Terms of Use for Hartree KYC Portal

These terms of use, and any documents referred to herein, govern your access to and use of the Hartree know-your-customer, onboarding and counterparty due diligence portal made available by or on behalf of Hartree through the Fenergo platform or any successor platform (the “Portal”). By accessing or using the Portal, you agree to be bound by these terms of use. If you do not agree to these terms of use, you must not access or use the Portal.

If you access or use the Portal on behalf of a company, partnership, fund, trust or other organisation, you represent and warrant that you are duly authorised to do so and to bind that organisation to these terms of use. In these terms of use, references to “you” and “your” include both the individual user and the relevant organisation, as the context requires.

1. Our details

In these terms of use, “Hartree”, “we”, “us” and “our” means Hartree Partners, LP, or its relevant Hartree entity that makes the Portal available to you, or on whose behalf the Portal is made available, as identified in the Portal or in related onboarding or diligence communications. The Portal may be hosted, operated or supported for Hartree by third-party service providers, including Fenergo, but unless expressly stated otherwise these terms of use are between you and Hartree only.

2. Purpose of the Portal

The Portal is provided solely for the purposes of facilitating Hartree’s know-your-customer, onboarding, customer due diligence, anti-money laundering, sanctions compliance, fraud prevention, regulatory compliance and related internal review processes. The availability of the Portal does not constitute an offer, commitment or obligation by Hartree to enter into any transaction, provide any service, establish any business relationship or continue any existing relationship with you or any other person. Hartree may decide, in its sole discretion and subject to applicable law and regulation, whether to open, maintain, suspend or terminate any relationship and whether to request further information or documentation at any time.

3. Access and Security

Access to the Portal may be restricted to authorised users approved by Hartree. Hartree may grant, refuse, suspend, withdraw or limit access rights at any time where it reasonably considers it necessary for security, legal, regulatory, operational or compliance reasons.

You must use the Portal only for lawful purposes and only in connection with the submission, updating or review of information and documentation reasonably requested by Hartree. You must not use the Portal for any other purpose.

Where log-in details, authentication methods or user accounts are issued in connection with the Portal, you must keep them secure and confidential and must not share them with any unauthorised person. You are responsible for all access to and use of the Portal through your credentials, whether or not authorised by you, except to the extent caused by Hartree’s fraud, wilful misconduct or gross negligence. You must notify Hartree promptly if you become aware of any unauthorised access to, use of, or security incident affecting your account or the Portal.

4. Information submitted and acceptable use

You are responsible for all information, data, documents, certifications, records and other materials submitted, uploaded, transmitted or otherwise made available by you through the Portal. You represent and warrant on an ongoing basis that, to the best of your knowledge and belief after reasonable enquiry, such information and materials are complete, accurate, current and not misleading in any material respect. You must promptly update any information previously submitted if it ceases to be complete, accurate or current.

You must ensure that you have all necessary rights, consents, permissions and authority to provide any information or materials submitted through the Portal, including any personal data, confidential information or third-party materials relating to directors, officers, employees, beneficial owners, controllers, trustees, signatories, representatives or other individuals. You acknowledge that Hartree may rely on information provided through the Portal for compliance and onboarding purposes.

You must not use the Portal in any unlawful manner or for any purpose other than the submission, updating or review of information and documentation requested by Hartree. You must not attempt to, gain unauthorised access to any system, account, data or network, interfere with or disrupt the integrity, security, operation or performance of the Portal, upload, transmit or introduce any virus, malware, malicious code or other harmful material, circumvent or attempt to circumvent any security, authentication or access control measure, use any automated means to access, scrape, harvest or extract data from the Portal except to the extent expressly permitted in writing by Hartree, reverse engineer, decompile, disassemble, copy, adapt or create derivative works from any software or other component of the Portal except to the extent that restriction is prohibited by law, or otherwise use the Portal in any way that infringes the rights of Hartree or any third party or breaches any applicable law or regulation.

5. Intellectual property

The Portal, including its software, design, layout, functionality, content, compilation and underlying technology, is owned by or licensed to Hartree or its licensors and service providers and is protected by applicable intellectual property laws. Except for the limited right to access and use the Portal in accordance with these terms of use, no rights in or to the Portal are granted to you.

6. Use of submitted materials

To the extent necessary for the operation of the Portal and the performance of Hartree’s compliance, onboarding and record-keeping functions, you grant to Hartree a non-exclusive, worldwide, royalty-free licence to host, copy, store, use, reproduce, transmit and otherwise process any information and materials submitted by you through the Portal. This licence is granted solely for the purposes of operating the Portal, conducting due diligence and compliance activities, maintaining records, meeting legal and regulatory obligations, exercising Hartree’s rights and carrying out related internal administrative purposes.

7. Privacy and data protection

Hartree may collect, use, store, disclose and otherwise process personal data submitted through or generated by the Portal in accordance with Hartree’s Privacy Policy, as updated from time to time which is available at https://www.hartreepartners.com/privacy-policy/, and as otherwise permitted or required by applicable law. The Privacy Policy also outlines the rights available to individuals under applicable data protection laws. You should read Hartree’s Privacy Policy carefully.

Where you provide personal data relating to any other individual in connection with the Portal, you are responsible for ensuring that you have a valid legal basis to provide that personal data to Hartree and, where required by applicable law, that you have provided those individuals with any necessary privacy notice or obtained any required consent.

