1 Acceptance of Agreement
1.1 By checking the relevant checkbox on the Sequure online platform accessible at https://www.Sequure.com or any of its subsidiary domains (hereafter the “Platform”) during account registration, you accept these Terms of Service and agree to comply with these Terms of Service and any other conditions presented on the Platform (collectively referred to as the “Agreement”). The Agreement establishes a contractual relationship between Sequure Limited (referred to as “we”, “us” or “Sequure”) and (a) you in your personal capacity as an individual, and (b) the entity represented by your access and usage of the Platform and Services (hereafter defined), either as an employee, affiliate, independent contractor, agent, or in a similar representative role ((a) and (b), collectively referred to as “you” and “your”), and directs your access to, and utilization of the Platform along with the services and applications furnished by Sequure on it (collectively referred to as the “Services”). Sequure provides investment arrangement services and permits eligible individuals to invest in private equity funds through the Platform.
SEQUURE RESERVES THE RIGHT TO MODIFY THE PLATFORM, THE SERVICES AND/OR THIS AGREEMENT AT ANY TIME WITHOUT PRIOR NOTICEN, DUE TO CHANGES IN LEGAL, RULE, REGULATORY OR POLICY CHANGES OR OTHERWISE. HENCE, EACH TIME YOU ACCESS OR USE THE PLATFORM OR THE SERVICES, IT IS RECOMMENDED TO REVISIT AND REASSESS THE THEN-CURRENT AGREEMENT. YOUR ONGOING ACCESS AND/OR USE OF THE PLATFORM AND/OR THE SERVICES IMPLIES ACCEPTANCE OF SUCH MODIFICATIONS.
1.2 Capitalized words employed within this document are defined Section 12 (Definitions) of these Terms of Service.
2 Use of the Services
2.1 The laws governing alternative investments are complex. Generally, they aim to shield unsophisticated investors from making unwise investment decisions. Only investors that fulfill certain prerequisites including a specified minimum net worth and adequate prior investment experience are eligible to utilise the services and invest with Sequure.
2.2 Given the characteristics of the funds we provide, Sequure investments are solely available for investors who qualify in accordance with relevant national securities laws and regulations that govern such securities transactions.
2.3 You must make your own assessment of the regulatory requirements that may apply to your activities on the Platform
3 Risks
3.1 Alternative investments in private placements, and private equity investments via feeder funds in particular, are speculative and involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest. Prospective investors should carefully consider the risk warnings and disclosures for the respective fund or investment vehicle set out therein. The value of an investment may go down as well as up and investors may not get back their money originally invested. Past performance is not necessarily indicative of future performance. An investment in a fund or investment vehicle is not the same as a deposit with a banking institution. Please refer to the respective fund documentation for details about potential risks, charges, and expenses. Additionally, investors will typically receive illiquid and/or restricted membership interests that may be subject to holding period requirements and/or liquidity concerns. In the most sensible investment strategy for private equity investing, private equity should only be part of your overall investment portfolio. Further, the alternative investments portion of your portfolio may include a balanced portfolio of different alternative investments funds. Investments in alternative assets are highly illiquid and those investors who cannot hold an investment for the long term (at least 10 years) should not invest. Sequure does not provide investment advice, and no communication, through the Platform or in any other medium, should be interpreted as a recommendation for any security offered on or off the Platform or through the Services.
3 User Responsibilities
3.1 Commitment to Responsible Behavior. By entering into this Agreement you agree to act responsibly and undertake the following:
3.2 Prerequisites for Utilizing the Services. (a) You possess the necessary rights, power, authority, and capacity to agree to this Agreement either for yourself or on behalf of an entity you represent and to comply with all terms and conditions mentioned here. If any part of your usage of the Services contravenes laws, rules or regulations you’re subject to, you’ll promptly halt use of the Services and terminate your account; (b) You pledge not to use a false name or use an email address owned or controlled by another person while utilizing the Services; (c) You alone are accountable for keeping your password confidential; (d) You will update your registration data with Sequure when necessary to ensure it stays accurate, true and comprehensive; (e) When registering on the Platform, you agree to be subject to the terms and conditions by ticking the respective box.
