Terms & Conditions for NAV Services
This website, www.isedirect.ie, ("Website") is owned and maintained by The Irish Stock Exchange plc., trading as Euronext Dublin ("Euronext Dublin", "we", "us" or "our"), a company registered in Ireland with company number 233947. The registered office and address of Euronext Dublin is 28 Anglesea Street, Dublin 2.
Euronext Dublin is regulated by the Central Bank of Ireland, and authorised as an operator of a regulated market and of multilateral trading facilities under the Markets in Financial Instruments Directive 2017 ("MiFID").
Your use of our Website is governed by our terms and conditions of website use and our content standards and acceptable use policy. We only use your personal information in accordance with our Privacy and Cookie Statement. Please take the time to read each of these, as they include important terms which apply to you.
This page (together with the documents referred to on it, including any additional terms referred to in it) sets out the legal terms and conditions ("Terms") which will apply to the contract between you and us for the provision by us to you of the NAV Submission Services (as defined below). Please read these Terms carefully and make sure that you understand them, before requesting us to provide the NAV Services to you, or submitting NAVs (as defined below) to us. Please note that by submitting NAVs, you confirm and agree to be bound by these Terms and the other documents expressly referred to in them.
You should print a copy of these Terms or save them to your computer for future reference.
We may amend these Terms, from time to time. Please check these Terms each time you submit NAVs to ensure you understand the terms which will apply at that time.
These Terms, and any Agreement between us, are only in the English language.
1. DEFINITIONS AND INTERPRETATION
In these Terms and the Agreement (as defined below):
1. The following terms and expressions shall have the meanings set out below:
“Administrator” means the entity which is responsible for the determination and calculation of the net asset value and/or publication of the NAV per unit;
the "Code" means the code of listing requirements and procedures of Euronext Dublin for the listing of investment funds provided for in Chapters 1 -8 , a copy of which, as amended from time to time, is available at http://www.ise.ie/Products-Services/Investment%20Funds/List-a-Fund/Open%20ended%20rules.pdf?v=1152015,.
"Content" means all the NAV information submitted to Euronext Dublin by the Administrator on your behalf.
“ETF” means an exchange traded Fund being an open ended investment company:
(a) which is an index tracker fund or an actively managed exchange traded fund;
(b) whose securities have been admitted to the Official List of Euronext Dublin and are actively traded on ISE T7, the trading platform of Euronext Dublin, or another trading platform acceptable to Euronext Dublin; and
(c) which is authorised and regulated as a UCITS (or such other regulated product that Euronext Dublin may deem appropriate) from time to time.
"Force Majeure Event" means, in relation to either Euronext Dublin or you any event or circumstance which is not reasonably foreseeable and beyond its reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, inability to communicate with third parties for whatever reason, failure of any computer system, or failure of public or private telecommunications networks (including any mobile phone network), and which prevents or limits the ability of Euronext Dublin or you to meet its obligations under the Agreement;
"Fund" means an undertaking which is a company, unit trust, limited partnership or other entity with limited liability the objective of which is the collective investment of its capital.
“iNAV” means indicative net asset value per unit, upon calculation.
"Listed Fund" means a Fund or sub-Fund, any of whose units have been admitted to listing on Euronext Dublin.
"Main Securities Market" means the principal market of Euronext Dublin for companies from Ireland and overseas. The Main Securities Market is a ‘regulated market’ as defined in Regulation 3(1) of the European Communities (Markets in Financial Instruments) Regulations 2017.
"NAV" means Net Asset Value being the net asset value per unit, upon calculation.
“NAV Services” means the filing and/or publication of NAV’s by us on your behalf, or on behalf of your Listed Fund, to information providers and the general public, in accordance with these Terms.
"Official List" means the list of securities or units admitted to the official list of Euronext Dublin and published daily by Euronext Dublin.
"Organisation" means the Service Provider such as the Administrator who is authorised to submit NAVs to Euronext Dublin on behalf of the listed Fund.
“Registered User” means .any individual or group who completes the Registration process via ISEdirect in order to use ISE NAV Services.
“Service Provider” means any entity appointed to provide services under contract to the Listed Fund.
