VER 1 – BNPP PUBLICATION DATE 11 MARCH 2024
Access to and use of this site, any or all of the online electronic platforms and websites accessible through this site and operated by the Bank (each a “Site” and collectively the “Sites”) and all services in connection with use and/or access to a Site, including email reporting, from time to time (the “Services”) is granted by the Bank on, and subject to, the terms and conditions set out in these NeoLink Platform Terms, any Specific Terms, any Addendum (together, the “eT&Cs”) and either the Securities Services Digital Framework Agreement or Application Form (whichever one of those two documents has been entered into by the organisation on whose behalf you have been granted access or use of any Site or Services (the “Organisation”), such document referred to as the “Relevant Document”). The “Contract” shall comprise in respect of: (i) the Client, the eT&Cs and the Securities Services Digital Framework Agreement together; and (ii) the Shareholder, the eT&Cs alone. The Contract shall“” prevail if there is a conflict or inconsistency with any other contract/terms entered into between the Organisation and the Bank in respect of the same subject matter or otherwise connected with it (but, for the avoidance of doubt, such other contracts/terms shall remain in force and not modified).
Please read the Contract carefully before accessing or using a Site or Services. The Organisation’s and your attention is particularly drawn to the indemnities, limitations and exclusions of liability, and the Bank’s rights to monitor and record information in relation to the Organisation’s and the Users’ access and use of the Sites and/or the Services set out in the Contract.
Individuals that access the Site are in the eT&Cs referred to as “you” or “User”. By accessing the Site and/or the Services you, as a User, hereby represent that you are duly authorised by the Organisation to:
(a) access the Site and/or Services on its behalf;
(b) bind the Organisation to any Transactions, Instructions or any other actions executed through the Site in relation to the Services and any Transaction Agreement; and
(c) execute and accept the eT&Cs for and on behalf of the Organisation, where you are clicking to accept such terms on behalf of the Organisation.
You as a User further undertake:
(a) that you will not exceed or breach any limits or conditions to your authority (such as authority to access the Site and/or Services exclusively on a read-only basis); and
(b) on behalf of yourself and the Organisation (which may be the same where you fall under the definition of “Organisation” in clause 2.1), that you will observe and comply with all Applicable Laws and any provisions in the that are relevant to Users.
To the extent there are any inconsistencies between the eT&Cs and the Relevant Document, the terms of the Relevant Document shall prevail.
1. SCOPE AND ACCEPTANCE
1.1 The Site and Services are provided by or on behalf of the Bank. The eT&Cs will be entered into electronically where a User, acting for and on behalf of the Organisation, indicates the Organisation’s agreement to such terms by “clicking to accept” on any introductory screen when accessing the Site.
1.2 Access or use of certain functionalities of the Site, receipt of certain Services or the undertaking of certain categories of Transactions and/or Instructions may be subject to Specific Terms. Any applicable Specific Terms will be presented to you at the relevant time or displayed on the Site, and shall, by your acceptance of the Specific Terms, or by your continued use and access of the relevant functionality on the Site, the relevant Services or your undertaking of a relevant Transaction and/or Instructions, form part of the Contract.
1.3 In relation to a Transaction and/or Instruction, the relevant Transaction Agreements shall prevail where there is any inconsistency with any provision of the Contract, otherwise the Contract shall prevail. If there is any inconsistency between any Specific Terms and these NeoLink Platform Terms, these NeoLink Platform Terms shall prevail in so far as they relate to access and/or use of the Site and/or Services, otherwise in all other respects the Specific Terms shall prevail over these NeoLink Platform Terms.
1.4 The Organisation shall ensure that only Users that are authorised by the Organisation will have access to the Site on behalf of the Organisation and/or any Principal.
1.5 Except in relation to those Applicable Laws with which the Bank is required to comply, the Organisation is solely responsible for compliance with all Applicable Laws, including (where applicable) suitability and appropriateness requirements, the preparation and/or filing of any of its reports to any relevant authorities and the maintenance of adequate records required to be maintained by the Organisation in relation to its Users’ access to the Site and use of the Services.
