for monitoring any cut-off times and other information and conditions in relation to placing subscription or redemption requests for Shares in the Funds.
(i) The cut-off times for requests submitted using the STP Functionality may be earlier than the equivalent cut-off time for requests placed on the Site, as disclosed to users of the STP Functionality.
(ii) The Umbrella User acknowledges and agrees that subscription or redemption requests for Shares in Funds that are submitted shortly before a cut-off time may not be transmitted in time or may not be accepted by a Fund.
(iii) MillTech will not transmit a subscription or redemption request if such subscription or redemption request is placed (whether via the Site or using the STP Functionality) on or after the relevant cut-off time for a Fund.
(iv) MillTech, in any event, is not responsible for any subscription or redemption request being rejected or for the receipt by a Fund of any subscription or redemption request after the cut-off time where that subscription or redemption request was submitted by the Umbrella User on, after or shortly before the cut-off time specified on the Site (whether such request was made via the Site or using the STP Functionality).
(v) Each Fund has the right to reject any subscription request for Shares for any reason or reject or delay the satisfaction of redemption requests in accordance with the terms of its prospectus or Applicable Rules.
h) Before transmitting any subscription or redemption request (whether via the Site or using the STP Functionality), the Umbrella User will (through its Authorised Users) carefully read the relevant Fund documentation (including its prospectus and other constitutive documentation available via the Platform) and Pre-Contractual Disclosure Documents, and will ensure, and will procure that each Authorised User will ensure, using the Fund documentation, that the subscription or redemption requests are being transmitted from a jurisdiction in which the respective Fund can be offered in accordance with local rules, laws and regulations and in which the Umbrella User is eligible to be an investor or, if the Umbrella User is an Agent, then the Umbrella User warrants and represents that the underlying Fund investor, on whose behalf the Umbrella User is acting, is eligible to be an investor of the relevant Fund or can be offered the relevant Fund.
7. Auto-Settlement
a) The Umbrella User may agree with MillTech to automate settlement instructions for any subscription or redemption requests for Shares in any Funds that the Umbrella User submits for transmission on the Site or using the STP Functionality.
b) Where the Parties have come to the agreement in (a) above, MillTech will issue SWIFT MT101/pain.001.001.03, MT210/camt.057.001.08 (or other Swift message format as may be notified to the Umbrella User, from time to time) messages to the Umbrella User's bank account, which account will be specified by the Umbrella User, to request settlement of the subscription or redemption requests if accepted by the Fund's transfer agent.
8. Pending Balances
a) The Site may display balances per Share class of each Fund for the Umbrella User’s account estimated by MillTech based on intraday subscription or redemption requests which have been transmitted to the transfer agent, but which may still be pending acceptance, full execution and settlement by a Fund ("Pending Balance").
b) The Pending Balance will generally display without a delay. The Pending Balance will take into account subscription and redemption requests that are transmitted via the Site or using the STP Functionality and no other subscription and redemption requests submitted outside of the Platform, unless the transfer agent of a given Fund transmits to MillTech intraday information pertaining to orders placed outside of the Platform by an Umbrella User or Authorised User, in which case the Pending Balance will reflect these additional orders upon receipt by MillTech.
c) The Umbrella User agrees and acknowledges that the actual balance in respect of any Share class of any Fund may differ from the Pending Balance displayed on the Site, and it will not rely on the Pending Balance. The Pending Balance may be reliant on Third-party Data (as defined below) and/or data received from the Funds or their agents.
d) The Umbrella User acknowledges that MillTech is not responsible for checking the accuracy or validity of Third-party Data or any data received from the Funds or their agents, or for the accuracy of the Pending Balance.
9. Accruals and Rebate data displayed on the Site
a) The Site and MillTech may rely on the information provided by the Umbrella Users, and/or via its Authorised Users, and/or from the Fund’s transfer agents/administrators from time to time (“Client and Transfer Agent Data”).
b) MillTech may choose at its discretion;
(i) to disclose the Client and Transfer Agent Data on the Site or via other means from time to time.
(ii) to analyse and/or derive other data from the Client and Transfer Agent Data (the “Derived Data”).
(iii) to disclose the Derived Data on the Site or via other means from time to time.
c) The Derived Data is considered to be estimations and that the actual data or figures may differ from the Derived Data.
d) An Umbrella User, and its Authorised Users, agrees and acknowledges that they should not rely on the Derived Data.
e) The Umbrella User further acknowledges that MillTech is not responsible for checking the accuracy or validity of the Client and Transfer Agent Data and that MillTech is not responsible for the accuracy of the Derived Data.
f) MillTech is further enhancing the functionality of the Site for Umbrella Users (and Authorized Users) by displaying any rebates that the Umbrella User and/or its clients (being fund investors in any funds hosted on the Site from time to time) may receive. The rebate information is provided by the Umbrella Users at their discretion. This functionality will remove the need for Umbrella Users to manually calculate their own rebate-adjusted yields and simplifying their cash management tasks. The rebate information received from each Umbrella User will only be visible to that Umbrella User (and their Authorized Users) and the Site will treat this information as confidential information in accordance with the MillTech Cash Management Platform Terms.
g) An Umbrella User, and its Authorised Users, agrees and acknowledges that they are responsible for the rebate data displayed on the Site. The Umbrella User further acknowledges that MillTech is not responsible for checking the accuracy or validity of the rebate data.
10. Instructions
a) MillTech may rely and act on any instruction or communication reasonably believed to be from an authorised signatory of the Umbrella User as set out in the Umbrella User’s authorised signatory list (each an "Umbrella User Authorised Signatory"). Such instruction will constitute valid and binding obligations of the Umbrella User.
b) The Umbrella User will indemnify MillTech for any losses suffered by MillTech as a result of relying upon any notices or instructions received from any Umbrella User Authorised Signatory.
c) Any communication from an Umbrella User Authorised Signatory, and the instructions contained therein, are considered to be valid and legally binding on behalf of the Umbrella User and shall be governed by English Law.
d) Notice of personal email address use:
(i) MillTech urges caution when using free and/or public email services for conducting business. The use of free and/or public email services for business purposes may increase the risk of data loss and fraud compared to corporate email solutions. Free and/or public services typically enforce lower security standards, which may give rise to a higher risk of email compromise. In addition, messages may be read or scanned by the email provider. MillTech urges the Umbrella User (and its Authorised Users) to consider these and any other data privacy or security factors before approving the use of, or using, free and/or public email addresses for conducting business.
(ii) If the Umbrella User (or any of its Authorised Users) uses a personal email address provided by a free and/or public email service provider, the Umbrella User acknowledges and agrees (and will ensure that each Authorised Users understands) that:
(A) the use of such email address may present increased risk of data loss and fraud; and
(B) the Umbrella User (and its Authorised Users) has determined this risk to be acceptable and has authorised use of such email address for the purposes of its business and interactions with MillTech, the Site and STP Functionality.
