Edge Platform Terms of Use

[v2.1 20-June-2022]

 

1. Use of the Edge Platform

These Terms of Use (together with the documents referred to in them) set out the basis on which an authorised user (“you”, your”) you may make use of the Onyx Capital Advisory Limited ("Onyx", "we" or "us") “Edge Services” as defined and further detailed in the Services Schedule to the Master Services Agreement ("MSA”) entered into between you or your employer or one of its affiliates (the “Customer") and Onyx, which are accessed via, though not limited to, https://edge.onyxcapitalgroup.com ("the Edge Platform"). These Terms of Use also govern your use of information, data and other materials provided through the Edge Platform as part of the Edge Services (the “Deliverables").

Please read these Terms of Use of use carefully before you start to use the Edge Platform, together with the MSA, as these will apply to your use of the Edge Platform and the provision of the Edge Services. If you do not agree to these Terms of Use of use, or the terms of the MSA, you must not use the Edge Platform.

We recommend keeping a copy of these Terms of Use and all incorporated terms for reference. They are a legal agreement between you and Onyx and can only be modified with Onyx's consent. We may amend these Terms of Use from time to time. Every time you wish to use the Edge Platform, please check these terms to ensure you understand the terms that apply at that time.

These Terms of Use were most recently updated on 20 April 2021.

 

2. Other Terms that Apply to You

These Terms of Use refer to the following additional terms, which also apply to your use of our Edge Platform and receipt of the Edge Services:

• Privacy policy: https://www.onyxcapitalgroup.com/privacy-policy/
• Cookies policy: https://www.onyxcapitalgroup.com/cookie-policy/

 

3. Information about Onyx

Onyx Capital Advisory Limited is registered in England and Wales with company number 11472304 and has its registered office at Lynton House, 7-12 Tavistock Square, London, United Kingdom, WC1H 9BQ.

We are authorised by the Financial Conduct Authority and our registration number is 822509.

Our VAT number is 336 275 292.

 

4. Trial Period

This section only applies if you have been granted access to the Edge Platform on a limited trial basis, as agreed between us and the Customer (“Trial Period”).

The Edge Services available during the Trial Period shall be administered by us at our discretion and we do not guarantee to provide the full scope of the Edge Services, the availability of the Edge Platform or that the Edge Platform will be error-free during the Trial Period.

Onyx may suspend or terminate your access to the Edge Platform and receipt of the Edge Services during the Trial Period at any time and for any reason at its sole discretion.

 

5. Use of Edge Platform

You agree not to use the Edge Platform:

• in any way that breaches any applicable local, national or international law or regulation;
• in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;
• to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as communicated to you or the Company from time to time;
• to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or
• to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree not to access without authority, interfere with, damage or disrupt:

• any part of the Edge Platform;
• any equipment or network on which the Edge Platform is stored;
• any software used in the provision of the Edge Platform; or
• any equipment or network or software owned or used by any third party.

We do not guarantee that the Edge Platform, or any content on it, will always be available or be uninterrupted and error free (see section 11 below). We may suspend or withdraw or restrict the availability of all or any part of the Edge Platform for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

 

6. Reliance on Deliverables

You assume responsibility for results obtained from any Deliverables produced from the Edge Services and for conclusions drawn from such use. The Deliverables are provided for general information purposes only on an “as is” basis and should not be relied on in any way.

Whilst we will endeavour to keep the Deliverables up-to-date, we cannot and do not guarantee the accuracy of the Deliverables, and we accept no responsibility, and shall have no liability, for any loss or damage which may arise from your use or reliance on the Deliverables.

You may wish to obtain independent professional or specialist advice before taking, or not taking, any action on the basis of the Deliverables or content of the Edge Platform.

If notwithstanding the above you take any action or decision to buy, sell, subscribe for or underwrite any securities, shares or other financial investments, you do so entirely at your own risk and Onyx shall have no liability whatsoever for any loss, damage, costs or expenses incurred or suffered by you as a result.

If you believe any Deliverables to be inaccurate, please let us know by contacting us at the email address set out under section 16 of these Terms of Use of use so that we may review the Deliverables and update them if appropriate.

 

7. Intellectual Property Rights

The Deliverables, including the reports and strategic data, any information, data or other materials made available to you and all designs, text and graphics on the Edge Platform and the selection or arrangement thereof, along with all software and databases forming part of the Edge Platform and/or provided by Onyx (together, the "Materials") are owned by and are confidential to Onyx or its licensors, and are protected by copyright, database rights and other intellectual property rights throughout the world.

You must not reproduce or modify paper or digital copies of any Materials in any way and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

All copyright, database rights and other intellectual property rights in the Materials are and shall remain vested in Onyx or its licensors, and except as expressly provided or granted to you or the Customer by Onyx pursuant to an MSA or otherwise, you or the Customer will not acquire any right, title or interest in or to the Materials and no such rights are or shall be implied.

More generally, by accessing the Edge Platform, you warrant and represent that you have taken all requisite actions and obtained all necessary third party consents and licences to enable you to: (a) receive the benefit of the Edge Services and (b) fulfil your obligations under the MSA.

Where any of the Materials contain or have affixed to them trade marks, trade names, notices or other proprietary marks of Onyx or its licensors, you may not alter, obscure, remove, interfere with or add to any of the said trade marks, trade names, notices or proprietary markings.