2. INTERPRETATION
2.1 In the Contract:
“Access Details” means the username, password, Authorisation Device, PIN and/or such other security devices or details, in whatever form and on whatever media, issued to the Organisation or Users or thereafter selected by them, from time to time, in order to enable them to access and use the Site and/or Services;
“Addendum” means an addendum amending these NeoLink Platform Terms and/or Specific Terms (as applicable);
“Applicable Laws” means all applicable laws, rules and regulations“
“Application Form” means the document from the Client which is completed and signed by the Shareholder for their register account opening and subsequent subscription of shares/units/interest of the Client;
“Authorisation Device” means any pass-code card or equivalent device which generates a number for use with the Organisation’s or User’s corresponding PIN to create a password to enable entry onto the Site;
“Bank” means, in respect of any Site or Service, BNPP or the Subsidiary or the Branch from which that Site or Service is provided to the Organisation, as specified by the BNPP Group from time to time;
“BNPP” means BNP Paribas S.A., a bank incorporated in France and having its registered office at 16, boulevard des Italiens – 75009 Paris (France), registered at the Paris Trade Register with number 662 042 449;
“BNPP Group” means BNPP and any company or other legal entity in which BNPP holds, directly or indirectly, a majority shareholding interest (a “Subsidiary”), as well as any branch of BNP Paribas S.A. or its Subsidiaries (a “Branch”);
“Claim” is as defined in clause 5.1 below;
“Client” means the legal entity entering into the Contract which comprises the Security Services Digital Framework Agreement as the Relevant Document for the purpose of using and accessing the relevant Site and/or Services as part of its commercial relationship with the BNPP and the BNPP Group;
“Client Counterparty” means a person (other than the Bank and/or any other member of the BNPP Group) with whom the Client enters into a Transaction;
“Communication Material” means any material (including User Images), information or communications shared, transmitted or uploaded by the Organisation or a User using the Communication Functionality;
“Communication Functionality” means automated chatbots and online chat and messaging features (including the ability to send and receive information) made available within the Site;
“Confidential Information” means all information (in whatever form) of the Bank and/or the BNPP Group which is not publicly known and which is disclosed to, or otherwise learnt by, the Organisation or Users in connection with the Site, the Services, the Contract or a Transaction, including the content of the Contract and the Documentation;
“Contract” is as defined in the recitals section above;
“Data Protection Legislation” means Regulation (EU) 2016/679 (General Data Protection Regulation) as amended or superseded and any other applicable legislation governing the protection of individuals with regard to the processing of personal data and on the free movement of such data;
“Documentation” means the documentation, procedures and related materials made available by the Bank in connection with the Site and/or the Services;
“eT&Cs” means these NeoLink Platform Terms, the Specific Terms and any Addendum;
“Instruction” means an instruction sent by the Organisation (whether through a User or otherwise) on behalf of the Organisation or any Principal which is to be forwarded, followed and/or acted upon by the Bank where such instruction is sent utilising a mechanism made available through the Site or the Services;
“IPR” means intellectual property rights, including patents, trade marks, design rights, copyrights, database rights, trade secrets and all rights of an equivalent nature anywhere in the world, together with any applications or rights to apply for the foregoing;
“Loss” means any loss, damage or expense whether direct or indirect, including any loss of profit, loss of revenue, loss of data, loss of opportunity, loss of contract, loss of goodwill, loss of reputation, loss of fees, increased cost of working, any indirect, consequential, special, punitive, or incidental loss, or any loss resulting from liability to any other person (and in each case whether the foregoing arise in contract, tort, negligence or otherwise);
“Materials” is as defined in clause 6.1 below;
“NeoLink Platform Terms” means these general terms, as may be amended from time to time, which form part of the eT&Cs and the Contract;
“Organisation” is as defined in the recital section above, save for where the Shareholder is a natural person in which case he/she is referred to as the Organisation for the purposes of these NeoLink Platform Terms;
“Organisation Activity” is as defined in clause 3.14 below;
“Party” means the Organisation or BNPP;
“Permitted Purposes” means the Organisation’s or a User’s access and use of the Site, the Services and Materials solely to support the Organisation’s lawful business purposes, including, as set out in the Contract and/or any Transaction Agreement: (i) accessing or receiving via the Site and/or Services (as applicable) data related to the accounts and/or the assets belonging to the Organisation; (ii) entering into Transactions; (iii) supporting any relevant activities undertaken by the Organisation or its Users, in either case by using the Site; and/or (iv) issuing Instructions or otherwise as permitted by the Bank;
“PIN” means a personal identification number issued to or selected by the Organisation or a User for use with the Authorisation Device provided to the Organisation or that User;
“Principal” is as defined in clause 10.1 below;
“Provider” means a third party technology and/or software provider whose products and/or services are used by the Bank to enable the Bank to provide the Site or Services;
“Relevant Document” is as defined in the recital section above;
“Relevant Person” is as defined in clause 9.4 below;
“Securities Services Digital Framework Agreement” means the agreement between BNPP and the Client which confirms: (i) the authority of the Client and Users to use and access the Site and Services and to execute documents associated with the Site and the Services (including but not limited to the eT&Cs); and (ii) the authority of any third-parties (including platform and/or website operators) to access information/data of the Client from the Site via an Application Programming Interface (API) connection or otherwise;
“Services” is as defined in the recital section above;
“Shareholder” means the Organisation entering into the Contract for the purposes of using and accessing the relevant Site and/or Services where the Application Form is the Relevant Document;
“Site” is as defined in the recital section above;
“Site Administrator” means a representative of the Organisation authorised by the Organisation to manage Users’ access to the Site and Services in accordance with, where applicable, the Security Services Digital Framework Agreement and in any event clause 3 below and any applicable provision of the Specific Terms;
“Site Administrator Arrangement” is as defined in clause 3.3(b) below;
“Specific Terms” means a set of additional terms and conditions which apply to all or certain parts of the Site or receipt of certain Services, as may be amended from time to time, and which form part of the eT&Cs and Contract, as further described in clause 1.2 above;
“Transaction” means a transaction entered or to be entered into by the Organisation (whether through a User or otherwise) with the Bank on behalf of the Organisation or a Principal utilising a mechanism made available through the Site or the Services;
“Transaction Agreement” means the terms of business and/or other documentation or arrangements between the Bank (or another member of the BNPP Group) and the Organisation or a Principal governing service provision, including without limitation the provision to the Organisation or Principal of banking/financial services (other than the Services), except that, in respect of an Organisation that is a Shareholder, the Application Form shall also be a Transaction Agreement under these NeoLink Platform Terms;
“User” means an individual appointed in accordance with clause 3 below and authorised by the Organisation to access the Site and certain Services on the Organisation’s behalf and/or on behalf of a Principal and perform the Permitted Purpose (including any applicable Specific Terms), and shall include any Site Administrators; and
“User Image” is as defined in clause 4.4 below.
