Terms of Use

1. Definitions

• “Account” means a registered account on the Platform, held by an individual User acting on behalf of a Firm.
• “Administrator” means the read-only oversight role that a Purchaser Firm may invite to a single Fund Launch or Share Class Switch, as described on the Platform.
• “Confidential Information” has the meaning given in Section 9.
• “Firm” means a legal entity that has registered, or been invited to register, an Account, acting as an Issuer, a Purchaser, or both in respect of different Fund Launches.
• “Firm Admin, Primary User and Invitee” means the account roles within a Firm described in Section 3.2.
• “Fund Launch” means a day-one fund or share class launch recorded on the Platform.
• “Issuer” means the Firm launching a fund or share class and recording its details on the Platform.
• “Marks” means the trademarks, service marks, trade names, logos and branding of O.G.B. Systems, including the name “O.G.B. Systems” and the tagline “Day One Service”, whether registered or unregistered.
• “Order or Summary Report” means the record submitted by a Purchaser on the Platform, summarising the details of a commitment already agreed between the Issuer and the Purchaser off-platform.
• “Purchaser” means the Firm subscribing for, or holding, an interest in a fund recorded on the Platform.
• “Share Class Switch” means a request to move an existing holding to a new share class, recorded on the Platform.
• “Transfer Agent and Fund Manager” means the further per-launch oversight roles described in Section 3.2.
• “User” means an individual who has been issued login credentials to access the Platform on behalf of a Firm.
• “User Content” means any data, document, record, message or other material submitted, uploaded or entered into the Platform by a Firm or User.

2. Nature of the service: what the Platform is, and is not

2.1 The Platform is a record-keeping, document-storage and submission channel only. O.G.B. Systems does not execute, arrange, match, negotiate or settle any trade, subscription, redemption, switch or other transaction in securities or fund interests, and does not operate a trading venue, multilateral trading facility, order book, or any facility for bringing together buying and selling interests in investments.

2.2 Every commitment, order, Summary Report, Share Class Switch or other transaction referenced on the Platform is agreed exclusively between the relevant Firms off-platform, using their own channels, and is executed, matched and settled entirely outside the Platform, typically through the Purchaser’s own custodian, transfer agent or order management system. O.G.B. Systems is not a party to, and takes no part in, that agreement, its execution, its matching, or its settlement.

2.3 Nothing on the Platform constitutes, and nothing on the Platform should be relied upon as, investment advice, a personal recommendation, an offer, a solicitation, or an inducement to buy, sell, subscribe for, redeem or otherwise deal in any investment, fund, share class or other financial instrument.

2.4 O.G.B. Systems is not authorised or regulated by the UK Financial Conduct Authority, is not registered with the US Securities and Exchange Commission, FINRA, or any other US federal or state regulator, is not authorised under MiFID II or any equivalent EU or EEA regime, and does not hold client money, act as custodian, transfer agent, broker-dealer, or investment manager in any jurisdiction. Each Firm is solely responsible for ensuring that its own use of the Platform, and every transaction it records on it, complies with all laws, regulations, licensing and authorisation requirements applicable to that Firm.

2.5 References on the Platform to the record being “secure” or “encrypted” describe the technical and organisational measures O.G.B. Systems uses to protect data in transit and at rest, together with access controls and audit logging. They are not a representation that communications on the Platform are protected by end-to-end encryption inaccessible to O.G.B. Systems. O.G.B. Systems may access data on the Platform as reasonably necessary to operate, maintain or secure the Platform, to provide support, or to comply with a legal or regulatory obligation or a valid request from a competent authority.

2.6 A document shown on the Platform as “Stored” or similar has been received and held by the Platform. That status confirms storage only. It is not, and must not be read as, confirmation by O.G.B. Systems that the document is accurate, authentic, complete, up to date, or fit for any regulatory or other purpose. See further Section 5.

