1. General
These terms and conditions (the “Terms and Conditions”) contain binding provisions for the use of the Web Portal BNP Paribas Transfer Agent KYC Portal (“BNPP TAP”), which is is a portal purporting to manage investor life-cycle in the field of TA AML KYC and is operated by Fenergo Limited (the “Portal Operator”) on behalf of BNP Paribas (the “Bank”).
The functionalities available on BNPP TAP are determined by the administration agreement executed between BNP Paribas (the “Bank”) acting as transfer agent and the investment fund (the “Fund”) in which the investor is invested or intends to invest and for which the investor has completed an application form, both representative of the Fund and representative of investor being defined as “User”.
On behalf of the Funds, BNP Paribas performs AML/KYC checks to verify investor identities and to ensure compliance with global and local regulations. This process includes notably collecting and validating investor data and maintaining records to prevent fraud or terrorism financing. The BNPP TAP supports this process by providing a secured and centralized platform for external Users to submit required documents and data.
These Terms and Conditions may be adjusted from time to time and each User will be informed of any change and will need to accept these changes in the same manner as the Terms and Conditions are accepted before first connection.
2. Access and use of BNPP TAP
Each User has been provided with User access details so that it can access BNPP TAP. Access details are composed of a username and a password (the “Access Details”). Any access to BNPP TAP shall be made using a two-factor authentication with a combination of a fixed personal password and of an additional code received on a personal device.
It is the User’s responsibility to keep and maintain all Access Details secure and confidential. The User should not disclose Access Details to any other person or make any written record of them. The User should notify the Bank immediately if it is aware of any fraudulent use of its Access Details or should it reasonably suspect that its Access Details have been lost, stolen, misused, or disclosed to/become known by any other person by using the contact information provided under section 12. The User is entirely responsible for all activity on BNPP TAP carried out using its Access Details.
Users of BNPP TAP shall be responsible for the confidentiality and security of the fixed personal password and shall agree to change it regularly. For security reasons, the fixed personal password expiry might be forced, and Users may be requested to renew it. At least every ninety (90) days, the fixed personal password will expire and will have to be renewed.
The provision of access rights to BNPP TAP is entirely at the Bank’s discretion and the Bank reserves the right to suspend/invalidate or withdraw the User’s access rights, at any time and for any reason, without any prior notice.
Each user may use BNPP TAP only for lawful purposes. In particular, it shall not use BNPP TAP (i) in a manner which would result in a breach to any applicable laws or regulations, (ii) in a fraudulent or deceptive manner and (iii) in a manner which would intentionally prejudice the Portal Operator, the Bank or any third party.
3. Security
When using BNPP TAP, the User must not:
- interfere with or disrupt BNPP TAP, the systems used to host BNPP TAP or other equipment or networks connected to BNPP TAP;
- reverse engineer, disassemble, decipher, translate, decompile, prepare derivative works of BNPP TAP or otherwise attempt to access, imitate, derive or discover the source code thereof;
- attempt to disable or circumvent the authentication process or any other security feature of BNPP TAP;
- perform any penetration testing on or with respect to BNPP TAP, including use of any tools, code or instruction intended to fuzz, damage, destroy, alter, reveal any portion or expose vulnerability of BNPP TAP;
- attempt to remove, obscure or alter copyright notices, logos, trademarks and other proprietary notices of BNPP TAP;
- publicly display any links to BNPP TAP or part thereof;
- provide any Access Details to or in any way facilitate access by any third party; and
- use automated systems, software or processes to extract or compile data from BNPP TAP (“data scraping”).
The User shall at all times have in place appropriate technical and organisational measures to protect the Access Details and the information which it uploads, exchanges, downloads or access through BNPP TAP against unauthorised or unlawful processing and against accidental loss, destruction or alteration of, or damage to, that information.
In the event that the User suspects or identifies that it has access to information or has rights beyond those contemplated in these Terms and Conditions, it must immediately notify the Bank in order to put the Bank in a position to take all the necessary steps to protect BNPP TAP and the information and data contained therein.
The Bank is entitled to monitor the usage activities to the extent permitted by law. This includes in particular the logging of IT connection data. In addition, an evaluation of this data is possible if there are indications that give rise to fears of a violation of these Terms and Conditions or legal requirements.
4. Viruses, hacking and other offences
The User shall not misuse BNPP TAP by knowingly introducing viruses, trojans, worms, logic bombs, spyware or any other material which is malicious or technologically harmful. The User shall not undertake to obtain unauthorised access to BNPP TAP, the server on which the BNPP TAP is stored or any server, computer or database connected to BNPP TAP.
The Bank will not be held liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect the User’s computer equipment, computer programs, data or other proprietary material due to the User’s use of BNPP TAP or to the User downloading of any material posted on it.
