Terms of Service

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1. Services & Oxford Risk (OR) Obligation

1.1. OR will perform the Services in relation to the Customer’s Fund/Portfolios/Portfolios by the Delivery Date(s) (unless OR notifies the Customer prior to such Delivery Dates of any revision to the Delivery Dates).

1.2. The Services shall be provided in accordance with Mapping Order as provided to the Customer and Detailed Description of the Fund/Portfolio Mapping Service document.

1.3. The Services shall be carried out in a professional manner with reasonable skill and care.

1.4. The outputs of the Services shall be a risk mapping for each Customer Fund/Portfolio/Portfolio. (“Mapping”) which shall be valid during the Licence Period.

2. Customer Obligations

2.1. The Customer shall be responsible as a condition of OR performing the Services for:

2.1.1. Providing full and accurate details in relation the Customer Fund/Portfolios/Portfolios/Portfolios including without limit the details specified in an appropriate Detailed Description of the Fund/Portfolio Mapping Service Document and Data Provision template as instructed by OR;

2.1.2. Updating OR with any changes to the composition of the Customer Fund/Portfolios/Portfolios (i) during the provision of the Services; and (ii) during the Licence Period;

2.1.3. To be responsible for its own compliance with Financial Conduct Authority (and any successor) rules and all other applicable laws.

2.2. Customer shall endeavour to co-operate fully with OR in any additional reasonable requirements required in order to perform the Services.

3. Licence Mapping

3.1. OR hereby grants during the Licence Period a royalty-free, non-exclusive licence to use and display the Mapping in connection with the relevant Customer’s Fund/Portfolios/Portfolios only.

3.2. The licence shall be valid (“Licence Period”) for the shorter of

3.2.1. One (1) year from the date of delivery of the Mapping (“Initial Term”); or

3.2.2. The point in time that the relevant Customer Fund/Portfolio deviates materially from the composition and profile of the Customer Fund/Portfolio in terms of Strategic Asset Allocation at the date that Mapping was given in accordance with the criteria set out in

3.3. The Mapping may only be displayed exactly as produced by OR and only in relation to the Customer Fund/Portfolio to which it relates. The Mapping shall always be displayed with the notice and disclaimer prescribed by OR as set out in the Detailed Description of the Fund/Portfolio Mapping Service.

3.4. The Licence shall auto renew for 12 month periods (“Renewal Period”) at the same terms unless otherwise agreed in writing between the parties.

3.5. Either Party may terminate the agreement by giving the other Party 30 days’ notice prior to the end of the current Period (Licence or Renewal)

3.6. If the Customer chooses not to renew the services, immediately following the end of the Licence Period, the Customer shall remove the relevant Mapping from any and all media in its possession or control and cease all use of the Mapping.

4. Fees and Payment

4.1. All fees are net of any applicable value added or sales tax or any sort of transaction related tax, duty or levy or withholding. Any relevant taxes shall be paid additionally to the fees specified at the applicable rate.

4.2. The Fees are as set out in Mapping Order.

4.3. Customer shall pay OR’s invoice within 30 days of the date of the invoice.

4.4. Oxford Risk shall email its invoices to the customer’s account department with a copy to Oxford Risk’s day-to-day contact person at the Customer (by email).

4.5. If the Customer fails to pay an undisputed invoice within 30 days interest at the annual rate of 4% above the Barclays Bank plc Base Rate from time to time shall be charged.

5. Limitations of Liability

5.1. Customer acknowledges and agrees that the Mapping is a tool and a guide and not a substitute for professional advice and the Customer’s responsibility towards its own clients.

5.1.1. Nothing in this Agreement shall limit or exclude either party’s liability:

5.1.2. for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

5.1.3. for fraud or fraudulent misrepresentation;

5.1.4. for, wilful misconduct or intentional default; or

5.1.5. for any liability which cannot be limited or excluded by applicable law.

5.2. Subject to the above sub-clause, neither party shall have any liability to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with this Agreement.

5.3. Subject to the above sub-clauses, OR’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the fees paid and/or payable by the Customer under this Agreement or £1,000,000 whichever is the lower.