3. Eligibility, Firms and Accounts

3.1 Who may use the Platform

• (a) Access is by invitation or approved Request Access application only. A Firm must complete the Platform’s Request Access process, or be invited by an Issuer or Purchaser already using the Platform, before an Account is created.
• (b) You must be at least 18 years old, have full legal capacity, and have the authority of your Firm to accept these Terms and to act for that Firm on the Platform.
• (c) You and your Firm must not be located in, organised in, or ordinarily resident in a country or territory subject to comprehensive sanctions under UK, EU, US or UN law, and must not appear on any sanctions, denied-party or debarment list maintained by HM Treasury, OFAC, the EU or the UN. O.G.B. Systems may decline, suspend or terminate access to give effect to this clause.

3.2 Firm roles

Each Firm’s Account is structured around the following roles, as further described on the Platform:

• Firm Admin: manages the Firm’s team, including inviting and removing Primary Users, promoting or demoting Firm Admins, and removing Invitees, in addition to full day-to-day use of the Platform.
• Primary User: full day-to-day use of the Platform for the Firm, including inviting Invitees up to the Firm’s plan allowance.
• Invitee: day-to-day use of the Platform for the Firm’s own launches, sponsored by a Primary User, without the ability to invite others.
• Transfer Agent, Administrator and Fund Manager: further oversight roles invited on a per-launch basis with the read or read/write access described on the Platform. These are not separate Firm-wide roles and do not carry Firm Admin, Primary User or Invitee rights.

3.3 A Firm is responsible for the acts and omissions of every individual it registers, invites or otherwise permits to hold an Account on its behalf, as if they were the Firm’s own acts, including any User Content that individual submits and any transaction record that individual creates or confirms.

3.4 A Firm must promptly remove or request removal of any individual who is no longer authorised to act for it. O.G.B. Systems is not responsible for verifying, on an ongoing basis, that an individual holding an Account remains authorised by their Firm.

3.5 Information supplied at registration, including on the Request Access form, must be accurate and kept up to date. Where a Firm supplies a Legal Entity Identifier, O.G.B. Systems may check it against GLEIF’s public LEI register as a due diligence aid; that check is not, and is not represented as, a verification of the Firm’s identity, standing or authority, and O.G.B. Systems accepts no responsibility for its accuracy or completeness.

4. Account security

4.1 You are responsible for keeping your login credentials, passphrase and two-factor authentication method confidential and secure, and for every action taken using your Account, whether or not authorised by you.

4.2 You must notify O.G.B. Systems immediately at support@ogbsystems.com if you suspect or become aware of unauthorised access to, or use of, your Account or credentials.

4.3 O.G.B. Systems is not liable for any loss or damage arising from unauthorised use of an Account resulting from a User’s or Firm’s failure to keep credentials secure, save to the extent that loss arises from O.G.B. Systems’ own breach of these Terms or negligence.

5. User Content and accuracy of information

5.1 Each Firm is solely responsible for the accuracy, completeness, lawfulness and currency of all User Content it or its Users submit, including fund details, identifiers, dealing terms, documents, Orders, Summary Reports and Share Class Switch requests.

5.2 O.G.B. Systems does not review, verify, authenticate, endorse or take any responsibility for the content of User Content. Any status shown against a document (such as “Stored”) confirms receipt and storage only, as described in Section 2.6.

5.3 Each Firm warrants that it holds all rights, licences and consents necessary to upload, submit and share its User Content with other Firms and Users on the Platform as the Platform’s permissioning is designed to allow, and that doing so does not infringe any third party’s rights or breach any duty of confidentiality owed to a third party.

5.4 Each Firm grants O.G.B. Systems a non-exclusive, worldwide licence to host, store, reproduce, transmit and display its User Content solely as necessary to provide, maintain and support the Platform, including displaying it to other Firms and Users to whom the Platform’s permissioning grants access.

5.5 The five-stage progress indicator, order archive, audit timeline and similar features reflect the status of records within the Platform. They do not confirm, and must not be relied upon as confirming, that any transaction has actually been executed or settled off-platform; that confirmation rests with the relevant Firms and their own custodians, transfer agents or systems.

