Castle Hall – The Due Diligence Company

December 2019

Thank you for visiting the websites of Entreprise Castle Hall Alternatives, Inc (including castlehalldiligence.com, esgdiligence.com and cybersecuritydiligence.com) (together or separately the “Castle Hall Site”). Entreprise Castle Hall Alternatives, Inc. and its affiliates shall be referred to as “Castle Hall”.

IMPORTANT – CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THE CASTLE HALL SITE TERMS OF SERVICE (THE “TOS”) WHICH GOVERN THE USE OF THE CASTLE HALL SITE, INCLUDING INFORMATION MADE AVAILABLE THROUGH THE CASTLE HALL PROPRIETARY ONLINE SOFTWARE PLATFORM (“DILIGENCEHUB” OR THE “PLATFORM”) ACCESSED VIA CASTLEHALLDILIGENCE.COM.

BY ACCESSING THE CASTLE HALL SITE, CREATING AN ACCOUNT TO USE THE PLATFORM, OR BY CLICKING “I ACCEPT,” “CREATE”, OR PROCEEDING WITH THE USE OF THE PLATFORM OR THE CASTLE HALL SITE, YOU AS AN AUTHORIZED REPRESENTATIVE OF YOUR COMPANY ON WHOSE BEHALF YOU USE THE CASTLE HALL SITE (“YOU” OR “YOUR”) ARE INDICATING THAT YOU HAVE READ, UNDERSTOOD AND ACCEPT THIS AGREEMENT WITH ENTREPRISE CASTLE HALL ALTERNATIVES, INC. (“CASTLE HALL “WE,” “US,” OR “OUR”), AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. BROWSERS ACCESSING THE CASTLE HALL SITE SHALL BE DEFINED AS “USERS”. YOU ARE DEEMED A USER OF THE CASTLE HALL SITE.

PLEASE BE ADVISED CASTLE HALL DOES NOT PROVIDE WARRANTIES FOR THE CASTLE HALL SITE OR PLATFORM AND THIS AGREEMENT LIMITS OUR LIABILITY TO YOU. PLEASE SEE SECTIONS 22 AND 23 FOR FURTHER INFORMATION.

IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE CASTLE HALL SITE OR PLATFORM. THE EFFECTIVE DATE OF THIS AGREEMENT SHALL BE THE DATE THAT YOU ACCEPT THIS AGREEMENT.

CHANGES

For changes to these TOS that we deem material, we will place a notice on www.castlehalldiligence.com and/or esgdiligence.com and cybersecuritydiligence.com. Your access, link to, or use of the Castle Hall Site, or any service on the Castle Hall Site, after the posting of modifications to the TOS will constitute YOUR ACCEPTANCE OF THE MODIFIED TOS. If, at any time, you do not wish to accept the TOS, you may not access, link to, or use the Castle Hall Site. Any terms and conditions proposed by you which are in addition to or which conflict with the TOS are expressly rejected by Castle Hall and shall be of no force or effect.

By registering with and using the Castle Hall Site, you acknowledge that you have read and agree to all terms, conditions contained or referenced in this TOS.

1. THE CASTLE HALL SITE IS FOR INVESTMENT INDUSTRY PROFESSIONALS:

Castle Hall reports and services are designed for institutional investment industry participants including, but not limited to, pension funds, superannuation funds, sovereign wealth funds, fund managers, hedge funds, general partners, limited partners, fund-of-funds, investment consultants, financial advisors, governance professionals, private banks, investment banks, endowments & foundations, auditors, administrators, legal firms, information technology consultants, compliance consultants and third-party marketing organizations (together “Investment Industry Professionals”). All data and content is specifically directed at the aforementioned groups and not designed or intended in any way for retail or other personal investors. A “Manager” is an investment adviser, fund manager, sub-adviser or other such similar entity that is involved in the advice or management of capital in any way.

2. PUBLIC ACCESS TO THIS SITE IS FOR INFORMATION AND EDUCATION ONLY:

The public Castle Hall Site is designed to serve as an informational and educational source on due diligence of Managers by professional and fiduciary bodies. This Information is intended for informational, educational and research purposes only.