2.2 In the Contract:
(a) headings are inserted for convenience only and will have no effect in limiting or extending the language of the provisions to which they refer;
(b) references to the singular shall include the plural and vice versa;
(c) words importing a gender include any other gender;
(d) references to a “person” include any individual, company, corporation, firm, partnership, joint venture, association, organisation, institution, trust or agency, whether or not having a separate legal personality; and
(e) references to “includes” or “including” shall mean “includes without limitation” or “including without limitation”.
3. ACCESS AND SECURITY
3.1 Access to the Site and the Services is protected by the access and security measures described in this clause 3 and may be subject to additional access and security measures described in relevant Specific Terms.
3.2 The Organisation may request that employees or other persons acting on its behalf have access to the Site. The Organisation warrants that all persons it names to the Bank to have access are duly authorised to use the Site and the Services and to enter into Transactions or issue Instructions on behalf of the Organisation or the Principal (if applicable) in accordance with the Contract. For the avoidance of doubt, all actions taken by Users via the Site and/or Services, including issuing Instructions and executing Transactions, will be binding upon the Organisation.
3.3 Subject to clause 3.4 of these NeoLink Platform Terms, the Organisation may (if available) request one or both of the following methods of granting and managing access to the Site for Users:
(a) the Bank may issue Access Details to each User whom the Organisation notifies to the Bank under the Security Services Framework Agreement or otherwise in writing should be granted access to the Site and Services; or
(b) subject to clause 3.5 of these NeoLink Platform Terms, the Bank may issue Access Details to one or more Site Administrators notified by either the Organisation or a Site Administrator to the Bank in writing, including but not limited to as specified in any Relevant Document (the “Site Administrator Arrangement“). The Bank will then issue Access Details to each User who the Site Administrator confirms in writing or via administration functionality on the Site shall be granted access to the Site and the Services, and in each case, the Bank may elect in its sole discretion, whether to grant the Organisation such access arrangements.
3.4 The Bank may elect, in each case in its sole discretion, whether to grant access to all or part of the Site(s) and/or Services to the Organisation or an approved User notified to the Bank in accordance with clause 3.3 of these NeoLink Platform Terms above.
3.5 If the Organisation or a Site Administrator requests or has previously requested and been granted the Site Administrator Arrangement, then the Organisation must upon request provide evidence satisfactory to the Bank (in the Bank’s sole discretion) that the Site Administrator has the necessary authority to act as a Site Administrator in accordance with the Contract.
3.6 If the Bank permits the Organisation or a Site Administrator to use the Site Administrator Arrangement, then:
(a) The Bank shall be entitled to treat an instruction from a Site Administrator to grant access to a User as if it came from the Organisation; and
(b) The Organisation shall be responsible for all decisions and actions of a Site Administrator as if the Organisation had made the decisions and carried out the actions itself.
3.7 The Organisation and any relevant Site Administrator will ensure that:
(a) only Users to whom Access Details have been issued will access or use (or attempt to access or use) the Site and the Services;
(b) each User shall use the Site and Services only for the Permitted Purposes;
(c) each User is at all times (i) authorised to act as a User and to use the Site and Services in accordance with the Contract, and (ii) an individual to whom it would be appropriate to grant such access given the nature of the Site and the Services; and
(d) Access Details (other than Authorisation Devices) are kept strictly confidential and Authorisation Devices are kept secure and safe.
3.8 The Organisation will have sole responsibility for the confidentiality, security and use of all Access Details.
3.9 The Bank reserves the right (without liability to the Organisation or Users) to suspend access to the Site (or any part thereof), including but not limited to the Communication Functionality, or suspend Access Details in respect of the Organisation and/or any User at any time for such period or periods it considers appropriate in its absolute discretion if: (i) suspension is necessary for the purposes of (routine or emergency) maintenance; (ii) for security or technical reasons; or (iii) suspension is necessary to avoid or reduce any material damage or disadvantage to either Party. The Bank shall use reasonable endeavours, where permitted by Applicable Law, to give notice to the Organisation of such suspension.
3.10 The Organisation shall implement and maintain all reasonable security procedures and measures (including those set out in any applicable Documentation) in order to protect the Site, Materials and Services against unauthorised access, and any systems or materials accessible through the Site and/or Services from unauthorised access, alteration, destruction, corruption or loss.
3.11 The Organisation accepts full responsibility for the monitoring of its accounts and will notify the Bank immediately in writing, or by any other means promptly followed by a confirmation thereof in writing, if the Organisation, its personnel or a User knows or suspects that: (i) any Access Details or any security procedures are lost or misused or are disclosed to or become known by any person other than a User or an employee of the Organisation who needs to know the same, or (ii) any Access Details have been stolen, or (iii) there is any failure to comply with the Bank’s instructions and guidelines, or (iv) the Organisation has failed to receive a message from the Bank indicating that an Instruction, order/request or confirmation relating to a Transaction or otherwise, was received and/or accepted by it.
