FundPortal – Subscription Terms and Conditions

FundPortal subscription terms and conditions

Welcome to FundPortal

FundPortal Service

Edgefolio is committed to exceptional client service and operational excellence and will use all commercially reasonable efforts to keep FundPortal available for online use by the Customer and Users at all times.

Upon becoming aware of any interruption to the availability or functionality of FundPortal, Edgefolio will use all commercially reasonable efforts to restore the availability and functionality of FundPortal.

If Edgefolio is prevented from performing its obligations in relation to the availability and functionality of FundPortal due to any Force Majeure Event, Edgefolio will be excused from performing such obligations.

Edgefolio may use contractors to perform services, but will be responsible for their performance, subject to the terms of this Agreement.

Use of FundPortal Service

The Customer will only use FundPortal in the ordinary course of its business operations when accessed with Administrator Logins. In connection with this use, the Customer may:

create fund profiles within the numerical limit on fund profiles set out in the FundPortal Order Form;
invite individuals to obtain a User Login from Edgefolio, but only where these individuals are Users, are permitted by law and regulation to invest in alternative collective investment schemes and are within the numerical limit on Users set out in the FundPortal Order Form;
use Administrator Logins to issue further Administrator Logins (where this functionality is available), but only to individuals who are the Customer’s Personnel and are within the numerical limit on Administrator Logins set out in the FundPortal Order Form;
include limited excerpts of the data obtained from FundPortal in the Customer’s reports and presentations to its clients and prospective clients;
store Customer Data on FundPortal within the document and data storage limit set out in the FundPortal Order Form.

The Customer acknowledges that the Morningstar data on FundPortal is subject to Morningstar’s terms and disclaimers in the paragraph below headed Morningstar Data. The Customer further acknowledges that using other third party data on FundPortal is subject to the additional terms and disclaimers in the paragraph below headed Third Party Data Licence Requirements.

The Customer will not:

download or copy any data from FundPortal other than by ordinary use of the tools provided by FundPortal for this purpose;
distribute to third parties any of the data available from FundPortal other than where expressly permitted by this Agreement;
use any data from FundPortal (other than Customer Data) to create marketing lists, customer lists or any other lists, where the Customer does not have a pre-existing business connection with the relevant entities;
provide any third party with access to FundPortal other than where expressly permitted by this Agreement nor allow multiple users to directly or indirectly access any FundPortal feature that is made available on a per-user basis;
use FundPortal to send any communications to any User or other person in violation of any applicable law or regulation;
use FundPortal to store data in any manner which infringes the rights of third parties or in any way prohibited by law, regulation, governmental order or decree or in violation of the rights of others;
attempt to disrupt FundPortal or the computer systems used to make FundPortal available;
attempt to access Edgefolio’s computer systems or those of its suppliers, other than as part of the Customer’s permitted use of FundPortal;
reverse engineer, decompile, disassemble, or work around technical limitations in, FundPortal;
disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters the Customer’s use of FundPortal.

Customer Data is not subject to any restrictions on distribution in this Agreement. The Customer acknowledges and agrees that it is solely responsible for the content of all Customer Data and agrees that it will secure and maintain all rights in Customer Data necessary for Edgefolio to provide FundPortal to the Customer and Users without violating the rights of any third party or otherwise creating obligations of Edgefolio to the Customer or to any third party. Edgefolio does not and will not assume any obligations with respect to Customer Data or to the Customer’s or any User’s use of FundPortal other than as expressly set forth in this Agreement or as imposed by applicable law.

The Customer acknowledges and agrees it controls access to FundPortal by Users and it is responsible for ensuring that their use of FundPortal is in compliance with this Agreement and applicable law and regulation. The Customer agrees to procure that Users comply with the Acceptable Use Policy.

The Customer acknowledges and agrees that it is responsible for maintaining the confidentiality of any non-public authentication credentials associated with its use of FundPortal. The Customer will promptly notify Edgefolio of any misuse of its accounts or authentication credentials or any security incident related to FundPortal.

Contracting Authority

If the signatory of the FundPortal Order Form is an individual accepting the terms of this Agreement on behalf of an entity, such signatory represents that it has the legal authority to enter into this Agreement on that entity’s behalf. If the signatory of the FundPortal Order Form specifies an entity, or uses an email address provided by an entity, to which such signatory is affiliated (such as an employer) in connection with a FundPortal subscription or subscription renewal, that entity will be treated as the owner of the subscription for the purposes of this Agreement.