3. CASTLE HALL DOES NOT PROVIDE INVESTMENT ADVICE OR OTHER FINANCIAL SERVICES:

CASTLE HALL DOES NOT PROVIDE INVESTMENT ADVICE NOR GIVE RECOMMENDATIONS ON THE SUITABILITY OF A MANAGER OR THEIR RESPECTIVE INVESTMENT FUNDS AND WILL REFUSE TO DO SO IF ASKED.  INFORMATION ON THE CASTLE HALL SITE SHOULD IN NO CIRCUMSTANCES BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION TO BUY ANY SECURITY INCLUDING ANY INTEREST IN ANY INVESTMENT FUND REFERRED TO ON THE CASTLE HALL SITE.

4. USERS SHOULD CHECK THEIR OWN COUNTRY’S RULES:

The information provided on Castle Hall Site is not intended for use by, or distribution to, any person or entity in any jurisdiction or country where such use or distribution would be contrary to law or regulation. Users who are not established in the province of Quebec, Canada should carefully consider the local regulations in their applicable jurisdictions.

5. CASTLE HALL DOES NOT PROVIDE LEGAL TAX OR OTHER PROFESSIONAL ADVICE:

Nothing on the Castle Hall Site constitutes any form of tax, legal or other professional advice. If you seeking such advice please contact an appropriately qualified third party. Castle Hall does not recommend such parties.

6. CASTLE HALL IS NOT A BROKER DEALER:

Whilst information can be exchanged via the Castle Hall Site, Castle Hall is not engaged in brokerage or fee taking activities from such an engagement between Users of the Castle Hall Site. Castle Hall Site Users must provide consent before being open to connections or contact from other Users. 

7. CASTLE HALL DOES NOT ASSUME ANY RESPONSIBILITY FOR INFORMATION ON THIS SITE:

Castle Hall assumes no responsibility or liability for any investment or redemption decisions made by Users of the Castle Hall Site. Castle Hall strongly recommends seeking appropriate investment advice before making any investment decision. As noted below Castle Hall shall not be held liable for investment decisions made based on content provided through the Castle Hall Site and as a User of the Castle Hall Site you expressly and unequivocally agree to this condition of use. Where we include performance related data Users acknowledge that Past performance does not indicate or guarantee similar results in the future.

8. CASTLE HALL DOES NOT VERIFY ALL INFORMATION FROM THIRD PARTIES: 

As stated in our Privacy Policy, Castle Hall may also collect the following information in the lawful course of our business from the following sources:

• Media and news feeds, regulatory filings, financial exchange data or other public materials;
• Governmental agencies and non-government credentialing or professional organizations;
• The United States and other international court and judicial systems;
• Anti-money laundering authorities and watchlist and blacklist organisations;
• Publicly accessible political donation information repositories;
• Company employer website as well as personal website or other websites where you are mentioned;
• Social media profiles;
• Conference or other event organizers’ websites;
• The internet; and
• Other sources of Information to the extent permitted by applicable law and reasonably necessary for the performance of our business obligations, compliance with laws applicable to our business or pursuit of our legitimate business interests.

This content on the Castle Hall Site is intended for informational, research and educational purposes only. Such data and information has been obtained from sources believed to be reliable including the sources detailed above. 

Some data may be verified to third party sources; however, Castle Hall cannot and does not guarantee accuracy, completeness or comprehensiveness of the Castle Hall Site and does not warrant fitness for purpose of the User’s requirements. Castle Hall relies on the self-reporting of investment managers (“Managers”) and Castle Hall does not independently verify all data and does not warrant data accuracy. Users expressly acknowledge this lack of warranty.

9. MANAGERS MAY PROVIDE DATA:

Data provided on the Castle Hall Site can be provided or originated by Managers. Where Managers provide data that is clearly marked for use under an information exchange utilising the Castle Hall Site they freely provide Castle Hall with irrevocable consent for Castle Hall to utilise such data. 

