Terms of Use
THESE TERMS OF USE SET OUT WHAT YOU CAN AND CANNOT DO WHEN USING OUR PLATFORM
PLEASE READ THE CAREFULLY BEFORE USING THE PLATFORM
Who we are
FundAdminChain Limited, is a limited company incorporated in England. Our registered office is at 6th Floor 140 London Wall, London, United Kingdom, EC2Y 5DN and our company number is 11845957. When we refer to “FAC”, “we”, “us” or “our” in these terms of use, (“Terms of Use”), we are referring to FundAdminChain Limited.
We own and operate a digital platform, known as Tocan, (“Platform”) which can be accessed via a web-based application and which facilitates digital services supporting fund management and administration.
To contact us, please email us at: help@tocan.io
About these Terms of Use
These Terms of Use set out the terms and conditions under which you may access or use the services made available on the Platform.
Within the Platform, there are distinct environments hosted by FAC (“Portals”), through which the Portal owner (the “Landlord”) will invite various parties to access a dedicated area within the Portal. The area
accessed will depend on the role in which you are accessing the Portal – with access to an Investor Portal, a Fund Administrator Portal and/or a Fund Manager Portal.
By using, registering or logging in to use the Platform, you confirm that you accept, and agree to abide by these Terms of Use. If you do not agree to these Terms of Use, you must not use our Platform.
Who these Terms of Use apply to
These Terms of Use apply to all users of the Platform,(“Authorised Users”).
Authorised Users include our customers, their affiliated entities and employees and any individual who has been invited by a Landlord or other authorised party to access the Platform and a relevant Portal.
This will include, but is not limited to you as:
• an employee of any of the above;
• an employee of a fund manager, fund administrator or associate who has been appointed by a Landlord within their Portal;
• an employee of an investment entity who has been invited to access a Portal by the Landlord, fund manager or fund administrator; or
• a potential investor who has been invited to access a Portal by the Landlord, fund manager or fund administrator.
Any individual accessing the Platform and relevant Portal must be 18 years or above. You are not permitted to use our Platform if you are below this age.
There are other terms that may apply to you
• These Terms of Use supplement all other documents, policies and terms governing your use of the Platform, for example: .Our Privacy Policy, which details how we may use your personal data.
• Our Cookie Policy, which sets out information about the cookies on our Platform.
Use of the Platform and Portals are not mandatory. We have created the Platform to improve the flow and availability of investor information in relation to the fund/asset management sector. These Terms of Use
apply only to your use of the Platform and Portal. They do not create any contract between us and you relating to the offering of, or investment in, any funds product or service which will be covered by separate terms and conditions. FAC will have no responsibility or involvement in agreeing any terms relating to the offering of, or investment in, any funds products or services.
We may make changes to our Platform
We may update and change our Platform from time to time to reflect changes to our products and services, our users’ needs and our business priorities. We will give you reasonable notice of any major changes.
We may suspend or withdraw our Platform
Our Platform and Portals are made available to you pursuant to these Terms of Use, free of charge.
We do not guarantee that our Platform, any Portals or any content in them will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Platform or a
Portal for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
We may transfer this agreement to someone else
We may transfer our rights and obligations under these Terms of Use to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your contractual rights.
Your Obligations
1. You must keep your account details safe
You shall keep your password secure for use of the Platform and not permit any third party entity (or representative of such entity) to use the account which is created to access the Platform.
If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at help@tocan.io
2. Network Connections
You are solely responsible for procuring and maintaining your network connections and
telecommunications links from your systems to the Platform and we are not liable for any delays, delivery failures and any other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
You are responsible for configuring your information technology, computer programmes and platform to
access the Platform and related Portal(s). You should use your own virus protection software.
Additionally, you acknowledge that the Platform and the Portal may be accessible worldwide, but this does not mean all elements are available in your country or that user-generated content available via the Platform or relevant part of the Portal is legal or available in your country. Access to the Platform or the Portal (or
certain features therein) may be blocked by FAC or foreign governments.
3. How you may use the Platform and Portal(s)
You must not access or use the Platform or Portal(s): :
• In breach of these Terms of Use
• 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;
• for the purpose of harming or attempting to harm others, or for the purposes of promoting the same;
• to send, knowingly receive, upload, download, use or re-use any material which does not, or
encourages others to not, comply with these Terms of Use;
• to encourage other users to use violence or commit illegal or criminal acts;
• to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam) or distribute malware or any items of a destructive or deceptive nature;
• to falsify any protocol or email header information (e.g. “spoofing”);
• to collect user content or otherwise search or scrape the Website using automated means (such as harvesting bots, robots or scrapers) without our permission;
• 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 or circumvent our security or authentication measures;
• for the collection, storage or processing of any personal data, unless you have received prior
consent from the individual whose personal data is being used. No special category personal data may be collected;
• for any high risk use where failure or fault of the Services could lead to death or serious bodily injury of any person, or to severe financial, physical or environmental damage;
You may not solicit your account details or access any account that belongs to another user, or undertake any related actions that violate the privacy or publicity rights of another user.
