Terms of Service

1. Service

Amrachi provides portfolio-supervision workflow software designed to help customers identify situations requiring review, organise accountable reviews, document decisions and follow-up, and maintain supervision evidence (“Service”). Available functionality is determined by the applicable Order Form and the functionality made available in the Service.

The Service does not execute trades, manage assets, act as custodian, provide investment advice, determine suitability or appropriateness, or make investment decisions on behalf of the customer or its users.

2. Customer responsibility

The customer remains responsible for investment decisions, professional judgments, client communications and regulatory obligations, including deciding whether and how information presented through the Service should result in review, escalation, communication, portfolio action or no action.

Amrachi may organise, prioritise or present information to support workflows. This does not constitute an investment recommendation, regulatory determination or guarantee of compliance.

3. Users and access

The customer determines authorised users and is responsible for maintaining appropriate access rights and protecting credentials. Suspected unauthorised access under the customer’s control must be reported without undue delay.

4. Customer Data

“Customer Data” means data submitted by or for the customer and customer-specific records generated through use of the Service. The customer retains its rights in Customer Data and grants Amrachi the rights necessary to host, process, transmit, secure and otherwise use Customer Data solely as required to provide, maintain and protect the Service and perform the Agreement.

The customer is responsible for ensuring that it may lawfully provide Customer Data to Amrachi. Customer Personal Data is governed by the DPA.

5. Third-party and market information

The Service may use customer-supplied information or third-party market/data sources. Such information may contain delays, interruptions, inaccuracies or omissions outside Amrachi’s reasonable control. The customer remains responsible for reviewing information relevant to professional decisions.

6. No regulatory or investment outcome guarantee

The Service supports supervision, governance, documentation and evidentiary processes. Amrachi does not represent or warrant that use of the Service by itself satisfies a particular legal, regulatory, supervisory, audit or record-keeping requirement applicable to the customer.

7. Pilot, beta and Early Access

Functionality identified as pilot, beta, preview or Early Access may evolve. Roadmap items and planned functionality are not contractual commitments unless expressly included in an Order Form. Core paid Pilot functionality expressly agreed in an Order Form will not be materially removed during the Pilot without reasonable notice.

8. Fees and payment

Fees are specified in the Order Form. Unless the Order Form states otherwise, paid Pilot invoices are payable within 15 days. Other subscriptions may use a different term stated in the Order Form. Fees are exclusive of taxes lawfully chargeable by Amrachi.

9. Confidentiality

Each Party must protect non-public information of the other Party that is identified as confidential or reasonably should be understood as confidential, use it only for the Agreement and disclose it only to persons who need access and are bound by appropriate confidentiality obligations. Standard exclusions apply to information lawfully known, independently developed, publicly available without breach or lawfully received from another source.

10. Intellectual property

Amrachi and its licensors retain all rights in the Service, software, technology, documentation and related intellectual property. The customer retains its rights in Customer Data and may retain and use exports of Customer Data and supervision evidence for legitimate business, legal, regulatory, audit and record-keeping purposes.

11. Security and data protection

Amrachi maintains technical and organisational measures appropriate to the nature and risks of processing. Customer Personal Data is governed by the DPA. Public Security or Trust pages are informational and do not create additional contractual commitments unless expressly incorporated.

12. Availability and support

Amrachi uses commercially reasonable efforts to provide the Service. The Service may be temporarily unavailable for maintenance, security actions, infrastructure failures, third-party dependencies or circumstances outside reasonable control. No contractual uptime percentage applies unless expressly stated in an Order Form or SLA.

13. Suspension

Amrachi may suspend affected access where reasonably necessary to address a material security threat, unlawful or abusive use, material breach, overdue undisputed Fees after reasonable notice, or a binding legal requirement. Where reasonably practicable, suspension will be limited to the scope and duration necessary.

14. Term and termination

The Agreement continues for the term specified in the Order Form. Either Party may terminate for material breach not cured within 30 days after written notice unless incapable of cure, and may terminate immediately where continued performance would be unlawful or the other Party becomes insolvent. Additional Pilot rights may be stated in the Order Form.

15. Data export and exit

The customer may use generally available export functionality during the term. Following termination or expiry, the customer may request a reasonable export of Customer Data and available supervision evidence during the exit period stated in the Order Form, through available functionality or another reasonable secure delivery method.

After the applicable exit period, Amrachi may delete Customer Data in accordance with the DPA and applicable retention and backup procedures, except where retention is required by law or agreed with the customer. Ending an individual user account does not necessarily delete historical supervision evidence relating to that user’s prior actions.

16. Warranties

Each Party represents that it has authority to enter into the Agreement. Amrachi provides the Service with reasonable professional care. Except as expressly stated and to the extent permitted by law, Amrachi gives no additional warranty of uninterrupted operation, absence of all errors or achievement of any investment, regulatory or business outcome.

17. Liability

To the maximum extent permitted by applicable law, each Party’s aggregate liability arising out of or in connection with the Agreement, other than the categories below, will not exceed the amount stated in the applicable Order Form or, where the Order Form does not state an amount, the Fees paid or payable by the customer under the Agreement during the 12 months preceding the event giving rise to the claim.

Liability arising from breach of confidentiality obligations or obligations concerning Customer Personal Data is subject to any separate, higher cap stated in the applicable Order Form.

To the maximum extent permitted by law, neither Party is liable for indirect or consequential loss, loss of anticipated profit, loss of anticipated savings or loss of business opportunity. Nothing excludes or limits liability to the extent it cannot lawfully be excluded or limited, including liability for wilful misconduct or gross negligence.

18. Force majeure

Neither Party is liable for delay or failure, other than payment obligations, to the extent caused by circumstances beyond its reasonable control, provided reasonable mitigation steps are taken.

19. Changes

Amrachi may develop and modify the Service over time. Material changes to these Terms affecting an ongoing paid fixed term will not apply retroactively unless required by law or agreed by the Parties.

20. Successor entity

The Amrachi business may be transferred to a Swiss legal entity established to continue the business. Subject to applicable law and contractual rights, the Agreement may be transferred to such successor if it assumes the applicable obligations and the customer is appropriately notified or consents where required.

21. Governing law and jurisdiction

The Agreement is governed by Swiss substantive law, excluding conflict-of-law rules. The courts of Geneva, Switzerland have exclusive jurisdiction, subject to mandatory jurisdiction under applicable law.

22. Entire agreement and precedence

The Agreement consists of the Order Form and documents expressly incorporated by reference. The order above applies unless the Order Form expressly provides otherwise.

• Order Form.
• DPA for matters concerning Customer Personal Data.
• These Terms.
• Other documents expressly incorporated by reference.