6. Acceptable use

You and your Firm must use the Platform only for legitimate day-one fund launch, share class switch, and related record-keeping and submission activity in the ordinary course of institutional business. Without limiting Section 2, you must not, and must not permit any User to:

• access or attempt to access another Firm’s data, documents or Account, or any part of the Platform not made available to you;
• use the Platform to conduct, arrange, match or settle a transaction in a manner that would require O.G.B. Systems to hold a regulatory authorisation it does not hold;
• submit false, misleading or fraudulent information, documents or records, or misrepresent your identity or authority to act for a Firm;
• use the Platform for money laundering, terrorist financing, sanctions evasion, market abuse or any other unlawful purpose;
• probe, scan, interfere with, or attempt to gain unauthorised access to the Platform or its underlying systems, or introduce malware or other harmful code;
• scrape, crawl, harvest or extract data from the Platform other than through the interfaces and access O.G.B. Systems provides for that purpose;
• reverse engineer, decompile or disassemble the Platform, or attempt to derive its source code, except to the extent this restriction is prohibited by applicable law;
• resell, sublicense, rent, lease or white-label the Platform, or make it available to any third party outside your own Firm, without O.G.B. Systems’ prior written consent;
• use the Platform, or any data obtained from it, to build or assist in building a competing product or service; or
• remove, obscure or alter any proprietary notice on the Platform.

6.1 O.G.B. Systems may investigate suspected breaches of this Section and may cooperate with, and disclose relevant information to, law enforcement, regulators, or other competent authorities in connection with such an investigation.

7. Fees, billing and subscription

7.1 Access to the Platform is sold on the tier and terms separately agreed and confirmed between O.G.B. Systems and the Firm (including by acceptance of a quote), and is invoiced and payable in accordance with the payment terms on that invoice.

7.2 Fees are stated exclusive of VAT and any other applicable sales, use or similar tax, which the Firm is responsible for in addition to the stated fee where applicable.

7.3 Except as required by law or expressly agreed in writing, fees are non-refundable, including where a Firm’s subscription is suspended or terminated for breach of these Terms.

7.4 If an invoice is not paid when due, O.G.B. Systems may, after reasonable notice, restrict the Firm’s Account to read-only access to its existing records, or suspend access entirely, until payment is made. Existing records are not deleted for non-payment.

7.5 O.G.B. Systems may change its fees for a future subscription term on reasonable prior notice; a change does not apply retrospectively to a period already invoiced.

8. Intellectual property and trademarks

8.1 The Platform, its software, design, visual identity and underlying technology, and all Marks, are owned by or licensed to O.G.B. Systems Ltd and its licensors. Nothing in these Terms transfers any intellectual property right in the Platform or the Marks to any Firm or User.

8.2 “O.G.B. Systems”, the O.G.B. Systems logo, and “Day One Service” are trademarks of O.G.B. Systems Ltd, whether or not registered, in the United Kingdom, the European Union, the United States, and other jurisdictions. To the extent any such registration is pending or has not yet been filed, O.G.B. Systems relies on and asserts its rights under applicable common law and passing-off protection. No statement on the Platform or in these Terms represents that a particular registration has been granted.

8.3 Subject to these Terms and payment of any applicable fees, O.G.B. Systems grants each Firm a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence for its Users to access and use the Platform for the Firm’s own internal business purposes during the subscription term.

8.4 No Firm or User may use any Mark, or any name or logo confusingly similar to a Mark, in any way, including in a domain name, company name, trading name, social media handle or marketing material, without O.G.B. Systems’ prior written consent.

8.5 If a Firm or User provides feedback, suggestions or ideas about the Platform, O.G.B. Systems may use them for any purpose without restriction, attribution or compensation.

8.6 To report suspected infringement of O.G.B. Systems’ intellectual property, or a Firm’s or User’s own intellectual property on the Platform, contact support@ogbsystems.com.

