Terms and Conditions for Use of Bridge by BNP Paribas

These terms and conditions ("Terms") were reviewed and updated on 3rd March 2022.

These Terms apply to the provision and use of the web portal known as "Bridge by BNP Paribas" ("Web Service") which is provided by BNP Paribas or by third party service provider(s) acting on behalf of BNP Paribas (collectively "Provider").

You confirm that you accept and agree that these Terms constitute a legally binding contract between the organisation on whose behalf you are acting (the "Client") and BNP Paribas. By accessing this Web Service, you confirm that you have requisite authority, power and right to fully bind the Client. If you do not have the right to bind the Client or you are not permitted to use this Web Service on its behalf, you should not click to accept these terms and conditions and you should not proceed further.

In any event, the Client will be deemed to have accepted these Terms if the Client accesses or uses the Web Service notwithstanding whether or not it has separately entered into these Terms pursuant to any "click-to-accept" mechanism.

BNP Paribas reserves the right to change these Terms at any time, without direct notice to you. BNP Paribas will do this by updating the wording on this webpage and updating the publication date at the top of this page. Please ensure that you regularly check these Terms so you are fully aware of any changes or updates.

These Terms are in addition to and supplements the Investor Acknowledgement between the Client and BNP Paribas.

1. Definitions

The following words have the following meanings:

"BNP Paribas" means BNP Paribas SA a limited liability company (société anonyme) incorporated and registered in France with company number 662 042 449 RCS Paris whose registered office is at 16 Boulevard des Italiens, 75009 Paris, France.

"BNPP Group" means BNP Paribas and any company or other legal entity in which BNP Paribas holds, directly or indirectly, a majority shareholding interest (a "Subsidiary"), as well as any branch of BNPP or any of its Subsidiaries.

"Confidential Information" means the User Login, any information (in whatever form) which is confidential, a trade secret, proprietary or otherwise not publicly known including but not limited to the funds' information provided on the Web Service.

"Competent Authority" means any court, tribunal, regulator, self-regulatory organisation, stock exchange or any other exchange or other authority (including tax authorities) having jurisdiction over the Client or any member of BNPP Group.

"Fund Manager" means a fund manager who, under the terms of its agreement with BNP Paribas, has posted or has permitted the posting by BNP Paribas of information pertaining to its funds on the Web Service.

"Investor Acknowledgement" means the BNP Paribas Capital Introduction — Investor Acknowledgement Letter entered into between an Investor Client and BNP Paribas.

"Investor Client" means a Client who is an institutional investor and who has signed an Investor Acknowledgement.

"Manager Acknowledgement" means the BNP Paribas Capital Introduction — Manager Acknowledgement Letter entered into between a Client who is a Fund Manager and BNP Paribas.

"User" means an individual accessing the Web Service on behalf of the Client through the User Login, including but not limited to any representative of the Client or any individual officer, employee or agent of the Client who is, from time to time, notified to BNP Paribas in writing as authorised by the Client to use the Web Service on the Client's behalf.

"User Login" means the login details for use of the Web Service.

2. Access

The Client will ensure that User Login is kept strictly confidential and secure, and agrees to maintain adequate security procedures to prevent both access to the Web Service by persons other than authorised Users, and the unauthorised use of the Web Service. The Client will notify BNP Paribas immediately if it, its personnel or a User knows or suspects that any User Login may have been compromised or knows or suspects of any unauthorised access to the Web Service. The Client is fully responsible for monitoring of the accounts and the use and for all acts, errors and/ or omissions of its Users (whether or not authorised by the Client). BNP Paribas may (but is not obliged to) monitor or review such acts. BNP Paribas shall, in its discretion, take reasonable steps to cancel User Login if requested by the Client (but shall not be responsible for any delay in doing so); the Client will remain liable for any access to or use of the Web Service until BNP Paribas has confirmed in writing that such User Login has been disabled. The Client acknowledges that there are security, confidentiality, technical failure and error risks associated with access to and use of the Web Service (including as a result of the internet being an insecure transmission medium), and agrees to bear all such risks.

3. Permitted use

The Client shall only use the Web Service in the manner permitted by the Web Service's ordinary operation when accessed with the User Login. In connection with this use, an Investor Client may access the fund data of the Fund Managers and send notifications of interest or queries to BNP Paribas' Capital Introduction team. A Client who is a Fund Manager may upload information pertaining to its funds to the portal so that it may be accessed by Investor Clients.