3.12 Where email is used as a means of communication between the Parties the Organisation acknowledges that such means are not secure, and accepts the risk that the security of any data sent by this method may be compromised, including loss of the data. The Organisation acknowledges that the use of public domain email addresses (including, but not limited to, ‘Gmail’ or ‘Yahoo’ email addresses) significantly increases this risk, and by choosing to use a public domain email address in any communications with the Bank the Organisation accepts this increased risk.
3.13 If a User ceases to be an employee or otherwise in the service of the Organisation or authorised to act by the Organisation or if the Bank notifies the Organisation that it is terminating such User’s right to access and use the Site, the Organisation will: (i) immediately notify the Bank in writing (save where the Organisation has received notification from the Bank of such termination), and ensure the User ceases to access and use the Site and the Services, and (ii) promptly return any Authorisation Device that was issued to that User by the Bank.
3.14 Where any use of or access to the Site, Services or Materials, or any Transactions and their execution, or any Instructions, orders/requests or other communications made through the Site or Services, are undertaken using any Access Details (“Organisation Activity”), then the Organisation shall be responsible and liable for all Organisation Activity and will be bound by any Transactions, Instructions and/or other agreements entered into with the Bank or any expense incurred by the Bank on the Organisation’s behalf in reliance on such Organisation Activity, save for where such Organisation Activity occurs after the Organisation has (i) advised the Bank of any loss, misuse, disclosure or theft of the relevant Access Details under clause 3.11 of these NeoLink Platform Terms, or (ii) given the Bank notice in relation to the relevant User under clause 3.13 of these NeoLink Platform Terms, and (in each case) the Bank has had reasonable time to act upon the same. The Bank has absolute discretion whether to accept or respond to any Instruction provided by the Organisation and/or Users in a manner inconsistent with any Transaction Agreement.
3.15 Without prejudice to the generality of the foregoing, the Organisation and the Users each acknowledge that there are security, confidentiality and other risks associated with access to and use of the Site and the Services, including without limitation:
(a) system, hardware, software, communication or network failure including but not limited to the Communication Functionality;
(b) user errors, whether in the operation of the Site, keying in of transaction information or use of the Services;
(c) misuse or unauthorised use of Access Details and unauthorised routing of orders;
(d) systems failures, processing errors, software defects, operating mistakes, hardware breakdowns;
(e) capacity deficiencies, network vulnerabilities, control weaknesses, security shortcomings, sabotage, electronic eavesdropping, malicious attacks, phishing attacks, hacking incidents, fraudulent conduct and defective recovery; and
(f) the introduction of viruses, spyware or other harmful components that may interfere with the Site, Services, or computer systems of the Organisation or the Bank,
which may result in (amongst other consequences) an inability to access the Site; enter into Transactions; issue Instructions; Transactions being executed or Instructions issued fraudulently or otherwise without consent or authorisation; delays, failures or inaccuracies in the execution of Transactions or communication of Instructions; failures or inaccuracies in notifications, acknowledgements or confirmations relating to Transactions or Instructions; theft, loss or misappropriation of data, passwords, confidential or commercially sensitive information; system failure; or otherwise give rise to loss, damage, disruption to services, or other security vulnerabilities. By electing to use the Site and Services, the Organisation agrees to bear all such risks except to the extent that the Bank shall be held liable in accordance with clause 9 of these NeoLink Platform Terms.
4. COMMUNICATION FUNCTIONALITY
4.1 This clause 4 shall only apply to the extent that the Communication Functionality is made available to the Organisation and Users via the Site.
4.2 The Bank reserves the right to suspend or cancel the Organisation’s or any User’s access to the Communication Functionality at the Bank’s sole discretion and without notice to the Organisation or the User.
4.3 Unless otherwise specified in the Specific Terms, the Organisation and Users may not, and will not attempt to, enter into Transactions or send orders or Instructions (whether in relation to Transactions or otherwise) by means of the Communication Functionality. Without prejudice to any of the Bank’s rights or remedies under the Contract or otherwise at law (including in particular clause 4.2 of these NeoLink Platform Terms), in the event that an Organisation attempts to enter into a Transaction or send an Instruction (whether in relation to Transactions or otherwise) by means of the Communication Functionality, then the Bank shall be entitled (in its sole discretion) to accept or reject such orders or instructions.
4.4 The Organisation and Users agree to grant the Bank a worldwide, perpetual, royalty-free, irrevocable, transferable licence to use, copy, modify, reproduce, display and distribute any Communication Material in any manner that the Bank chooses. Notwithstanding the foregoing, where a User chooses to upload an image or photograph for linking to his user ID (a “User Image”), this licence shall only extend to use of such User Image within the Site.
4.5 Users will ensure that User Images are appropriate for use within the Site, and are not obscene, offensive, defamatory or abusive, and warrant that use by the Bank of the User Images will not infringe any third party rights including IPR.
