These underlying terms ("General Terms") govern your relationship with Swanest in relation to the use of portfolio tools and information services which may be provided via www.swanest.com or via the mobile application. Some parts of the Service may be subject to specific terms ("Specific Terms"). The Terms will consist out of the General Terms and Specific Terms.
Please read these Terms carefully before using the Service. Your access and use of the Service is conditioned on your acceptance and compliance with these Terms. By accessing or using the Service you agree to be bound by these Terms. If your do not agree to be bound by these Terms, please refrain from using the Service immediately.
1.1 In these General Terms, unless the context otherwise requires, the following expressions have the following meanings:
|"Account"||Means an account required for you to access and use the Services, as detailed in clause 3 (Account).|
|"Documentation"||Means all manuals, instructions, specifications and other documents and materials that Swanest makes available from time to time and which relates to the Services.|
|"Premium Services"||Means the Services to which you subscribe and for which payment will be due in accordance with the Terms.|
|"Service(s)"||Means the portfolio tools and information services to which you have subscribed. The Services may contain Premium Services.|
|"User Content"||Means any and all information, data or other content you input, extract, collect, download or transfer or otherwise make available on the platform underlying the Services.|
2.1 The Services are provided by SYNC Financial Technology Limited, a limited liability company incorporated and existing under the laws of the United Kingdom, with registered office at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ (United Kingdom) and company number 09294992 (hereinafter referred to as 'Swanest').
3.1 The Services may require an Account in order to access them. You may not create an Account if you are under eighteen (18) years of age.
3.2 By using the Service as an individual, you warrant that you are at least 18 years of age and may legally enter into a binding contract with Swanest. Swanest cannot be held responsible for any misrepresentation of your age. You further warrant that you are not prohibited from using the Service under any applicable jurisdiction
3.3 When creating an Account, the information you provide must be accurate and complete. If any of your information changes at a later date, it is your responsibility to ensure that your Account is kept up-to-date.
3.4 It is recommended that you choose a strong password for your Account. Swanest may impose additional password requirements. It is your responsibility to keep your password safe. You must not share or disclose your Account with anyone else. If you believe your Account is being used without your permission, please contact us immediately at email@example.com. You are fully responsible for all activities that occur under your Account. Swanest will not be liable for any unauthorised use of your Account.
3.5 Any personal information provided in your Account will be collected, used, and held in accordance with your rights and Swanest's obligations under the law, as set out in clause 19 (Personal Information).
3.6 If you wish to close your Account, you may do so at any time. Closing your Account will result in the removal of your information. Closing your Account will also remove access to any of the Services.
4.1 Subject to limitations set out in these Terms, Swanest grants you a revocable, non-exclusive and non- transferable limited right to access and use the certain parts of the Services but only for your personal, non- commercial use and not for any use on behalf of any third party.
4.2 Subject to the limitations set out in these Terms, you are entitled to generate, print, copy, upload, download, store and otherwise process all output, displays and content as may result from any access to or use of Service to which you have access and which relate to your investment portfolio(s).
4.3 Unless otherwise set out in these Terms, you undertake and warrant that you shall not:
a) to the extent permitted by the applicable law, (attempt to) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and/or Documentation (as applicable) in any form or media or by any means, save as may be expressly permitted under these Terms, or
b) except to the extent such restriction is prohibited under the applicable law (attempt to) reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or
c) sell, rent, lease, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make use the Services except as expressly permitted under these Terms.
4.4 In addition to the above, you may not, directly or indirectly:
a) bypass or breach any security device or protection used for or contained in the Service; or
b) engage in any activity which interferes with or disrupts the Service (including the performance thereof) and/or third party data contained therein;
c) access, retrieve or index any portion of the Services for purposes of constructing or populating a searchable database of information;
d) reformat, frame or place pop- up windows over any portion of the Services, or otherwise affect the way that the Service (or any portion thereof) is displayed;
f) use the Service to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or store or transmit material in violation of third party privacy rights;
g) use the Service in a way that it would disrupt the normal flow of communications, or otherwise affect the other user's ability to make use of the Services;
h) use the Service to store or transmit code, files, scripts, agents or programs intended to do harm, including any form of malware, for example, viruses, worms, time bombs and Trojan horses;
i) attempt to gain unauthorised access to the Service, its related systems and (electronic communication) networks or permit direct or indirect access to or use of the Service in a way that circumvents a contractual usage limit;
j) copy the Documentation, Service or any part, feature, function or user interface thereof and/or access the Services in order to build a competitive product or service;
k) solicit any user for any investment or other commercial promotional transaction;
l) use the Services in any way to violate any applicable law.