4. Use restrictions

The Client shall not:

  • use the Web Service for any purpose other than accessing the fund data of the Fund Managers and contacting BNP Paribas' Capital Introduction service, each in the ordinary course of business;

  • upload or input any content and /or make statements on the Web Service that would constitute libel or slander, or be deemed racist or illegal;

  • compromise, damage, disable, overload, disturb or interfere with the security or operation of the Web Service, including BNP Paribas\' information and operating systems or those of its potential service providers;

  • download or copy any data from the Web Service other than by ordinary use of the tools provided by the Web Service for this purpose;

  • distribute to third parties any of the data available from the Web Service;

  • provide any third party with access to the Web Service;

  • attempt to disrupt the Web Service, or the computer systems used to make the Web Service available;

  • attempt to access the computer systems used to make the Web Service available, other than as part of the permitted use of the Web Service.

5. No Investment Advice

The Client acknowledges that the Web Service provides information only, not investment advice.

6. Reliance

The Client acknowledges that the information contained in the Web Service does not provide a sufficient basis for making a fully informed decision.

7. No Offer

Nothing on the Web Service is to be construed as an offer or an invitation to make an offer to subscribe for a particular investment.

8. Accuracy

The Client acknowledges that the data on the Web Service has been provided by the Fund Manager. It might not be accurate or complete and has not been independently verified by BNP Paribas.

9. Links

The Web Service might contain links to third party websites and services. The Client acknowledges that the accuracy, reliability or completeness of the content contained on any third party website is the responsibility of the provider of the third party website. The Client also acknowledges that the Client is leaving the Web Service when clicking on these links.

10. Intellectual property

Intellectual property rights in the Web Service, and related documentation and materials, belong to BNP Paribas, any other member of the BNPP Group, or its or their licensors, including Providers; and the Client shall not acquire any right or interest in any such intellectual property rights. The "BNP Paribas" trade mark is owned by BNP Paribas and nothing contained in the Web Service or in these Terms shall constitute the granting of a licence to use such trade mark or any other trade mark owned by any member of the BNPP Group. The Client shall not use the name(s) or trade mark(s) of BNP Paribas, or any other member of the BNPP Group for marketing or publicity purposes, without BNP Paribas' prior written consent. BNP Paribas has the right to conduct all claims, disputes and proceedings relating to its intellectual property rights (including any proceedings to which the Client is a party), and will, in its sole discretion, decide what action, if any, to take in respect of any such claim, dispute or proceedings.

11. Disclaimer

The Client expressly acknowledges and agrees that the Web Service is provided on an "as is" basis at the Client's sole risk. Save as expressly set out in these Terms, no relevant person, nor any other party, makes any warranty, representation or other assurance, express or implied, to the Client or any user concerning the Web Service and all warranties, representations or other assurances, whether arising under statute or otherwise, as to the use of or access to the Web Service with respect to quality, accuracy, completeness, reliability, performance, non-infringement of intellectual property rights, title, currency, merchantability, fitness for a particular purpose, timeliness, continued availability, security of information technology, absences of viruses or damaging or disabling code or otherwise, are hereby excluded to the maximum extent permissible.

12. Limitation of Liability

The Client acknowledges that:

  • the Client is not relying on the Web Service to be available at all times or any particular time;

  • the Client is responsible for maintaining appropriate technical and organisational measures to protect the Client's IT systems against viruses and malware from external sources (including the Web Service).

Nothing in these Terms shall limit or exclude liability for:

  • death or personal injury resulting from negligence;

  • fraud or fraudulent misrepresentation;

  • liability which cannot be excluded or limited by law.

Subject to the foregoing, BNP Paribas' liability to the Client in connection with these Terms shall be limited to an aggregate total of one thousand pounds sterling (£1000) irrespective of the number of claims and whether individual claims are for breach of these Terms or a duty of care, or for misrepresentation. The Client agrees that the exclusions and limitations set out in these Terms are reasonable in light of the nature of the web service.

The damages payable by BNP Paribas to the Client in connection with this Terms (including for breach of these Terms or a duty of care, or for misrepresentation) exclude damages or losses arising from:

  • investment decisions made by the Client;

  • loss of revenue or profit;

  • loss of anticipated savings;

  • loss of goodwill or reputation;

  • liabilities to third parties;

  • the Client's special circumstances (even if those circumstances were known to BNP Paribas).

