Suggestus User Agreement

This page, together with our website terms of use www.suggestus.com/terms-and-conditions and privacy statement www.suggestus.com/privacy-policy, tells you information about Asset Risk Consultants (“ARC”, “our”, “us” and “we”) and the legal terms and conditions on which we provide access to our Suggestus portal service to you.

INTRODUCTION


Your use of our Suggestus portal service and any of its contents made available to you, including but not limited to, any data, graphics, information, materials, software or texts contained or provided through it in any form or media and all services that may be provided in conjunction with it (all such information, materials and services together, the “Service”) is subject to the terms and conditions of this user agreement (the “Agreement”). By registering for the Service, using the Service in any way, or accepting any related services from us, you agree that you (a) have read and understand this Agreement, (b) have the capacity and authority to enter into it, (c) you consent to receiving one email per calendar year to ensure your level of service remains appropriate, and (d) are bound by all of its terms and conditions.

If there is an inconsistency between any of the provisions of our website terms of use, our privacy statement or this Agreement, the provisions of this Agreement shall prevail.

ARC may unilaterally change the terms and conditions of this Agreement at any time. A notification of such change(s), as well as the revised Agreement itself, will be posted on our website at www.suggestus.com. You will be responsible for regularly checking our website and for reviewing any changes to the Agreement. By using the Service after any such changes take place, you signify your acceptance of the change(s) and your agreement to be bound by them.

USE OF THE SERVICE


1. Subject to the terms of this Agreement, ARC grants you a revocable, non-transferable, non-exclusive limited license to use those portions of the Service to which you are granted access, but only for your own personal, non-commercial use and not for any use on behalf of any third party. For the avoidance of doubt, you may not use the Service to service, or otherwise perform work on behalf of, any financial services or related person(s) or your/their clients without ARC’s prior written consent, except as expressly set forth in this Agreement.

2. Use of the Service is intended only for citizens or residents of the Island of Guernsey, the Island of Jersey or the United Kingdom.

3. Subject to the terms of this Agreement, you may download or print hard copies of pages or reports from the Service or portions thereof, but only in connection with your own personal, non-commercial use and not on behalf of any third party. Any such downloads/hard copies must contain the following notice:
"© 2017 Asset Risk Consultants. All rights reserved."

4. There may be certain limits or additional conditions imposed on you in order for you to access certain portions of the Service and/or to download and/or print pages or reports (e.g., the number of downloads may be limited or you may be required to pay fees for particular downloads or you may be required to provide additional information). In all cases, this Agreement (as supplemented by such limits and/or additional terms and conditions) will govern your use of the Service and you agree to comply with it.

5. Except as expressly set forth in this Agreement, you may not:
(a) modify or sell the Service, or any portion of it (including, but not limited to, any download or printed copies made from it); or
(b) broadcast, copy, disclose, distribute, retransmit, publish or circulate the Service, or any portion of it (including, but not limited to, any download or printed copies made from it) to any third party unless it:
(i) becomes generally available by publication or otherwise through no fault of your own;
(ii) becomes lawfully known to you from a source other than us; or
(iii) is required to be disclosed by a the Court or regulatory authority of a competent jurisdiction,
without ARC's prior written consent.

6. ARC has the right, at any time without notice, to: (i) revoke or limit your license to use the Service (or any portion of it); and (ii) change or discontinue providing the Service (or any portion thereof). ARC has no obligation to update the Service or to correct any errors or omissions that might be contained in it.

OWNERSHIP AND COPYRIGHT


7. You acknowledge and agree that the Service (including, without limitation, all information contained in or associated with it) is owned by ARC and/or its third party content providers ("Content Providers") and is protected by copyright and other intellectual property laws. You further acknowledge and agree that the Service contains certain proprietary data and information of ARC and its Content Providers, that you will not use those data or information for any unlawful or unauthorised purpose, and that you will use reasonable efforts to protect them from illicit distribution or use.

8. Nothing in this Agreement shall be deemed to transfer to you any legal or beneficial ownership of the Service or the analytical techniques and know-how used to provide the Service.

9. You acknowledge that we own all aggregate statistics that are used to provide the Service.

10. You undertake not to use, or allow any third party to use, the names, logos, trademarks or any word or device similar thereto or in combination thereof of ARC, including (without limitation) the names Asset Risk Consultants and Suggestus, without prior written consent from us. All marks not owned by ARC are the property of their respective owners.