4.5 If you become aware of any breach of this clause 4 (Access, use and restrictions), you shall promptly notify Swanest thereof.
4.6 You accept and acknowledges that Swanest may set up any such practices and/or limits regarding the use of the Services, including the maximum number of days that any uploaded content shall be retained by Swanest and/or the maximum disk space allowed on the platform underlying the Services.
5.1 The Services are regarded as portfolio tools and information services only. You agree that Swanest does not advise you on the merits of particular transactions, investments or their taxation consequences. You acknowledge that through the use of the Services, you will not receive any guidance or advice on legal, tax, accounting or audit matters.
5.2 You will be solely responsible for making your own independent appraisal and investigations into the risk of any transaction (including the underlying currencies involved in such transactions). You represent and warrant that you have sufficient, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any transaction (including the underlying currencies).
5.3 Swanest is not responsible for and does not warranty the suitability of any transaction made in your portfolio(s). Under no circumstances will Swanest be responsible for determining whether or which taxes apply to your transactions. You will be solely responsible for reporting and paying any taxes arising from or related to the transactions listed in your portfolio(s).
5.4 If, at any point in time, Swanest provides any information on pricing, trading recommendations, market commentary, news, updates on particular securities or cryptocurrency coins, in any kind, such information will be incidental. All such information is provided for informational purposes only and is not intended to be advise for trading or investment purposes. Swanest does not warrant the accuracy or completeness of such information. You are solely responsible for determining whether a transaction is appropriate for you and Swanest shall bear no responsibility in such regard.
5.5 The parties may deviate from this clause 5 (Investment Advice) in the Specific Terms.
6.1 In the event that the Services or website would give access to any forum, blog or private message by which discussions may be affected, hereinafter 'User Discussions', you understand and agree that Swanest does not make any representations or warranties in relation to the messages, information or materials posted on or via those User Discussions. Swanest does not review this information and shall not be liable or responsible for the content of the messages, information or materials posted on or via the User Discussions. Notwithstanding the foregoing, Swanest will have the right to remove, delete or edit messages or information which, in its reasonable opinion, violate the terms of these Terms or any specific terms which apply to the User Discussions.
6.2 In the event that you make use of the User Discussions, you agree to the following:
a) You will be solely responsible for your use of the User Discussions and any messages, information and materials provided by you;
b) You shall not advertise or offer to sell goods or services of any kind via the User Discussions;
c) You shall not upload, post, publish or transmit any messages or materials which (i) infringe any intellectual property rights of Swanest or third parties, (ii) are unlawful, abusive, threatening, libellous, defamatory, vulgar, pornographic, sexually explicit or indecent, (iii) contain false or misleading indications of origin or statements of fact, (iv) contain software or any other commercial materials or information, or (v) contain any viruses or other harmful component.
6.3 By uploading, posting, publishing or transmitting any messages, information or materials on or via the User Discussions, you grant Swanest a worldwide, irrevocable, perpetual, transferable and non-exclusive license (with the right to sublicense) to use, modify, copy, display, publicly perform, reproduce or distribute the messages, information or materials.
7.1 Where available within the Services, securities and/or cryptocurrency market data are, unless otherwise set out in the subscription, not real-time and come with a delay of one business day and are provided by various market data providers. These quotes are believed to be correct but Swanest cannot warrant the accuracy, completeness or timeliness of such information and can hence not be liable for any damages resulting from the use of this information. In this respect Swanest advises you to confirm or verify the price of the relevant security and/or cryptocurrency.
8.1 You may not make use of a Premium Service without a valid subscription. In order to subscribe for a Premium Service you will need to register online for such service. Your subscription will not be valid until this is accepted by Swanest.
9.1 Payment for Premium Services must always be made in advance.
9.2 You will be invoiced on a monthly or annual basis depending on the type of subscription plan you have selected when purchasing the Premium Services. Swanest will process your order and send you a payment confirmation. If you are offered a free trial period, you will not be charged with a fee for the Premium Services during that fee trial period.
