User Terms and Conditions

Please read these terms and conditions carefully

These terms and conditions (Terms) are a legal agreement between you and SigTech. By completing the log in process and/or accessing and using the SigTech Platform, you agree to these Terms. If you do not agree to these Terms, please do not login to the Platform, in which case you will not have access to the Platform.

You should print a copy of these Terms for future reference.


Who we are and what these Terms do

1. We Systematic Investment Group LLP (SigTech) of 82 Baker Street, London, W1U 6TE United Kingdom grant to you a non-exclusive, non-transferable licence to access and use:

A) the Platform;

B) the Services;

C) Market Data; and

D) the SigTech Materials,

in each case as permitted in these Terms.

2. You agree and acknowledge that the Platform, the Platform Content and the Services:

A) are for internal business use only; and

B) may only be used for the purpose of researching, creating and generating Customer Data and/or Derived Data.

3. SigTech may from time to time, in its sole discretion, make any changes to the Platform, the Platform Content, the Services or the SigTech Materials that it deems necessary or reasonable to maintain or enhance the quality or delivery of its products and services to its customers or to comply with applicable laws and regulations.

4. Subject to the restrictions set out in clause 14, you may freely exploit the Derived Data, including copying, storing, publishing or distributing such Derived Data.


Market Data

5. Our ability to grant you access to the Market Data through the Platform is subject to the rights, licences and permissions obtained by us from Third Party Providers. A Third Party Provider may impose restrictions on the usage of its Market Data and may change them from time to time. These restrictions may:

A) prevent certain types of usage of its Market Data; or

B) require us or you to report usage of its Market Data to the Third Party Provider.

6. Our provision of the Market Data is not guaranteed.

7. We may, at any time:

A) amend, suspend or revoke your access to the Market Data in whole or in part; and/or

B) amend, suspend, revoke or update any or all of the information comprising the Market Data and/or cease provision of the Market Data,

and in respect of any such amendment, revocation, cessation or update, we shall not be in breach of these Terms and have no liability to you.


Our obligations

8. We shall, provide you with access to the Platform and make available the SigTech Materials to you on and subject to these Terms.

9. Our provision of the Platform and the SigTech Materials shall be delivered using reasonable skill and care.

10. We will provide support to you via our website, email, user forums, third party instant messaging applications (such as Slack and Symphony) and by telephone. Although we will use reasonable endeavours to solve problems identified by you, the nature of software is such that no guarantee can be provided that any particular problem will be solved.

11. We reserve the right to update the Platform at any time or to perform routine maintenance where necessary. We shall use best endeavours to ensure any updates or maintenance are performed outside Business Hours.

12. We do not:

A) warrant that:

i) your use of the Platform or our provision of the Market Data will be uninterrupted or error-free; or

ii) that the Platform will be available at all times.

B) take responsibility for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Platform and SigTech Materials may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

13. We shall have no obligation to provide any training, guidance or consultancy services to you.


Restrictions

14. You shall not, and shall not attempt to, do any of the following:

A) use the Platform, the Market Data and/or the SigTech Materials, including any Intellectual Property Rights in or related to any of them, in any manner which is inconsistent with these Terms;

B) download, reverse engineer, copy, duplicate, reproduce, publish, distribute, display, transmit or communicate or disseminate to any third party the Platform, any Market Data or the SigTech Materials or any information obtained or derived therefrom (other than Derived Data);

C) use the Market Data and/or Derived Data to create, attempt to create, or assist with the creation of, any index of tradable assets;

D) use the Platform, the Market Data, the Derived Data and/or the SigTech Materials for any purpose, or in any manner, that would amount to commercial exploitation outside of your own organisation, including any purpose or manner that would compete with us, members of our corporate group, our affiliates and/or any Third Party Providers;

E) sell or attempt to sell any of the Market Data and/or any of your rights under these Terms to use the Market Data, the Platform and/or the SigTech Materials;