Commencement and Term

The Customer’s subscription to FundPortal commences on the Subscription Start Date. At the end of the Initial Subscription Term and on each anniversary thereof, the Customer’s subscription to FundPortal will automatically renew for a further period of one year unless either Party gives written notice of non-renewal to the other Party at least 30 days before the date on which the next Renewal Period would otherwise have commenced.

Where written notice of non-renewal is given by a Party, this Agreement will automatically terminate immediately prior to the date on which the next Renewal Period would otherwise have commenced.

Invoicing and Charges

Edgefolio may issue an invoice to the Customer in respect of the Subscription Fee for the Initial Subscription Term and the initial Implementation Fee on or prior to the Subscription Start Date.

The initial Subscription Fee and the initial Implementation Fee (if any) are set out in the FundPortal Order Form and are payable by the Customer on or prior to the Subscription Start Date (or, if later, within 14 days of the date of invoice).

The Subscription Fee for any Renewal Period is payable by the Customer annually in advance on or prior to commencement of that Renewal Period (or, if later, within 14 days of the date of invoice).

Edgefolio may issue an invoice to the Customer for any amount due in respect of a Renewal Period no earlier than 30 days prior to the start of such Renewal Period.

Edgefolio will give the Customer not less than 60 days’ notice of any increase in the Subscription Fee for any Renewal Period over the then current undiscounted Subscription Fee. If the Customer does not agree to such increase, it will give not less than 30 days’ written notice to Edgefolio of its intention not to renew its subscription. Where written notice of non-renewal is given by the Customer as aforesaid, this Agreement will automatically terminate immediately prior to the date on which the next Renewal Period would otherwise have commenced.

All amounts payable by the Customer under this Agreement are expressed exclusive of VAT and taxes which will be payable by the Customer in addition where applicable.

In respect of any money not paid by the Customer to Edgefolio by its due date as required under this Agreement, Edgefolio may charge the Customer interest on the overdue amount at an annual rate of five percentage points above the Bank of England official bank rate for each day that elapses after the due date until the date of payment in full by the Customer.

Administrator Logins

Edgefolio will issue an Administrator Login to each of the Customer’s Personnel who requests one (subject to any numerical limits on Administrator Logins set out in the FundPortal Order Form).

The Customer will ensure that the Customer’s Personnel keep their Administrator Logins secure. The Customer will promptly notify Edgefolio where any of the Administrator Logins become known to anyone other than the individual it was issued to.

User Logins

Edgefolio may terminate a User Login where any of the following applies:

Edgefolio reasonably believes that the User Login has been compromised;
Edgefolio reasonably believes that the Customer has breached the terms of this Agreement.

Edgefolio may refuse to issue a further User Login to a User where Edgefolio has previously terminated such User’s Login as a consequence of breach of this Agreement by the Customer.

Intellectual Property

The Customer acknowledges and agrees that Edgefolio is, and will remain, the owner of all Intellectual Property Rights in FundPortal and that the Customer has no, and will not pursuant to this Agreement (or otherwise) acquire any, ownership interest of whatsoever nature in FundPortal (or any Intellectual Property Rights related to or comprised in FundPortal).

Customer Data and Indemnity

As between the Customer and Edgefolio, the Customer owns all rights in the Customer Data.

The Customer grants Edgefolio a worldwide, non-exclusive, non-transferable, fully-paid licence to use the Customer Data, but solely for and to the extent necessary to provide FundPortal in accordance with this Agreement.

For those periods where the Customer has selected the option to share its fund data, the Customer grants Edgefolio a worldwide, non-exclusive, fully paid licence to make this fund data available to users of services provided by Edgefolio.

The Customer agrees to indemnify, defend and hold harmless Edgefolio from and in respect of any and all Third Party Claims.