9.3 At the end of subscription period, your subscription of the Premium Services will automatically renew under the same circumstances unless it is cancelled in accordance with clause 15 (Cancellation__of the Services).
9.4 Payments must be made in full, without any set- off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law).
9.5 Swanest accepts the following methods of payment for its Premium Services:
You must notify Swanest as soon as reasonably possible if any information related to your credit card changes or if your credit card is no longer valid.
9.6 If any payment due is not made on time, Swanest may suspend your access to the respective Premium Service and/or your account.
9.7 If you believe Swanest has charged you an incorrect amount, please contact Swanest at firstname.lastname@example.org as soon as reasonably possible.
10.1 All ownership rights, intellectual property rights and other propriety rights relating to the Services and its underlying platform, and/or Documentation belong to Swanest, third party licensors or is Open Source Software. These Terms do not entail an assignment of any intellectual property right to you.
10.2 To the extent that Swanest would make use of third party software or open source software, you agree that this third party software or open source software will be subject to its own terms and conditions which will be an integral part of these Terms. In relation to those licenses given by third parties or via open source, you cannot obtain more rights than those incorporated in the third party terms or open source license. These terms will prevail over all other conditions in these Terms in respect to these licenses. If and insofar the aforementioned terms would, for any reason not apply, or in the event these terms are declared inapplicable, the provisions of these Terms will apply in full.
10.3 Further, these Terms do not grant you any rights in any trademarks or service marks which remain the exclusive property of Swanest or any third party providers. You may not alter or remove trademarks, service marks, copyright notices or other markings from the Service(s) or its underlying platform.
11.1 User Content on our platform underlying the Services includes (but is not necessarily limited to) investment portfolio data, personal data which is processed in accordance with clause 19 (Personal Data) and User Discussions..
11.2 You retain to have the exclusive ownership of all User Content. You grant all such rights and permissions in or related to User Content as are necessary or useful for Swanest to perform its obligations under these Terms. If You are not a user of Premium Services You also grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty free, fully paid up license, with the right to sublicense, copy, publicity display and distribute the User Content and to sell modify, create derivative works from such User Content.]
11.3 You shall be solely responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of the User Content. You agree, represent and warrant that you have the right to submit the User Content and that all provision or other use of the User Content will not violate clauses 4.4 (Access, use and restrictions) and 11.4 (User Content). To the fullest extent permissible by law, you shall indemnify Swanest for any breach of these warranties.
11.4 Unless otherwise set out in these Terms or agreed between the Parties, you shall not provide any User Content that:
a) is false or misleading;
b) violates any applicable law or regulation, including without limitation, the rules and regulations on securities and exchange of securities, market abuse, anti- money laundry and anti- bribery (especially and including the rules against making false or misleading statements with the intent to manipulate the price of any security or cryptocurrency);
c) refers, explicitly or implicitly to any fund that is (directly or indirectly) managed, advised, sponsored, underwritten, placed, offered or sold by you;
d) involves the transmission of unsolicited mass mailing (i.e. spam) or other forms of solicitation (e.g. advertisement, promotional materials and/or pyramid schemes).
11.5 Unless otherwise set out in the Specific Terms, the Services do not connect to any custodian or other record-keeper for any security or cryptocurrency. Instead you need to either put the related information into the platform underlying the Services manually or upload this via a CVS file. Considering the above, there is no assurance that your portfolio reflect your actual holdings and positions. Swanest does not accept any liability or responsibility in this regard.
12.1 Swanest agrees that the security of your data is of utmost importance. If you have any questions, please contact Swanest at email@example.com. Swanest will take the following security measures into account:
a) Organisation and privacy: to ensure a dedicated focus on the security of your data, we have taken the necessary technical and organisational measures to comply with the GDPR.
b) Application security: Swanest protects its application via different measures to make sure that your data is safe: - Our web and API traffic is entirely encrypted with SLL; - Authentication is decentralised. Tokens are signed with a rolling PKI certificate; - Password stored in the database are hashed with pbkcf2 with an increasing cost factor.
c) In the unlikely event of a data breach and to the extent legally required, we will inform you and the respective authorities as quickly as possible and in any event within 72 hours.