3.3 Investment-Related Requirements. (a) You’ll only invest in a Sequure fund or other financial product offered via the Platform after a thorough review of the investment terms, including the relevant private placement memorandum, subscription agreement and organizational documents as well as all related information and materials provided through the Platform; (b) You will use your own judgment before making any decision to invest; (c) You will seek appropriate professional advice to protect your interests, such as legal, tax, accounting and other advice; (d) You have reviewed and understood the risk discussion available with the investment documentation on the Platform, and you are fully aware of the risks of making alternative investments
3.4 Universal Requirements. Moreover, you agree not to: (a) Violate this Agreement or any laws, regulations, or rules; (b) Mislead or defraud Sequure in any way, such as disguising the source of materials submitted to the Services or using tools that anonymize your IP address; (c) Interfere with or disrupt the access to the Platform or Services of other users or any host or network; (d) Cause any damage or harm to Sequure, the Platform and/or the Services; (e) Upload or transmit any harmful or malicious material to the Platform or the Services; (f) You commit not to reverse engineer, modify, decompile, disassemble, or attempt to discover any software, source code, structure, methodologies, models, or data related to the Platform or the Services; (g) You will not access or attempt to access the Platform or Services through any unauthorized means, such as automated systems or scripts, other than those currently provided by Sequure, unless specifically authorized by Sequure in a separate agreement; (h) You will not alter or remove any copyright, trademark, logo, notices, instructions, warnings, labels, hyperlink or other proprietary rights notices contained in or on the Platform or Services or on any third-party website and/or Sequure software; (i) You will not interfere with or circumvent any security feature of the Platform or the Services or any feature that restricts or enforces limitations on use of or access to the Platform or Services; (j) You will not provide Sequure with false or fraudulent representations to gain access to the Platform or Services; (k) You will not disseminate or cause the distribution of Sensitive Information; (l) You will not sell access to the Platform or the Services or any part thereof other than through a mechanism approved by Sequure in writing; (m) You will not expect Sequure to provide investment advice or recommend any investment; (n) You will not treat any Content, email or other information you receive as a result of your access to or use of the Platform or the Services as a recommendation or representation by Sequure unless such information has been expressly identified as created by Sequure; (o) You will not claim any ownership right in any material, software or intellectual property displayed on, published by or otherwise available through the Platform, including Content; (p) You will not copy or distribute Content (excluding Your Content) except as specifically allowed in this Agreement; (q) You will not use any Content or other information acquired from Sequure for commercial or investment activity outside of the Services, without prior written approval from Sequure; (r) You will not claim any right to access, view or alter any source code or object code of Sequure; (s) You will not use the Platform to market services, especially investment advisory services that might cause Sequure to have to register as an investment adviser with a local regulator; (t) You will not market competing services to persons you have identified through Sequure.
3.5 Sequure Staff and Associates. You comprehend that Sequure’s staff members and associates may participate in the Services as investors, and Sequure is not accountable for any of their activities, including statements or information in their communications.
3.6 Confidentiality. By registering with Sequure, or by using the Platform or Services or viewing Content in any way, you may come across Sensitive Information. You must handle such information with confidentiality.
3.7 Additional User Responsibilities.
3.8 This Agreement does not confer any rights to support, upgrades, patches, enhancements, or fixes for the Platform or the Services. Sequure, however, may provide automatic updates to the Platform or the Services at its discretion without any prior notification to you.
3.9 APIs via the Service. Sequure may offer one or more APIs for interaction with the Services. Your use of any Sequure API is subject to this Agreement and specific rules for the Sequure API, which will be posted on the Platform before the APIs become available.
4 Privacy Considerations.
4.1 Sequure prioritizes your privacy. We encourage you to look over our Privacy Considerations to understand better how we collect and use your personal data via the Services. The Privacy Considerations detail how Sequure handles your personal data and safeguards your privacy when you access Sequure and make use of the Services.