9. Confidentiality

9.1 “Confidential Information” means all non-public information disclosed by one party to another through or in connection with the Platform, including fund details, dealing terms, documents, pricing, commitment amounts, and the existence and content of discussions between Firms, but excluding information that is or becomes publicly available other than through breach of these Terms, was already known to the recipient without an obligation of confidence, or is independently developed without reference to the disclosing party’s Confidential Information.

9.2 Each Firm and User must keep Confidential Information disclosed to it, whether by O.G.B. Systems or by another Firm through the Platform’s permissioning, confidential, and must use it only for the purposes for which the Platform makes it available, namely the relevant Fund Launch or Share Class Switch.

9.3 A party may disclose Confidential Information where required by law, regulation, or a competent court or authority, giving the other party notice first where lawful and practicable to do so.

9.4 O.G.B. Systems will not disclose one Firm’s Confidential Information to another Firm except as the Platform’s own permissioning is designed to do (for example, sharing fund records with a Firm the Issuer has invited), or as required by law.

10. Data protection

10.1 Each party will comply with applicable data protection law in connection with personal data processed through the Platform, including the UK GDPR and the Data Protection Act 2018 and, where applicable, the EU GDPR and other applicable data protection or privacy law.

10.2 O.G.B. Systems acts as controller of Account and billing-related personal data for its own administrative purposes. Personal data contained within a Firm’s User Content remains controlled by the relevant Firm or Firms, and O.G.B. Systems processes it as a service provider strictly to host, store, and operate the Platform, on the terms of the Platform’s Privacy Policy and, where the parties agree one is needed, a data processing agreement.

10.3 Further detail on what personal data O.G.B. Systems collects and how it is used is set out in the Privacy Policy at ogbsystems.com/privacy, which forms part of these Terms.

10.4 The Platform’s hosting and storage infrastructure may process data outside the country in which a Firm is based. Where personal data is transferred internationally, O.G.B. Systems will use appropriate safeguards required by applicable law.

11. Third-party services

The Platform relies on and integrates third-party services, including payment and billing infrastructure, cloud hosting and storage, email delivery, and LEI lookup against GLEIF’s public register. O.G.B. Systems is not responsible for the acts, omissions, availability, security or terms of a third-party service, and a Firm’s or User’s interaction with such a service directly (for example, a hosted Stripe invoice page) is governed by that provider’s own terms.

12. Disclaimers

12.1 The Platform is provided “as is” and “as available”. To the fullest extent permitted by law, O.G.B. Systems excludes all warranties, whether express or implied, including as to merchantability, fitness for a particular purpose, non-infringement, accuracy, or that the Platform will be uninterrupted, timely, secure or error-free.

12.2 O.G.B. Systems does not warrant that the Platform, or a Firm’s use of it, satisfies any regulatory requirement applicable to that Firm. Each Firm remains solely responsible for its own regulatory compliance, as set out in Section 2.

13. Limitation of liability

13.1 Nothing in these Terms excludes or limits either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

13.2 Subject to Section 13.1, O.G.B. Systems is not liable, whether in contract, tort (including negligence), or otherwise, for any loss of profits, revenue, business, anticipated savings or goodwill, or for any indirect or consequential loss, arising out of or in connection with the Platform or these Terms.

13.3 Subject to Sections 13.1 and 13.2, O.G.B. Systems’ total aggregate liability arising out of or in connection with the Platform or these Terms, however arising, is limited to the total fees paid by the relevant Firm to O.G.B. Systems in the twelve months immediately preceding the event giving rise to the claim.

13.4 O.G.B. Systems is not liable for any loss arising from a Firm’s own commercial or investment decisions, from the accuracy of User Content, or from the execution, matching or settlement of any transaction, all of which take place off-platform as described in Section 2.