12.2 When providing the Services Swanest shall exercise all reasonable skill and care. Notwithstanding the foregoing you agree that Services could include technical, typographical or photographic errors. Swanest does not warrant that any of the materials use for the provision of the Services are accurate, complete or current.
12.3 Swanest exercises all reasonable skill and care to ensure that its Services are available, secure and free from viruses and other malware. However, to the maximum permitted by the applicable law, Swanest does not warrant that (i) the Services will meet your requirements or (ii) the Services will be uninterrupted, timely, error- free, (iii) any errors in the Services will be corrected or (iv) specific results in relation to your portfolio can be obtained by making use of the Services.
12.4 You are responsible for protecting your hardware, software, data and other material from viruses, malware, and other internet security risks.
13.1 Swanest may provide links to other websites, applications and/or other resources through any of the Services, or the platform underlying the Services. Swanest is not responsible for the availability and/or the content of such websites, applications and/or other resources. In addition, you agree that Swanest will not be responsible or liable for any damages or losses which result from, or are caused by the use or reliance on the content made available trough these websites, applications and/or other resources.
14.1 If you are a consumer in the European Union, you have a legal right to a "cooling off" period within which you can cancel the Premium Services for any reason. This period begins once your registration is accepted by Swanest and you received the confirmation of this registration. The period ends at the end of 14 calendar days after that date.
14.2 If you wish to exercise your right to cancel under this clause 14 (Cancellation of Services), you must inform Swanest of your decision within the cooling off period. You may do so in any way you wish. Cancellation by email or by post is effective from the date on which you send Swanest your message. Please note that the cooling off period lasts for whole calendar days. If, for example, you send Swanest an email or letter by 23:59 on the final day of the cooling off period, your cancellation will be valid and accepted. If you would prefer to contact Swanest directly to cancel, please use the details set out in clause 18.2 (Contacting us).
14.3 Swanest may ask you why you have chosen to cancel and may use any answers you provide to improve its services in the future, however please note that you are under no obligation to provide any details if you do not wish to.
14.4 If you cancel the Premium Services within the cooling off period, Swanest shall reimburse you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the standard delivery offered by Swanest) without undue delay and in any event no later than 14 calendar days after you inform Swanest that you wish to cancel. Refunds will be made using the same payment method you used when ordering the Premium Services.
15.1 Your subscription will automatically be renewed at the end of each subscription period. Swanest may invoice you for this renewal in accordance with these Terms. You can cancel your subscription at any time prior to the end of the subscription period, with the cancellation taking effect at the end of that subscription period.
16.1 Subject to clause 16.3 (Liability), Swanest will not be liable to you, whether in contract or tort (including negligence) for indirect or consequential damages such as any loss of profit, damages for loss of use, data or profits, damages resulting from a delay or inability to use the Services or for any damages that may occur as a result of your use of the platform and/or the Services, even if Swanest has been notified in any manner of the possibility of such a damages.
16.2 Subject to clause 16.3 (Liability), Swanest total liability to you for all other losses arising out of or in connection with any contract between you and Swanest, whether in contract, tort be limited to the higher of seventy five GBP (GBP 75) or hundred (100%) percent of the total sums paid by you for the relevant Premium Services during the 12 months prior to the event which gave rise to the losses.
16.3 Nothing in these Terms seeks to limit or exclude Swanest it's liability for death or personal injury caused by Swanest's negligence (including that of Swanest's employees, agents or sub-contractors), for fraud or fraudulent misrepresentation or for any other matter in respect of which liability cannot be excluded or restricted by law.
17.1 Swanest will not be liable for any failure or delay in performing its obligations where that failure or delay results from any cause that is beyond its reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action by third parties, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, governmental action, epidemic or other natural disaster, or any other event that is beyond Swanest's reasonable control ("Force Majeure Event")
17.2 If a Force Majeure Events occurs that is likely to adversely affect Swanest's performance of any of its obligations under these Terms:
a) Swanest will inform you as soon as is reasonably possible;
b) Swanest's obligations under these Terms will be suspended and any time limits will be extended accordingly;
c) Swanest will inform you when the event outside of its control is over and provide details of any new dates, times or availability of Services as necessary;
17.3 If the event outside of Swanest's control continues for more than thirty (30) calendar days Swanest may cancel the affected Services and inform you of the cancellation. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible and in any event no later than 14 calendar days after the date on which Swanest informs you of the cancellation.