F) use the Platform and/or the SigTech Materials in any way that violates, plagiarises or infringes upon the rights of any other person, including Intellectual Property Rights, data protection rights, the right of privacy or the right of publicity, or that would be abusive, profane, obscene, indecent, threatening, defamatory, offensive or otherwise illegal;

G) use the Platform in any way that is not compliant with, or breaches, any applicable laws or regulations;

H) except as expressly permitted by these Terms, give or grant (or allow others to give or grant) any third party access to or use of the Platform, the Market Data and/or the SigTech Materials;

I) attempt to interfere with the proper working of the Platform, including attempting to circumvent security, usage monitoring, download restrictions, licence control or other protection mechanisms, or otherwise disrupt the operation of the Platform;

J) obscure, remove or interfere with or add to any copyright notice, trade mark, trade name or other proprietary marking on, or visible during, the operation or use of the Platform or Market Data;

K) use the Platform (and any part thereof) to do any of the following:

i) upload, post, transmit or otherwise make available any viruses, corrupted files, or any other software, data, files or programs that may interrupt, damage, destroy or limit the functionality of the Platform (Malware);

ii) upload, store, transmit or otherwise make available any content, material or data that infringes any Intellectual Property Rights or data protection, privacy or other rights of any other person, or is in breach of any contractual duty or any obligation of confidence, or that does not comply with applicable laws or regulation, or is otherwise prohibited;

iii) engage in any fraudulent activity or further any fraudulent purpose; or

iv) attempt to gain unauthorised access to our systems or networks.

15. You acknowledge and agree that:

A) the Platform and/or Market Data are provided by us or any Third Party Providers on an “as is” basis;

B) you accept responsibility for, and acknowledge you exercise your own independent judgement in, your selection of any of the Market Data, your use or intended use of such Market Data, and any results obtained;

C) nothing contained on the Platform or in the Market Data constitutes any form of advice, assurance or guarantee;

D) we shall not be responsible for any delays, delivery failures, or any other Losses resulting from the transfer of data over communications networks and facilities, including the internet;

E) we shall have no liability for decisions made by you and/or any User as a result of using the Platform or the Market Data;

F) any errors or disruptions in or to the Platform shall not constitute a breach of these Terms by us; and

G) we may use Cookies on the Platform and/or monitor, collect and use data on your use of the Platform in accordance with the terms of the Cookie Policy (which shall be incorporated herein by reference) and to ensure compliance with these Terms.


Intellectual Property Rights

16. You acknowledge that all Intellectual Property Rights in the Platform, the Market Data and the SigTech Materials shall vest in us, members of our corporate group, our affiliates and/or any Third Party Providers (as applicable) and you agree that you shall not have any rights in respect of the Intellectual Property Rights in, or in relation to, the Platform, the Market Data or the SigTech Materials.


Limitation of liability

17. You acknowledge that the Platform and the SigTech Materials have not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Platform and the SigTech Materials meet your requirements.

18. We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms for:

A) loss of profits, sales, business, or revenue;

B) business interruption;

C) loss of anticipated savings;

D) loss or corruption of data or information;

E) loss of business opportunity, goodwill or reputation;

where any of the losses set out in clause (a) to (e) (inclusive) are direct or indirect; or

F) any special, indirect or consequential loss, damage, charges or expenses.

19. Other than the losses set out in clause 18 (for which we are not liable), our maximum aggregate liability under or in connection with these Terms whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £100. This maximum cap does not apply to clause 20.

20. Nothing in these Terms shall limit or exclude our liability for:

A) death or personal injury resulting from our negligence;

B) fraud or fraudulent misrepresentation; or

C) any other liability that cannot be excluded or limited by English law.

21. These Terms set out the full extent of our obligations and liabilities in respect of the Platform, the Platform Content, the Services and/or the SigTech Materials. Except as expressly stated in these Terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Platform, the Platform Content, the Services and/or the SigTech Materials which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.