4.6 The Organisation and Users must not use the Communication Functionality in a manner or transmit or upload any material or link to any material which is false, fraudulent, inaccurate or misleading, obscene, offensive, defamatory, abusive or in breach of any third party rights (including IPR) or Applicable Laws. The Organisation and Users must also not use the Communication Functionality to transmit or upload any content and/or material containing categories of sensitive personal data defined in Articles 9 and 10 of Regulation (EU) 2016/679 (General Data Protection Regulation) or other equivalent applicable Data Protection Legislation as updated from time to time.
4.7 The Organisation and the Users agree to use the Communication Functionality solely for the purpose of communication in connection with the Services.
4.8 The Organisation and the Users acknowledge that the Communication Functionality is accessible by internal users of the BNPP Group that belong to different business units, some of whom may not be permitted to access information which, if disclosed, would have a material impact on the market price of one or more securities or likely to be considered by a reasonable investor to be material for their investment decision (“Material Non-Public Information”). The Organisation and the Users undertake not to include any Material Non-Public Information in any Communication Material.
4.9 The Organisation and Users acknowledge and agree that the Bank may monitor and record use of the Site and any Communication Material.
4.10 The Bank reserves the right to remove without notice material from the Site, which in its sole discretion, is objectionable or violates the Contract, third party rights or any Applicable Laws.
4.11 The Organisation and Users acknowledge that the Bank is under no obligation to read, confirm, action a request, or otherwise respond to any communication made via the Communication Functionality. Consequently, the Organisation and Users acknowledge that all communications that require the urgent attention of the Bank should be communicated to the relevant team within the Bank by alternative means, such as by phone.
4.12 The Bank accepts no liability for any content or transmission of any Communication Material and without limiting clause 9.6 of these NeoLink Platform Terms, the Organisation shall indemnify and hold harmless the Bank against any third party liabilities, claims, costs, Loss or damage that the Bank or any other member(s) of the BNPP Group incurs as a result of the Organisation and any User’s use of the Communication Functionality.
5. IPR AND CONFIDENTIALITY
5.1 All right, title, interest and IPR in the Site, Services and Materials are the property of BNPP or its licensors. BNPP will have the conduct of all claims, disputes and proceedings relating to any such IPR (including any proceedings to which the Organisation is a party) (each, a “Claim“). BNPP will, in its sole discretion, decide what action (including litigation, arbitration or compromise), if any, to take in respect of Claims. BNPP will not be obliged to bring or defend any proceedings in relation to any such IPR.
5.2 The Organisation and the Users may use, display, download and print copies of Materials for Permitted Purposes. However, all other use or dissemination of Materials (by any means and in whole or in part) is prohibited without the prior written permission of BNPP. In addition, the Organisation shall ensure that it and its Users, employees and agents do not delete or amend any copyright or other notices displayed on the Materials or any copies of them.
5.3 The “BNPP” trade mark is owned by BNPP and nothing contained on the Site or in the Services or the Contract shall constitute the grant of a licence to use such trade mark.
5.4 Except as set out in this clause 5 and any relevant Transaction Agreement, the Organisation and the Users shall treat as confidential and shall not (other than as permitted by the Contract or where permitted or compelled to do so by any Applicable Law) use or disclose to any person any Confidential Information nor permit its disclosure.
5.5 This clause 5 shall survive any termination of the Contract for a period of 5 years. Nothing in the Contract shall be deemed to limit the effect of Applicable Laws protecting IPR and the confidentiality of Confidential Information after the expiration of such period.
6. EXTENT AND LIMITATION OF RESPONSIBILITY FOR THE MATERIALS
6.1 The Bank may make available on, through or via the Site, the Services or any related tools or functionality, information, data and other content of a general nature such as general market research and analysis (“Materials“). In doing so the Bank shall use its reasonable efforts to ensure that the Materials are compiled from sources that the Bank believes to be reliable and accurate. However, the Bank makes no representation, express or implied, that the contents of the Materials or any opinions based thereon and contained in the Materials are accurate or complete, and the Materials may be incomplete or condensed and may be subject to change without notice.
6.2 The Materials are of a general nature and cannot and do not take into account the Organisation’s or Principal’s financial circumstances or investment objectives, and in respect of any Materials drafted solely for marketing purposes, do not constitute an offer or a solicitation to engage in any trading strategy or to purchase or sell any financial instruments. Given the Materials’ general nature, the information included in the Materials does not contain all the elements that may be relevant for the Organisation or Principal to make an informed decision in relation to any strategies or financial instruments discussed herein. Accordingly, nothing in the Materials may be construed as a personal recommendation or investment advice and should not be the sole basis for any evaluation of any Transaction by the Organisation or Principal. The Organisation acknowledges and accepts that it and any Principal will make an independent decision when entering into any Transaction. In assessing the merits and suitability of any Transaction, the Organisation or Principal should give due consideration to the legal, tax, accounting, regulatory, financial and other related aspects thereof. The Organisation or Principal should carefully consider, among other things, its eligibility to enter into Transactions and issue Instructions under Applicable Law in any relevant jurisdiction and should review any specific risk disclosure included in, attached or linked to specific Materials or contained in any Transaction Agreement or Specific Terms. The Organisation or Principal shall also be aware and shall be responsible for compliance with any particular short-selling restrictions that may apply under Applicable Law.