6. Confidentiality

6.1. Each party shall keep secret and shall not, directly or indirectly, without the other party’s prior written consent, divulge or communicate to any third person or entity, or copy or use, for any commercial purpose or otherwise, any confidential or proprietary information of, or provided to it by, the other (or any of their employees or representatives) including but not limited to financial information, personal information, or any other data or information (collectively, “Confidential Information”). The provisions of this Confidentiality clause shall not apply to any information to the extent it is not proprietary or confidential or which is or becomes public (other than through any act or omission on the receiving party’s part).

6.2. OR shall not communicate any Confidential Information except as may be necessary for the purpose of this Agreement. OR will ensure that such persons who are necessarily given Confidential Information shall at all times keep that information confidential.

7. General

7.1. Together the Mapping Order, the Detailed Description of the Fund/Portfolio Mapping Service and the Terms of Service make up the contract for Fund/Portfolio Mapping Services.

7.2. This Agreement (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.Subject to the following sub-clause, the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute, controversy or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

7.3. Amendments: No variation of or amendment to this Agreement shall bind either party unless made in writing (which, for the avoidance of doubt, excludes e-mail) and signed by both parties.

7.4. Assignment: OR shall not assign, sub-contract, mortgage or otherwise transfer or dispose of this Agreement or any of its rights or obligations under it without the prior written consent of the Customer. The Customer may, without the consent of, but upon notice to, OR, assign any of its rights or obligations under this Agreement to any entity or person it controls or is controlled by or with which it is under common control. In the event that OR sub-contracts any of its obligations under this Agreement, it shall remain liable in respect of its obligations and liabilities under this Agreement and shall be responsible for the acts, omissions and defaults of the sub-contractors.

7.5. Bribery and corruption: Each party shall comply with the terms of the Bribery Act 2010 (as amended) and any equivalent provision in territories applicable to the provision of the Services.

7.6. Relationship of the parties: Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute one party the agent, employee or representative of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other party.

8. Definitions

8.1 Terms defined in the Mapping Order and the Detailed Description of the Fund/Portfolio Mapping Service shall have the same meaning in these Terms of Service.

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Service Support and Considerations:

1. Issue Escalation:

1.1 Carefully created escalation processes can ensure that unresolved problems don’t linger, and issues are promptly addressed. Oxford Risk is committed to delivering a high-quality support to all our customers and partners. If you need to escalate a Case, our team is ready and available to help you quickly bring your issue to closure.

1.2. We divide our Mapping service into 2 phases:

1.2.1.  Delivery project

1.2.2. Ongoing Support Service

2. Delivery project issue escalation:

Each Customer delivery has a Customer relationship manager assigned to the Delivery project. This individual will be looking after your requirements with Oxford Risk and should be the first point of contact for any queries or issues to be escalated alongside with support@oxfordrisk.com.

3. Ongoing support issue escalation:

The same process also applies to Ongoing Support Service. However, for ongoing Support Service we also encourage our Customers to follow the following logic for issue escalation: Please send an email to support@oxfordrisk.com (and CC your Customer Relationship Manager). Please ensure that you add the following details to your email for an effective event-based escalation process:

3.1. Organisation name

3.2. Issue owner Contact details (full name, email address, and phone number)

3.3. Explanation of the issue in its entirety (the problem, impact, dependencies and urgency)

4. Response Time:

This is the time for Oxford Risk to respond to a support request received via email. The times are only applicable during Normal Business Hours. Support issues outside these hours will roll-over into the next Business Day.

The response emailed back to the issue owner will confirm:

4.1. Description of the issue

4.2. The ID in our issue management tool

4.3. Priority Level

4.4. Estimate of time to fix

4.5. Estimate of cost to fix or develop a change request (if applicable)

Oxford Risk will use it reasonable efforts to take into account any Customer issue that affects the time to fix and will work in good faith with the Customer to mitigate those issues so far as reasonably practical.

5. Service warranty:

PLEASE NOTE: Oxford Risk is able to help with all mapping related queries as long as you and/or your target clients are using a validated and warrantied tool provided by Oxford Risk.

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