These terms and conditions (“Terms”) constitute a binding agreement that governs your use of the ASSIsT service (the "Service") as the legal entity receiving the Service as a registered user (“the Company”). Use of the Service includes registering to use ASSIsT. We recommend that you print a copy of these Terms for future reference. If you are using the Service as a representative of the Company, you represent and attest that you have the authority to accept these Terms on behalf of the Company. References to "you" in these Terms also refer to the Company. We reserve the right to change these Terms at any time. Such changes will be effective when posted. By continuing to use the Service after we post any such changes, you agree to accept the Terms as modified.
The Service is made available to You free of charge by DTCC ITP (UK) Limited (company number 04007732), a private limited company incorporated in England and Wales and authorised and regulated by the Financial Conduct Authority (registration no. 4007732), whose registered office is at Broadgate Quarter, One Snowden Street, London EC2A 2DQ, together with affiliated DTCC ITP entities under the ultimate ownership of The Depository Trust and Clearing Corporation ("DTCC ITP", "Our", "Us", "We"). DTCC itself does not provide the service, each of these affiliates is a separate legal entity, subject to the laws and regulations of the country or countries in which such entity operates. In registering for ASSIsT, You hereby consent to DTCC ITP:
By registering to use the Service, you hereby acknowledge and agree that DTCC ITP is permitted to perform the following actions relating to the Company:
- creating an acronym for the Company in DTCC ITP ALERT ("ALERT"), DTCC ITP's global database of standing settlement instructions ("SSIs"), for use in connection with ASSIsT (the "Acronym");
- adding the Company's SSIs that the Company provides to DTCC ITP, to ALERT and linking such SSIs to the access code/ account/ fund ("Account") nominated by the Company within ALERT associated with the Acronym; and
- granting permission (in accordance with the Company’s written instructions provided to DTCC ITP pursuant to the Service) to brokers to access the Acronym for their use in connection with ALERT.
By registering to use the Service, you agree to perform the following obligations:
- to only send DTCC ITP the Company's SSIs, and to provide the SSIs in the format in which they are provided to the Company by the Company’s custodians and/ or prime brokers;
- to provide to DTCC ITP, in a timely manner and via the ASSIsT e-mail, details of any changes to the Company’s Accounts and SSIs as such changes occur, and
- to participate in any telephone call backs that DTCC ITP may determine are necessary in order to validate the SSIs provided by the Company. If DTCC ITP contacts the Company by telephone to validate the Company’s SSIs, the telephone call may be recorded and stored in a location outside of the United Kingdom, including the United States and the Philippines. The recording may be made available to the brokers to whom the Company has granted permission to access the Acronym, or to regulators or law enforcement personnel. If the Company declines to be recorded on the call, DTCC ITP will be unable to validate those SSIs and those SSIs will be unavailable for use in ALERT.
In addition, you understand and acknowledge that the Company will not be granted direct access to ALERT as a user of the Service.
CONFIDENTIALITY AND SECURITY
DTCC ITP will treat non-public information received by the Company that are necessary for DTCC ITP to provide the Service, including, but not limited to, the Company’s SSIs, as confidential information ("Confidential Information") in accordance with these Terms. DTCC ITP will only use the Confidential Information for the purposes of providing the Service. DTCC ITP will take commercially reasonable measures to prevent any unauthorized access to or use of Confidential Information. DTCC ITP will only disclose Confidential Information: (a) pursuant to any law, regulation, stock exchange rule or the order of any governmental or regulatory authority exercising applicable jurisdiction over DTCC ITP, or in compliance with legal process; (b) to prosecute or defend any action or proceeding to which DTCC ITP may be a party; or (c) to the brokers to whom the Company have granted permission to access the Acronym.
By registering to use the Service, the Company consents to its name being included in the ALERT community list available to other users of ALERT.
LIMITATION OF LIABILITY
Nothing in these Terms excludes or limits DTCC ITP’s liability arising from gross negligence, fraud or fraudulent misrepresentation that cannot be excluded or limited by English law.
DTCC ITP and its affiliates shall not be liable to the Company for any inaccuracies, errors or omissions, regardless of cause, in providing the Service or performing any other obligations pursuant to the Terms provided hereunder or for any damages (whether direct or indirect) resulting therefrom. Without limiting the foregoing, none of DTCC ITP or its affiliates shall have any liability whatsoever to the Company, whether in contract (including under an indemnity), in tort (including negligence), under a warranty, under statute or otherwise, in respect of any loss or damage suffered by the Company arising under or in connection with use of the Service.
Either party may terminate these Terms and the Service at any time by providing the other party no less than thirty (30) days written notice before the date of termination.
In the case of the DTCC ITP, such notice shall be provided to:
with a copy to:
In the case of the Company, such notice shall be provided to the current email address on file.
These Terms, the subject matter and the formation of this agreement (and any non-contractual disputes or claims) are governed by English law. The Company and DTCC ITP both agree to the exclusive jurisdiction of the courts of England and Wales.
BY CLICKING THE “ACCEPT” BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE AGREED TO THESE TERMS IN CONNECTION WITH THE SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST DISCONTINUE THE REGISTRATION PROCESS AND MUST NOT CLICK THE "ACCEPT" BUTTON.