DISCLAIMER OF WARRANTIES


11. The Service is provided “as is” with all faults. ARC disclaims all warranties of any kind regarding the Service, either express or implied, including but limited to, any implied warrant of merchantability, fitness for a particular purpose, ownership, non-infringement, accuracy or informational content, and absence of viruses and damaging or disability code.

12. ARC provides no warranties as to the accuracy, completeness or timeliness of the Service. Further, ARC shall not be responsible for investment decisions, damages or other losses resulting from the use of the Service.

13. Past performance does not guarantee future performance. The price of investments may go down as well as up and no responsibility is assumed by ARC for the diminution or loss of value of any portfolio or failure by that portfolio to meet or exceed performance criteria. ARC provides no warranties as to compliance of the Service with the requirements of the securities laws of any jurisdiction.

LIMITATION OF LIABILITY AND INDEMNIFICATION


14. Each of ARC, its affiliates, its Content Providers or any person through whom ARC makes the Service available (each an “Indemnified Person”) shall not, in the absence of fraud, negligence or wilful default in the performance or non-performance of its duties under this Agreement, be liable for any loss, cost, expense or damage, whether arising directly or indirectly in contract, tort (including negligence) or otherwise, and you shall indemnify and hold harmless and keep each Indemnified Person indemnified against all actions, claims, demands and proceedings (including costs and expenses relating thereto) which may be made against, suffered or incurred by an Indemnified Person in respect of any loss or damage suffered or alleged to have been suffered by any party in connection with the performance of an Indemnified Person of its duties under this Agreement otherwise than as a result of some act of fraud, negligence or wilful default in the performance or non-performance of the Indemnified Person’s duties.

USER PASSWORD


15. If you are required to select a password to access or use the Service, you may then modify that password at any time as often as you like. You may not select any password that violates any third party's rights or is offensive, improper, or inappropriate. If ARC determines in its sole discretion that any password you select is inappropriate for any reason, ARC may delete that password and/or limit or terminate your access to the Service.

16. Your password is for your personal use only, and you agree to keep it secret and not to share it with anyone (except as expressly allowed under this Agreement).

17. You are responsible for all use, activities and charges associated with or arising from any use of your password, regardless of whether you authorised such use. You must properly notify ARC of any unauthorised use of your password.

THIRD-PARTY INFORMATION


18. The Service may contain information, products, and services provided by third parties and links (including advertisements) to websites made available by third parties. This information and those products, services, and links are provided only as information to users of the Service. ARC does not control this information or those products, services, or websites and ARC does not make any representations or warranties, express or implied, regarding this information or those products, services, or websites and shall not be liable for any information or services received from them. Inclusion of any of the foregoing in conjunction with the Service does not constitute or imply an endorsement, authorisation, sponsorship, or affiliation by or with ARC with respect to any third party, any third party's website or its content, or any information, products, or services provided by a third party.

INFORMATION PROVIDED BY YOU


19. ARC shall have the right to use and disclose any information provided by you through the Service (including but not limited to information provided through e-mail) or made available through your use of the Service, for any lawful purpose, unless you indicate otherwise to us in writing. In no event shall you be entitled to any compensation for the use of any of this information. Please see our Privacy Statement www.suggestus.com/privacy-policy for further details.

PREMIUM SERVICES


20. In addition to the above, the following provisions shall apply to you in relation to the parts of the Service for which we charge a fee for access (the “Premium Services”).

21. You may not use the Premium Services without a valid registration from ARC. To obtain a registration, you must register for the Premium Services by completing the online registration form available on the Service. Your registration will not be valid unless and until ARC accepts your registration. By registering for the Premium Service, you represent and warrant that all registration information that you provide is true, complete, and accurate, and you agree to notify ARC promptly of any changes to this registration information. This notification can be affected by editing your user profile in the Service.

22. ARC reserves the right to change the Premium Services at any time without notice (including but not limited to adding or removing features). If you are dissatisfied with any such changes, of if you are otherwise dissatisfied with the Premium Services (including but not limited to its performance or availability), your only remedy will be to cancel your registration.

23. Your registration is personal to you, and you may not transfer or share your registration with any other person (including but not limited to your co-workers).