Personal Data Processing

In this section:

“Data Protection Legislation”: means: (i) to the extent the UK GDPR applies, the laws of all or any part of the United Kingdom which relate to the protection of personal data; and (ii) to the extent the EU GDPR appliers, the laws of the European Union or any member state of the European Union to which any of the parties is subject which relate to the protection of personal data;
“Data Services” means the services provided by Edgefolio under this Agreement which involve the processing of personal data;
“DPA 2018” means the Data Protection Act 2018;
“EU GDPR” means the General Data Protection Regulation ((EU) 2016/679);
“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, the Subject Data;
“Subject Data” means the personal data of any User which is obtained by Edgefolio in connection with such User’s registration for a User Login, such User’s use of FundPortal and any related dealings of such User with Edgefolio;
“UK GDPR” has the meaning given to in in section 3(10) as supplemented by section 205(4)) of the DPA 2018;
the terms process (and its derivatives), personal data, data controller, data processor and data subject have the meanings given to them in the Data Protection Legislation;

The Parties acknowledge and agree that, for the purposes of Data Protection Legislation, in respect of the Subject Data and the Data Services, the Customer is the controller and Edgefolio is the processor. The Customer consents to the processing of Subject Data by Edgefolio and its agents to facilitate the subject matter of this Agreement and the Data Services. The Customer will obtain all required consents from third parties (including Customer’s contacts, administrators and employees) under Data Protection Legislation before providing personal information to Edgefolio

The Parties will comply with their respective obligations under Data Protection Legislation in respect of the Subject Data and the Data Services.

Edgefolio will not process the Subject Data other than in accordance with one or more of the following:

the terms of this Agreement (including Appendix 1);
written instructions from the Customer;
compliance with Data Protection Legislation (but before undertaking processing on this ground, Edgefolio will, unless prohibited from doing so by Data Protection Legislation, inform the Customer of the details of the required processing).

Edgefolio will:

maintain appropriate technical and organisational measures against unauthorised or unlawful processing of the Subject Data and against destruction, damage, or accidental loss of the Subject Data (the appropriateness of the measures being determined by reference to the nature of the Subject Data, the risks presented by the processing, the harm that could result to the relevant data subjects, the available technology and the cost of the technology);
ensure that all employees of Edgefolio who have access to the Subject Data are subject to appropriate obligations of confidentiality and have undertaken training on Data Protection Legislation in relation to the handling of Subject Data;
promptly notify the Customer if it becomes aware of a data breach regarding the Subject Data or if it believes an instruction received from the Customer in connection with the Subject Data infringes Data Protection Legislation;
in relation to Subject Data, reasonably assist the Customer to comply with its obligations under Data Protection Legislation, taking into account the nature of Edgefolio’s processing and the information available to Edgefolio (including in relation to Data Subject rights, data protection impact assessments and reporting to and consulting with any relevant regulator under Data Protection Legislation. Edgefolio may charge the Customer for the time expended and the expenses incurred by it in providing such assistance.

If Edgefolio receives a request from a User who is exercising its data protection rights in respect of the Subject Data (a “Request”), Edgefolio will promptly notify the Customer of the Request. Edgefolio will take all steps reasonably requested by the Customer (and at the Customer’s expense unless otherwise agreed by Edgefolio) to discharge the Customer’s obligations to the User in respect of the Request.

The Customer authorises Edgefolio to appoint as processors of the Subject Data any of AWS, Microsoft or Google or any other person who is capable of providing the level of protection of personal data required by this Agreement.

At the written request of the Customer, Edgefolio will arrange for independent data security professionals hired by the Customer (the “Auditors”) to have prompt access to the records, information, staff, and premises of Edgefolio to the extent necessary to verify Edgefolio’s compliance with its obligations under this section on ‘personal data’. The access to staff and premises under this clause will be limited to access during their ordinary business hours.

The information obtained by the Auditors in verifying compliance will be deemed to be confidential information of Edgefolio. This information may be disclosed to and used by the Customer for the purpose of this section on ‘personal data’ only provided that Edgefolio may prohibit the Auditors from disclosing details of their technical and organisational measures to the Customer where the secrecy of those measures contributes significantly to their effectiveness.

Within 30 days of termination of this Agreement, Edgefolio will deliver to the Customer a copy of the Subject Data in such form as is acceptable to the Customer (acting reasonably). Following written confirmation of safe receipt by the Customer, Edgefolio will destroy or permanently delete all remaining copies of the Subject Data within its possession or control unless Edgefolio is required to retain the Subject Data in order to comply with applicable law.

