Terms and conditions of FRS Compliance Services

The access to and the use of the FundRock Switzerland SA ("FRS") Compliance Services and any related services (the "Services") is subject to the following terms and conditions ("Terms"). Please read them carefully as by subscribing to or using the Services, including without limitation each time you access it, you will be deemed to have agreed to them. By subscribing, acceding to or using the Services, you confirm that you have the capacity, authority and are entitled under any applicable laws or regulations to do so. These Terms are subject to change from time to time without notice.

1. Scope and other terms

The Services covered by these Terms include the services described in the FinSA compliance service proposal letter provided to you by FRS. These Terms apply in addition to the general website disclaimer available here https://www.fundrock.com/policies-and-compliance/legal-disclaimer/ and any other disclaimer or specific terms or agreements entered into with FRS, unless otherwise explicitly specified in such relevant disclaimers, terms, or agreements. These Terms shall be read in conjunction with FRS privacy policy, which is available here https://www.fundrock.com/policies-and-compliance/legal-disclaimer/. These Terms shall prevail the other disclaimers, terms, agreements, or privacy policy generally applicable, unless otherwise expressly provided for in these Terms or specifically notified to you by FRS.

2. Restrictions on the use

The Services and any information on the website relating to the Services neither constitute an offer or solicitation by or on behalf of FRS or any FRS affiliate to utilise a regulated service, buy or sell funds, securities or similar financial instruments or participate in a specific trading strategy in any jurisdiction nor constitute a legal or other advice of any kind and are not intended as an advertisement. The access to and use of the Services are subject to punctual due payments and FRS is entitled without notice to suspend the access to or use of the Services in case of any payment failure or delay in excess of 30 days. The information provided by FRS may only be utilised in accordance with any applicable laws and regulations and any breach may trigger without notice the suspension of the access to or use of the Services.

3. Accuracy of information, updates and reliance

The information provided using or in connection with the Services is compiled by FRS and its affiliates and may be obtained from information supplied to us by third parties. FRS and its affiliate cannot guarantee, and make no express or implied representations or warranties as to, accuracy or completeness of such information. The Services are aimed at providing you a support to assist compliance with certain requirements applicable under Swiss law but you are sole responsible to ensure that legal documentation and other information provided to you by FRS is adapted to your business, organization, needs and is compliant with applicable laws and regulations. Information and Services may be updated and FRS or its affiliate have no duty to notify such update. FRS or any of its affiliates, officers, employees, agents or service providers do not accept any liability to any person who does rely on the content of the information provided under or in connection with the Services. Views and opinions given or expressed in connection with the Services, while given in good faith, are not intended to provide an exhaustive statement or any opinion on specific issues and are subject to change without notice. Such views and opinions do not offer legal or other advice and should not be relied upon as such. FRS or any of its affiliates, officers or employees, agents or service providers do not accept any liability to any person who does rely on the content of the website and any document or information relating to the Services.

4. Liability

To the maximum extent permitted by applicable law, neither FRS nor any of its affiliates, directors, employees, other representatives or service providers shall be liable for any errors, inaccuracies or omissions on the website, any information contained herein, or for any loss or damage resulting from its use or use of the Services, unless caused by gross negligence. This limitation of liability includes all damages, losses, costs, claims, liabilities and expenses of any kind whether direct or indirect and consequential, including (but without limitation) legal costs or expenses, loss of profits or revenues, loss of data, indirect loss of profit, loss of or damage to property and/or any wasted expenditure and third party claims. If for any reason any part of this exclusion of liability is deemed unenforceable, the validity of the remaining terms shall not be affected.

5. Electronic communications and Services availability

Electronic communication, including without limitation emails and similar electronic messaging, is neither safe nor confidential and may be subject to technical or operational interferences. FRS cannot guarantee a timely reaction to instructions received via email and does not assume any liability for the infringement of confidentiality and/or any applicable privilege due to email communication unless the infringement is caused by FRS. FRS cannot be held liable in case of interruption of the Services provided in case of technical, hardware or software failure of any kind, lost, or unavailable network connection, or incomplete or delayed transmissions.

