1 These Terms and your agreement with us
These Terms of Service govern access to and use of the HedgeGuard platform and related services provided by HedgeGuard SAS ("HedgeGuard", "we", "us"). They are intended for organisations acting in a business capacity; the service is not offered to consumers.2 Key terms
- Service — the HedgeGuard portfolio-management platform (including its PMS, OMS, and risk functionality), related APIs and documentation, and any optional services the client subscribes to, such as cloud hosting and the middle-office service.
- Client Data — data the client or its authorised users load into, or generate through, the Service.
- Order Form / SOW — the document that sets out the subscribed modules, usage scope, fees, and term.
3 Right to use the Service
Subject to these Terms and payment of applicable fees, we grant the client a personal, non-exclusive, non-transferable, and non-assignable right to use the Service, for its authorised users, within the scope set out in the Order Form / SOW.
The client must not: reproduce, distribute, sublicense, sell, lease, or make the Service available to third parties except as expressly permitted; translate, adapt, or modify the Service; or reverse-engineer, decompile, or disassemble it, except to the limited extent permitted by applicable law. The client may use and distribute reports, portfolio summaries, and other outputs of the Service in its communications with investors and other third parties.
4 Fees and commercial model
The Service is provided on a subscription and usage basis. Applicable fees — including any implementation fee and recurring fees — are set out in the Order Form / SOW. Fees are exclusive of VAT and other applicable taxes, which the client bears where legally due.
We may revise fees on at least 90 days' notice. If we notify a fee increase, the client may terminate in response, without further liability for future periods, within 30 days of receiving that notice (other than for services already rendered). We may suspend a service for which payment has not been made.
5 Availability, support, and maintenance
We use best efforts to make the Service available and to provide support during working days as set out in the Order Form / SOW. We may carry out scheduled maintenance and will use reasonable efforts to minimise disruption; emergency maintenance may be performed without advance notice where necessary to protect the Service or its security. Any specific service-level commitment applicable to a client is set out in that client's Order Form / SOW.6 Client responsibilities
The client must use the Service in accordance with these Terms, the documentation, and applicable law; ensure it has the right and lawful basis to load Client Data into the Service; and manage its authorised users and their access. The client is responsible for the accuracy, quality, and legality of Client Data and for the decisions it makes using the Service. The Service is a software tool; it does not constitute investment, accounting, tax, or legal advice, and the client remains responsible for meeting its own regulatory, valuation, and reporting obligations.7 Client Data: ownership, roles, and return
As between the parties, the client owns all right, title, and interest in Client Data and in any content, technology, materials, or APIs it creates in connection with its use of the Service ("Client IP"). We obtain no rights in Client Data other than those needed to provide and support the Service, and we use Client Data only for that purpose and as instructed by the client.
To the extent Client Data contains personal data, the client is the controller and HedgeGuard is a processor; that processing is governed by our data-processing agreement and described in our Privacy Policy. Client Data is hosted on EU-only infrastructure (Scaleway — Paris and Amsterdam). Clients can extract their data at any time during the term; after termination we retain it in a limited-function account for 7 days for extraction, then disable the account and delete the data, subject to any legal retention requirement.
8 Confidentiality
Each party must treat the other's confidential information as strictly confidential, use it only to perform under these Terms, and disclose it only to personnel and sub-contractors who need it and are bound by equivalent confidentiality obligations. These obligations do not apply to information that is or becomes public without breach, was lawfully known beforehand, is independently developed, or must be disclosed by law or a competent authority (with prior notice where permitted). Confidentiality obligations continue for five years after the agreement ends; personal information relating to a client's investors or clients remains confidential without time limit.
9 Intellectual property
We (and our licensors) own all right, title, and interest in the Service, including its software, APIs, and documentation, and all intellectual-property rights in them. Except for the right to use the Service granted here, no rights are transferred to the client. Client IP remains the sole property of the client. If the client gives us feedback or suggestions, we may use them without restriction.10 Warranties and disclaimers
We warrant that the Service will conform substantially to its documentation when used in the prescribed operating environment. If it does not, and the client notifies us, we will make reasonable efforts to bring it into conformity. This is a limited warranty and is the only warranty we provide. To the maximum extent permitted by law, we disclaim all other warranties, express or implied. We do not warrant that the Service will operate without error or interruption, or that every error can be corrected.11 Limitation of liability
The client is solely responsible for the results derived from its use of the Service. To the maximum extent permitted by law, neither party is liable for indirect, incidental, or immaterial damages, or for loss of profits, revenue, use, data availability, business, or reputation, whether or not foreseeable.
Where Client Data is lost due to a defect in the Service, our responsibility is limited to reconstituting the lost data from the most recent daily backup carried out by us.
In all cases, each party's total aggregate liability under these Terms is limited to the amount of fees actually paid by the client in the twelve (12) months before the first event giving rise to the claim.
These limitations do not apply to damage to the physical integrity of persons, or to gross negligence (faute lourde) or intentional misconduct (faute dolosive), or to any liability that cannot be limited or excluded by law.