1.2 Words in the singular shall include the plural, and vice versa.
1.3 The headings in these Terms are for convenience only and shall not affect the interpretation of any provision of the Agreement.
1.4 When we refer, in these Terms, to "in writing", this includes e-mail.
1.5 References to "you" or "your" means the person, acting on behalf of an Organisation, who has submitted NAVs to Euronext Dublin on these Terms, on behalf of a Listed Fund.
2. REGULATORY REQUIREMENTS AND FORMATION OF THE AGREEMENT BETWEEN US
2.1 The submission of an NAV by you to us for filing, publication or distribution shall be deemed to be acceptance by you of these Terms.
2.2 By submitting NAVs to Euronext Dublin both directly, and via an Administrator, (if any) you expressly acknowledge, warrant, represent and confirm to us that the Content is true, complete and accurate in all respects, is non-confidential and non-proprietary and that your Organisation or, where you are an Agent, the Fund on whose behalf you submit the NAV, grants to us an irrevocable, royalty-free, non-exclusive, non-transferable, worldwide licence to:
(a) publish and distribute the Content and/or to sub-licence third parties to publish and distribute it for us or on our behalf;
(b) use any or all of the Content of the NAV submission for the purposes of providing the Services and generating or maintaining databases of Fund information; and
(c) use, copy, distribute, compile, sell and disclose any Content of the NAV submission to third parties in any form, in any media and via any technology we choose for any purpose whatsoever, including for commercial gain.
2.3 All Fund issuers that have classes of units admitted to the Main Securities Market of Euronext Dublin must submit a NAV per class of unit to Euronext Dublin in accordance with the Code). The NAV should be submitted by the Administrator to Euronext Dublin in accordance with these Terms by utilising ISEDirect NAV services immediately upon calculation of the NAV by You.
2.4 You acknowledge that once a NAV has been submitted to Euronext Dublin there will be an obligation on the Organisation to ensure that the Content remains up to date and accurate and you irrevocably undertake and agree to submit and/or amend information immediately when required. Note Euronext Dublin’s Ongoing Obligations” team will be made aware by us of any material changes which you bring to our attention pursuant to these Terms may need to be announced to the Market.
2.5 An actively managed ETF is required pursuant to the code to regularly report and disseminate the iNAV of the Listed Fund at appropriate intervals through a recognised data provider. Euronext Dublin is a recognised data provider for the purposes of NAV publication.
3. PROVISION OF THE SERVICES
3.1 In consideration of the representations, warranties and undertakings given by you to us, Euronext Dublin agrees to provide the Services to you subject to these Terms.
3.2 You warrant and represent to us that you have the full and unfettered power, legal capacity and authority on behalf of the Listed Fund to submit NAVs to Euronext Dublin, and to request Euronext Dublin provide the Services, and to enter into, and perform the obligations set out in these Terms.
3.3 All NAVs must be submitted to Euronext Dublin on your behalf by one of your Registered Users. Registration of a Registered User must be completed by you on behalf of your Fund on Euronext Dublin’s online portal ISEdirect (www.isedirect.ie). Group email addresses of Administrators may be registered, in addition to this, each individual who is registered as one of your Registered Users within a group must also register their individual email address and contact information with us on Euronext Dublin’s online portal ISEdirect (www.isedirect.ie). NAVs cannot be processed by us for you unless received by us from one of your Registered User.
3.4 In the publication of Euronext Dublin-data to websites, information vendors and other secondary information providers, Euronext Dublin does not warrant that the provision of data will be error-free.
4.1 You shall ensure that your password, and any other piece of information which we might provide or issue to you as part of our security procedures, are kept secure and confidential and that access to your password, or any other piece of information, is restricted to you only.
4.2 You shall treat your, password and any other piece of information issued to you by Euronext Dublin as part of our security procedures, as confidential, and you shall not disclose it or them to any third party. We have the right to disable your password, whether chosen by you, or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms.
5.1 We shall not be liable to you or the Fund on whose behalf you submit an NAV, for any delay in performance or non-performance of our obligations hereunder to the extent that such delay or non-performance is caused by a Force Majeure Event.