11. Licence to Use the Site
a) Grant of licence. MillTech grants to the Umbrella User and each of its Authorised Users a limited, non-exclusive, non-transferable licence (revocable at any time and for any reason at the sole discretion of MillTech) to access and use the Platform to access the information and tools contained therein in accordance with these MillTech Cash Management Platform Terms. MillTech reserves all rights, title and interest not expressly granted under this licence to the fullest extent possible under Applicable Rules. Any use of the Platform not specifically permitted under these MillTech Cash Management Platform Terms, or not intentionally made available by MillTech, is strictly prohibited.
b) Restrictions. The Umbrella User, and each of its Authorised Users, agrees that it will not:
(i) use the Platform to reproduce, copy, store, transmit, display or distribute any information or data (including without limitation Third-party Data) from the Platform (including copyrighted material) in any medium or via any method to any third-party without MillTech’s express written permission except, if applicable, to disseminate limited excerpts of information pertaining to the Umbrella User's account holdings as required by Applicable Rules or regulation;
(ii) edit, change, attempt to reverse-engineer, disassemble, prepare any derivative work of or alter in any way any of the content provided or other aspect of the services that is included in or accessible through the Platform;
(iii) use the Platform to use automated scripts to collect information or data from or otherwise interact with the Platform; and
(iv) use the Platform in any way that violates these MillTech Cash Management Platform Terms or Applicable Rules.
c) The Platform is protected by copyright and other intellectual property laws and international treaty provisions. The Umbrella User, and each of its Authorised Users, will not sublicense, assign, or transfer the licence or any other rights granted to the Umbrella User (or any of its Authorised Users) under these MillTech Cash Management Platform Terms, including any member name, account, or password. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations in violation of the provisions of these MillTech Cash Management Platform Terms is null and void and may expose the Umbrella User to a claim for damages.
d) The Site is protected by copyright and other intellectual property laws and international treaty provisions. The Umbrella User, and each of its Authorised Users, will not sublicence, assign, or transfer the licence or any other rights granted to the Umbrella User (or any of its Authorised Users) under these MillTech Cash Management Platform Terms, including any member name, account, or password. Any attempt to sublicence, assign, or transfer any of the rights, duties, or obligations in violation of the provisions of these MillTech Cash Management Platform Terms is null and void and may expose the Umbrella User to a claim for damages.
e) Other Restrictions. The Umbrella User, and each of its Authorised Users, agrees that it will not:
(i) impersonate any person or entity or misrepresent its affiliation with any other person or entity;
(ii) engage in spamming, flooding, harvesting of e-mail addresses or other personal information, spidering, screen scraping, database scraping, using any robot, intelligent agent, other automated device, script or manual process, or any other activity, save as expressly permitted under these MillTech Cash Management Platform Terms or which is a function intentionally included on the Platform or provided by MillTech, with the purpose of searching, monitoring or copying the Platform or obtaining reports, data, information, content, software, products, lists of users or any other information;
(iii) send unsolicited or unauthorised advertising or promotional materials (including "spam", "junk mail", "chain letters" or "pyramid schemes") via or using information obtained from the Platform;
(iv) attempt to gain unauthorised access to other computer systems through the Platform; or
(v) use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other person’s use and enjoyment of the Platform.
f) Scope of licence
(i) The Umbrella User's, and each of its Authorised Users', licence to access and use the Platform is restricted to the days and times that MillTech makes the Platform available, and is subject to any planned or unplanned outages, whether or not notified to the Umbrella User or any of its Authorised Users.
(ii) MillTech has absolute discretion and control over the Platform, and may edit, modify or change the functionality, layout, Funds available, or other information available on, functionality of or format of the Platform, in all cases in its absolute discretion.
g) The Umbrella User will procure that all of its employees, officers and agents or other persons acting on the Umbrella User's behalf that access the Platform, in each case including any of its Authorised Users, are aware of and will act at all times in a manner consistent with the provisions of this clause 11.
12. Intellectual Property Rights
(i) MillTech owns or has a licence to all title and intellectual property rights in and to the content or other aspect of the services that is included in or accessible thorough the Platform (including any Derived Data). All title and intellectual property rights in and to any licensed content provided on or via the Platform is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties and subject to use restrictions under such laws or treaties.
(ii) Accordingly, the Umbrella User, and each of its Authorised Users, may not copy, distribute, attempt to reverse engineer, disassemble, modify, post, frame or "deep link" the Platform, including any text, graphics, video, audio, software code, user interface design or logos.
(iii) The Umbrella User and each of its Authorised Users, may download material displayed on the Platform solely for the Umbrella User's internal investment and administrative purposes, provided the Umbrella User, and each of its Authorised Users, also retains all copyright and other proprietary notices contained on the materials.
(iv) Except as permitted in the immediately preceding sentence, the Umbrella User, and each of its Authorised Users, may not distribute, modify, transmit, reuse, repost, or use the content of the Site other than strictly for the purpose for which the Umbrella User, and each of its Authorised Users, has any required licence, as contemplated hereunder.
(v) Neither the Umbrella User, nor any of its Authorised Users, acquires any ownership or other rights to any content, documents or other materials accessed or viewed through the Platform.
(vi) The posting of information, documents or materials on the Site or through the STP Functionality does not constitute a waiver of any right in such information and materials. Nothing contained on the Platform should be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any trademark displayed on the Platform without the written permission of MillTech.
(vii) The Umbrella User's, or any of its Authorised Users', use of the trademarks displayed on the Platform, or any other content on the Platform, except as expressly permitted herein, is strictly prohibited. Images displayed on the Platform are either the property of, or used with permission by, MillTech. The use of these images by the Umbrella User, or anyone else authorised by the Umbrella User (including Authorised Users), is prohibited unless specifically permitted by MillTech. Any unauthorised use of images or other content on the Platform may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
(viii) If the Umbrella User, or any of its Authorised Users, downloads any information from the Platform, the Umbrella User, and each of its Authorised Users, agrees that it will not copy it or remove or obscure any copyright or other notices or legends contained in any such information.
(ix) This clause 12 shall continue to apply after termination of these MillTech Cash Management Platform Terms.
13. Trademarks and Third-Party Trademarks
The Platform may contain third-party trademarks, Platform marks, graphics, and logos. Neither the Umbrella User, nor any of its Authorised Users, is granted any right or licence with respect to the MillTech trademarks or the trademarks of any third-party.
14. Privacy Policy
(a) Please review our Privacy Policy (available here: https://milltech.com/compliance-regulatory/privacy-policy) which describes the types of personal data that MillTech may collect from the Umbrella User and any of its Authorised Users, how MillTech uses personal data, the legal bases MillTech has to process personal data and the steps MillTech takes to preserve the security and integrity of personal data.
(b) By accepting these MillTech Cash Management Platform Terms, the Umbrella User and each of its Authorised Users confirms that it has read the Privacy Policy and acknowledges that it applies to how MillTech collects, handles, stores and protects Personal Information (as defined in the Privacy Policy) when the Umbrella User and each of its Authorised Users uses the Platform. To deliver our product to you, we may collect the following Personal Information from you: contact information, location, identifiers, usage data, and diagnostic data.
15. Use of Data
(a) The Umbrella User, and each of its Authorised Users, represents and warrants to MillTech that it has all rights necessary to provide the information and data (including Personal Information) entered into the Platform by the Umbrella User and any of its Authorised Users and that the use by MillTech of such information and data will not infringe the intellectual property rights of any third-party.
(b) Umbrella User and each of its Authorised Users hereby grants to MillTech and its relevant service providers a worldwide, perpetual, irrevocable, royalty-free, fully sublicensable and freely assignable licence to store, use, copy, display, disseminate and create derivative works from all information and data generated by, or entered into the Platform by the Umbrella User and any of its Authorised Users, including as pertains to the Umbrella User's, and any of its Authorised Users', use thereof.
(c) MillTech or its relevant service providers own all right, title and interest in the aggregated market transaction data reflecting the interactions of the Umbrella User, and each of its Authorised Users with the Platform and MillTech or its relevant service providers may retain, use sell, retransmit or redistribute to third parties such information and data, on an anonymised or aggregated basis only, for business or other commercial purposes.
(d) The Umbrella User, and any of its Authorised Users, may provide to MillTech, suggestions, comments, or other feedback ("Feedback") with respect to the Platform. The Umbrella User, and each of its Authorised User, agrees that all Feedback is and shall be given entirely voluntarily. MillTech shall be free to use any Feedback provided to it, without obligation or restriction of any kind on account of intellectual property rights or otherwise. Nothing in this clause 15 limits the rights of the Umbrella User under clause 17.
16. Third-party Data or Information
(a) The Umbrella User, and each of its Authorised Users, acknowledges that certain data or information is provided by MillTech directly or obtained by MillTech from Third-party Data Providers which is not proprietary to MillTech ("Third-party Data") and failure to receive Third-party Data on a timely basis (or at all) may affect MillTech’s ability to provide the Platform.
