Master Services Agreement

1. Parties and structure

This Master Services Agreement is between the customer named in an Order Form (the Customer) and the Swelv entity named in that Order Form (Swelv). The Swelv entity is the one that serves the Customer’s location, as set out below.

Swelv Group Limited owns the intellectual property in the Services and licenses it to the contracting entity, as clause 5 explains. It takes on no obligations to the Customer under this Agreement.

2. The documents that make up this Agreement

The Agreement is made up of each Order Form, this Master Services Agreement, the Data Processing Addendum (the DPA), and the Acceptable Use Policy. If they conflict:

• an Order Form prevails for the commercial terms it sets out, and for any other term it expressly says it changes;
• the DPA prevails on the processing of personal data;
• otherwise, this Master Services Agreement prevails.

3. Definitions

• Authorised User: a person the Customer permits to use the Services, including its own staff and the investors and advisers it invites.
• Customer Data: data the Customer or its Authorised Users submit to the Services, and the output the Services generate from it.
• Documentation: the user guides and product documentation Swelv makes available for the Services.
• Fund: an investment fund, vehicle, or account the Customer manages, advises, or administers using the Services.
• Order Form: an ordering document signed by both parties that references this Agreement and sets out the Services, fees, and Subscription Term.
• Services: the swelv platform and related services described in an Order Form.
• Subscription Term: the period stated in an Order Form, including any renewal.

4. The Services, and the right to use them

Swelv will provide the Services during the Subscription Term with reasonable skill and care, and substantially as described in the Documentation. Swelv may change and improve the Services, but will not materially reduce the core functionality of Services the Customer has subscribed to during its Subscription Term.

Subject to this Agreement and payment of the fees, Swelv grants the Customer a non-exclusive, non-transferable, non-sublicensable right, for the Subscription Term, to access and use the Services and Documentation, and to allow its Authorised Users to do so, for its own business, including administering its Funds and communicating with their investors.

These are rights of use only. The Customer is responsible for its Authorised Users and for everything done under their credentials. Investors the Customer invites see only the information the Customer makes available to them.

5. Intellectual property

Swelv Group Limited owns all intellectual property rights in the Services, the software behind them, the Documentation, and the swelv name and V mark, including improvements made in the course of providing the Services.

Swelv Group Limited licenses those rights to the contracting Swelv entity, which provides the Services and grants the rights in clause 4 under that licence. The Customer receives use rights only. Nothing in this Agreement assigns or transfers ownership of any Swelv intellectual property to the Customer, and all rights not expressly granted are reserved.

The Customer and its licensors, including its Funds and their investors, keep all rights in Customer Data. The Customer grants Swelv the right to host, copy, process, and display Customer Data only as needed to provide, secure, and support the Services, and as the DPA permits.

If the Customer or its Authorised Users give feedback about the Services, Swelv and Swelv Group Limited may use it without restriction or payment.

6. Payments: what Swelv is and is not

Swelv is a technology provider. It is not a bank, a payment institution, or an electronic money institution.

Swelv does not hold client funds. Capital contributions, distributions, and other payments move directly between bank accounts held by the Fund, its investors, and other parties. Swelv does not receive or hold those payments at any point.

Payments are executed by regulated third parties, such as the banks that hold those accounts and authorised payment initiation and account information service providers, under their own terms with the account holder. Swelv is not a party to those terms and is not responsible for how a third party executes, delays, or declines a payment.

The Services match incoming payments using the account information those third parties provide, and show a payment’s status on that basis. Swelv does not guarantee the timing or completion of any payment.

7. What the Customer remains responsible for

• Configuration. The Services apply the terms the Customer configures, such as waterfall, fee, allocation, equalisation, and side letter terms. The Customer is responsible for checking that its configuration reflects each Fund’s governing documents.
• Extracted data. Some features use AI models, provided by a subprocessor listed on the Subprocessors page, to extract data from documents the Customer uploads. Extracted values are confidence scored and can be edited. The Customer is responsible for the figures it reports to investors, including extracted ones.
• Regulatory obligations. The Services do not provide investment, legal, tax, accounting, or regulatory advice. The Customer remains responsible for its own and its Funds’ regulatory obligations, including investor due diligence and anti-money-laundering checks, unless an Order Form expressly assigns a specific task to Swelv.
• Personal data. As controller, the Customer is responsible for having a lawful basis for the personal data it puts into the Services, and for giving the people concerned any notice the law requires.
• Access. The Customer keeps its credentials secure, makes sure its Authorised Users follow the Acceptable Use Policy, and tells Swelv promptly about any unauthorised use it becomes aware of.

8. Fees and taxes

The Customer pays the fees set out in the Order Form. Unless the Order Form says otherwise, invoices are payable within 30 days of the invoice date. Fees exclude VAT and other applicable taxes, which the Customer pays in addition. The VAT registration of each Swelv entity is shown in clause 1.