5.2 In no circumstances (other than circumstances of fraud, dishonesty or wilful misconduct on our part) shall we be liable for damage to reputation, loss of profit, goodwill, business opportunity or anticipated savings suffered by you, the Fund on whose behalf you submit an NAV, or any third party as a result of any misrepresentation or breach of duty by us whether in statute, contract or tort (including negligence).
5.3 Subject to paragraph 5.2, we shall be liable for any loss suffered by you or the Fund on whose behalf you submit an NAV as a result of our breach of duty whether in statute, contract or tort (including negligence) however our liability in such circumstances shall be limited to €150 per occurrence or series of occurrences arising from a single cause.
6. TEMPORARY WITHDRAWAL OF NAV SERVICES
6.1 In the event of a breakdown, fault or malfunction of, or connection to, any system used in connection with the NAV Services, or where there is a real or potential security risk, we shall be entitled, without incurring any liability to you to temporarily suspend the NAV Services or access to the Website for such reasonable period as may be required to remedy, address or resolve the system issue.
6.2 You accept that electronic communications, the internet, telephone lines and other telecommunications media may not be secure and communications via such media may be intercepted by unauthorised persons or delivered incorrectly. In consequence we cannot guarantee the privacy or confidentiality of communications via such media although we will put in place security measures to protect, so far as we are able or as is practicable, these methods of communications.
6.3 From time to time it may be necessary to or desirable for security reasons, maintenance, upgrades or other reasons to make the NAV Services unavailable to you and/or change authentication procedures or processes for accessing the NAV Services and while we will use reasonable endeavours to minimise any inconvenience caused to you, you accept that these events may occur and that we have no liability to you, or the Fund for which you act, in the event of this happening.
7. VARIATION OF THESE TERMS
7.1 The NAV Services on this Website are provided by Euronext Dublin in accordance with these Terms. Euronext Dublin reserves the right to regulate this Website or to change the type, content and scope of the NAV Services and these Terms at any time.
7.2 We reserve the right in our sole discretion to make changes to, impose limits or conditions on your use of, suspend or terminate the NAV Services provided under these Terms, without notice or liability except as required under applicable law.
8.1 We may immediately terminate the Agreement and withdraw the NAV Services without notice if:
(a) you go into liquidation or if you enter into a voluntary arrangement with your creditors or equivalent procedure;
(b) you cease trading;
(c) any representation, warranty or statement made by you to us is or becomes untrue in any material respect;
(d) we must do so in order to comply with any law;
(e) we reasonably believe that the NAV Services have been used negligently, illegally or fraudulently by you, or by a third party as a result of your negligence or recklessness; or
(f) for any reason the agreement made between us constituted by these Terms becomes unenforceable or void.
If we take such action we will immediately give you notice in writing that we have done so.
8.2 The agreement made between us constituted by these Terms does not have a minimum or finite duration and will continue to be binding on the parties until it is terminated. Without prejudice to paragraph 8.1, we may terminate the Agreement on giving two months prior notice in writing to you.
8.3 You may at any time request that we deactivate your password and terminate the agreement made between us constituted by these Terms by giving us not less than 20 business days prior written notice to that effect, but without prejudice to your liability for any outstanding amounts due to us or otherwise prior to the date of such termination.
9.1 All notices to be sent to or from either Euronext Dublin or you in connection with these Terms shall be delivered by letter/email to Euronext Dublin or your address/email address (as the case may be) It shall be your responsibility to notify us in accordance with these Terms of any change of address/email address (as the case may be) by logging onto your account and updating the details appropriately. Notices sent by email shall be deemed to be effective when sent, provided that no notification of non-delivery has been received by the sender. Notices sent by letter shall be deemed to be effective on the second business day after posting.
9.2 If any provision of these Terms are held to be invalid or unenforceable the validity of the other provisions shall not be affected.
9.3 It is acknowledged that:
(a) neither Euronext Dublin nor you or your Organisation have relied on any prior representations when entering into the agreement between us constituted by these Terms; and
(b) these Terms sets forth the entire agreement between Euronext Dublin and you and your Organisation with respect to the subject matter covered by it and that it supersedes all prior communications and understandings whether written or oral between Euronext Dublin and you relating thereto.
9.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
9.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
9.6 These Terms are governed by Irish law, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by Irish law. Both Euronext Dublin and you agree to the exclusive jurisdiction of the Irish courts.