(b) The Umbrella User and each of its Authorised Users, acknowledges that certain Third-party Data Providers may have rights in the data or information forming part of or comprising the Platform, and agree to comply with any restriction or condition imposed by Third-party Data Providers. As part of such compliance, the Umbrella User and its Authorised Users may be required to enter into a separate agreement with MillTech or Third-party Data Providers in order to receive or to continue to receive such Third-party Data.
(c) The Umbrella User acknowledges that MillTech is not responsible for Third-party Data and that the Umbrella User is solely responsible for its and its Authorised Users’ interactions with Third-party Data Providers. MillTech reserves the right, but has no obligation, to monitor disputes between the Umbrella User and Third-party Data Providers and if requested by a Third-party Data Provider, MillTech may be required to suspend or cease providing the Third-party Data to the Umbrella User and/or its Authorised Users.
17. Confidentiality
(a) Information obtained by the Umbrella User and/or any of its Authorised Users and MillTech through its use of the Platform and information disclosed directly between MillTech and the Umbrella User and/or any of its Authorised Users, or from MillTech via the User Group Signatory to the Umbrella User and/or any of its Authorised Users (together, "Confidential Information") shall be kept strictly confidential by MillTech, the Umbrella User, and each of its Authorised Users, and used, in the case of the Umbrella User and its Authorised Users, solely for the purpose of interacting with the Platform and the Umbrella User's own investment purposes (or, where the Umbrella User is acting as Agent, those of its underlying clients) in connection with the Platform interaction and, in the case of MillTech, for the purpose of providing its services.
(b) The Umbrella User, and each of its Authorised Users, and MillTech, shall not disclose any Confidential Information in whole or part, directly or indirectly, to any third-party, provided that:
(i) the Umbrella User and/or MillTech may disclose Confidential Information to any of its employees, permitted agents and professional advisors (who have a bona fide need to know) for the sole purpose, in the case of disclosure by the Umbrella User, of using the Platform and the Umbrella User's own investment purposes (or, where the Umbrella User is acting as Agent, those of its underlying clients) in connection with such use of the Platform and, in either case, for MillTech to provide its services; and
(ii) Confidential Information shall not include information held by that party that:
(A) was in that party’s lawful possession and without confidentiality restrictions before it was disclosed to that party by the other party;
(B) the party obtains from a third-party or which is otherwise in the public domain on an unrestricted basis other than through breach of these MillTech Cash Management Platform Terms or breach of any other obligation of confidentiality on the that party or the third-party;
(C) is developed by the that party independently of the other and any information received by that party from the other; or
(D) the party is required to disclose in accordance with Applicable Rules and regulation.
(iii) Where an Umbrella User or MillTech discloses information that would be Confidential Information but for point (D) of clause 17(b)(ii), the Umbrella User or MillTech will provide prior notice to the other (except where such notice is not permitted by or is otherwise inconsistent with obligations under Applicable Rules or regulation).
(iv) Additionally, MillTech may disclose to a third-party provider of the Platform and or the Site, such Confidential Information as may be required for the purposes of providing the Services.
18. Term; Termination
(a) The Umbrella User and any of its Authorised Users may cease to use the Platform at any time. These MillTech Cash Management Platform Terms, as amended from time to time, will remain effective and shall apply to the use of the Platform by the Umbrella User and each of its Authorised Users, until terminated.
(b) These MillTech Cash Management Platform Terms and the arrangements contemplated hereby may be terminated by the Umbrella User upon 30 days’ prior written notice to MillTech without liability to MillTech at any time and for any reason.
(c) These MillTech Cash Management Platform Terms and the arrangements contemplated hereby may be terminated by MillTech with immediate effect without liability to MillTech at any time and for any reason, in MillTech’s sole and exclusive discretion.
(d) Upon termination, the Umbrella User and each of its Authorised Users will also cease to have access to the Site and use of the STP Functionality.
(e) Termination of these MillTech Cash Management Platform Terms with respect to the Umbrella User will not affect the applicability of the MillTech Cash Management Platform Terms to or access to the Site by any other person covered by the MillTech Cash Management Platform Access Form , unless the Umbrella User expressly states in writing that it is terminating the MillTech Cash Management Platform Terms on behalf of itself and all other persons covered by the MillTech Cash Management Platform Access Form.
19. Warranty Disclaimer and Limitation of Liability
(a) THE PLATFORM, AND ALL MATERIALS, DATA (INCLUDING WITHOUT LIMITATION THIRD-PARTY DATA), INFORMATION AND OTHER CONTENT, AS WELL AS ANY PRODUCTS AND WEBSITES PROVIDED ON OR THROUGH THE PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED.
(b) TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, MILLTECH DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
(c) MILLTECH DOES NOT WARRANT, EITHER EXPRESSLY OR IMPLIEDLY, THE ACCURACY OR COMPLETENESS OF THE INFORMATION, DATA (INCLUDING WITHOUT LIMITATION THIRD-PARTY DATA), CONTENT, MATERIALS, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED ON THE PLATFORM AND DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
(d) MILLTECH EXPRESSLY DISCLAIMS ALL LIABILITY FOR ERRORS AND OMISSIONS IN THE MATERIALS ON THE PLATFORM AND FOR THE USE INTERPRETATION OR BY OTHERS OF INFORMATION CONTAINED ON THE PLATFORM.
(e) MILLTECH DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, THAT THE INFORMATION AND TOOLS ON THE PLATFORM WILL PRODUCE ANY PARTICULAR INVESTMENT OUTCOME FOR UMBRELLA USER (AND ITS AUTHORISED USERS) OR ANY UNDERLYING CLIENT OF THE UMBRELLA USER, AS APPLICABLE.
(f) MILLTECH DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS, DATA (INCLUDING WITHOUT LIMITATION THIRD-PARTY DATA), INFORMATION, OR CONTENT ON THE PLATFORM IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
(g) THE UMBRELLA USER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.
(h) MILLTECH IS NOT RESPONSIBLE FOR AND WILL BEAR NO LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO THE UMBRELLA USER (INCLUDING ANY OF ITS AUTHORISED USERS) OR ANY OTHER PARTY TO THESE MILLTECH CASH MANAGEMENT PLATFORM TERMS, EVEN IF MILLTECH HAS BEEN APPRISED OF THE POSSIBILITIES OF SUCH DAMAGES, AND WHETHER OR NOT SUCH COULD HAVE BEEN FORESEEN OR PREVENTED. IN NO EVENT WILL MILLTECH'S LIABILITY TO THE UMBRELLA USER (INCLUDING ANY OF ITS AUTHORISED USERS) UNDER THESE MILLTECH CASH MANAGEMENT PLATFORM TERMS AND IN CONNECTION WITH THE PLATFORM EXCEED, IN THE AGGREGATE, ONE HUNDRED US DOLLARS ($100).
(i) IF THE UMBRELLA USER IS BASED (OR IF ANY OF ITS AUTHORISED USERS LIVES) IN A JURISDICTION THAT DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO THE UMBRELLA USER (AND/OR ITS AUTHORISED USERS) SINCE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
(j) NOTHING IN THESE MILLTECH CASH MANAGEMENT PLATFORM TERMS WILL EXCLUDE OR RESTRICT ANY DUTY OR LIABILITY THAT MILLTECH MAY HAVE TO THE UMBRELLA USER (AND ITS AUTHORISED USERS) UNDER ANY APPLICABLE LAW OR REGULATION (WHICH INCLUDES RULES MADE BY ANY APPLICABLE REGULATORY BODIES, ANY DECISIONS OF A COURT, OMBUDSMAN OR SIMILAR BODY THAT ARE APPLICABLE AND BINDING ON MILLTECH, AND ANY APPLICABLE INDUSTRY GUIDANCE OR CODES OF PRACTICE THAT ARE FOLLOWED BY MILLTECH), WHICH MILLTECH IS NOT PERMITTED TO EXCLUDE UNDER APPLICABLE LAW OR REGULATION.
