General

These terms and conditions of use (“Terms of Use”) relate to the use of our electronic secure client portal (“Client Portal”) which is operated by Unity Capital Partners AG on behalf of its related operational entities (“Unity”, “we” “us” or “our”) via our website at www.unity.capital (“Website”) and is being made available to (a) Unity’s clients with which Unity is a party to either an Investment Advisory and or Investment Management Agreement (“Clients”) and (b) business partners with which Unity is party to a joint-venture, strategic cooperation agreement or other similar form of strategic alignment (in each instance a “Partner”).

Description of service

The Client Portal provides authorized Investors an interactive self-service website where they may obtain information about and access to, certain products, services and software with easy access to key information regarding their account, including copies of legal agreements and other communications as well as providing a mechanism for raising requests (“Client Portal Services”).

The information, documents, and communications contained within the Client Portal are provided as a convenient resource to Investors and may be used for informational purposes only. The Client Portal also provides the ability for two-way communication between us and our Clients and serves exclusively as a secure mechanism to transmit information back and forth. 

Our Client Portal Services may also include but are not limited to: (a) reporting information and (b) tools for viewing and accessing invoices and portfolio data, (collectively “Portal Materials”). 

Acceptance of these terms of use

Notwithstanding anything to the contrary set forth in a separate signed agreement(s) between Unity and a Client governing the provision our Client Portal Services (a “Business Agreement”), you hereby agree that access and use of the Client Portal, Portal Materials, or any Client Portal Services are subject to these Terms of Use. 

You are responsible for the access and use of the Client Portal, Portal Materials and Client Portal Services by all of your administrators (“Administrators”) other users (“Users”).

Access to our Client Portal may only be given to Clients under registration and approval by an authorised employee or representative of Unity. Registering to use the Client Portal automatically indicates your acceptance of these Terms and Conditions.

The Client Portal forms part of our Website. By accessing it, you also agree to be bound by all other terms and conditions of our Website Terms of Use, including the contents of our Privacy Policy.

We may amend these Terms of Use at our discretion and without notice, by posting any amendments on our Website. The prevailing Terms Of Use will be available on our Website at all times. Any use of the Client Portal by you after any such modified Terms of Use have been posted, will be deemed acceptance by you of those modified Terms of Use.

Accuracy of information

We will use reasonable endeavours to ensure all information contained in the Client Portal is accurate and up to date as at the currency date(s) shown in each document. We are however, under no obligation to conduct any review of such information to ensure it remains accurate after the specified date, and we shall not be liable for any loss caused as a result of change in the law or regulations applicable in any country or territory after the currency date(s) shown in the respective document.

Precedence

Use of the Client Portal, Unity Materials and Client Portal Services may also be subject to additional disclaimers, legal notices, click-through agreements, or other legal agreements (in any such instance “Additional Legal Terms”), which will be posted on our Website from time to time, when and where applicable. 

These Terms of Use and any applicable Additional Legal Terms form a legally binding agreement between you and us regarding access and use of the Client Portal, Portal Materials and Client Portal Services together with your Administrators and Users. Whenever there is a conflict between the provisions of these Terms of Use and the Additional Legal Terms, the terms in the Additional Legal Terms shall prevail.

Accessing and using information on this portal

In order to be able to access the information offered in the Client Portal, you will need to use a specific user ID, email address or other login information, such as a password (together your “Login Information”). You must not disclose your Login Information to any person or otherwise allow any person to access the Client Portal using your Login Information.

You must not access or use the Client Portal for any purpose that is unlawful or prohibited by these Terms of Use, and you must take your own precautions to ensure that the process which you employ for accessing the Client Portal, does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system. For the removal of doubt, we do not accept responsibility for any interference or damage to your own computer system which arises in connection with your use of the Client Portal or any Linked Site (as defined below). We reserve the right to terminate your ability to access the Client Portal if you breach these Terms of Use.

User registration

Only registered users who are Clients of Unity (including any of its subsidiaries, related entities, assignees and successors) may access and use the Client Portal. We may however on occasion, approve registration and access to the Client Portal for individuals who are not Clients of Unity for reasons including but not limited to business development, regulatory, process improvement, audit and technical testing purposes.

Upon registration approval, we will provide you with your personalised Login Information which is to be used to access the Client Portal. We reserve the right to deny or restrict access to the Client Portal at our discretion and without explanation.

Your access rights and obligations

Once you are approved as a registered user of the Client Portal, you will be permitted to access, view, use and download data, financial information such as invoices, documents and files relevant to your investment at any given time. You will also be permitted to upload data, financial information, documents and files for perusal, download and use by Unity in its provision of services to you.

You are responsible for all costs and charges associated with your access to the Client Portal including but not limited to internet and telephone costs and charges.