Limitation of Liability

The Customer acknowledges that:

FundPortal provides information not investment advice;
the Customer is responsible for its own legal and regulatory compliance (including its decision to use FundPortal);
the Customer is responsible for checking the accuracy of the Customer’s Data on FundPortal (including data produced through use of FundPortal);
Edgefolio is not responsible for the accuracy of any data on FundPortal provided by third parties;
the Customer is not relying on FundPortal to be available at all times or any particular time;
the Customer is responsible for retaining a backup copy of Customer Data;
the Customer is responsible for maintaining appropriate technical and organisational measures to protect its IT systems against viruses and malware from external sources (including FundPortal);
the subscription fee for FundPortal has been set on the basis of the liability limits in this Agreement.

Nothing in this Agreement will exclude liability for:

death or personal injury resulting from negligence;
fraud or fraudulent misrepresentation;

The aggregate liability of Edgefolio to the Customer for any and all claims under or in connection with this Agreement is limited to direct damages up to the lesser of: (i) the subscription fees paid by the Customer for FundPortal during the 12 month period before the cause of action arose; and (ii) £10,000, irrespective of the number of claims and whether individual claims are for breach of this Agreement or a duty of care, or for misrepresentation provided that this aggregate total amount is not reduced by claims exempted by the previous paragraph.

Edgefolio will not be liable to the Customer for any losses, liabilities, damages and any related costs and expenses suffered or incurred by the Customer under or in connection with this Agreement arising from:

investment decisions made by the Customer;
loss of Customer Data;
loss of goodwill or reputation;
liability to third parties, including Users;
the Customer’s special circumstances (even if those circumstances were known to Edgefolio),

and in no event will Edgefolio be liable for loss of revenue or loss of anticipated savings (in either case whether direct or indirect), indirect, incidental, special, punitive, or consequential damages, loss of use, loss of business information, or interruption of business, however caused or on any theory of liability.

Accelerated Payment and Suspension

Where the Customer has failed to pay an invoice by its due date, then within 14 days of a written request by Edgefolio, the Customer will pay: (i) all the fees related to its use of FundPortal which are already payable (including any applicable interest); and (ii) all the fees related to its use of FundPortal which will become payable before the next renewal date (together, the “Balance“).

Edgefolio may suspend the Customer’s use of FundPortal and/or any Administrator Login and/or User Login immediately, without notice and for such period as Edgefolio considers appropriate:

where 14 days have elapsed from Edgefolio’s written request without full payment of the Balance
it is, in Edgefolio’s opinion, necessary to prevent unauthorised access to Customer Data
the Customer fails to respond to a Third Party Claim within a reasonable time
the Customer does not abide by the Acceptable Use Policy or violates any other term of this Agreement
where Edgefolio reasonably believes an Administrator Login or User Login has been compromised or is not being used in compliance with this Agreement

Termination

Where the Customer is using FundPortal on a trial or free basis, Edgefolio may terminate this Agreement at any time without prior notice.

Edgefolio will have a right to terminate this Agreement: (i) where the Customer has failed to pay an invoice by its due date and the invoice remains outstanding on the date the notice of termination is sent to the Customer; (ii) where the Customer’s use of FundPortal is suspended more than twice in any 12-month period; and (iii) where Edgefolio reasonably believes that a Third Party IP Claim bars the Customer’s use of FundPortal and Edgefolio is unable to modify or replace FundPortal with a functional equivalent at a commercially acceptable cost.

The Customer will have a right to terminate this Agreement where Edgefolio reduces the functionality of FundPortal and this significantly changes the nature of FundPortal or significantly reduces the effectiveness of FundPortal. This right to terminate will end 30 days after the first Business Day on which the change to the functionality takes effect, and any notice of termination must be sent before the expiry of such 30 day period.

A Party will have a right to terminate this Agreement where any of the following have occurred:

the other Party has breached this Agreement and has failed to remedy that breach to the satisfaction of the innocent Party (acting reasonably) within 14 days of being sent a written notice to do so;
a resolution is passed or an order is made for the winding up of the other Party;
a receiver, liquidator, administrator, administrative receiver, or similar officer is appointed in respect of all or any part of the other Party’s assets;
the other Party enters into an arrangement with its creditors or any class of its creditors;
the other Party ceases (or announces an intention to cease) its current business.