20. Indemnity
(a) The Umbrella User and the User Group Signatory will each indemnify, defend, and hold MillTech, and each of the MillTech Affiliate's respective directors, officers, employees, affiliates, agents, contractors, licensors, members, partners, managers and suppliers harmless with respect to any and all suits, claims, demands, liabilities, losses, obligations, damages, costs and expenses (including but not limited to, reasonable attorney’s fees and other legal expenses) arising out of, alleged to arise out of, or related to:
(i) the Umbrella User's (or any of the Umbrella User's employees', officers', contractors', agents' or other person acting on the Umbrella User's behalf, including for the sake of clarity any of its Authorised Users') breach of these MillTech Cash Management Platform Terms, including, but not limited to, any infringement by the Umbrella User (or any of the Umbrella User's employees, officers, contractors, agents or other person acting on the Umbrella User's behalf, including for the sake of clarity any of its Authorised Users) of the copyright or intellectual property rights of any third-party; or
(ii) the Umbrella User's (or any of the Umbrella User's employees', officers', contractors', agents' or other persons' acting on the Umbrella User's behalf including for the sake of clarity any of its Authorised Users') use or misuse of the Platform (or any portion thereof), including, but not limited to, the use, or provision to third parties of any materials, data (including without limitation Third-party Data), information, content or reports generated by or exported from the Platform; or
(iii) any authorised or unauthorised or otherwise inappropriate use of any of the materials, data (including without limitation Third-party Data), information, or content of the Platform attributable to the Umbrella User (or any of the Umbrella User's employees, officers, contractors, agents or other persons acting on the Umbrella User's behalf including for the sake of clarity any of its Authorised Users) or which occurs through the use of any Security Information supplied to the Umbrella User or any of its Authorised Users.
(b) Furthermore, MillTech shall have the right to injunctive relief to enforce its rights hereunder, for which the Umbrella User and the User Group Signatory each waive the requirement, if any, to post any bond, or similar requirement.
21. Compliance Rules
(a) Certain Authorised Users may be able to apply self-directed compliance rules to their Umbrella User Accounts on the Site (the “Compliance Rules”).
(b) The Umbrella User acknowledges that
(i) any Compliance Rules are solely the responsibility of the Umbrella User and their Authorised Persons;
(ii) the data the Compliance Rules may rely on are based on data provided to the Site by third-party providers and consequently the rules may operate based on incomplete or inaccurate data (the “Compliance Rules Data”);
(iii) the Compliance Rules Data is only updated once per day at the end of the day, meaning that certain Compliance Rules data may be out of date when the Compliance Rules are operational; and
(iv) the Compliance Rules do not apply to any Orders that are raised via STP or otherwise raised outside of the Site.
22. Additional Disclosures: Fund, Distributor and Advisor Disclosures
(a) Disclosures related to all users:
(i) PAST PERFORMANCE IS NOT A RELIABLE INDICATOR OF FUTURE RESULTS AND SHOULD NOT BE THE SOLE FACTOR OF CONSIDERATION WHEN SELECTING A PRODUCT.
(ii) Fund prospectuses and other documentation and information about Funds ("Fund Documents") can usually be found on the relevant Fund's website or that of its manager or sponsor.
(iii) The Umbrella User should (through its Authorised Users) read the Fund Documents carefully before making any investment decision.
(iv) The Umbrella User (and any Authorised Users that have authority to make investment decisions for and on behalf the of the Umbrella User or its underlying clients) should consider the investment objectives, risks and expenses of a Fund carefully before investing.
(v) The Umbrella User, as a prospective investor, should consult independent advisors prior to making a decision to invest in a Fund about the suitability of the Fund for their particular circumstances, including in relation to taxation, and should inform itself as to the legal requirements of applying for an investment.
(b) Fees Disclosure
(i) MillTech is paid fees by the Funds, or the managers, sponsors, distributors, operators or affiliates of these entities, in exchange for MillTech providing the Umbrella Users and other users on the Platform with connectivity to the Funds (and their distributors and transfer agents) on the Platform. These fees enable Milltech to provide the Platform to the Umbrella Users and other users without charge.
(ii) In general terms, these fees are calculated by reference to the balances held by Umbrella Users and other users of the Platform in each Fund via the Platform. Fees are paid by the Funds, or by the managers, distributors, operators or affiliates of the entities, to MIllTech at certain intervals on an ongoing basis. The exact fees payable to MillTech and how those fees are calculated may vary between the Funds and may be adjusted from time to time.
(iii) The fees payable to MillTech in respect of each Fund are within the range of 0.00% to 0.60% of the average daily net asset value of the Shares of the Funds that are held by the Umbrella Users and other users of the Platform during such monthly period via the Platform. The Umbrella User acknowledges receipt of this fee disclosure by accepting these Terms.
(iv) MillTech will provide information about the actual range of fees received on an annual basis by updating these Terms.
(c) Additional EMEA Disclosures:
(i) The Funds are not guaranteed investment vehicles. An investment in the Funds is different from an investment in deposits; the principal invested in a Fund is capable of fluctuation and the risk of loss of the principal is to be borne by the investor.
(ii) Disclosures related to money market funds: A money market fund does not rely on external support for guaranteeing the liquidity of the money market fund or stabilising the NAV per Share.
(iii) Nothing herein or on the Platform constitutes an offer to invest in a Fund. Any decision to invest should be made in accordance with the Fund's prospectus and any other materials that the prospectus may direct the Umbrella User to, including any Key Investor Information Document or, if applicable, Key Information Document, and the Fund's financial statements and reports. The distribution of this information in certain jurisdictions may be restricted and, persons into whose possession this information comes are required to inform themselves about and to observe such restrictions.
23. Additional Provisions
(a) Reasonable Requests for Information. MillTech may reasonably request the Umbrella User (or the User Group Signatory, in respect of the Umbrella User) to provide additional information and documents at any time, including to enable MillTech to comply with its relevant contractual, legal and regulatory obligations. If such a reasonable request for information is made, the Umbrella User or User Group Signatory will give the information requested to MillTech as soon as possible. If the Umbrella User or User Group Signatory does not comply with the request, or if MillTech suspects fraudulent or criminal activity of any kind in connection with the Umbrella User's actual/anticipated relationship with MillTech:
(i) The Umbrella User might not be able to access the Site or use the Platform; or
(ii) MillTech might try to get the information requested from another source; or
(iii) MillTech could block or close the Umbrella User's account(s); or
(iv) MillTech could refuse to carry out the Umbrella User's instructions.
(b) The Umbrella User or User Group Signatory (as applicable) must ensure the information it gives to MillTech is accurate and up to date. The Umbrella User or User Group Signatory (as applicable) must notify MillTech of changes to the information within 30 days of the change.
(c) At all times, MillTech will use the Umbrella User's and/or Authorised Users' Personal Information as explained in the Privacy Policy. In addition, MillTech will give the Umbrella User's and/or Authorised Users' information (including, without limitation, Personal Information) to others if: MillTech is compelled to do so by an Applicable Rules, including relevant money laundering laws; MillTech has a public duty to disclose it; MillTech needs to disclose to protect its own interests (for example in any legal proceedings); or if MillTech has the Umbrella User's and/or Authorised User’s specific agreement (as applicable). For example, if MillTech believes the Umbrella User may have tax obligations in other countries, MillTech may have to disclose information about the Umbrella User and/or the Authorised Users directly to HM Revenue & Customs ("HMRC") or other local tax authorities.
(d) The Umbrella User hereby consents to MillTech requesting any information and documents at any time in respect of the Umbrella User and/or any Authorised User (or their underlying clients) from the relevant Fund(s) or service provider(s) to the Fund(s) including the transfer agent for the Fund(s) to enable MillTech to comply with its legal and regulatory obligations. If such request(s) for information is made by MillTech, the Umbrella User hereby authorise the information requested to be provided immediately to MillTech by the Fund or relevant service providers to the Fund(s) including the transfer agent for the Fund(s).