You must only access the Client Portal for legitimate and lawful purposes, and in accordance with any directions or instructions posted on our Website from time to time. You agree not to manually or electronically alter any document or file provided to you by Unity through the Client Portal for unlawful or fraudulent purposes.

You agree not to upload any documents, images or files that might be considered offensive or discriminatory.

You must keep your Login Information confidential and secure against unauthorised use at all times. Unity will not be held responsible for access to and distribution of your confidential financial or personal information by an unauthorised third party you whom you have given your Login Information.

You must notify Unity immediately if you suspect or become aware that your Login Information has been lost, stolen or misused.

You are responsible for any expenses, loss, damage, costs, demands or liabilities arising from or in connection with the use (including any improper or unauthorised use) of your Login Information except where you have previously notified Unity in accordance with these Term of Use that the security of your Login Information has been breached.

Safe keeping of login information

The confidentiality of your Login Information and account itself are the responsibility of the user. Any activities that occur under a users’ account is their responsibility. You agree to notify Unity immediately of any suspected or actual unauthorized use of your account or any other attempted or actual breach of security. The use of another person’s username and password is expressly prohibited.

You acknowledge that the use of a username and password is an adequate form of security.  You are solely responsible for (1) authorizing, monitoring, controlling access to and maintaining strict confidentiality of your Login Information, (2) not allowing another person to use your Login Information, (3) any changes or damage that may be incurred as a result of your neglect to maintain the strict confidentiality of your Login Information, and (4) promptly informing Unity in writing of any need to deactivate a username due to security concerns or otherwise.

Unity is not liable for any harm related to the misuse or theft of Login Information, disclosure of usernames or passwords, or your authorization to allow another person or entity to access and use the Client Portal using your Login Information. You shall immediately notify us of any unauthorized use of your username or password and any breach of confidentiality. Until we receive this notification from you, you will be held liable for any harm ensuing from the use of your username on the Client Portal.

Security

We use our best efforts to make the Client Portal secure from unauthorized access via the use of industry standard 128-bit encryption on all communications between your device and the Client Portal server. The server operating system and applications software used for the Client Portal are updated and virus-scanned regularly. However, you recognize that no completely secure system for electronic data transfer has yet been devised. 

Accordingly, we make no warranty, express or implied, regarding the efficacy of the security of the Client Portal and shall never be liable for any claimed actual or consequential damages arising from any breach or alleged breach of security of the Client Portal.

The Client Portal may use two-factor authentication (“2FA”) in connection with your accessing your Unity Client account. Should you elect to use 2FA functionality, you shall be responsible for all applicable costs associated with the use of such authentication process, including but not limited to any costs charged by your mobile carrier for SMS. You shall also be solely responsible for the procurement, configuration, operation, performance and security of any hardware or non-Unity software that 2FA requires including, without limitation, any authentication application or device. 

Linked sites

The Client Portal may contain links to other websites (“Linked Sites”). Those links are provided for convenience only and may not remain current or be maintained. We are not responsible for the content or privacy practices associated with Linked Sites. Our links with Linked Sites should not be construed as an endorsement, approval or recommendation by us of the owners or operators of those Linked Sites, or of any information, graphics, materials, products or services referred to or contained on those Linked Sites, unless and to the extent stipulated to the contrary.

Service availability 

We will use its best efforts to provide 24-hour daily availability of the Client Portal. However, we make no representation or warranty that 24-hour service will always be available. You therefore acknowledge that at times, the Client Portal will be unavailable due to scheduled maintenance, service upgrades, or other mechanical or electronic failures. We shall not be responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to the Client Portal. 

We will not be responsible for any problems or technical malfunctions of any telephone or fiber network or lines, computer on-line systems, servers or providers, computer equipment, software, failure of any e-mail to be received by Us on account of technical problems or traffic congestion on the Internet or at any website, or any combination thereof, including any injury or damage to your computer or peripherals related to downloading any materials from the Client Portal.

Authorisation and responsibility

You authorise Us to act on any instructions received by us through the Client Portal, where those instructions are attributable to your Login Information, except where you have previously notified Us in accordance with these Terms of Use that the security of your Login Information has been breached.

You are responsible for any action carried out by Us in accordance with instructions received by it through the Client Portal, including costs incurred, where those actions are attributable to your Login Information, except where you have previously notified Us in accordance with these Terms of Use that the security of your Login Information has been breached.

Warranties

By uploading data or information to the Client Portal via your secure personal account, you warrant that the data or information you upload is accurate, complete and not misleading or deceptive and that furthermore the data or information you have uploaded is free of any viruses, worms or any other form of corruptive code which may cause damage or disruption to the Client Portal, our Website or our business in general.