Termination

22. In the event that the contractual arrangements between us and the party which has nominated you as a subscriber to the Platform terminate for any reason whatsoever, these terms shall terminate with immediate effect and you shall cease to have access to the Platform, the Market Data and the SigTech Materials.

23. We reserve the right to:

A) suspend your access to the Platform from time to time at our sole discretion; or

B) terminate these Terms immediately if you commit a breach of these Terms.

24. On termination for any reason:

A) all rights granted to you under these Terms shall cease; and

B) you must immediately cease all activities authorised by these Terms.


Communications between us

25. We may update these Terms at any time. Your continued use of the Platform shall constitute your acceptance to the Terms, as varied. If you do not wish to accept the Terms (as varied) you must immediately stop using and accessing the Platform.

26. If we have to contact you, we will do so by email to the address you provided in accordance with your registration to the Platform.


Events Outside Our Control

27. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by an Event Outside Our Control. An “Event Outside Our Control” is defined as any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.

28. If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms:

A) our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

B) we will use our reasonable endeavours to find a solution by which our obligations under these Terms may be performed despite the Event Outside Our Control.


How we may use your personal information

29. Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Platform and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in www.sigtech.com/privacy and it is important that you read that information.


Other important terms

30. We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or our obligations under these Terms. You may not transfer your rights or your obligations under these Terms to another person unless we agree in writing.

31. These Terms and any document expressly referred to in it constitute the entire agreement between us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in them. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms or any document expressly referred to in them.

32. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing signed by us, and that will not mean that we will automatically waive any later default by you.

33. Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

34. These Terms, their subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.


Definitions

35. The following definitions and rules of interpretation in this clause apply to these Terms:

Business Day: means a day other than a Saturday, Sunday or public holiday, on which banks are open for business in the United Kingdom.

Cookie Policy: means our cookie policy as published online at www.sigtech.com/privacy, and as may be updated or amended from time to time.

Customer Data: means any data, inputs, information or material uploaded to the Platform by you and any algorithms, formulae, codes or outputs generated solely by you on the Platform (other than Derived Data), including all Intellectual Property Rights with respect thereto.

Derived Data: means any data created by you in connection with your use of the Platform and/or the Market Data and as a result of combining, processing, changing, converting or calculating the Market Data or any portion thereof with other data where the resulting data: (i) does not bear resemblance to the underlying Market Data; and (ii) cannot be readily reverse engineered, disassembled or decompiled so that a third party may access the Market Data via the Derived Data.

Intellectual Property Rights: means patents, trade marks, rights (registered or unregistered) in any designs, applications for any of the foregoing, trade or business names, copyright (including rights in computer software) and topography rights, know-how, processes, names of customers, suppliers and third parties, and other proprietary knowledge and information, internet domain names, rights protecting goodwill and reputation, database rights (including rights of extraction) and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world and all rights under licences and consents in respect of any of the rights and forms of protection mentioned in this definition.

Losses: means all losses, liabilities, damages, costs, expenses (including reasonable legal fees) and charges of every description arising from or in connection with these Terms.

Market Data: means the information (including but not limited to data, text, images and sound recordings) to which you are granted access on the Platform in raw form.

Normal Business Hours: means 8.00 am to 5.00 pm local UK time on Business Days.

Platform: means the software developed by us and/or members of our corporate group (including its source code and the Platform Content) and made available to you and/or any Users online which enables you and/or any Users to access Market Data, research, implement and execute investment strategies based on market data inputs and other Customer Data, including all upgrades and modifications thereto.

Platform Content: means all data, information and material owned by or licenced to us or any members of our corporate group and contained within any part of the Platform but excluding the Customer Data.

Services: means the products, features, add-ons and services provided by SigTech relating to the research, development, back testing, implementation and deployment of investment strategies.

SigTech Materials: means the manuals or usage guides on how to use the Platform as provided by us to you from time to time.

Third Party Providers: means any third party which from time to time provides Market Data, information, data, content, hardware, software or other services to SigTech or any member of its corporate group.