(e) Permitted Jurisdictions. The information provided on or through the Platform is not intended for distribution to, or use by, and Funds made available on the Platform are not intended for, any person or entity in any jurisdiction or country where such distribution or use, or offer to sell, would be contrary to law or regulation or which would subject MillTech or its Affiliates to any registration or licensing requirement within such jurisdiction or country (that it does not already satisfy). The Platform will not be considered a solicitation for or offering of any investment product or platform to any person in any jurisdiction where such solicitation or offering would be illegal or contrary to any Applicable Rules.
(f) In particular, no securities referred to herein situated outside of the United States have been or will be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and none of the Funds situated outside of the United States made available on the Platform has been registered under the United States Investment Company Act of 1940, as amended (the "1940 Act"), or the securities laws of any state or other jurisdiction of the United States. If the Umbrella User is located outside the United States and not a "U.S. Person" as defined in Regulation S under the Securities Act then it is not required to give the representations in clause 23(l) below. If the Umbrella User is a "U.S. Person" as defined in Regulation S under the Securities Act then it is required to give the representations in clause 23(l) below.
(g) Links to Other Websites. MillTech may establish links between the Platform and one or more websites operated by third parties. MillTech has no control over any such other websites, the contents therein or the products/services offered. The existence of any such links shall not constitute an endorsement of, or representation or warranty by MillTech regarding such websites, the contents of the websites, the products or services of the websites or the operators of the websites. The Umbrella User's (including any of its Authorised Users') access to and use of such linked websites is governed by the terms of use and privacy policies of those websites and shall be at the Umbrella User's (and its Authorised Users’) own risk. MillTech disclaims responsibility for the privacy policies and customer information practices of third-party internet websites hyperlinked from the Platform.
(h) Links to MillTech from Other Website’s. Except as permitted under these MillTech Cash Management Platform Terms, the Umbrella User shall not display hyperlinks on its websites to any website owned or operated by MillTech. If the Umbrella User desires to display on a website a hyperlink to a MillTech website, the Umbrella User must enter into a written agreement with MillTech governing such display. Access to any MillTech website does not authorise the Umbrella User (or any of its Authorised Users) to use any of MillTech's names, logos, trademarks or copyrighted material, and the Umbrella User, and each of its Authorised Users, agrees not to do so without MillTech's express written consent. Requests to display hyperlinks on the Umbrella User's Websites to MillTech websites should be e-mailed to info@milltech.com.
(i) Transmissions to and from the Site. Electronic communications can be intercepted by third parties and, accordingly, transmissions to and from the Platform (whether using the Site or the STP Functionality) may not be secure. Communications to MillTech, particularly those containing confidential information, may be sent by post to Head of IT Security, Millennium Global Treasury Services Limited, 15th Floor, 88 Wood Street, London EC2V 7QR.
(j) MillTech makes no warranty to the Umbrella User, or any of its Authorised Users, regarding the security of the Platform, including regarding the ability of any unauthorised persons to access information received or transmitted by the Umbrella User, or any of its Authorised Users, through or from the Platform. MillTech reserves the right to cease providing, or to change, the Platform and content of such information (or any portion or feature thereof) at any time or frequency and without notice.
(k) E-mail and Marketing. MillTech from time to time may send the Umbrella User (and its Authorised Users) emails and other communications. MillTech may use third-party tools and systems to configure and transmit such emails and communications. The Umbrella User, and each of its Authorised Users, acknowledges that the details of and legal bases for how MillTech may contact the Umbrella User (and its Authorised Users) or use third-party tools to contact the Umbrella User (and its Authorised Users) are contained in MillTech's Privacy Policy.
(l) Timeliness of Content. The Umbrella User and each of its Authorised Users, acknowledges that all content on the Platform is presented only as of the date published or indicated, and may be superseded by subsequent market events or for other reasons. In addition, the Umbrella User, and each of its Authorised Users, is responsible for setting the cache and all browser, web or other technological settings on to ensure the Umbrella User, and each of its Authorised Users, is receiving the most recent data (including without limitation Third-party Data).
(m) Prohibited Uses. Except as otherwise stated in these MillTech Cash Management Platform Terms or as expressly authorised by MillTech in writing, neither the Umbrella User nor any of its Authorised Users may:
(i) Include the term "MillTech" or any MillTech trademark or executive's name, or any variation of the foregoing, as a meta-tag, hidden textual element; or
(ii) Use the Platform or the content in any manner that could create impression of affiliation with, or sponsorship or endorsement by, MillTech.
(iii) Use the Platform or the content in any manner that could create impression of affiliation with, or sponsorship or endorsement by, MillTech.
(n) System Outages and Incomplete Transmissions. Internet software, outages of the Platform, transmission problems and other technological problems may produce inaccurate or incomplete copies of information and materials that may be downloaded and displayed on a user's computer. MillTech and the Funds are not liable for any damages, changes, or omissions that occur during transmission of information and materials.
(o) Assignment. Neither the Umbrella User nor any of its Authorised Users may assign, transfer, or otherwise dispose of (in any manner whatsoever) the benefit or burden of these MillTech Cash Management Platform Terms without the prior written consent of MillTech. MillTech may assign or otherwise transfer the benefit or burden of these MillTech Cash Management Platform Terms to any person at any time.
(p) No Partnership. Nothing in these MillTech Cash Management Platform Terms or referred to in it or any arrangement contemplated by it shall constitute MillTech or the Umbrella User a partner of any other.
(q) Effect of Termination. The termination of these MillTech Cash Management Platform Terms for any reason shall not affect this clause 23(q) and clauses 12 (Intellectual Property Rights), 13 (Trademarks and Third-Party Trademarks), 17 (Confidentiality), 19(Warranty Disclaimer and Limitation of Liability), 20 (Indemnity), 23(o) (Assignment), 23(s) (Waiver), and 23(z) (Governing Law, Venue; Injunctive Relief; Waiver of Jury Trial), which shall continue in force after such termination.
(r) Third Parties. No term of these MillTech Cash Management Platform Terms is enforceable under the Contracts (Rights of Third Parties) Act 1999 or otherwise by a person who is not a party to these MillTech Cash Management Platform Terms including, for the avoidance of doubt, by any Authorised User or any underlying client of an Umbrella User, or by the User Group Signatory.
(s) Waiver. No waiver by MillTech of any right under or term or provision of these MillTech Cash Management Platform Terms will be deemed a waiver of any other right, term, or provision of these MillTech Cash Management Platform Terms at the time of such waiver or a waiver of that or any other right, term, or provision of these MillTech Cash Management Platform Terms at any other time.
(t) Severability; Miscellaneous. If any provision of these MillTech Cash Management Platform Terms is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these MillTech Cash Management Platform Terms and will not affect the validity and enforceability of the remaining provisions. If the agreement to and acceptance of these MillTech Cash Management Platform Terms by the User Group Signatory on behalf of the Umbrella User is deemed void or invalid for any reason, all obligations of the Umbrella User under these MillTech Cash Management Platform Terms shall be deemed to be obligations of the User Group Signatory to procure that the Umbrella User will comply with such obligations.
(u) Access. MillTech will not be responsible for providing the dial-up, DSL, cable modem or other form of internet access and any other hardware and software necessary to access and use the Platform. MillTech will not be responsible for ensuring the availability, reliability or accuracy of third-party technology (e.g. the SWIFT network or the Umbrella User's server) which may be required or used by the Umbrella User to use the Platform.
(v) Compliance with Law. The Umbrella User will comply with all laws applicable to the Umbrella User and will procure that each of its Authorised Users acts consistently with such laws and in accordance with all laws applicable to Authorised Users.
(w) Third-party Materials. MillTech or its business partners may present advertisements, marketing or promotional materials on or through the Platform. The Umbrella User's, and any of its Authorised Users', dealings with, or participation in promotions of, any third-party advertisers on or through the Platform are solely between the Umbrella User, and its Authorised Users, and such third-party and the Umbrella User's, and each of its Authorised Users', participation is subject to the terms and conditions associated with that advertisement or promotion. The Umbrella User, and each of its Authorised Users, agrees that MillTech is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third-party materials on the Platform.