Disclaimers

Neither we nor any of our affiliates, partners, shareholders, officers, employees or agents accept responsibility for any loss or damage, however caused (including through negligence), which any person may directly or indirectly suffer in connection with or arising from your use of the Client Portal or any Linked Site or your use of or reliance on information contained on or accessed through the Client Portal. To the extent permitted by law, any condition or warranty which would otherwise be implied into these Terms of Use is hereby excluded. You acknowledge that the Client Portal is hosted by a third party and, without limiting the terms of this disclaimer, that neither we nor our affiliates are responsible for the act or omission of any third party.

You agree that the limitations and exclusions set out in these Terms of Use are reasonable having regard to the relevant circumstances and the use you are permitted to make of the Client Portal.

Furthermore, we do not warrant, guarantee or make any representations that your access to the Client Portal will be uninterrupted or free of error nor that data, information or files on the Client Portal will be secure from hackers, or free of viruses, worms or any other form of corruptive code.

We do not accept any responsibility or liability for any expenses, loss, damage, costs, demands or liabilities howsoever caused arising out of or in connection with the actions of hackers or the effects of viruses, worms or any other forms of corruptive code. Furthermore we do not warrant, guarantee or make any representations as to the reliability, accuracy or completeness of the data or information provided to you through the Client Portal.

We do not accept any responsibility or liability arising in any way (including by reason of negligence) for errors or omissions in the data or information provided to you through the client secure portal.

We may restrict, suspend, alter or terminate your access to the Client Portal at any time without cause and without notice to you.

The information contained via and in the Client Portal is provided by us in good faith on an "as is" basis and all users must verify the information before using it. We do not make any representation or warranty that the information contained on the Client Portal is reliable, accurate or complete or that your access to that information will be uninterrupted, timely or secure. We do not accept responsibility for loss suffered as a result of reliance by you upon the accuracy or currency of information contained on this portal. You should make your own enquiries and seek advice before acting or relying on any information or material which is made available to you pursuant to the Client Portal.

Icons, logos, and other proprietary material

The trademarks, logos, and service marks (collectively the “Trademarks") displayed on the Client Portal are registered and common law trademarks belong to Unity International AG (“UIAG”). Nothing contained on the Client Portal should be construed as granting, by implication, or otherwise, any license or right to use any of the Trademarks displayed on the Client Portal without the written permission of the trademark or license holder (as applicable). 

Your use of any of the Trademarks displayed herein or displayed on any content contained in it is strictly prohibited. You should assume that everything you see or read on the Client Portal is copyrighted and is a trade secret and may not be used without our prior written permission except as provided in these Terms and Conditions or as the relevant text on the Client Portal may permit.

No unlawful or prohibited use

You are prohibited from using the Client Portal to damage, disable, or overburden our servers or network or impair the Client Portal or interfere with any other party’s use of the Client Portal.  

Hacking, password mining, or use of any other means to gain unauthorized access to the Client Portal, portal accounts, computers, or network is prohibited. Posting or transmitting any unlawful, threatening, libellous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law is also prohibited. 

Unity will fully cooperate with any law enforcement authorities or court order requesting or directing Unity to disclose the identity of anyone posting any such information and materials. 

Confidential information

As used herein, confidential information (“Confidential Information”) shall mean all trade secrets and other information which Unity or third parties protect against unrestricted disclosure to others which is either labelled Confidential, accessed through the Client Portal pursuant to software downloads or other delivery of Unity Services, or reasonably identifiable as confidential based on the type of information and the manner of its disclosure. 

By using the Client Portal, you hereby agree not to reproduce any Confidential Information which you are provided access to in any form except as authorized at the time of disclosure. Any reproduction of Confidential Information shall remain the property of Unity and/or its original owner and shall contain any and all confidential or proprietary notices or legends that appear on the original. 

You hereby agree (a) to take all reasonable steps (defined below) to keep all Confidential Information confidential; (b) to use Confidential Information solely as authorized at the time of disclosure; (c) not to disclose any Confidential Information to any party without the prior written consent of Unity; and (d) not to cause or permit reverse engineering of any Confidential Information or disassembly of any software programs which are a part of the Confidential Information. You do not acquire any rights in Confidential Information except the limited rights as described above. 

In no event shall you use Confidential Information to create, enhance, modify, rent, lease, loan, sell, distribute or create derivative works based on or in connection with the services being provided to you as our Client in whole or in part. 

Without limiting the foregoing, information provided via the Client Portal regarding the configuration, utilization, availability, location and/or performance of Unity Services or assets deployed as part of, or used by Unity or to enable the delivery of an Unity Service, are Confidential Information of Unity hereunder. Access credentials to the Client Portal issued to a Client and their respective Administrators and Users are also Confidential Information. The availability of the functionality to download or export Confidential Information from the Client Portal is not a waiver of confidentiality hereunder, and the downloaded or exported files of such information shall also be treated as Confidential Information hereunder. 

Reasonable steps means those steps which you would take to protect your own similar Confidential Information, which shall not be less than a reasonable standard of care. 