You agree not to:
• use meta tags, hidden text or metadata with our trademark, logo, URL or product name without our written consent;
• upload large amounts of unwanted or repetitive user content, post unsolicited commercial messages in comments, captions or tags, or try to artificially boost views or comments;
• sell or transfer your account details to any other person for compensation;
• reproduce, duplicate, copy or re-sell any part of our Platform or Portal in contravention of the
provisions of any agreement you have with us;
• execute load, stress, performance, penetration or vulnerability tests;
• access without permission, or interfere with, damage or disrupt any part of the Platform or Portal, equipment or network from which our services operate, software used within the Platform or Portal or equipment or network or software owned or used by any third party;
• knowingly introduce any material that is malicious or technologically harmful;
• attack our Platform via a denial-of-service attack or a distributed denial-of service attack;
• attempt to gain unauthorised access to the Platform or Portal(s), or any system, server, cloud system, computer or database connected to the Platform or Portal(s).
4. Information on the Platform
The content on the Platform is provided for general information only to enable individuals to access the relevant Portal(s). We do not intend any content we have made available on the Platform to amount to
advice or information on which you should rely. We are not responsible for any content made available within the relevant Portal (by the Landlord or any third party on behalf of the Landlord).
Where the Platform or any Portal contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the content of those
sites or resources. We are not responsible for any transmission received from any linked website. Such links are provided to assist users of The Platform and Portals. Please note that the terms of use and privacy policy of linked websites may differ from these Terms of Use and our Privacy Policy. We encourage users to read the terms of use and the privacy policy of such third party websites.
The Platform may include information and materials uploaded by other users which have not been verified
or approved by us. The views expressed by other users on the Platform or related Portal do not represent our views.
5. No text or data mining, or web scraping
You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to our Platform, any Portal or any services provided via, or in relation to, our Platform. This includes using (or
permitting, authorising or attempting the use of):
• Any “robot”, “bot”, “spider”, “scraper” or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Platform or any data, content, information or services accessed via the same.
• Any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.
This clause shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.
6. Portal Tenants
Where a user is accessing as an employee of the Landlord or any fund manager/fund
administrator/associate/investor, the user may have access to one or more Portals within the Platform. You agree that the data available in one Portal (or any part thereof) can be used within the relevant Portal (or
part of thereof) and, with your permission, could be shared with other Landlords or Portals.
Our Obligations
1. Platform Availability
The Platform (and the Portals within) are provided on an ‘as is’ basis. We make no guarantees or warranties regarding the performance of the Platform or Portals and all implied warranties and conditions are excluded to the fullest extent permitted by law.
In particular:
• We do not guarantee that the Platform or Portal, or any content on it, will always be available or be uninterrupted. The performance of the Platform is variable; it might run slowly from time to time.
• We do not guarantee that the Platform will be secure or free from bugs or viruses. You are
responsible for configuring your information technology, computer programmes and platform to access the Platform. You should use your own virus protection software.
Some users will be registered as an “administrator” for the relevant Landlord’s Portal they represent (and may have this role in several Portals). Any user registered in this role will be able to terminate accounts within a particular Portal. This shall only remove access to the Portal and shall not serve to delete or remove the applicable data from the wider Platform. FAC has no liability for any termination or suspension of accounts by an administrator.
2. We are not responsible for websites we link to
Where our Platform contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
We have no control over the content of those sites or resources.
3. Liability
Your use of the Platform and each Portal is entirely at your own risk. To the fullest extent permitted by law we will not be liable for any loss or damage, however caused (including through negligence), which any
person or entity may directly or indirectly suffer in connection with or arising from your use of this Platform or a Portal within the Platform or any linked content or your use of or reliance on information contained on
or accessed through the Platform.
Intellectual Property
We are the owner or the licensee of all intellectual property rights in our Platform (including in relation to text, graphics, logos, icons, sound recordings, software and source code). You shall not acquire in any way
any rights of ownership in such or intellectual property rights. Your right to use such intellectual property is
limited to the extent that such use arises automatically in the use of the Platform in accordance with these Terms of Use.
You retain all of your ownership rights in the content you upload to the Platform through a Portal or any feedback you provide us with in respect of the Platform or relevant Portal, but we are entitled to access and use the information you provide to us through the Platform in order to provide our services or comply with our obligations under these Terms of Use. You hereby grant us a royalty-free, non-transferable, non-exclusive, worldwide license for us to use, disclose, modify, copy and other otherwise utilise such content to
the extent necessary to for us to comply with our obligations under these Terms of Use, to maintain a functioning Platform and related Portals or to enhance features or fix bugs within the Platform and related
Portals.