(x) Knowledge of Copyright Infringement. If the Umbrella User (or any of its Authorised Users) knows of, or suspects, copyright infringement, please send a notice to Millennium Global Treasury Services Limited, 15th Floor, 88 Wood Street, London EC2V 7QR. The notice must contain all of the following information: details (including contact details) of the owner of the right alleged to be infringed, details of the copyright work claimed to have been infringed, details of the alleged infringing material/activity, confirmation that the Umbrella User (and the relevant Authorised User, as applicable) has a good faith belief that the use of the alleged infringing material/activity is not authorised and confirmation that the details provided by the Umbrella User (and the relevant Authorised User, as applicable) are accurate and that the Umbrella User (and the relevant Authorised User, as applicable) is authorised to act on behalf of the owner of the rights alleged to be infringed. The notice must be signed by the Umbrella User (and the relevant Authorised User, as applicable) as a person authorised to act on behalf of the rights holder.
(y) Sanctions. The Umbrella User represents that it and each of its Authorised Users is not a Sanctioned Person, and the Umbrella User further represents that no member of its corporate group, or any director or employee of the Umbrella User (including any Authorised User) or any member of the Umbrella User's corporate group, is a Sanctioned Person.
(i) The Umbrella User represents that it does not act directly or indirectly on behalf of a Sanctioned Person, and that none of its Authorised Users act directly or indirectly on behalf of a Sanctioned Person. The Umbrella User further represents that no member of the Umbrella User's corporate group, or any director or employee of the Umbrella User (including any Authorised User) or any member of the Umbrella User's corporate group, acts directly or indirectly on behalf of a Sanctioned Person.
(ii) The Umbrella User represents that it, and each member of the Umbrella User's corporate group, is in compliance with all applicable Sanctions, and is not engaged in any activities that would reasonably be expected to result in the Umbrella User or any member of the Umbrella User's corporate group being designated as a Sanctioned Person.
(iii) MillTech shall have the right to terminate these MillTech Cash Management Platform Terms with immediate effect if, in MillTech's view, any of the representations the Umbrella User makes under this clause are incorrect or become incorrect.
(iv) For the purpose of this clause:
"Sanctioned Person" means a person that is listed on, or owned or controlled by, or acting on behalf of, a person listed on any Sanctions List, or who is otherwise the target of Sanctions.
"Sanctions" means any laws or regulations relating to economic or financial sanctions or trade embargoes or related restrictive measures imposed, administered or enforced from time to time by a Sanctions Authority.
"Sanctions List" means the Specially Designated Nationals and Blocked Persons list maintained by OFAC, the Denied Persons List maintained by the US Department of Commerce, the Consolidated List of Financial Sanctions Targets maintained by His Majesty’s Treasury, the Consolidated List of all persons and entities designated for the purposes of sanctions regimes implemented under Australian sanction laws maintained by the Department of Foreign Affairs and Trade, or any other list issued or maintained by any Sanctions Authorities of persons subject to Sanctions (including investment or related restrictions), each as amended, supplemented or substituted from time to time.
"Sanctions Authority" means (i) the United Nations Security Council; (ii) the United States government; (iii) the European Union; (iv) the United Kingdom government; (v) the Australian Government; (vi) the respective governmental institutions and agencies of any of the foregoing, including the Office of Foreign Assets Control of the US Department of Treasury, the United States Department of State and Department of Commerce, and His Majesty’s Treasury; and (vii) any other governmental institution or agency with responsibility for imposing, administering or enforcing Sanctions with jurisdiction over any the Umbrella User or any member of the Umbrella User's corporate group.
(z) Governing Law, Venue; Injunctive Relief; Waiver of Jury Trial. These MillTech Cash Management Platform Terms and any dispute, claim, controversy or difference arising out of or in connection with these MillTech Cash Management Platform Terms or the Platform or any non-contractual obligations relating to these MillTech Cash Management Platform Terms or the Platform will be governed by the laws of England and Wales. The Courts of England will have exclusive jurisdiction for any claim, action or dispute with MillTech or relating in any way to the Umbrella User's (and its Authorised User’s) use of the Platform will be in England and Wales and the venue for the adjudication or disposition of any such claim, action or dispute will be in London. Furthermore, MillTech shall have the right to injunctive relief to enforce its rights hereunder, for which the Umbrella User, and each of its Authorised Users, waives the requirement, if any, to post any bond, or similar requirement. The Umbrella User, and each of its Authorised Users, hereby agrees to waive any right to have a jury participate in the resolution of any dispute or claim between the Umbrella User and/or its Authorised Users and MillTech related in any way to these MillTech Cash Management Platform Terms or the Umbrella User's and/or its Authorised Users' use of the Platform.
(aa) Notices. MillTech may send notices to the Umbrella User (or the Authorised User acting on behalf of the Umbrella User) with respect to the Umbrella User's use of the Platform by sending an email message to any email address listed in the account information of the relevant Umbrella User (or Authorised User acting on behalf of the Umbrella User), by sending a letter via post to the contact address listed in that account information, or by a posting a note on the Site when the Umbrella User (or Authorised User acting on behalf of the Umbrella User) accesses an Umbrella User account. The Umbrella User agrees that MillTech may provide notice to the Umbrella User through such means. Unless otherwise stated in the notices, the notices will become effective immediately. The Umbrella User should therefore check the Site frequently for notices.
(bb) General Contact Information. For questions regarding the Platform or the Umbrella User's use of the Platform, please contact MillTech or the Umbrella User's relationship manager.
24. Additional Information for Umbrella Users
(a) Where the relevant Umbrella User (or its underlying client, where the Umbrella User is acting as Agent) is based in any of the jurisdictions set out in the Country Regulatory Disclosures Appendix, the provisions set out for the appropriate country shall apply such Umbrella User and, to the extent that they are inconsistent with any other term set out in these MillTech Cash Management Platform Terms, the provisions in the Country Regulatory Disclosures Appendix shall prevail with respect to the relevant Umbrella User in those jurisdictions.
(b) MillTech is subject to MiFID II, and the "Regulatory Disclosures Appendix" to these MillTech Cash Management Platform Terms also apply to the Umbrella Users when contracting with MillTech.
REGULATORY DISCLOSURES APPENDIX
1. Additional information about MillTech
(a) Services are provided by MillTech.
(b) Millennium Global Treasury Services Limited is a legal entity trading under the name of “MillTech” and is authorised and regulated by the FCA. The FCA's contact address is: 12 Endeavour Square, London, E20 1JN; and contact information is available on its website.
2. Client Categorisation
(a) MillTech has categorised the Umbrella User as a professional client or eligible counterparty under Applicable Rules for the purposes of the provision of services provided under these MillTech Cash Management Platform Terms and for the purposes of MiFID II. MillTech may have informed the Umbrella User of its categorisation separately.
(b) Where the Umbrella User has been classified pursuant to requirements under Applicable Rules, the Umbrella User is responsible for notifying MillTech immediately if, at any point in time, the Umbrella User no longer wants to be, or considers that the Umbrella User does not meet the criteria to be categorised as a professional client (whether a per se professional client or an elective professional client) or an eligible counterparty, as appropriate. If a change of categorisation is required, the Umbrella User consents to MillTech taking such action as it considers necessary or appropriate in relation to such change, which may mean that MillTech cannot continue to provide the Umbrella User with services pursuant to these MillTech Cash Management Platform Terms and that MillTech has to immediately terminate these MillTech Cash Management Platform Terms with the Umbrella User.
3. General Information about MillTech and its Services
(a) MillTech and Umbrella User may communicate with and provide information to each other in whatever medium deemed appropriate. This may include use of e-mail, the internet or other electronic means, in the place of paper communications. For example, certain information related to the services will be provided to the Umbrella User in a durable medium or through a website.