4.2 Modifications to the Privacy Considerations. Sequure reserves the right to alter the Privacy Considerations at any moment at our sole discretion. Such changes will become effective upon posting the updated Privacy Considerations at the domain of https://www.Sequure.com/privacy-notice/ where the preceding version of the Privacy Considerations was made available, or by sharing these changes via any established written or other form of contact with you. Your continued usage of the Platform or the Services after the publication of the revised Privacy Considerations signifies your consent to such changes, as long as they do not have retroactive effects.
5 Ownership of the Platform, Services, and Content; Investor Assessment
5.1 All ownership, entitlements, and interest in the Platform, the Services, and Content (excluding Your Content) will continue to be the sole property of Sequure and its licensors. The Platform, the Services, and Content are defended by copyright, trademark, and other laws both of the United Kingdom as well as other jurisdictions. Nothing in this Agreement, except as explicitly provided, authorizes you to use the Sequure name or any of the Sequure trademarks, logos, domain names or other unique brand features.
5.2 Completion of the “Investor Assessment”. To comply with regulatory guidelines, Sequure may require a prospective investors to undergo an assessment of suitability either by filling out an investor assessment on the Platform or participating in a suitability evaluation process via a distribution partner, where applicable, both of which aim to distinguish investors who qualify to invest in Sequure funds or other financial offerings presented through the Platform from those who do not. In this process, Sequure and any associated distribution partner depend on the representations made by investors or distribution partners, as the case may be.
6 Company’s Rights Preservation
6.1 Authority Over Content. Sequure has the right to remove any Content from the Platform, including Your Content, at any time without notifying you.
6.2 Right to Discontinue User Access. Sequure has the right to terminate your access to and usage of the Platform and Services without prior notice. If you breach this Agreement, Sequure may seek other legal or equitable remedies, while ensuring any necessary investor information required by law is provided through a durable medium.
6.3 Right to Decline or Cancel Registration. Sequure holds the right to decline the registration of, or cancel, your user account at its discretion, for any reason or no reason. Sequure also reserves the right to remove or refuse to transmit, communicate or distribute any Content related to the Services, and to terminate users and/or reclaim usernames. Sequure reserves the right to access, read, preserve, and disclose any information it reasonably believes is necessary to (a) comply with any applicable law, rule, regulation, legal process or governmental request, (b) enforce this Agreement (including investigation of potential violations), (c) detect, prevent or address fraud, security or technical issues, (d) respond to user support requests, or (e) protect the rights, property or safety of Sequure, its users, and the public.
7 Extent of Sequure’s Duties
7.1 Introductions. Sequure is not obligated to introduce you to any individuals associated with Sequure feeder funds or other financial products offered on the Platform, including fund managers, fund analysts, or other investors.
7.2 No Recommendations. Sequure does not recommend any funds or other investment opportunities, claim that any investment opportunities are suitable, or guarantee the accuracy of information provided by funds, their managers or other financial products offered on the Platform or otherwise. Specifically, Sequure does not act as an investment advisor to any investor and no portion of the Platform is intended to provide investment advice.
7.3 Verifying Advertisement Accuracy. The Services may contain or deliver advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion is accurate and complies with applicable laws, rules, and regulations. Sequure is not responsible for the compliance, error, inaccuracy, or problem in any advertiser’s or sponsor’s Content.
8 Duration and Termination
8.1 Unless terminated by Sequure, this Agreement will continue to be in full effect as long as you access or use the Platform or any of the Services.
8.2 You may terminate this Agreement at any time by requesting Sequure to delete your account by contacting privacy@Sequure.com. Sequure can terminate this Agreement at any time, particularly if you are suspected of violating any provision of this Agreement.