14. Indemnity

Each Firm agrees to indemnify and hold O.G.B. Systems harmless against all claims, damages, liabilities, costs and reasonable expenses (including legal fees) arising from: (a) that Firm’s or its Users’ breach of these Terms; (b) User Content submitted by that Firm or its Users; (c) that Firm’s or its Users’ violation of applicable law or the rights of a third party; or (d) a dispute between that Firm and another Firm arising from a transaction referenced on the Platform.

15. Suspension and termination

15.1 O.G.B. Systems may suspend or restrict an Account for breach of these Terms, non-payment, suspected fraud or illegal activity, a security risk, or as required by law or a regulator or competent authority, giving notice where reasonably practicable.

15.2 A Firm’s subscription may be terminated by either party in accordance with the order or quote under which it was agreed. These Terms otherwise remain in effect for as long as a Firm holds an active Account.

15.3 On termination, access to create new records ceases, but existing records are retained consistent with the Platform’s design as a permanent archive and O.G.B. Systems’ record-keeping obligations. Sections 2, 8, 9, 10, 12, 13, 14, 16, 19 and this Section 15.3 survive termination.

16. Sanctions, anti-money laundering and export control

16.1 Each Firm represents and warrants that it is not, and is not owned or controlled by, a person or entity subject to sanctions administered by OFAC, HM Treasury, the EU, the UN, or any other applicable authority, and that it will not use the Platform in violation of any sanctions, export control or anti-money laundering law.

16.2 O.G.B. Systems does not perform, and is not responsible for performing, know-your-customer, know-your-business, anti-money-laundering or counter-terrorist-financing checks on any Firm, User or transaction. Each Firm remains solely responsible for its own such obligations, including in respect of its counterparties.

17. Force majeure

O.G.B. Systems is not liable for any delay or failure to perform its obligations caused by matters reasonably beyond its control, including outages of internet, telecommunications or hosting infrastructure, failure of a third-party service, acts of God, war, pandemic, governmental action, or similar events.

18. Changes to these Terms

O.G.B. Systems may update these Terms from time to time. Where a change is material, O.G.B. Systems will give notice by email or in-Platform notice at least 30 days before it takes effect, except where a change is required for legal, regulatory or security reasons, in which case it may take effect immediately. Continued use of the Platform after a change takes effect constitutes acceptance of the updated Terms.

19. Governing law and jurisdiction

19.1 These Terms, and any dispute or claim arising out of or in connection with them or the Platform, including non-contractual disputes or claims, are governed by the laws of England and Wales.

19.2 The courts of England and Wales have exclusive jurisdiction over any such dispute or claim, save that O.G.B. Systems may seek injunctive or other equivalent urgent relief in any court of competent jurisdiction to protect its Marks, Confidential Information or other intellectual property.

20. General

20.1 These Terms, together with the Privacy Policy and any order or quote agreed between the parties, form the entire agreement between O.G.B. Systems and a Firm regarding the Platform, and supersede all prior discussions and agreements on that subject.

20.2 If any provision of these Terms is found unenforceable, the remaining provisions continue in full force, and the unenforceable provision will be treated as amended to the minimum extent necessary to make it enforceable.

20.3 A failure to enforce a provision of these Terms is not a waiver of the right to enforce it later.

20.4 O.G.B. Systems may assign or transfer these Terms, in whole or in part, including in connection with a merger, acquisition or sale of assets. A Firm may not assign or transfer these Terms without O.G.B. Systems’ prior written consent.

20.5 Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between O.G.B. Systems and any Firm or User.

20.6 A person who is not a party to these Terms has no right to enforce them under the Contracts (Rights of Third Parties) Act 1999, except that O.G.B. Systems’ licensors may enforce the provisions of Section 8 protecting their intellectual property.

20.7 Notices under these Terms must be sent to support@ogbsystems.com (for notices to O.G.B. Systems) or to the primary contact email held on a Firm’s Account (for notices to that Firm).

21. Contact

Questions about these Terms, general product support and access requests: support@ogbsystems.com. Billing and invoicing: finance@ogbsystems.com.

O.G.B. Systems does not execute, arrange, match or settle trades.