10. USERS MAY ACCESS DATA ON MANAGERS:

Castle Hall reserves the right to implement functionality to the Castle Hall Site that allows Managers to check and validate such data as might have been gathered using the sources in Clause 8 above.  In providing such validations Managers are making express and implied warranties as to the validity of such data.

11. SOME PARTS OF THE CASTLE HALL SITE ARE FOR REGISTERED USERS ONLY: 

To access certain parts of this site (including data supplied by Managers) Users will be required to register (becoming a “Registered User”). Each Registered User will be required to register with Castle Hall prior to receiving a username and password to access the restricted parts of the Castle Hall Site. A Registered User must be an Investment Industry Professional as defined above.

Once registration is verified, the Registered User will receive a username and password granting access to the Castle Hall Site. By registering with Castle Hall, the Registered User agrees and warrants that all information provided is accurate and complete. Registered users are exclusively responsible for the security of their username and password. The Registered User hereby agrees to keep its user name and password strictly confidential and notify Castle Hall immediately if this information is no longer secure or is obtained by others.

Castle Hall reserves the right without liability or interference to grant or deny access to the Castle Hall Site to any User or Registered User and modify or delete such access at any time for any reason in its absolute discretion without notice or liability.

12. USERS AQUIRE NO LICENSES OR RIGHTS:

Users do not acquire any licenses or rights to materials referred to or contained on the Castle Hall Site other than the limited right and license to utilize the Castle Hall Site accordance with the TOS. Should you choose to download content from the Castle Hall Site, you must do so in accordance with the TOS. Such download is licensed to you by Castle Hall ONLY for your own personal, non-commercial use in accordance with the TOS and does not transfer any other rights to you. All licenses are non-transferable and cannot be delegated or otherwise used to create a sub-license.

13. INTELLECTUAL PROPERTY RIGHTS:

These Terms of Use and Service do not transfer any right, title or interest in any intellectual property right to the other, except as expressly set forth in this Agreement. CASTLE HALL owns all rights, title and interest in and to the Castle Hall Site, Platform, and Application, and any and all modifications, enhancements and updates thereto. There are no implied rights. Castle Hall reserves all rights not expressly granted herein. If You provide Castle Hall with feedback on Your use of the Castle Hall Site, the Platform and/or Application or if Castle Hall receives any information reported automatically (including without limitation click data) through the use of the Castle Hall Site, Platform and/or Application, You freely grant Castle Hall all rights in the feedback and Castle Hall may use Your feedback without any obligation to You whatsover.

14. CASTLE HALL RESERVES THE RIGHT TO CHARGE FEES:

CASTLE HALL reserves the right at any time to charge fees for access to portions of the Castle Hall site and in particular parts of the site that require Registration. This includes, but is not limited to Castle Hall’s diligence and analytics services.

15. CREDIT CARD FEES:

Any fees are due and payable in advance, unless otherwise expressly and mutually agreed to by You and Castle Hall in writing. When You purchase any due diligence work product or due diligence service (the “Services”), You expressly agree that Castle Hall is permitted to bill you the applicable fees, any applicable tax and any other charges you may incur with Castle Hall in connection with such purchases, and You hereby authorize Castle Hall to charge the fees to the credit card You provide in accordance with the billing terms in effect at the time a fee or charge is due and payable. All fees are non-refundable and non-cancellable.  If payment is not received or cannot be charged to You for any reason in advance Castle Hall reserves the right to suspend or terminate your access to the Castle Hall’s Services, and/or terminate this Agreement.