(b) The Umbrella User acknowledges that instructions or communications conveyed by electronic methods, such as facsimile or e-mail, are not secure forms of communication and may accordingly give rise to higher risks of manipulation or attempted fraud. MillTech will not be liable for acting in reliance upon any notices or instructions received from the Umbrella User and will not be required to verify any communications received from the Umbrella User or the Umbrella User Authorised Signatories by e-mail or from the Umbrella User's server or otherwise. MillTech might not encrypt or digitally sign any information transferred by internet and/or e-mail.
(c) Except as otherwise specified by separate agreement, the Umbrella User and MillTech shall communicate in English. That said, there may be circumstances where MillTech communicates in other languages (such as the Umbrella User's local language) and the Umbrella User accepts that MillTech may communicate and provide information in languages other than English.
(d) The Umbrella User may communicate with MillTech by using the following contact details: Millennium Global Treasury Services Limited, 15th Floor, 88 Wood Street, London EC2V 7QR
(e) When MillTech provides services to the Umbrella User, it will provide the Umbrella User, and/or a third-party designated by the Umbrella User as the appropriate recipient of this information, with periodic statements of the activities it carried out on the Umbrella User's behalf, unless such statements are provided to the Umbrella User by another person. Such statements will be provided to the Umbrella User and/or the Umbrella User's designated recipient at least quarterly and may be provided by means of multiple reports, which may be sent to the Umbrella User together or at different times, and which will together contain all information that we are required to provide to the Umbrella User under applicable rules, including the Umbrella User's holdings and their valuation, fees and charges incurred and a statement of performance during the reporting period.
(f) It is a fundamental requirement for good business practice, and to help mitigate the risk of legal liability, that all potential conflicts of interest are either avoided or, where they cannot be avoided, properly managed. In addition, MillTech’s Regulators globally also require that MillTech identify, avoid and manage the risk that such conflicts damage clients’ interests. MillTech has implemented a Conflicts of Interest Policy designed to ensure the appropriate management of the risks of detriment to clients’ interests from conflicts of interest. More information on the Global Conflicts of Interest Policy can be provided upon request from MillTech.
4. Information about the Financial Instruments
(a) The services offered by MillTech by allowing the Umbrella User to use the Platform only consist of reception and transmission of client orders for Shares in various Funds. Generally speaking, the Funds are collective investment undertakings, the effect of which is to allow an investor to invest money on a pooled basis (along with one or more other investors), typically in accordance with specified investment guidelines. A collective investment undertaking may take various forms including, without limitation, corporates, partnerships or trusts.
(b) All investments in Shares in Funds are made subject to the terms and conditions set out in the latest prospectus of that collective investment undertaking and, where relevant, the other constitutive documentation of that Fund, as amended from time to time.
(c) An investor buys Shares in a Fund in the hope that the value rises over time as the prices of the underlying investments increase. The price of the Shares depends on how the underlying investments perform.
(d) Some Funds are called ‘open-ended’ because the number of Shares in issue increases as more people invest and decreases as people take their money out. The Funds available on the Platform are all open-ended. Some funds may also be purchased or sold on secondary markets by investors. The Platform does not provide and is not a secondary trading facility.
(e) All investment funds are subject to risks, including fluctuations in capital value, and in any particular year losses may be suffered. The managers of the Funds cannot guarantee that it will achieve the investment objectives set out for an investor.
(f) The Umbrella User should always bear in mind that the price of Shares in a fund and the income from them can go down as well as up and is not guaranteed.
5. Inducement Disclosures
(a) MiFID II and the FCA Handbook introduces restrictions on and obligations in relation to the receipt and retention of fees, commissions, monetary and non-monetary benefits ("Inducements") where investment firms, provide certain services to clients, including reception and transmission of client orders, and certain execution services. In such cases, where a firm receives and retains an Inducement, it must ensure that the receipt and retention of the Inducement is designed to enhance the quality of the relevant service to the client and is properly disclosed. Where authorised intermediaries or distributors are subject to these Inducement rules and receive and/or retain any Inducements, they must ensure that they comply with all applicable legislation.
(b) In order to provide services to the Umbrella User and to make the Platform available to the Umbrella User, MillTech will receive fees from the Funds and their managers and the Umbrella User agrees that MillTech may receive these fees. Information about these fees as disclosed above within these MillTech Cash Management Platform Terms.
(c) In the course of MillTech providing services to the Umbrella User, MillTech may accept permissible minor non-monetary benefits from third parties which consist of the following:
(i) generic information on a financial instrument or investment service, which is personalised to reflect MillTech’s circumstances;
(ii) written material that is commissioned and paid for by a corporate issuer or potential issuer to promote a new corporate issuance, provided that the relationship with the issuer is clearly disclosed in the material and is made available at the same time to all interested firms, or to the general public;
(iii) participation at conferences, seminars and other training events on the benefits and features of specific financial instruments and investment services;
(iv) hospitality of a reasonable de minimis value, including food and drink during a business meeting, seminar, conference or training session;
(v) research relating to an issue of securities, which is produced by an underwriter/placing agent acting for the issuer and (i) is produced prior to the issue being completed; and (ii) is made available to prospective investors in the issue; or
(vi) research which is received for limited trial periods so that MillTech may evaluate a research provider’s research service.
(d) In each case MillTech considers that the minor non-monetary benefit is:
(i) capable of enhancing the quality of the service provided to MillTech's clients;
(ii) of a scale and nature that it could not be judged to impair MillTech’s compliance with its duty to act honestly, fairly and professionally in the best interests of its clients; and
(iii) reasonable, proportionate and of a scale that is unlikely to influence the service in any way that is detrimental to the interests of clients.
6. Investment Advice
(a) The Umbrella User acknowledges that, in MillTech providing services under these MillTech Cash Management Platform Terms, MillTech will not, unless otherwise agreed in writing with the Umbrella User, be acting in a fiduciary capacity or provide any personal recommendation to the Umbrella User (or where applicable, the Umbrella User's principal or principals) or any Authorised User in respect of any transaction in financial instruments nor provide any investment advice (within the definition set out in MiFID II or UK financial services laws and regulations) or provide the service of portfolio management (within the definition set out in MiFID II or UK financial services laws and regulations) to the Umbrella User (or where applicable, the Umbrella User's principal or principals) or any Authorised User. Accordingly, the Umbrella User (or where applicable, the Umbrella User's principal or principals) and each Authorised User should make its own assessment of any transaction that the Umbrella User is considering in the light of the Umbrella User's own objectives and circumstances including the possible risks and benefits of entering into that transaction. The Umbrella User (or where applicable, the Umbrella User's principal or principals) or any Authorised User should not rely on any information, proposal or other communication from MillTech as being a recommendation or advice in relation to that transaction.
(b) Any marketing communication provided to the Umbrella User (or where applicable, the Umbrella User's principal or principals) or any Authorised User shall not be taken as an endorsement of or advice regarding the products and services concerned. MillTech shall not be required to carry out an assessment of the Umbrella User's (or where applicable, the Umbrella User's principal’s or principals’) financial position or investment objectives when providing marketing information.
7. Provision of Services in Non-Complex Instruments
Please note that MillTech is not required to (and will not, unless MillTech has agreed otherwise) assess the appropriateness of the financial instrument or service provided or offered to the Umbrella User where the service only consists of execution or reception and transmission of client orders for non-complex instruments at the Umbrella User's own initiative. In such circumstances the Umbrella User will therefore not benefit from the protection of the conduct of business regulations relating to the assessment of appropriateness pursuant to the applicable Regulator's conduct of business rules.
8. Product Governance
Authorised intermediaries which offer, recommend or sell Shares in the Funds will comply with all laws, regulations and regulatory requirements applicable to them. Such intermediaries should consider such information about the Funds as is made available by the managers and transfer agents of those Funds for the purposes of the product governance regime under MiFID II, including, without limitation, target market information.
9. Complaints Handling
(a) MillTech has a complaints management policy in place for the effective consideration and prompt and proper handling of complaints from clients.