6. Duty of care of user

In connection with any means of identification, any password provided by FRS shall immediately be changed upon receipt, where applicable, and subsequently changed on a regular basis. The password must not consist of any combinations that can easily be determined, such as telephone number or dates of birth. All means of identification shall be kept secret and protected against misuse by unauthorised persons. In particular, passwords shall not be stored unprotected on the terminal device of the user or recorded in any other manner. The means of identification shall not be handed over or otherwise made available to third parties. If a user suspects that unauthorised persons have gained knowledge of its means of identification, it shall immediately switch or change the relevant means of identification. If this is not possible, the user shall immediately arrange to have access to the Services blocked or must block it him/her/itself. Any risk of unauthorised access to the user’s terminal device must be minimized, in particular by ensuring that the relevant operating system and browser are up-to-date and any customary security precaution, such as use of anti-virus and firewall, including by installing any software update or security patch, have been implemented on an ongoing basis. If the user suspects that unauthorised third persons have gained access, the user is required to immediately report this to FRS. The user shall hold harmless and indemnify FRS or any of its affiliates, directors, employees, other representatives or service providers in case of damage or loss resulting from such unauthorised access.

7. Prices

The agreed prices (fees, commissions, charges, etc.) and, where applicable, taxes in connection with the Services provided by FRS shall be invoiced either periodically or immediately, at FRS’s discretion, unless otherwise agreed by FRS. The prices are communicated to user by FRS separately. FRS reserves the right to adjust its prices or to introduce new prices at any time, in particular if market conditions change or for any other objective reason. Such changes shall be communicated in an appropriate manner. Price increases and newly introduced prices shall be deemed to have been accepted unless the affected Services are terminated within 30 days of communication. Interest will be due at a rate of 6% for failing to settle any invoices within the payment period of 30 days and will be payable 15 days thereafter.

8. Confidentiality and data protection

FRS shall treat as confidential all information disclosed by the client pursuant to the service agreement. FRS is authorized to collect, disclose, transfer, process and store all or part of the information (including personal information and data) provided under or in connection with the Services (which includes information provide by you under FRS representation and distribution services not subject to these Terms) to or with FRS affiliates (including without limitation any Apex Group entities) in or outside Switzerland, the EEA, or UK, such as in the US, irrespective of the equivalence of such jurisdiction with Swiss data protection rules, for business and marketing purposes (including cross-selling). In that respect, you waive any applicable confidentially duty of FRS and agrees with any disclosure as set forth above, provided that FRS affiliates are subject to the same confidential duty as imposed on FRS under the agreement. Further, you understand that any FRS affiliates or Apex Group entities, in our outside of Switzerland, EEA and UK, are entitled to collect, disclose, transfer, process and store information (including personal information and data) for business and marketing purpose not directly related to the FRS Compliance Services. If third party data are part of the data collected, disclosed, transferred, processed and stored, You confirm that the third parties in question have authorized the collection, disclosure, transfer, processing and storage in accordance with this clause and, where applicable, you undertake to inform the third parties in question and to hold harmless and indemnify FRS or its affiliates for any cost and damage or loss related to such data or to a third party's claim in this respect.

9. Client care and complaints

FRS and its affiliates aim to offer all users an efficient and effective Service. However, if any problems do arise or in case of any suggestions on how FRS can improve its Services, please do not hesitate to contact FRS for a discussion. The Services provided under these Terms do not constitute financial services under FinSA and FinSA related rules, in particular rules of conduct, are not applicable to these services.

10. Termination of the Services

The subscription to FRS’s FinSA compliance Services will be automatically renewed unless terminated by a party by giving prior written notice to the other party of not less than 90 days.

11. Governing Law and Jurisdiction

The Terms, the Services and the section of the website relating to the Services and its access and use are exclusively governed by the substantive laws of Switzerland without regard to conflict of laws rules. Any dispute arising out of or in connection with the Services and/or the website, their access or use shall be subject to the exclusive jurisdiction of the courts of canton de Vaud, Switzerland.

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