You shall however not be obligated to treat information as Confidential Information if such information (i) was rightfully in its possession prior to receipt from or disclosure by Unity; (ii) is or becomes public knowledge other than through a breach of confidentiality; (iii) is or was rightfully disclosed to you by a source other than Unity or any party under their respective control; (iv) is independently developed by you without use of the Confidential Information disclosed hereunder; or (v) must be disclosed by you according to mandatory applicable law. 

You are not permitted to access Unity or third-party Confidential Information that you have not explicitly licensed or otherwise been granted a right to use for the intended purpose as set forth in your applicable Business Agreement.

Indemnity 

You fully indemnify Unity (including its affiliates, partners, shareholders, officers, employees and agents) against all actions, claims and demands (including the cost and expenses of defending or settling any action, claim or demand) which may be instituted against us arising out of a failure by you or by any person arising out of or in connection with the use (including any improper or unauthorised use) of the Client Portal or your Login Information.

Copyright 

Copyright in the Client Portal (including text, graphics, logos, icons, sound recordings and software) may be owned or licensed by us. Information procured from a third party may be the subject of copyright owned by that third party. Other than for the purposes of, and subject to the conditions prescribed under, and copyright legislation which applies in your location, and except as expressly authorised by these Terms of Use, you may not in any form or by any means adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of the Client Portal or from any information obtained from the Client Portal; or commercialise any information, products or services obtained from any part of the Client Portal, without our written permission or, in the case of third-party material, from the owner of the copyright in that material.

We retain all rights in all information uploaded to the Client Portal. In consideration of your accepting these Terms of Use, you shall have the non-exclusive and non-transferable right to view such information. You must not email any such information to any person or permit any other person to access your documentation without our permission.

Trademarks

The Unity name, Unity logo and unity slogan ‘Investing.Together.’ are registered ® trademarks™ of UIAG and are used by us under license agreement. The trademark holder is not affiliated with, nor does it endorse our products or services. Use of such registered name and or trademarks by us does not imply any affiliation with or endorsement by such party. The Client Portal may also include other trademarks owned by us (or our licensors). You must not use any of our trademarks in connection with activities, products or services which are not ours; or in a manner which may be confusing, misleading or deceptive; or in a manner that disparages us or our information or services (including this portal). You must also not authorise or assist any person to do any of the acts specified above.

Restricted use/confidentiality

Unless we agree otherwise in writing, you are provided with access to the Client Portal for your use only. Without limiting the foregoing, you may not without our written permission on sell information obtained from this portal to any third party. These obligations of confidentiality do not apply to any information which is already in the public domain, other than through a breach by you of this obligation, or which is required to be disclosed by law or a regulatory body. 

Security of information

Unfortunately, no data transmission over the Internet can be guaranteed as totally secure. Whilst we strive to protect such information, we do not warrant and cannot ensure the security of any information which you transmit to us. Accordingly, any information which you transmit to us is transmitted at your own risk.

Termination of access

In the event a Client is in material breach of these Terms of Use, any Additional Legal Terms or its Business Agreement, we may, at our sole discretion, suspend or terminate your Client Portal account and refuse you any current or future use of the Client Portal. We shall not be liable to any Client or third party for any termination or change to the Client Portal and/or the Portal Materials and Client Portal Services unless provided otherwise in the respective Business Agreement. Otherwise access to the Client Portal may be terminated at any time by us without notice with these Terms of Use nevertheless surviving any such termination.

Governing law

These Terms of Use shall be governed by and construed in accordance with the laws of Switzerland. You agree that any dispute or action at law or in equity arising out of or relating to these terms or any use of the Client Portal shall be commenced only in the courts of Zurich for which you hereby consent and submit to the jurisdiction of such courts for the purposes of any such dispute or action.

Cookies

We may collect general information such as the pages you access, the date and time of your visit, IP address, and the domain name and country from which you access the Client Portal. This includes the use of "cookies". Most browsers can be configured so as not to accept cookies, however this may affect the functionality of the Portal. Please refer to our Cookie Statement for more information https://www.unity.capital/en/cookies/.

Severability

If any provision of these Terms of Use is deemed unlawful, void or for any reason unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining Terms of Use.

Survival

Your confidentiality obligations hereunder shall survive termination of your account(s) on the Client Portal. Upon termination of your Client account, or upon our written request, you must cease use of all Confidential Information and immediately return or destroy all Confidential Information in your possession or control. 

Final provisions 

We accept no liability for any failure to comply with these Terms of Use where such failure is due to circumstance beyond our reasonable control. If we waive any rights available to us under these Terms of Use on one occasion, this does not mean that those rights will automatically be waived on any other occasion. If any of these Terms of Use are held to be invalid, unenforceable or illegal for any reason, the remaining Terms of Use shall nevertheless continue in full force.