6.3 Except to the extent such liability may not be excluded or limited by Applicable Law and subject to clause 9 of these NeoLink Platform Terms, the Bank: (i) undertakes no obligation and assumes no responsibility or liability (whether express or implied) to any person concerning the Materials; and (ii) hereby excludes liability for all Losses that may be incurred or suffered by any person in connection with the Materials or their use, including for the consequences of reliance upon any opinion or statement contained in such Materials or any error or omission in them whether negligent or not.
7. LINKS
7.1 The Site may contain links to other websites, which in turn may contain material that has been produced by issuers or independent providers not affiliated with the Bank. The Bank has no control over those other websites and accepts no responsibility or liability for information or content provided, or opinion stated, on such websites.
8. DATA PROTECTION
8.1 The Organisation and Users acknowledge that, subject to clause 8.2 and any Applicable Law, the Bank may use and otherwise process the information provided by the Organisation to the Bank in accordance with its CIB Data Protection Notice located on its global CIB corporate website (https://cib.bnpparibas/data-protection-notice/) as updated on that website from time to time. When the Organisation provides the Bank with personal data of their staff or any third party, the Organisation confirms that such staff or third party receives this CIB Data Protection Notice and understands the information in this CIB Data Protection Notice about how the Bank will use their personal data.
8.2 The Organisation and Users acknowledge that, subject to any Applicable Law, the Bank may use cookies and monitoring technology on the Site in accordance with its Cookies Policy located on the Site as updated from time to time. For the avoidance of doubt, the Cookies Policy referred to in the CIB Data Protection Notice (including but not limited to clause 3.4 of that CIB Data Protection Notice) does not apply to the Site.
9. LIABILITY AND INDEMNITY
9.1 Nothing in the Contract shall restrict, exclude or limit any liability of the Bank that may not be limited or excluded under Applicable Laws.
9.2 To the extent prohibited by Applicable Law nothing in the Contract shall (i) exclude or limit any obligation which the Bank or any other member of the BNPP Group has to the Organisation under Applicable Laws or (ii) require the Organisation to indemnify the Bank against any breach by the Bank of such an obligation.
9.3 In the event the Bank is prevented, hindered or delayed from or in performing any of its obligations under the Contract by an event, occurrence or circumstance beyond its reasonable control (including any accident, breakdown or other failure of equipment, software or communications network (including but not limited to the internet or the SWIFT network)), the Bank shall (i) not be obliged to perform its obligations under the Contract to the extent that it is prevented, hindered or delayed in its performance by that event; and (ii) notify the Organisation as soon as practicable of the event and its likely effects on the Bank’s ability to deliver the Services.
9.4 Subject to clauses 9.1 and 9.2 of these NeoLink Platform Terms neither the Bank nor any other member of the BNPP Group, their agents, licensors or delegates or its or their directors, officers or employees (each a “Relevant Person“) will be liable for any Losses incurred or suffered by the Organisation, Principals (if applicable), the User or a Client Counterparty directly or indirectly in connection with the Contract, the Site, the Services, Materials and the Documentation, except to the extent such Losses result directly from the wilful default or fraud of such Relevant Person.
9.5 For the avoidance of doubt the Bank will not be liable for any Loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect the Organisation’s or Users’ computer equipment, computer programs, data or other proprietary material due to use of the Site or Services or accessing or downloading any Materials.
9.6 Subject to clauses 9.1 and 9.2 of these NeoLink Platform Terms, the Organisation will indemnify and keep indemnified each Relevant Person from and against all Losses incurred by a Relevant Person directly or indirectly in connection with: (i) any breach of the Contract by the Organisation, a User or a Client Counterparty, or any violation of the Bank’s rights or of any Applicable Law; or (ii) the Organisation, a User or a Client Counterparty accessing or using, or being unable to access or use, the Site, Services or Materials; or (iii) any false or inaccurate statement concerning the Organisation’s eligibility to enter into any Transaction, as described in any applicable Specific Terms; or (iv) the introduction into or onto the Site, Services or Materials by the Organisation, a User or a Client Counterparty of any virus or other matter which is malicious, defamatory or technologically harmful; or (v) any claim made against a Relevant Person by a Client Counterparty. The indemnity in this clause 9.6 does not apply to any Relevant Person in so far as such Losses result directly from the fraud, wilful default or (in the case of (i) to (iv) only) proven negligence of such Relevant Person.
9.7 Subject to clauses 9.1, 9.2 and 9.4 of these NeoLink Platform Terms, the total aggregate liability of the Bank and the Relevant Persons for all Losses arising out of or in connection with the Contract, the Site, Services, Materials and the Documentation shall not exceed €100,000, to the extent permitted by Applicable Laws. In addition, in the event of any inconsistency between this clause 9 and any other provision in the Contract, this clause 9 will prevail.
9.8 The Organisation is responsible for and shall accept full liability for all acts, errors and/or omissions of the Users, in connection with the use of the Site, the Services and any Transactions or Instructions.
9.9 The Organisation agrees that the exclusions and limitations set out in the Contract are reasonable in light of the nature of the Site, Services and Materials and the technology used to underpin them (including that the Internet is not a completely reliable transmission medium).