16. USERS AGREE TO THE RESTRICTIONS ON THEIR USE OF THE CASTLE HALL SITE:

• The Castle Hall Site is for Investment Industry Professionals only.
• The User hereby agrees not to use the Castle Hall Site or Services in any way that is unlawful or prohibited by these terms and conditions.
• Users warrant and undertake that they shall not use, transfer, distribute or dispose of any information on the Castle Hall Site in any manner that could compete or otherwise interfere with the business of Castle Hall.
• Users agree that the Castle Hall Site is solely for the professional use and not for resale or external distribution for any reason. Unauthorized commercial uses of the Castle Hall Site, or the resale of Castle Hall’s Services, are expressly prohibited.
• Users shall be entitled to Print content from part of the Castle Hall site – provided that such printing retains copyright.
• No further use of use such materials including reproduction, modification, distribution, transmission, republication, display, or performance, the production or derivative or recompiled materials shall be permitted without the express written permission of Castle Hall. Users are not permitted to use information to compile or contribute to the compilation of any other databases.
• Users are not permitted in any way to provide data from the Castle Hall site to media sites without the express written permission of Castle Hall.

17. USERS AGREE TO THE RESTRICTIONS ON THEIR CONDUCT ON CASTLE HALL SITE:

The following conduct is not permitted and subject to Castle Hall’s absolute discretion can result in permanent and immediate exclusion from the Castle Hall site without any liability for Castle Hall. Such conduct includes but it not limited to:

• Conduct that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortuous, obscene, vulgar, offensive, pornographic, profane, indecent, or contains explicit or graphic descriptions or accounts of sexual acts is expressly prohibited; or
• Conduct that discriminates, victimizes, harasses, degrades, or intimidates an individual or group of individuals is expressly prohibited.

18. WHERE DATA CAN BE UPLOADED TO THE CASTLE HALL SITE STRICT RESTRICTIONS APPLY:

The User hereby agrees not to upload, post or distribute any content through the Castle Hall Site that:

• restricts or inhibits any other user from using the Castle Hall Site;
• is unlawful, threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, invasive of another’s privacy, tortuous, obscene, vulgar, offensive, pornographic, profane, indecent, or contains explicit or graphic descriptions or accounts of sexual acts;
• discriminates, victimizes, harasses, degrades, or intimidates an individual or group of individuals;
• attempts to gain unauthorized access to the Castle Hall Site, network, server or other systems related to the Castle Hall Site;
• constitutes unauthorized or unsolicited advertising, junk or “spam” e-mail, chain letters, pyramid schemes, any other form of unauthorized solicitation, any form of lottery or gambling or any information, software or other material of a commercial nature;
• contains viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer;
• collects or stores personal data about other Users;
• violates, plagiarizes or infringes the rights of third parties including, without limitation, copyrights, trademark, patent, rights of privacy or publicity or any other proprietary right;
• constitutes or contains false or misleading indications of origin or statements of fact; or
• violates or encourages conduct that would violate any other applicable laws or regulation or give rise to civil liability.

Castle Hall reserves the right at all times to edit, refuse to post or remove any information or materials, in whole or in part, that in Castle Hall’s sole discretion are objectionable or in violation of this TOS.

19. CASTLE HALL DOES NOT VALIDATE EXTERNAL WEBSITE LINKS: 

Castle Hall may, at its sole discretion, offer links to websites of various managers, advisers, vendors and providers of institutionally oriented services. As these websites are not maintained by Castle Hall, we do not guarantee or attest to the accuracy and completeness of the information obtained through these links. Castle Hall has no control over the quality, accuracy or comprehensiveness of the information obtained via such websites or any third party website.

Castle Hall does not validate, warrant or represent the content or services from those websites.  Accordingly, Castle Hall will not be held liable in any way for decisions made based upon information on these linked websites. The inclusion of these links should not serve as an endorsement, recommendation or certification for any particular vendor’s capabilities or services. As Castle Hall does not provide investment, legal, tax or financial advice, appropriate professional assistance should be sought before making any investment decision. Further Castle Hall is not a Registered Investment Adviser with the Securities and Exchange Commission of the United States and is not regulated in any other jurisdiction (including Canada, Switzerland, Australia, the United Arab Emirates or The Philippines.)