You may use the Materials provided within the context of the Edge Services in accordance with the terms of the MSA. If you wish to use such Materials for other purposes, you may only do so if you have first obtained Onyx's prior written consent (which Onyx may withhold in its absolute discretion). You may be held responsible for any infringement of Onyx's intellectual property rights that arise out of or are connected with your granting any unauthorised user access to Deliverables, the Edge Services or other Materials made available on the Edge Platform.

For all other Materials made available on the Edge Platform, you may view such Materials for your own personal and private use provided that they are not altered or changed in any way and are not used, in whole or in part, in any other publication, in whatever medium. Otherwise, the Materials on the Edge Platform may not be downloaded, printed, stored, copied, reproduced, transmitted or otherwise made available on any network or in any other medium, in whole or in part, without the prior written consent of Onyx.

Where the Materials comprise any software, you may not decompile, disassemble or reverse engineer any object code of such software, save to the extent expressly permitted by Section 50B of the Copyright, Designs and Patents Act 1988 (Decompilation incidentally or into a higher level language).

 

8. Third Party Content

The Edge Platform may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and by doing so, you are acting solely at your own risk. Onyx makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not Onyx. We recommend that you refer to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Onyx does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Edge Platform.

 

9. Limitation of Liability

Nothing in these Terms of Use of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Edge Platform or any content on it and the Edge Services, whether express or implied.

Subject to the provisions above, Onyx will not be liable for the following types of loss or damage from claims arising out of or relating to these Terms of Use of use, howsoever caused and whether such claims are based on negligence, breach of contract, strict liability, breach of statutory duty or otherwise:

(a) loss of profits, business, contracts, revenue, goodwill or anticipated savings (whether such loss is direct or indirect, foreseeable or otherwise); or

(b) indirect or consequential loss.

Additional limitations of liability are set out in the MSA.

 

10. Security and Right of Access to the Edge Platform

You are solely responsible for all use of your user name and password to access the Edge Platform, and must ensure they are kept confidential at all times. You may not share the user name and password with or transfer them to any third party, including any other employees of the Customer.

Please notify Onyx immediately if you become aware of any unauthorised use of your login details or any other breach of security regarding access and use of the Edge Platform that becomes known to you.

Access and use of the Edge Platform and the Edge Services are limited to the authorised users and locations as specified in the MSA. You have no independent right to access and use the Edge Platform, and your right to access and use the Edge Platform will cease when your employment with the Customer terminates, or when the Customer terminates its MSA with Onyx. You and the Customer shall be responsible for notifying Onyx of the termination of your employment, and for any unauthorised use of Edge by you after your employment with the Customer ceases.

You must ensure that any remote working or third party software used on your computer systems when accessing the Edge Platform or receiving the Edge Services do not result in a conflict or breach of these Terms of Use. You will be responsible for ensuring that the Edge Platform is compatible with any end-user licence terms that apply to such software.

 

11. Viruses

Onyx does not guarantee that the Edge Platform will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programs and platform in order to access the Edge Platform. You should use your own virus protection software.

You must not misuse the Edge Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Edge Platform, the server on which the Edge Platform is stored or any server, computer or database connected to the Edge Platform. You must not attack the Edge Platform via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. Onyx will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Edge Platform will cease immediately.

 

12. Data Processing

Details on how we may use and process your personal data are set out in our privacy policy and cookies policy which can be found here:

• https://www.onyxcapitalgroup.com/privacy-policy/
• https://www.onyxcapitalgroup.com/cookie-policy/

Please also review the Data Processing schedule of the MSA for further details around how we may process your personal data provided through the Edge Platform and in connection with the Edge Services.

 

13. Termination

Onyx may suspend or terminate your access to the Edge Platform and provision of the Edge Services immediately:

• as a result of any breach by you of these Terms of Use;
• on expiry or termination of the MSA for any reason;
• for business or operational reasons; or
• if, in Onyx’s reasonable opinion you bring Onyx’s reputation into disrepute.

Following termination for any reason you must:

• promptly destroy or (at Onyx’s direction) return all Materials and/ or Deliverables held in your possession to Onyx; and
• comply with the post-termination obligations in the MSA.

 

14. Governing Law and Jurisdiction

These Terms of Use of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by the laws of England and Wales. Both parties agree to the exclusive jurisdiction of the English courts, except that Onyx may pursue injunctive relief or similar to enforce the provisions of these Terms of Use of use in any appropriate forum.

 

15. General

To the extent that you access and use the Edge Platform, you acknowledge that you are bound by the terms of the MSA which has been entered into by yourself or the Customer.

Any legal notices to Onyx must be sent by first class post (receipt requested) or confirmed by e-mail to the address set out under section 16 below.

Failure by Onyx to enforce a right in these Terms of Use or the MSA does not result in a waiver of such right.

If any provision in these Terms of Use of use is deemed to be invalid, illegal or unenforceable, the rest of these Terms of Use of use will remain in full force and effect.

These Terms of Use of use, together with the MSA, website terms, privacy notice and cookie policy, constitute the entire agreement between you and Onyx relating to your use of the Edge Platform, and supersede all other or previous agreements and understandings between you and Onyx.

Onyx may amend these Terms of Use of use at any time by posting such changes on this page of the Platform.

 

16. Contact

Please read the full MSA. These Terms of Use should not be regarded as a substitute for the MSA. If you have any questions, please contact Onyx using any of the details below:

Address:

Onyx Capital Advisory
95 Cromwell Road, Second Floor
London, SW7 4DL
United Kingdom

Telephone: 0203 981 2790
Email address: edge@onyxcapitaladvisory.com

 

[v2.1 20-June-2022]