Where a Party has a right of termination (other than Edgefolio’s right of termination of a trial or free use), it may only exercise that right by giving written notice to the other Party of the date on which the termination will occur (provided this termination date does not fall any earlier than the 7th day after the date of the written notice). This Agreement will then terminate at the end of the termination date specified in the written notice.

Each written notice given under this paragraph will only be valid if it has been posted and emailed on the date of the notice, and this has been done on a Business Day.

Consequences of Termination

On termination of this Agreement, the Customer will cease to use FundPortal and Edgefolio may cancel all Administrator Logins and User Logins.

The Customer will not be entitled to any refund of fees in the event of termination of this Agreement.

The provisions of this paragraph and the confidentiality, indemnity and payment obligations of the Parties will survive any termination of this Agreement.

Termination of this Agreement will not affect any rights of the Parties which have accrued up to the date of termination, all of which rights will survive such termination.

Confidential Information

The Parties have shared and might continue to share with each other certain confidential information.

In respect of any confidential information received from the disclosing Party:

the receiving Party will keep the confidential information secure;
the receiving Party will not use the confidential information other than for the purposes of this Agreement;
the receiving Party will not disclose the confidential information to any third party other than where this is necessary for the purposes of this Agreement and is on terms obliging the third party to maintain confidentiality.

This Agreement may be disclosed by a Party to:

its professional advisors (where the disclosure is in connection with their supply of professional services);
persons (and their professional advisers) who are conducting due diligence for a proposed investment, business acquisition, or financing in relation to that Party or its affiliates

provided that the disclosure in each case is on terms appropriate to maintain confidentiality.

Edgefolio may identify the Customer as a customer of Edgefolio in its marketing materials and press releases and may use the trade marks of the Customer for these purposes provided this use is consistent with any brand guidelines provided by the Customer.

Amendment and Renewal

Edgefolio may amend the terms of this Agreement by giving the Customer written notice of the amended terms and the date on which such amendments are to take effect (the “Amendment Date“). Any such notice will only be valid if Edgefolio sends the notice to the Customer’s email address in the FundPortal Order Form (or to such other e-mail address of which the Customer will have given Edgefolio not less than 10 Business Days prior written notice) no less than 7 days before the Amendment Date. The Customer will be deemed to have accepted the amended terms if it uses any Login to access FundPortal after the Amendment Date. Notwithstanding the foregoing, Edgefolio may amend the terms of this Agreement without notice to the Customer to cure any ambiguity, defect or inconsistency or any other change that does not materially affect the rights of the Customer.

Upon renewal of the Customer’s subscription to FundPortal, these Terms and Conditions will be substituted, and the Customer’s subscription to FundPortal will thereafter be governed, by the terms and conditions for subscription to FundPortal to be found at https://edgefolio.com/terms/fundportal/ on the date on which such Subscription is renewed.

Miscellaneous

Any assignment or transfer of all (or any part) of the Customer’s rights and obligations under this Agreement will be void, unless made with the written consent of Edgefolio.

If this Agreement is executed in counterparts, then all the counterparts constitute one agreement.

A remedy made available to a Party does not exclude other remedies, unless the remedy is stated to be a sole remedy.

None of the terms of this Agreement are enforceable by any person other than the Parties and their permitted assignees and transferees.

Law and Jurisdiction

The laws of England apply to this Agreement.

The courts of England have exclusive jurisdiction to settle any dispute or claim between the parties which arises in connection with this Agreement.

Morningstar Data

The information, data, analyses and opinions (“Information“) contained herein: (1) include the confidential information and proprietary information of Morningstar; (2) may not be copied or redistributed; (3) do not constitute investment advice; (4) are provided solely for informational purposes; (5) are not warranted to be complete, accurate or timely; and (6) may be drawn from fund data published on various dates.

Morningstar is not responsible for any trading decisions, damages or other losses related to the Information or its use. Please verify all of the Information before using it and don’t make any investment decisions except upon the advice of a professional financial adviser. Past performance is no guarantee of future results. The value and income derived from investments may go down as well as up.”