8.3 Upon termination of this Agreement for any reason, you are required to destroy and remove from all computers and other storage media, all copies of any intellectual property owned by Sequure or any other user of the Services that you acquired via use of the Platform or the Services. Furthermore, any provision which by its nature should outlast the termination of this Agreement, will survive, including but not limited to Sections 3.4(d), 3.4(u), 3.6, 4, 5.1, 6, 7, 8.3, 9, 10, and 11.
9 Provisions on Accountability, Liabilities and Immunities
9.1 For intentional misconduct, Sequure’s accountability is as per the legal stipulations of the relevant law.
9.2 For cases involving severe negligence, Sequure’s responsibility is determined according to the legal norms of the pertinent law.
9.3 For instances of simple negligence, Sequure’s liability is conditional, provided that the liability standard is not constrained by the legal regulations of the applicable law. This only covers breaches of crucial contractual commitments (i.e., obligations, the violation of which jeopardizes the contract’s purpose and compliance with which the investor often and justifiably depends on). In this situation, Sequure’s accountability is confined to the predictable and typical damages.
9.4 The above limitations in Section 9.3 do not apply to (a) damages caused by harm to life, physical well-being, or health; (b) guaranteeing the condition of goods and/or work or intentionally hiding defects by Sequure.
9.5 The previously mentioned liability restrictions, subject to the provisions of Section 9.4(a), apply to any liability claims for any legal reason, including breach of contract, default, defective or incorrect delivery, breach of duties in contract negotiations and tort, provided these claims are associated with fault, and (b) any violations by substitute agents or any other person for whom Sequure can be made accountable according to the relevant legal regulations.
9.6 Sequure disclaims any responsibility for technical glitches or other problems concerning any telephone network, service, computer systems, servers, providers, computer or mobile equipment, software, email or media players due to technical issues or internet traffic congestion, or any website or combined thereof. This also includes any harm or damage to your computer, mobile phone, or other hardware or software, caused by the usage or downloading of materials connected to the web, platform, or services, inclusive of any mobile software. Sequure will not be liable for any loss or damage, including any personal injury or death, resulting from the use of the Platform, the Services, or any Content.
9.7 Sequure offers no guarantees and denies all accountability and liability for the thoroughness, precision, accessibility, timeliness, security or dependability of the Platform, the Services, or any Content provided or received as a result of your relationship with Sequure. Sequure bears no responsibility for any harm to your computer system, loss of data, or other damages that result from your access to, use of, or inability to access or use, the Platform, the Services, or any Content. Sequure is not responsible for the deletion or failure to store, transmit, or distribute any Content and other communications maintained by the Services. The Services are offered without any warranty that they will meet your requirements or be continuously available, secure, or error-free. Any advice or information obtained from Sequure or via the Platform or Services does not create any warranty unless explicitly mentioned. The Platform, the Services, and Content are provided on an AS-IS, WHERE IS, AS AVAILABLE basis, solely at your risk.
10 Compensation for Damages • You agree to shield, indemnify, and protect Sequure and its associated parties against any and all legal actions, claims, losses, responsibilities, damages, rulings, costs, and expenses (including legal fees) that result from your (a) use or attempted use of, or inability to use or access, the Platform, any Content or any Services, (b) violation of any terms in this Agreement, and/or (c) Your Content.
11Various Provisions
11.1 Sequure manages and controls the Services from its offices located in the United Kingdom. The data shared on or through the Platform or the Services is not intended for circulation or utilization by any individual or entity in any jurisdiction or country where such distribution or use would contradict law or regulation or subject Sequure to any registration requirement within such jurisdiction or country. Therefore, individuals choosing to access the Platform or the Services from other locations do so voluntarily and assume their own risk.
11.2 Certain information might be under United Kingdom, European or U.S. export controls. Consequently, no such materials may be downloaded, exported, or re-exported: (a) into (or to a national or resident of) Cuba, Iraq, North Korea, Iran, Syria, or any other country to which the United Kingdom, European Union or United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List. By downloading any material available through the Services, you assert and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list. The parties expressly renounce the application of the United Nations Convention on Contracts for the International Sale of Goods.