20. COPYRIGHT AND TRADEMARK NOTICE:

 

 

 

 

22. PLEASE READ THESE IMPORTANT DISCLAIMERS: 

USERS AGREE THAT THEIR USE OF THE CASTLE HALL SITE IS AT THEIR SOLE RISK AND ACKNOWLEDGE ALL CONTENT MATERIALS, INFORMATION, SOFTWARE, FUNCTIONS, PRODUCTS, AND SERVICES ON THE CASTLE HALL SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND THAT CASTLE HALL MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO SUCH MATERIALS, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR THOSE ARISING BY STATUTE OR OTHERWISE IN LAW FROM A COURSE OF DEALING OR USAGE OF TRADE.

IN ADDITION, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, CASTLE HALL AND ITS AFFILIATES OR AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE CASTLE HALL SITE OR THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE CASTLE HALL SITE AND ANY SOFTWARE THEREON.

CASTLE HALL DOES NOT WARRANT THAT THE AVAILABILITY OF OR THE FUNCTIONS CONTAINED IN THIS SITE OR THE SERVICE WILL BE WITHOUT ERROR OR INTERRUPTION OR THAT DEFECTS WILL BE CORRECTED PROMPTLY.  CASTLE HALL DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE CASTLE HALL SITE TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. USERS (AS OPPOSED TO CASTLE HALL) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.

CASTLE HALL USES REASONABLE PROTECTIONS FOR CYBER SECURITY HOWEVER IT CANNOT WARRANT THAT THE CASTLE HALL SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

CASTLE HALL AND ITS AFFILIATES OR AGENTS SHALL NOT BE LIABLE FOR THE USE OF THE CASTLE HALL SITE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS, VIRUSES OR INTERRUPTION CONTAINED THEREIN.

23. LIMITATION OF LIABILITY:

 

IN NO EVENT SHALL CASTLE  HALL BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE CASTLE HALL SITE OR WITH THE DELAY OR INABILITY TO USE THE CASTLE HALL SITE, OR FOR ANY INFORMATION, CONTENT, PRODUCTS AND SERVICES OBTAINED THROUGH THE CASTLE HALL SITE, OR OTHERWISE ARISING OUT OF THE UTILIZATION OF THE CASTLE HALL SITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF CASTLE  HALL HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. IF, NOTWITHSTANDING THE ABOVE, CASTLE  HALL IS FOUND LIABLE FOR ANY LOSS OR DAMAGE RELATING TO THE USE OF THE CASTLE HALL SITE, YOU AGREE THAT YOUR SOLE REMEDY AND THE SOLE LIABILITY OF CASTLE  HALL SHALL NOT EXCEED THE TOTAL AMOUNT PAID IN THE PRIOR TWLEVE MONTHS BY THE USER TO CASTLE  HALL IN CONNECTION WITH THE SUBJECT MATTER FROM WHICH YOUR CLAIM ARISES.

 

 

You agree to indemnify, defend and hold harmless Castle Hall and its affiliates, and any of their suppliers, agents, officers, directors, shareholders, employees, consultants, licensors, licensees and information providers, from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ and experts’ fees, arising out of or in connection with any User’s use or misuse of the Castle Hall Site or any breach of any covenant, representation or warranty contained herein.

 

 

 

 

 

 

 

 

 

 

Castle Hall operates this site in Canada. Castle Hall makes no representation that the Castle Hall Site, including copyrights, trademarks, patents, and licensing arrangements, are appropriate or available for use in locations other than the Canada. If you access this site from locations outside of the Canada you do so at your own risk, and you are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

 

 

These TOS shall be governed by and construed in accordance with the laws of the Province of Quebec, Canada. You hereby agree that the courts of Quebec have exclusive jurisdiction to settle any dispute arising out of or in connection with the Castle Hall Site or the TOS.

By accepting this TOS, the User hereby acknowledges that he or she has read, understood and agrees to the terms and conditions contained in this TOS. If you have any questions about these Terms and Conditions, please contact us. 

FOR UK Investment professionals

(A) The Website is not intended as an invitation or inducement to engage in investment activity (as defined under section 21 of the Financial Services and Markets Act 2000).

Last Updated: December 2019.