24. As part of the Premium Services ARC offers reports in .pdf format (each a “Printable Report”) that you can download from www.suggestus.com and print in accordance with this Agreement that are subject to a fee for each Printable Report. You will be notified of such fee prior to your downloading of a Printable Report.

25. You may disclose Printable Reports, or extracts thereof, to third parties provided that such disclosure shall be in .pdf or printed form and is restricted to those persons, and their appointed advisers, who have a demonstrable economic interest in the information contained in the report and that those persons agree to the terms and conditions of this Agreement before the disclosure is made.

26. If you wish to use all or any part of the Premium Services to service, perform work on behalf of, any financial services or related person(s) or your/their clients, ARC reserves its right to charge additional fees in respect of providing a licence granting you permission to use all, or a particular part, of the Premium Services for such purposes.

27. ARC reserves the right to change the fees it charges for products, services, or features, including Printable Reports, offered in connection with the Premium Services at any time. These changes include, but are not limited to, adding fees for new or optional Premium Services and/or modifying fees for existing Premium Services. Changes to fees charged for Printable Reports will not affect a request for a Printable Report that you have already made.

28. By using any of the Premium Services, with which there are associated fees, you agree to pay those fees. If you do not want to pay the associated fees, you must cancel your registration in accordance with the terms of this Agreement.

29. You agree to pay all costs (including legal and debt collection fees) incurred by ARC in collecting any unpaid fees or other charges from you.

PAYMENTS, TAXES AND REFUND POLICY


30. You agree that you will pay for all services you purchase through our Sites and that we may charge your payment method for any services purchased and for any additional amounts (including any taxes and late fees, as applicable) that may be accrued by or in connection with your registration. You are responsible for the timely payment of all fees and for providing ARC with a valid payment method for payment of all fees.

31. You agree to receipt of all invoices and receipts in an electronic format, which may include email.

32. Your total price will include the price of the product including any applicable VAT (in effect on the day of download). You are responsible for any additional tax obligations in the country you are resident for tax purposes.

33. If you choose to cancel an order for one or more of the Premium Services, you may do so before we deliver such Premium Services to you provided that you provide written notice to us of the cancellation within 14 days of the date on which you received an order confirmation for that order.

34. Upon the cancellation of an order we will reimburse you no later than 14 days from the day on which we received your cancellation notice. We will use the same means of payment as you used for the transaction and you will not incur any fees for such reimbursement.

GENERAL


35. This Agreement shall in no way restrict ARC from providing similar services to entities that are not party to this Agreement.

36. Both parties agree that they are independent contractors. This Agreement shall in no way be construed to render either party a partner or agent of the other party.

37. In the event of ARC or Suggestus suffering any failure, interruption or delay in performance of its obligations resulting from breakdown, failure or malfunction of any telecommunications or computer services or system or from any other event or circumstance whatsoever not reasonably within its control, we shall not be liable or have any responsibility of any kind for any loss or damage thereby incurred or suffered by you.

38. The failure of either party to insist upon strict performance of any provision of the Agreement, or the failure of either party to exercise any right or remedy to which it is entitled hereunder, shall not constitute a waiver thereof and shall not cause a diminution of the obligations established by this Agreement.

39. All notices to be sent from one party to the other party in connection with this Agreement shall be in writing.

40. Any notice sent by first class post shall be deemed to have been received on the day following the day of posting and if delivered by hand on the day of delivery.

41. Each part of this Agreement is severable and distinct from the rest of this Agreement, and if one part should be found to be invalid, illegal or void for any reason, it shall not affect the validity or legality of any other part and the remaining parts shall continue to have full force and effect.

42. The headings used in this Agreement are for convenience only and do not form part of the terms of and shall not affect the interpretation of its provisions.

LAW AND JURISDICTION


43. This Agreement shall be governed by the laws of the Island of Guernsey and the parties hereto irrevocably submit to the exclusive jurisdiction of the Courts of the Island of Guernsey as regards any matter or claim relating to this Agreement.

COMPLAINTS


44. If you have a complaint in relation to the Service, please write to The Compliance Officer, Asset Risk Consultants Limited, 7 New Street, St Peter Port, Guernsey, Channel Islands GY1 2PF or email info@suggestus.com. We welcome and learn from complaints. We aim to deal with complaints quickly. All complaints are logged, investigated and replied to.