11.3 Venue and Applicable Law. This Agreement and all aspects of the Platform and the Services, along with all claims or causes of actions (whether in contract, tort, or otherwise) that may be based upon, originate from, or relate to this Agreement, the Platform, or the Services, shall be overseen by and interpreted following the laws of the United Kingdom.
11.4 Section Titles, Verification Documentation, Waiver of Execution Defenses, Notices. The section titles used here are for convenience only and shall not bear any legal significance. Upon Sequure’s request, you will provide Sequure with any documentation, substantiation, or releases required to verify your compliance with this Agreement. You relinquish any and all defenses you may have due to the electronic form of this Agreement and the absence of signatures by the parties to execute this Agreement. Notices to You may be made via posting to the Platform, by email, or by regular mail at Sequure’s discretion.
11.5 Sequure’s failure to require or enforce strict adherence by you to any provision of this Agreement or to exercise any right under this Agreement shall not be interpreted as a waiver or surrender of Sequure’s right to assert or rely upon any such provision or right in that or any other instance. Sequure may choose to enforce certain portions of this Agreement more strictly or to interpret certain provisions more strictly against certain users than it does against users in general, and such disparate treatment shall not be grounds for failing to comply with all of this Agreement as so interpreted.
11.6 Prohibition of Assignment, Transfer, and Sublease. You may not assign, transfer, or sublicense this Agreement, any of your rights under this Agreement or delegate any of your responsibilities under this Agreement. Any such attempted assignment, transfer, sublicense, or delegation is void. We may assign, transfer or sublicense any or all of our rights or this Agreement or delegate any of our obligations under this Agreement.
11.7 Entire Agreement. This Agreement encompasses the entire understanding between you and Sequure, and replaces all prior understandings of the parties concerning the subject matter, and cannot be changed or modified by you except as posted on the Services by Sequure. We may amend or modify this Agreement as set forth herein. No waiver by either party of any breach or default hereunder shall be considered a waiver of any preceding or subsequent breach or default.
11.8 No Third Party Beneficiaries. This Agreement is exclusively between you and Sequure. No user has any rights to compel Sequure to enforce any rights it may have against you or any other user.
11.9 If any provision of this Agreement is deemed unenforceable or invalid by an appropriate authority, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole. In such an event, the provision will be altered and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
12 Interpretation
12.1 “Content” refers to any data, text, illustrations, or other materials uploaded, downloaded, or otherwise presented on the Platform or the Services. You maintain ownership of all Content (if any) you submit, post, display, or otherwise make available through the use of the Platform or the Services (“Your Content”). You hereby provide Sequure a global, irrevocable, transferable, assignable, royalty-free right and license, during and beyond the term of this Agreement, to transmit, communicate, and distribute Your Content to issuers of investment products on the Platform with whom you share a business relationship, including for purposes of transacting with you, and to utilize Your Content for any internal purpose, including for enhancing customer experience with and improving the Platform and Services. You also provide Sequure a global, irrevocable, transferable, assignable, royalty-free right and license, during and beyond the term of this Agreement, directly and through agents and contractors to aggregate, analyze, compile, create derivative works from, use, distribute, sublicense, disclose, and sell for our own and our affiliates’ benefit Your Content on an anonymized and aggregated basis together with such information from other users of the Platform.
12.2 “Sensitive Information” pertains to all information procured by, through, or in conjunction with your utilization of the Services or the Platform that was supplied by another person and which is labeled as “Sensitive” or “Confidential” in any manner reasonably designed to identify the nature of such information or which a party should reasonably comprehend that such information is “Sensitive” or “Confidential”.
12.3 The Platform and the Services are operated and supplied by Sequure Limited, a limited liability company, duly incorporated under the laws of England & Wales with Registration Number 14993308, having its registered office at 2nd Floor, Malta House, 36-38 Piccadilly, London, W1J 0DP, United Kingdom
. If you have inquiries about this Agreement, please connect with us at legal@Sequure.com. • Last revised: 20 April 2023 · Sequure is a trademark of Sequure LTD