You agree that you will not attempt to reverse engineer, decompile, modify, translate, or disassemble the software used in the Platform or any Portal in whole or in part.
The Platform and Portals contain data and information, which are protected by trademark, patent and/or
copyright laws. No part of Platform or a Portal may be published, distributed, extracted, re-utilised, or
reproduced in any material form (including photocopying or storing it in any medium by electronic means and whether or not transiently or incidentally to some other use of this publication) except in accordance with separately agreed permissions or as permitted by the Copyright Designs and Patents Act 1988 or the Copyright and Rights in Databases Regulations 1997, as applicable.
We reserve the right at any time at our discretion to withdraw or modify the licences we grant for use of our content.
Data (including personal data)
1. Uploading Data
You are solely responsible for the quality and accuracy of any data and/or content that you upload to the Platform or a Portal. As part of your use of the Platform, you may submit or make available certain content,
information and data and you are responsible for any such information uploaded. You assume all risks associated with any data uploaded, including anyone’s reliance on its quality, accuracy, reliability,
appropriateness, or any disclosure that makes you or anyone else personally identifiable. You represent
and warrant that you own or have the necessary rights, consents, and permissions to use and authorise the use of such data as described herein. You may not imply that data uploaded by you are in any way
sponsored or endorsed by us.
You shall not create a false identity or submit inaccurate, false or misleading information.
You must not upload any material that could:
• incite a terrorist offence, solicit any person to participate in terrorist activities, provide instruction on any method or technique for committing a terrorist offence or threaten to commit a terrorist offence.
• defame any person;
• discriminate against any person based on race, sex, religion, nationality, disability, sexual orientation or age;
• infringe the intellectual property rights of any person;
• copy any person, or misrepresent the identity or affiliation of any person with any other person;
• deceive, or be likely to deceive, any person;
• breach any legal duty owed to a third party (such as a contractual duty or a duty of confidence);
• promote illegal activity;
• threaten, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
• give the impression that it emanates from or is approved or endorsed by us if this is not the case;
or
• advocate, promote or assist any unlawful act (such as copyright infringement or computer misuse).
When uploading any user content and when placing tags on any images, you will be required to provide us
with information about that content to enable other users to access it. You therefore must:
• provide true, accurate and complete information; and
• confirm that the relevant user content is not in breach of any laws both in the UK and the country in which the user content was uploaded.
Failure to comply with the above obligations could result in your account being suspended, disabled or otherwise terminated and the relevant content removed, confiscated and disclosed along with your account details.
2. Any user content that relates to comments must be accurate, genuinely held and compliant with applicable laws in the UK and in any country from which they are posted.
3. Personal Data
Where we are provided with personal data, this will be held centrally within the Platform and we shall have overall responsibility for the control of and access to such personal data. We will only use your personal
data as a controller, as set out in our Privacy Policy.
Where personal data is made available to other users within the relevant Portal(s), their use of personal data will be in line with these Terms of Use as well as any separate terms between you and the other users and any privacy policy they may have.
Breach of these Terms of Use
When we consider that a breach of these Terms of Use has occurred, we may take such action as we deem appropriate.
Failure to comply with any provision of these Terms of Use constitutes a material breach of contract and may result in:
• an immediate, temporary or permanent withdrawal of your right to use the Platform and/or relevant Portal, including termination of your account.
• An immediate or permanent removal of any posting or material uploaded by you to the Platform and/or relevant Portal.
• us issuing a warning to you.
• commencement of legal action against you for reimbursement of all costs on an indemnity basis
(including, but not limited to, reasonable administrative and legal costs) resulting from your breach of these Terms of Use This means you will be responsible for any loss or damage we suffer as a result of your breach of these Terms of Use.
• disclosure of such information to HMRC or law enforcement authorities as we reasonably feel is necessary or as required by law.
We exclude our liability for all action we may take in response to breaches of these Terms of Use. The actions we may take are not limited to those described above, and we may take any other action we
reasonably deem appropriate.
Applicable law and courts
Our Platform may be accessible worldwide, but this does not mean all elements are available in your country or that user-generated content available via the Platform is legal or available in your country. Access to the
Platform or Portal(s) (or certain Platform features) in certain countries may be blocked by us or foreign governments. It is your responsibility to make sure your use of the Platform and Portal(s) is legal or available
where you use them.
These Terms of Use, their subject matter and their formation (and any non-contractual disputes or claims)
are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
We both agreed to exclude all third party rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms of Use.
Changes to these Terms of Use
We may amend and update these Terms of Use from time to time and you are encouraged to check these Terms of Use regularly to ensure you understand the terms that apply at that time. Where there is a material change to the Terms of Use (including any of your obligations) we will notify you of such changes through the Platform. These Terms of Use were last updated on 04/03/2024 and replace all other Terms of Use previously applicable.