5. Privacy and Cookies
The Bank will act as data controller for the provision of the services linked to the use of BNPP TAP in relation to any personal data of individuals (including name, surname and email address) for TA AML/KYC checks, authentication, user account management and navigation purposes. Such personal data will be processed in compliance with Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (“GDPR”). Depending on personal data processing at stake, the User has a right of access, rectification, erasure, restriction of processing of User’s data and a right to object to processing.
For more information on how the Bank process User’s personal data, the User may consult the Bank’s data protection notice available on the Bank’s corporate website (here). Any questions in relation to the Bank’s processing of the User’s personal data and /or the exercise of any of User’s rights, should be addressed to the relevant contacts referred to in the data protection notice.
Users are informed that the Portal Operator uses cookies and other device identifying technologies for the provision of BNPP TAP. More information is available here.
Under certain circumstances and in some jurisdictions, we may process the User personal data on behalf of the Fund and in accordance with its documented instructions for the sole purposes of TA AML/KYC checks on investors. In such cases, the Fund remain the data controller responsible for determining the purposes and lawful basis of processing such User personal data, and the Bank strictly as its data processor.
For more information on these processing activities and how to exercise User’s rights, the User may consult the relevant Fund’s data protection notice.
6. Availability of BNPP TAP
The Bank does not assume any liability for the proper functioning of BNPP TAP at all times. In particular, the use of BNPP TAP may be restricted or temporarily excluded in individual cases, including due to technical malfunctions, force majeure, necessary maintenance work or other circumstances.
7. Liability
The Bank explicitly excludes any liability for damages incurred by User resulting from the access and use of BNPP TAP by User or other users or the use, retrieval or downloading of any information, document and other materials uploaded or exchanged on BNPP TAP.
Excluded from the exclusion of liability referred to above are claims for damages arising from the breach of material contractual obligations. Material contractual obligations are those whose fulfilment is necessary to achieve the objective of the contract. Also excluded from the exclusion of liability is any liability for damages resulting from an intentional or grossly negligent breach of duty by us, our legal representatives or vicarious agents.
8. Intellectual property
The Bank and its licensors, including the Portal Operator, own and retain all intellectual property rights in any content and software that make up BNPP TAP. The Bank grants each User a limited, non-exclusive, non-sublicensable, revocable and non-transferable right and license to use and access BNPP TAP solely in the context of the provision by the Bank of domicile agency services, in accordance with the Administration Agreement (the “Permitted Purpose”).
All trademarks used on BNPP TAP are the property of the Bank or its licensors and delegates such as the Portal Operator, as applicable. Any such trademark may not be reproduced or used in any manner, whatsoever, whether in whole or in part, without obtaining the Bank’s prior formal authorisation to do so. Nothing contained in BNPP TAP or in these Terms and Conditions shall constitute or be considered as an authorisation to use any such trademarks.
9. Data, information and content available on BNPP TAP
The Bank reserves all rights in respect of their intellectual property rights on any data, content and information uploaded by the Bank (“Bank Data”). The User is authorised to view and download Bank Data for which such capabilities have been enabled and to use such data in accordance with the Permitted Purpose.
Any data, content and information that each User exchanges on BNPP TAP (“User Data”) will be available to authorized users and to the Bank. The User grants the Bank a licence to use User Data for the collection and maintenance of User Data (i) during the contractual relationship between the Fund and the Bank as transfer agent; or (ii) during the User’s investment in the investment fund(s) in which the User invested.
The User warrant and represent that the User has, or has obtained, all the rights, licences, consents, authorisations or authority necessary to grant the rights granted under these Terms for any User Data that the User submit to or exchange on BNPP TAP.
The User will not exchange any User Data that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy or right of publicity, hateful, or racially, ethnically or otherwise objectionable.
All User Data made available through BNPP TAP will be stored by the Bank for a period of 5 (five) to 10 (ten) years (i) after the end of the Fund’s relationship with the Bank as transfer agent; or (ii) the User (being an investor)’s investment in an investment fund for which BNP Paribas is acting as transfer agent (depending on applicable law). The servers of BNPP TAP are located in France.
10. Blocking of Access
In the event of a violation or sufficient suspicion of a violation of these Terms and Conditions or in the event of any other justified interest, the Bank reserves the right to block User’s access temporarily or permanently with immediate effect.
11. Contact
Any notice, request, claim and/or complaint relating to the use of BNPP TAP including for any technical question regarding the access to BNPP TAP shall be addressed to the TA AML/KYC point of contact as communicated at the reception of the application / subscription form.
12. Applicable law and place of jurisdiction
These Terms and Conditions are subject to the law and jurisdiction applicable to the location of the Fund represented by the User and /or the location of the investment fund in which the User is investing.