Third Party Data Licence Requirements

If the Customer requests the use of third party data on FundPortal, the Customer will be required: (i) to obtain a direct licence from the relevant third party licensor(s) in respect of licensee’s use of that third party data; and (ii) to comply with the terms and disclaimers applicable to that license in order to receive the data as part of FundPortal.

Additional Fees – In all cases, the Customer may be charged third party fees for use of any third party data delivered as part of or used in conjunction with FundPortal.

Definitions

In these Terms and Conditions and in the FundPortal Order Form:

“Acceptable Use Policy“ means the restrictions on the Customer’s use of FundPortal set out in this Agreement;

“Administrator Login” means a login for read-write use of FundPortal;

“Agreement” means the agreement between the Parties constituted by the FundPortal Order Form and these Terms and Conditions, as amended and/or substituted from time to time;

“Business Day” means a weekday other than a day which is a public holiday in England;

“Customer Data” means data which is uploaded to FundPortal by the Customer, but excluding: (i) personal data; and (ii) data which originates from Edgefolio or its licensors;

“Customer’s Personnel” means individuals who are: (i) employees of the Customer; (ii) directors or officers of the Customer; or (iii) consultants or contractors of the Customer operating under a written contract with the Customer, and, in each case, who are authorised to use FundPortal in accordance with this Agreement;

“Force Majeure Event” means any act, event of circumstance, whether or not foreseeable, that is beyond the control of Edgefolio (including, without limitation, fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labour disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of FundPortal));

“FundPortal” means the web service known as FundPortal which is hosted at fundportal.io and is operated by Edgefolio;

“FundPortal Order Form” means the order form for FundPortal signed by the Parties, as amended or varied from time to time by agreement of the Parties;

“Implementation Fee” means the fee for initial implementation set out in the FundPortal Order Form and any additional fee for implementation agreed between the Parties;

“Initial Subscription Term” has the meaning given to it in the FundPortal Order Form;

“Intellectual Property Rights” means any rights, title and interest in patents, trademarks, service marks, trade and business names, rights in design, utility models, copyright, database rights, know-how (including trade secrets and confidential information) and any other similar right whether presently existing, applied for or in relation to which there is a right to apply for registration and any analogous rights to any of the preceding rights anywhere in the world;

“Party” means each of the Customer and Edgefolio;

“Renewal Period” means any extension of the Initial Subscription Period pursuant to the terms of this Agreement;

“Subscription Fee” means the fee payable by the Customer to Edgefolio from time to time in respect of its subscription to FundPortal, as the same may be adjusted from time to time by agreement of the Parties (the initial Subscription Fee being the amount set out in the FundPortal Order Form);

“Subscription Start Date” means the subscription start date for FundPortal set out in the FundPortal Order Form;

“Third Party Claim” means: (i) any Third Party IP Claim against the Customer; or (ii) any actual or threatened claim by a third party: (aa) relating to the data collected, saved or processed by the Customer by means, or within the framework, of FundPortal; or (bb) arising from violation of the Acceptable Use Policy;

“Third Party IP Claim” means any actual or threatened claim by a third party that any Customer Data or services the Customer or Edgefolio provides, directly or indirectly, in connection with FundPortal infringes that third party’s Intellectual Property Rights or makes unlawful use of that third party’s Intellectual Property Rights;

“User Login” means a login for read-only use of FundPortal;

“User” means any person permitted by the Customer to access Customer Data hosted in FundPortal or otherwise use FundPortal.

Appendix 1 – Data Processing

Subject matter of processing: a platform to enable the Customer to make its fund data available to Users and to track the use of this fund data by Users.

Duration of processing: the duration of this Agreement, together with any additional period necessary to complete the process of delivering up the collected personal data to the Customer.

Nature and purpose of processing: to enable the Customer and Edgefolio to verify the entitlement of Users to access FundPortal and tracking the use by Users of the Customer’s pages on FundPortal in order for the Customer to identify possible marketing opportunities.

Types of personal data to be processed:

business contact details;
basic job information;
all the pages and documents that are clicked on by Users (and the times when this occurs);
the IP address, location, type of device, and browser used by Users to access FundPortal.

Categories of data subjects to be processed: individuals who are investors (or potential investors) in the Customer’s funds or who are on the staff of investors (or potential investors) in the Customer’s funds.