(b) If the Umbrella User is not entirely satisfied with any aspect of the service the Umbrella User has received and the Umbrella User wishes to complain, please contact Millennium Global Treasury Services Limited, 15th Floor, 88 Wood Street, London EC2V 7QR
(i) If the Umbrella User's complaint is not dealt with to its satisfaction, the Umbrella User may be able to refer it to the Financial Ombudsman Service, whose address is:
Financial Ombudsman Service Ltd
South Quay Plaza,
183 Marsh Wall, London
E14 9SR
Website: www.financial-ombudsman.org.uk
Tel: 0800 023 4567.
(c) Further information on MillTech's complaints handling procedures will be provided to clients or potential clients on request.
10. Recording and Retention of Communications
(a) MillTech is required to record telephone conversations and keep copies of electronic communications between itself and its clients, which are made, sent or received in the course of providing a service.
(b) Where required by regulation, MillTech will keep records of telephone conversations and electronic communications for a period of seven years. Copies of such records are available to clients upon request.
11. Consent to Provision of Information by Website
In accordance with Applicable Rules, there may be circumstances in which MillTech can provide the Umbrella User with information via electronic means, including by way of publication on a website, where the provision of information in such a format is appropriate to the context in which the business between MillTech and the Umbrella User is conducted. Unless the Umbrella User informs MillTech otherwise, the Umbrella User expressly agrees that it has specifically chosen and expressly consent to the provision of information by electronic means, including by way of publication on a website where appropriate, including, but not limited to, ex-ante information about costs and charges that MillTech estimates the Umbrella User will incur in connection with MillTech's services and products that the Umbrella User might purchase through our services, such link information to be made available upon request.
COUNTRY REGULATORY DISCLOSURES APPENDIX
(i) Bermuda. The Umbrella User (or the User Group Signatory, on behalf of the Umbrella User) acknowledges and agrees that the Platform is not a promotion of any Fund by MillTech and nothing herein constitutes an offering or placement of any Fund. The Umbrella User (or the User Group Signatory, on behalf of the Umbrella User) further represents and warrants that (a) it is, and at all times will remain, a class of undertaking listed in Section 1 to the Schedule of the Investment Business (Exemptions) Order 2004, as amended from time to time ("Qualified Person") and (b) all of the Umbrella User’s interactions outside of the Platform with any Fund to which the Umbrella User has access to through the Platform (including, without limitation, in connection with account openings or any offering, placement, purchase, sale, or issuance of a Fund’s securities) have been, and will be, conducted in accordance with the Investment Funds Act 2006, as amended from time to time. The Umbrella User (or the User Group Signatory, on behalf of the Umbrella User) undertakes to immediately notify MillTech in writing if any of the representations and warranties in this clause cease to be true.
(ii) Canada. The Umbrella User represents and warrants that it is an 'accredited investor' as defined in National Instrument 45-106 and acknowledges that it is purchasing the securities as principal for its own account and not for the benefit of any other person. The Umbrella User acknowledges that by purchasing securities under an exemption from the prospectus requirement, it may not receive information that would otherwise be required to be provided under Canadian securities laws and may not have the same rights and protections as investors who purchase securities under a prospectus. The Umbrella User consents to the disclosure of its identity, beneficial ownership, and investment details to regulatory authorities or issuers as required by applicable Canadian laws and regulations. The Umbrella User acknowledges and agrees that, as a professional investor, it may not be entitled to certain statutory rights or remedies available to retail investors under Canadian securities laws.
(iii) Cayman Islands. The Umbrella User (or the User Group Signatory, on behalf of the Umbrella User) represents and warrants that it is a sophisticated person or a high-net-worth person as those terms are defined in the Cayman Islands Securities Investment Business Law (2019 Revision) as amended from time to time. The Umbrella User (or the User Group Signatory, on behalf of the Umbrella User) further represents and warrants that it is not a member of the public as that term is defined in the Cayman Islands Mutual Funds Law (2018 Revision) as amended from time to time. The Umbrella User (or the User Group Signatory, on behalf of the Umbrella User) undertakes to immediately notify MillTech in writing at any point the Umbrella User ceases to meet the criteria set out in this clause. The Umbrella User (or the User Group Signatory, on behalf of the Umbrella User) acknowledges that MillTech is not intending, and is not licensed or registered, to conduct business in, from or within the Cayman Islands.
(iv) European Union. The Umbrella User acknowledges and accepts that, as a professional client within the meaning of the member country local legislation and MiFID II, certain conduct of business rules and investor protections do not apply. The Umbrella User confirms that it has the necessary experience, knowledge and expertise to make its own investment decisions and properly assess the risks involved. The Umbrella User expressly requests to be treated as a professional client and acknowledges that it may lose the benefit of certain protections afforded to retail clients, including but not limited to the right to receive detailed information on financial instruments, suitability and appropriateness assessments, and best execution requirements. The Umbrella User consents to the disclosure of its identity, beneficial ownership, and investment details to regulatory authorities or issuers as required by applicable Member Country local laws and regulations.
(v) Hong Kong. The Umbrella User represents and warrants that is not and at all times will remain an Institutional Professional Investor as defined under paragraphs (a) to (i) of the definition of “professional investor” in section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance, as amended from time to time. The Umbrella User undertakes to immediately notify MillTech in writing at any point the Umbrella User ceases to be an Institutional Professional Investor.
(vi) Ireland. The Umbrella User (or the User Group Signatory, on behalf of the Umbrella User) acknowledges and agrees that the Platform is not an advertisement for any Fund and nothing herein constitutes an offering or placement of any Fund.
(vii) Norway. The Umbrella User acknowledges and accepts that, as a professional client within the meaning of the Norwegian Securities Trading Act and MiFID II, certain conduct of business rules and investor protections do not apply. The Umbrella User confirms that it has the necessary experience, knowledge and expertise to make its own investment decisions and properly assess the risks involved. The Umbrella User expressly requests to be treated as a professional client and acknowledges that it may lose the benefit of certain protections afforded to retail clients, including but not limited to the right to receive detailed information on financial instruments, suitability and appropriateness assessments, and best execution requirements. The Umbrella User consents to the disclosure of its identity, beneficial ownership, and investment details to regulatory authorities or issuers as required by applicable Norwegian laws and regulations.
(viii) Singapore. The Umbrella User (or the User Group Signatory, on behalf of the Umbrella User) represents and warrants that it is and at all times will remain an Institutional Investor as defined under section 4A of the Securities and Futures Act ("SFA"), as may be amended from time to time. The Umbrella User (or the User Group Signatory, on behalf of the Umbrella User) undertakes to immediately notify MillTech in writing at any point if the Umbrella User ceases to be an Institutional Investor. The Funds which connectivity is provided via the Platform may not have been registered with the Monetary Authority of Singapore for offering or distribution in Singapore. Accordingly, the information contained on the Platform may not be circulated or distributed, nor may the Funds be offered or sold whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor pursuant to Section 304 SFA or (ii) otherwise pursuant to and in accordance with the conditions of any other applicable provision of the SFA.
(ix) Switzerland. The Umbrella User (or the User Group Signatory, on behalf of the Umbrella User) represents and warrants the Umbrella User is and at all times will remain a qualified investor as defined in the Swiss Collective Investment Schemes Act ("CISA") of 23 June 2006, as amended from to time. The Umbrella User (or the User Group Signatory, on behalf of the Umbrella User) undertakes to immediately notify MillTech in writing at any point if the Umbrella User ceases to be a qualified investor as defined in CISA.
(x) United Arab Emirates (onshore region excluding ADGM and DIFC regions). The Umbrella User (or the User Group Signatory, on behalf of the Umbrella User) represents and warrants that it is and at all times will remain a Qualified Investor as defined under Article 1 of the SCA Board of Directors Decision No. (3/R.M) of 2017 Concerning the Organization of Promotion and Introduction, as amended in 2019, as may be amended from time to time. The Umbrella User (or the User Group Signatory, on behalf of the Umbrella User) undertakes to immediately notify MillTech in writing at any point it ceases to be a Qualified Investor.