13. Indemnity

The Client will indemnify and keep indemnified BNP Paribas and/or Providers from and against all losses incurred directly or indirectly in connection with (a) the Client's and/ or Users' access (including any unauthorised use of User Login) and use of, or inability to access or use, the Web Service; (b) the duties or the exercise of any of powers or discretions of BNP Paribas under these Terms; (c) the use of hardware and/or software used by the Client and/or Users in connection with the Web Service; and (d) any incorrect or misleading representation or warranty made by the Client, or any breach by the Client of its obligations to BNP Paribas under these Terms, other relevant terms or the terms of any transaction or contract entered into pursuant to or in connection withthese Terms. The Client will provide BNP Paribas and/or the Providers with reasonable cooperation in relation to third party claims relating to the Web Service.

14. Suspension

BNP Paribas may suspend the User Login and/or access to the Web Service where BNP Paribas reasonably believes that the Client and/or a User is in breach of its Terms with BNP Paribas. BNP Paribas may continue this suspension until the Client's and/or a User's breach has been remedied to BNP Paribas' reasonable satisfaction.

15. Termination

BNP Paribas may in its absolute discretion terminate these Terms and the Client's use of the Web Service without prior notice where the Client is in breach of these Terms.

BNP Paribas may give written notice to the Client of the date of termination of these Terms, which may be the date on which the notice is sent. These Terms will then terminate at the end of the termination date specified in the written notice.

The Client may terminate these Terms by giving at least 30 days prior written notice to BNP Paribas.

Termination under this clause 12 will only be valid if it has been emailed to bnpp.capintro@bnpparibas.com (for notices from the Client to BNP Paribas), or to the current email address associated with the User Login (for notices from BNP Paribas to the Client).

16. Consequences of termination

On termination of these Terms, the Client shall cease to use the Web Service and BNP Paribas may terminate the User Login.

Termination does not affect any rights of the parties which have accrued up to the date of termination.

17. Confidential Information

Subject to the rest of this clause 17, all Confidential Information provided by the parties in connection with these Terms shall be kept strictly confidential by the receiving party, unless such disclosure is otherwise agreed to in writing by the other party; is required by any applicable law including disclosure to any Competent Authority; is permitted under any applicable agreement between the Client and BNP Paribas; or relates to information already in the public domain. The Client agrees and acknowledges that the provision of the Web Service may require BNP Paribas to disclose Confidential Information with third parties, services providers and licensors. Where necessary for the operation of BNP Paribas' business on a global group basis, BNP Paribas may disclose Confidential Information of the Client and/ or Users to any other member of the BNPP Group; any successor to any part of its business; licensors/ service providers of BNPP Group; and as may be otherwise permitted by the Client and/ or User. The Client hereby provides its express consent to such disclosure. To the extent permitted by any applicable law, the Client will give reasonable prior notice in writing to BNP Paribas of any Confidential Information of BNP Paribas that it is required to disclose to any Competent Authority under applicable law, and the Client will use reasonable endeavours to limit the extent of any disclosure.

18. Data Protection

The Client acknowledges that, subject to any applicable law, BNP Paribas may use and otherwise process the information that the Client provides to BNP Paribas in accordance with BNP Paribas' CIB Data Protection Notice located on BNP Paribas' global CIB corporate website (https://cib.bnpparibas.com/about/privacy-policy_a-38-60.html) as updated on that website from time to time. When the Client provides BNP Paribas with personal data of the User or Client's staff or any third party, the Client confirms that such User or staff or third party receives this CIB Data Protection Notice and understands the information in this CIB Data Protection Notice about how BNP Paribas will use their personal data.

19. Miscellaneous

For the avoidance of doubt, the use of the Web Service is further subject to the terms of the Investor Acknowledgement or the Manager Acknowledgement (as applicable). These Terms, the Manager Acknowledgement and the Investor Acknowledgement contain the whole agreement between the parties in respect of the use of the Web Service and supersede all prior agreements between the parties relating to the subject matter. In the event of a conflict between the Investor Acknowledgement or Manager Acknowledgement and these Terms, the terms of the Investor Acknowledgement or Manager Acknowledgement shall prevail.

Any implied term, condition or warranty in respect of the Web Service is excluded from these Terms, but only where the exclusion is permitted by law.

The Client is not permitted to assign these Terms. BNP Paribas may assign these Terms (including rights or obligations under these Terms).

A remedy made available to a party by these Terms does not exclude other remedies, unless the remedy is stated to be a sole remedy.

None of the terms of these Terms are enforceable by any person other than the parties to these Terms.

20. Law and jurisdiction

The laws of England apply to these Terms and any non-contractual obligations arising out of or in connection to it.

The courts of England have exclusive jurisdiction to settle any dispute or claim between the parties which arises in connection with this these Terms.