10. THE ORGANISATION’S OBLIGATIONS
10.1 The Bank acknowledges that to the extent the Bank has agreed in writing, the Organisation may use the Site and the Services and execute Transactions or issue Instructions for the benefit and account of the various entities for which the Organisation acts as an agent (each, a “Principal“). Upon request from the Bank, the Organisation shall provide evidence satisfactory to the Bank (in the Bank’s sole discretion) that the Organisation has the necessary authority to act as an agent for such Principals. Such evidence shall be in the form reasonably requested by the Bank. Unless specifically agreed as set out in this clause 10.1, the Bank will treat the Client as acting on its own behalf.
10.2 The Organisation warrants and represents that the following are and will be true each time that the Organisation or a User accesses or uses the Site or Services:
(a) the Organisation and each User has all requisite power, authority and approvals (including regulatory approval) to enter into and perform its obligations (and/or the obligations of the person(s) on whose behalf it is acting) under the Contract;
(b) the Contract, and each Transaction and/or Instruction, form valid and legally binding obligations of the Organisation;
(c) the Organisation’s performance on behalf of itself or where relevant on behalf of the Principal pursuant to the Contract and each Transaction or Instruction and Transaction Agreement does not and will not violate, contravene, conflict with or constitute a default under any law, regulation, rule, decree, order, judgment or charge, contract, trust deed or other instrument binding on the Organisation, Principal (if applicable) or any of their respective assets or (if it is a corporation) any provision of its Memorandum and Articles of Association (or equivalent constitutional documents); and
(d) the Organisation has, at the time of any Transaction entered into or Instruction issued on behalf of a Principal, full power and authority to bind such Principal as counterparty to such Transaction or instructing party to such Instruction (as the case may be) pursuant to the Contract.
10.3 The Organisation will provide the Bank promptly on request with all information that the Bank may reasonably require from time to time in connection with (i) the Organisation’s and Users’ access to or use of the Site and Services, and (ii) any Transactions and Instructions.
11. AMENDMENT
11.1 The Bank may amend the eT&Cs by notifying the Organsation of the amended eT&Cs, which may include by conspicuously posting the amended eT&Cs on the Site, and the User clicking to accept the terms of such amended eT&Cs via the Site. If an Organisation does not wish to be bound by the amended terms, it shall ensure Users do not click to accept the amended terms and Users do not continue to use the part of the Site or the Services to which the updated terms relate.
11.2 Any amendment will take effect on such date as the Bank will specify, which date will be no earlier than Applicable Law may require, but otherwise may be immediately where the amendment is to reflect a change of Applicable Law and at least 10 (ten) days after despatch of the notice or posting on the Site referred to in clause 11.1 of these NeoLink Platform Terms in all other cases. The Organisation and Users shall be deemed to have accepted any such amendment if the Organisation or a User continues to access and use the Site, Services or Materials after the applicable date.
12. NO OFFER OR ADVICE
12.1 The Bank provides no legal, tax, accounting, investment or other advice with respect to the Contract, the use of the Site or Services, the entry into any Transactions or any applicable Transaction Agreements or the issuance of any Instructions, or makes any recommendation regarding the suitability of the Site, any Service, any Transaction or any Instruction for the Organisation’s or the Principal’s requirements and objectives, and has no fiduciary duties toward the Organisation and the Principal. The Bank will not be liable for any opinion or view that is provided.
13. TERMINATION
13.1 Without affecting any other rights and remedies which a Party may have and without liability to the other Party, a Party may terminate the Contract in whole, or may terminate one or more sets of Specific Terms without termination of these NeoLink Platform Terms or any Addendum, upon 30 calendar days’ written notice.
13.2 The Bank may terminate the Contract and/or any Specific Terms and/or any Addendum with immediate effect and without prior notice, in the following circumstances:
(a) the Organisation has breached a material obligation of the Contract or did not remedy a non-material obligation within thirty (30) calendar days from the date the Bank sent written notice of such breach to the Organisation;
(b) any representation or statement made by the Organisation in the Contract or a document made or delivered under or in connection with the Contract is incorrect or misleading in any material respect; or
(c) the Organsiation becomes insolvent and/or any step is taken by the Organisation or any person in order to declare bankruptcy, winding-up, judicial management, receivership or dissolution of the Organsiation or any equivalent event occurs which would have similar effects to those events mentioned above, provided that termination is permissible in such circumstances under Applicable Law.
13.3 On the termination of the Contract in whole or these NeoLink Platform Terms:
(a) the Organisation’s and Users’ right to use all of the Sites, Services and Materials shall cease;
(b) any Securities Services Digital Framework Agreement executed shall automatically terminate where the Organisation is a Client;
(c) the Bank will promptly terminate the Organisation’s and Users’ access to and use of the Sites and Services and invalidate all or any relevant Access Details; and
(d) the Organisation will promptly return to the Bank any Authorisation Devices (or any equivalent devices) that were issued to it or to the Users.
13.4 On the termination of one or more sets of Specific Terms:
(a) the Organisation’s and Users’ right to use all of the Sites, Services and Materials associated with such Specific Terms shall cease;
(b) the Bank will terminate the Organisation’s and Users’ access to and use of the Sites and Services associated with such Specific Terms and invalidate all or any relevant Access Details; and
(c) where any Authorisation Devices issued to the Organisation or its Users are not required for any other Site or Service where applicable Specific Terms remain valid and binding, the Organisation will promptly return to the Bank such Authorisation Devices.