If an undisputed invoice is overdue, Swelv may suspend the Services after giving at least 14 days’ written notice, and will restore them promptly once payment is received.

9. Confidentiality

Each party will keep the other’s confidential information confidential, use it only to perform or receive the benefit of this Agreement, and share it only with personnel, advisers, and subcontractors who need to know it and are bound by equivalent obligations. Customer Data is the Customer’s confidential information.

This does not apply to information that is or becomes public other than through a breach, that the recipient already had or develops independently, or that it receives from a third party free to share it. A party may disclose confidential information where the law, a regulator, or a court requires it, giving the other party notice first where it lawfully can.

These obligations last for the term of the Agreement and for 5 years after it ends, and for trade secrets for as long as they remain secret.

10. Data protection and security

For personal data in Customer Data, the Customer is the controller (or a processor acting for its own client) and Swelv is its processor. The DPA governs that processing, and the Subprocessors page lists the third parties involved.

Swelv maintains the technical and organisational measures described in the DPA, and may update them provided the overall level of protection is not reduced.

11. Warranties

Swelv warrants that the Services will perform materially as described in the Documentation. If they do not, the Customer’s remedy is for Swelv to correct the non-conformity within a reasonable time or, if it cannot, for either party to terminate the affected Services, with a refund of prepaid fees for the period after termination.

The Customer warrants that it has the rights and permissions needed to submit Customer Data to the Services.

Except as this Agreement expressly states, and to the extent the law allows, the Services are provided without any other warranty, and Swelv does not warrant that they will be uninterrupted or error free.

12. Third-party claims

Swelv will defend the Customer against any third-party claim that the Customer’s use of the Services in line with this Agreement infringes that third party’s intellectual property rights, and will pay any damages finally awarded or agreed in settlement. This does not apply to claims caused by Customer Data, by combining the Services with anything Swelv did not supply, or by changes Swelv did not make.

The Customer will defend Swelv against any third-party claim arising from Customer Data or from a breach of the Acceptable Use Policy, and will pay any damages finally awarded or agreed in settlement.

The party seeking protection must notify the other promptly, let it control the defence and any settlement, and give reasonable help at the other’s cost.

13. Liability

Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited or excluded.

Subject to that, neither party is liable for loss of profit, revenue, business, goodwill, or anticipated savings, or for any indirect or consequential loss.

Subject to that, each party’s total liability arising out of or in connection with this Agreement is limited to the fees paid and payable by the Customer under it in the 12 months before the event giving rise to the claim. This cap does not apply to the Customer’s obligation to pay fees, or to either party’s obligations under clause 12.

14. Term, suspension, and termination

This Agreement starts when the first Order Form is signed and continues until every Subscription Term has ended. Each Subscription Term, and whether and how it renews, is set out in its Order Form.

Either party may terminate this Agreement or an Order Form by written notice if the other commits a material breach that is not remedied within 30 days of being notified of it, or if the other becomes insolvent or stops carrying on business.

Swelv may suspend access, to the extent reasonably necessary, if continued use would breach the Acceptable Use Policy or threaten the security of the Services or of other customers. Swelv will give notice in advance where practical and restore access once the cause is resolved.

When the Agreement ends, the Customer’s right to use the Services stops and any unpaid fees become due. For 30 days afterwards, Swelv will make Customer Data available for export; it will then delete it as the DPA describes. Clauses 5, 9, 12, 13, 15, and 16 survive the end of the Agreement, together with any other term intended to.

15. Governing law and jurisdiction

The law that governs this Agreement, and any dispute or claim arising out of or in connection with it, follows the Swelv entity the Customer contracts with:

• with Swelv Ltd, the law of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales;
• with {{SWELV_IE_LEGAL_NAME}}, the law of Ireland, and the parties submit to the exclusive jurisdiction of the courts of Ireland;
• with Hammerstone Enterprises, Inc., the law of Delaware, and the parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware;
• with any other Swelv entity, the law and courts stated in the Order Form.

16. General

• Entire agreement. The Agreement is the whole agreement between the parties about its subject matter, and replaces any earlier agreement or understanding about it.
• Assignment. Neither party may assign or transfer the Agreement without the other’s written consent, except that Swelv may transfer it to another Swelv entity on written notice, for example to align the contracting entity with the table in clause 1.
• Subcontracting. Swelv may use subcontractors and remains responsible for their performance.
• Notices. Notices under the Agreement are given in writing to the addresses in the Order Form. Email counts as writing.
• Events beyond control. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than a failure to pay.
• Third-party rights. No one other than the parties may enforce the Agreement, except that Swelv Group Limited may enforce clause 5.
• Changes. Swelv may update this Master Services Agreement by publishing a new version on this page. A change applies to an existing Customer from its next renewal, unless the law requires it sooner or it does not reduce the Customer’s rights.
• Waiver, severability, relationship. A delay in enforcing a right does not waive it. If any term is found unenforceable, the rest remains in force. Nothing in the Agreement creates a partnership, agency, or employment relationship.