We are required by law to carry out all necessary security and customer due diligence checks on you as part of our onboarding requirements. On occasion, to assist with these checks and to meet our legal obligation, you agree to comply with any request from us for further information and provide such information in a format acceptable to us. In addition, you understand that as part of these checks we may make, directly or through any third party, any inquiries we consider necessary to validate the information you provided to us.

Hartree may use third-party service providers, including platform and technology providers, to host, support, administer or maintain the Portal and related data, subject to appropriate contractual and legal safeguards. Nothing in these terms of use creates a separate contractual relationship between you and any such service provider unless expressly stated otherwise.

As the Portal is operated by Fenergo, cookies required for its operation are collected and managed by it in accordance with its Cookie Policy which can be found at https://identity.nar1.fenergox.com/Home/CookiePolicy.

Hartree’s cookies policy, which is available at https://www.hartreepartners.com/cookie-policy/, governs our use of cookies and similar technologies on our website. It sets out the types of cookies we use, the purposes for which we use them, the circumstances in which we may place cookies on your computer, device or browser, and other relevant information relating to cookies, such as how to change your browser preferences and settings to accept or reject cookies.

8. Confidentiality and disclosure

Information and materials submitted through the Portal may be treated by Hartree as confidential, but Hartree may disclose them to its affiliates, advisers, auditors, financing parties, insurers, professional service providers, platform providers, agents and service providers, and to courts, regulators, governmental authorities, law enforcement agencies and other third parties, where Hartree reasonably considers such disclosure necessary or appropriate for onboarding, due diligence, compliance, legal, regulatory, risk management, audit, dispute resolution or business administration purposes, or as otherwise permitted or required by law.

Hartree does not undertake to keep any information confidential where disclosure is required or permitted under applicable law, regulation, court order, regulatory expectation or internal compliance policy.

9. Portal basis of use, availability and disclaimer

The Portal is provided for administrative and compliance purposes only. It does not constitute legal, regulatory, or other professional advice. Hartree does not undertake to review or verify any information or materials submitted through the Portal for completeness, accuracy or sufficiency. Any acknowledgement of receipt by Hartree does not constitute acceptance, approval or verification of any information or materials.

10. Disclaimer

To the fullest extent permitted by law, the Portal is made available on an “as is” and “as available” basis. Hartree does not guarantee that the Portal, or any content, functionality or feature on it, will always be available, uninterrupted, secure, error-free or free from delay, and may suspend, withdraw, restrict, modify or discontinue all or any part of the Portal at any time for business, security, legal, regulatory, operational, maintenance or other reasons, without liability to you.

Hartree makes no representation, warranty or undertaking, whether express or implied, regarding the Portal, including as to availability, accessibility, compatibility, fitness for a purpose, accuracy, completeness, timeliness, security or non-infringement, and does not warrant that any information or materials submitted through the Portal will be accepted as sufficient for any purpose or that use of the Portal will satisfy any legal or regulatory requirement applicable to you.

11. Liability

To the fullest extent permitted by law, Hartree shall not be liable for any loss of profit, loss of revenue, loss of business, loss of opportunity, loss of anticipated savings, loss or corruption of data, loss of goodwill, business interruption, or any indirect, consequential, special, exemplary or punitive loss arising out of or in connection with your access to, use of, inability to use, or reliance on the Portal, or any submission of information through the Portal, even if Hartree has been advised of the possibility of such loss.

Nothing in these terms of use excludes or limits liability to the extent that exclusion or limitation is prohibited by applicable law.

12. Suspension and termination

These terms of use apply from the time you first access the Portal and continue for so long as you continue to access or use it. Hartree may terminate or suspend your right to access or use the Portal immediately and without notice if you breach these terms of use or if Hartree reasonably considers such action necessary for legal, regulatory, security or operational reasons.

Termination or suspension does not affect any rights, remedies, obligations or liabilities accrued before the date of termination or suspension. Any provision of these terms of use which by its nature is intended to survive termination, including provisions relating to intellectual property, submitted materials, confidentiality, disclaimers, liability, governing law and jurisdiction, continues in full force and effect.

13. Records and electronic communications

You agree that Hartree may keep records of your use of the Portal, including log-in activity, submissions, downloads, acknowledgements, communications and acceptance of these terms of use, and that such records may be used for evidential, compliance, audit, security and operational purposes. You consent to Hartree communicating with you electronically in relation to the Portal, including for the delivery of notices, requests, reminders and system messages.

14. Governing law and jurisdiction

These terms of use and any dispute, claim or matter arising out of or in connection with the Portal or these terms of use shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute, claim or matter.

15. Changes to these terms of use

Hartree may amend these terms of use from time to time by updating them on the Portal or by otherwise notifying users through the Portal. The terms of use in force at the time of use of the Portal apply to that use.

16. Miscellaneous

If any provision of these terms of use is held to be invalid, unlawful or unenforceable, that provision shall, to the extent required, be deemed severed, and the validity and enforceability of the remaining provisions shall not be affected. No failure or delay by Hartree in exercising any right or remedy shall operate as a waiver of that right or remedy. Except as expressly stated otherwise, a person who is not a party to these terms of use has no right to enforce them.