17.4 If an event outside of Swanest's control occurs and continues for more than thirty (30) calendar days and you wish to cancel the affected Services as a result, you may do so in any way you wish. If you would prefer to contact Swanest directly to cancel, please use the details set out in clause 18.2 (Contacting us). Any refunds due to you as a result of such cancellation will be paid to you as soon as is reasonably possible and in any event no later than 14 calendar days after the date on which you inform Swanest that you wish to cancel.
18.1 For matters relating the Paid Services or cancellations, please contact Swanest by telephone at +44 20 3445 5292, by email at firstname.lastname@example.org, or by post at SYNC Financial Technology Limited, 71-75 Shelton Street, London, United Kingdom.
18.2 Swanest welcomes your feedback and whilst Swanest always uses all reasonable endeavours to ensure that your experience as a customer is a positive one, Swanest nevertheless wants to hear from you if you have any cause for complaint.
18.3 If you want to give Swanest feedback on any aspect of your dealings with Swanest or for general questions or complaints, please contact Swanest in one of the following ways:
19.1 All personal information that Swanest may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation ("GDPR") and your rights under the GDPR.
20.1 Uploading, posting and/or transferring software, technology and other technical data may be subject to the export laws of the European Union, United Kingdom and/or other countries. By making use of our Services you agree to comply with all applicable export laws and regulations. In this regard you represent and warrant that:
a) you are not on the list of prohibited individuals which may be identified on any government export exclusion report, nor be a member of any government which may be part of an export-prohibited country identified in the applicable export laws and regulations;
b) you will not transfer any software, technology or any other technical data through the use of our Services to any export- prohibited country;
c) you will not use the Services for any military, nuclear, missile, chemical or biological weaponry end uses that would be in violation of any export laws; and
d) you will not post, transfer nor upload any software, technology or any other technical data which would be in violation of any applicable export laws and regulation.
21.1 If any provision of these Terms are held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to give effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable.
21.2 No failure or delay by Swanest in exercising any of Swanest's rights under these Terms means that Swanest has waived that right, and no waiver by Swanest of a breach of any provision of these Terms means that Swanest will waive any subsequent breach of the same or any other provision.
21.3 In the event of a conflict between the provision of the General Terms and the Specific Terms, the latter shall prevail over the former.
21.4 Swanest may transfer (assign) its rights and obligations under these Terms to a third party. If this occurs, you will be informed in writing. Your rights under these Terms will not be affected and Swanest's obligations under these Terms will be transferred to the third party who will remain bound by them. You may not transfer (assign) your obligations and rights under these Terms without Swanest's express written permission.
21.5 Swanest is entitled to use subcontractors for the performance of its obligations under these Terms, provided that such subcontracting shall not diminish Swanest's liability under these Terms.
21.6 The Terms are agreed upon between you and Swanest. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms.
21.7 Using the Services and/or sending mails to Swanest constitutes electronic communications. You consent to receiving such communications.
21.8 All provisions of the Terms which are expressly marked to survive the termination or expiration of the Terms, as well as all provisions of the Terms which aim to enforce or execute the Terms after the termination or expiration of the Terms, including without use restrictions and limitations of liability shall survive the Terms and remain in full force.
22.1 These Terms, and the relationship between you and Swanest (whether contractual or otherwise) shall be governed by, and construed in accordance with the laws of England and Wales.
22.2 Any dispute, controversy, proceedings or claim between you and Swanest relating to these Terms, or the relationship between you and Swanest (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.
22.3 If you are a consumer, you will benefit from any mandatory provisions of the law in your country of residence. Nothing in clause 22.1 or 22.2 (Law and jurisdiction) takes away or reduces your rights as a consumer to rely on those provisions.
23.1 Swanest may revise these Terms from time to time in response to changes in relevant laws and other regulatory requirements or to add or modify certain Services. If Swanest changes these Terms as they relate to you, Swanest will give you reasonable advance notice of the changes and provide details of how to terminate if you are not happy with them.