13.5 Termination of the Contract for whatever reason shall not affect (i) any rights, liabilities or obligations which accrued before such termination, including for the avoidance of doubt those relating to any Transactions entered into or Instructions issued prior to the date of termination; or (ii) any part of the Contract that is intended to continue to have effect after such termination.
14. ENTIRE AGREEMENT
14.1 The eT&Cs shall contain the entire agreement and understanding of the Parties and supersede all prior contractual provisions, in relation to the subjects covered by them. For the avoidance of doubt, all provisions not relating to such subjects are not impacted and all previous agreements between the parties remain in full force and effect.
14.2 In agreeing to the eT&Cs the Organisation confirms that it has not relied upon any representation, warranty, collateral agreement, arrangement or understanding, whether written or oral, given or entered into by any person (whether a Party or not) except those expressly set out or referred to in the eT&Cs; provided that nothing in this clause 14 shall limit or exclude any liability for fraudulent misrepresentation.
15. ASSIGNMENT AND NOVATION
15.1 The obligations under the Contract bind, and the rights will be enforceable by, the Organisation and the Bank and their respective successors, permitted assigns and representatives.
15.2 The Bank may at any time cause all or any part of its rights, benefits and/or obligations under the Contract to be assigned or novated to any other member of the BNPP Group by delivering to the Organisation a written notice to the appropriate effect and specifying the effective date of such assignment or novation.
15.3 The Bank may delegate the provision of the Site or Services or the performance of any obligation or function, and reserves the right to use any agents on such terms as it may think fit.
15.4 The Organisation’s rights under the Contract are personal to it and may not be assigned. The Organisation’s obligations under the Contract may not, without the Bank’s prior written agreement, be novated to or performed by anybody else.
15.5 Rights conferred in the Contract on the Bank shall be read as if they referred also to each relevant member of the BNPP Group. Each such member (from time to time) of the BNPP Group will have the benefit of the Contract, to the same extent as if it was the Bank, and accordingly will be entitled to enforce the Contract.
15.6 Except as provided (i) in clause 15.5 of these NeoLink Platform Terms; and (ii) in respect of Providers as set out in any applicable Specific Terms, the Contract is not intended to be for the benefit of, and shall not be enforceable by, any person other than the Bank and the Organisation whether under the English Contracts (Rights of Third Parties) Act 1999 or otherwise.
16. COMMUNICATIONS AND ELECTRONIC RECORDS
16.1 All notices or other communications may be given orally unless the Parties agree that such notices must be in writing.
16.2 The Bank may rely on any communication in any form which purports to have been made, or which it reasonably believes to have been made, by the Organisation or a User or otherwise on the Organisation’s behalf.
16.3 Except as otherwise expressly provided in the Contract, any communication in writing may be given by post or email using the details last notified by the recipient or, for communications given by the Bank, by posting on the Site.
16.4 Any notice or communication sent by the Bank to a User shall also be deemed to have been sent to the Organisation, unless otherwise agreed between the Parties.
16.5 Communications sent to the Parties will be deemed received only if actually received by the other Party.
16.6 The Organisation and the Users acknowledge and agree that the Bank’s records (and those of any other member of the BNPP Group) in relation to any (i) access to or use of the Site or Services, (ii) communication, (iii) Transaction, or (iv) Instruction shall be binding and conclusive on the Organisation or User (as the case may be) for all purposes whatsoever and shall be conclusive evidence thereof. Each of the Organisation and the User further agree that all such records shall be admissible in evidence.
17. GENERAL
17.1 Each provision of the Contract is severable and if the whole or any part of any provision is or becomes illegal, invalid or unenforceable or contravenes Applicable Law, this shall not affect the remainder of the affected provisions and the remaining provisions.
17.2 Neither Party shall be liable in any way for any Losses arising from any failure or delay in performing or complying with the Contract caused by any circumstance beyond its reasonable control.
17.3 Any waiver by either Party of a breach of any provision of the Contract shall not be deemed to be a waiver of any subsequent breach and shall not affect any other provisions of the Contract.
17.4 These NeoLink Platform Terms, any Specific Terms, any Addendum and any Securities Services Digital Framework Agreement may each be executed in counterparts and each counterpart when taken together with the corresponding counterpart shall constitute one and the same document.
17.5 No failure to exercise and no delay on either Party’s part in exercising any right, remedy, power or privilege under the Contract and no course of dealing between the Parties shall be construed or operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege by either Party preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights and remedies provided by the Contract are cumulative and are not exclusive of any rights or remedies provided by Applicable Law.
18. GOVERNING LAW AND DISPUTE RESOLUTION
18.1 The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, its subject matter or formation shall be governed by the laws of England.
18.2 The Organisation, the Users and the Bank each submit to the exclusive jurisdiction of the English courts to decide and settle any claim, dispute or matters arising out of or in connection with the Contract or established by them (whether contractual or non-contractual).
18.3 As signified by clicking to accept these NeoLink Platform Terms, you as a User confirm that you have read, understood and hereby agree to be bound by the terms applicable to you contained herein.
18.4 These NeoLink Platform Terms are drafted in the English language and in the French language. The English language version of these NeoLink Platform Terms and any notice or other document relating to these NeoLink Platform Terms, shall prevail if there is a conflict except where the document is a constitutional, statutory or other official document.
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