Important information

Managed Funds Terms and Conditions

1.  Definitions

The following definitions apply to these terms and conditions.

Account means an account representing an Investor’s investment in a fund issued by a member of Macquarie Investment Management division of the Macquarie Group.

Investor means an Investor in a fund managed by a member of the Macquarie Investment Management division of the Macquarie Group.

Macquarie Group refers to Macquarie Group Limited ABN 94 122 169 279 and its subsidiaries.

Macquarie Managed Funds Online means the electronic service whereby you are able to access information related to an Account.

Password means a series of characters which are issued by us or selected by you to secure access to Macquarie Managed Funds Online . This includes any other form of security measures used for securing communications between parties, authenticating a person or restricting access to a service including public key infrastructure.

Terms and Conditions means these terms and conditions, as amended from time to time.

We, us or our refers to the member of the Macquarie Group that is the issuer of the fund that is the subject of the Account and any other relevant member of the Macquarie Group.

You means the Investor or any person authorised by the Investor to have access to the Account.

2. Access to Macquarie Managed Funds Online

2.1.  You accept these Terms and Conditions each time Macquarie Managed Funds Online is used in conjunction with your Password. These Terms and Conditions apply in addition to any other terms and conditions that may govern your use of Macquarie Managed Funds Online. In the event of any inconsistency between these Terms and Conditions and any other terms and conditions that may apply, these Terms and Conditions prevail to the extent of such inconsistency.

2.2.  You agree:

(a)    to use Macquarie Managed Funds Online only as permitted by us and for a legitimate purpose

(b)    not to interfere with or damage (or attempt to interfere or damage) any code, data or software associated with Macquarie Managed Funds Online

(c)    all rights including intellectual property rights in Macquarie Managed Funds Online, the data and the information contained in Macquarie Managed Funds Online are, as between you and us, owned by us

(d)    you will not contest our right to the intellectual property rights in Macquarie Managed Funds Online or the data and you agree not to do anything to compromise those rights. You accept full responsibility and you indemnify us for any expense, loss or liability incurred as a result of any unauthorised use by you of such things

(e)    to your use of Macquarie Managed Funds Online being monitored (whether by the use of cookies or otherwise) and any resultant information being used, stored and disclosed for our internal purposes or in accordance with applicable custom, law and regulation. Additionally, such information may be transferred to any of our overseas offices or to third parties to process the information on our behalf

(f)     to keep confidential and secure any information or data obtained at any time by using Macquarie Managed Funds Online, and

(g)    to keep each Password secure and will not permit any other person to use any Password or other security measure provided by us to you.

2.3.  You must notify us immediately upon becoming aware of, or suspecting:

(a)    any person, other than you, knows or may use your Password or security measure

(b)     any loss, theft or misuse of a Password or security measure, or

(c)    any other breach of security.

2.4.  We and our respective directors, officers and employees are entitled to assume that any access and operation of Macquarie Managed Funds Online through, or following quotation of, a Password has been made by you, regardless of the true identity of the person accessing and operating Macquarie Managed Funds Online and you unconditionally and irrevocably assume full responsibility for all acts or omissions of any person using a Password.

2.5.  Your ability to access Macquarie Managed Funds Online depends on the continued operation of, among other things, the Macquarie Managed Funds Online portal, your internet connection and your personal computer or other electronic device. A fault, delay or failure of any of these things could result in delay or failure to access Macquarie Managed Funds Online. We are not responsible for any liability incurred in connection with any fault, delay or failure of Macquarie Managed Funds Online or any related infrastructure.

2.6.  To the maximum extent permitted by law, we make no warranty, express or implied, to you concerning Macquarie Managed Funds Online. In particular, and without limiting the foregoing, we do not warrant:

(a)    the correctness, accuracy, reliability or completeness of any information which you may obtain through Macquarie Managed Funds Online

(b)    the merchantability, or fitness for a particular purpose of Macquarie Managed Funds Online, any associated systems, or any information contained in Macquarie Managed Funds Online

(c)    the quality or timeliness of Macquarie Managed Funds Online, any associated systems, or any information contained in Macquarie Managed Funds Online

(d)    the continued availability or uninterrupted access to Macquarie Managed Funds Online or any of its functions, or

(e)    that Macquarie Managed Funds Online will be free of viruses, bugs, trojans or any other harmful coding.

2.7.  In addition to any other undertakings, acknowledgements and representations given under any other agreement with us:

(a)    you undertake to ensure that your use of Macquarie Managed Funds Online  complies with all applicable laws, rules, regulations, practices of exchanges and relevant associations, any agreements with us, and any of our policies which are brought to your attention from time to time

(b)     you acknowledge and agree that:

(i)     Macquarie Managed Funds Online is provided ‘as is’ and is not tailored to your circumstances

(ii)    Macquarie Managed Funds Online does not serve as the basis for your investment decisions and we do not, in providing Macquarie Managed Funds Online to you, act as an advisor or fiduciary for you, and

(iii)   we are not responsible for any liability arising in connection with unauthorised access, inaccuracy or incompleteness of any information accessed through Macquarie Managed Funds Online, and

(c)    you represent and warrant that:

(i)     you have all the rights, authorities, licences and consents to use Macquarie Managed Funds Online, and

(ii)    you will not sell, lease or provide Macquarie Managed Funds Online or any information contained in it to any third party, either directly or indirectly, except as permitted by this Clause 2.

2.8.  In addition to any other indemnities given by you under any other agreement with us, you indemnify and agree to keep us and our respective directors, officers and employees indemnified in full from and against all actions, suits, claims, demands, losses, liabilities, damages, costs, expenses and taxes which may have been, or may be, made or brought against, or suffered or incurred by, us directly or indirectly arising out of, or in connection with, any matters resulting from:

(a)    your use of Macquarie Managed Funds Online, or

(b)    your breach of these Terms and Conditions.

2.9.  To the maximum extent permitted by law, we are not liable to you or any other person claiming through you in contract, tort (including negligence), under statute or otherwise for any loss of profit, revenue or anticipated savings, loss of business opportunity or goodwill, loss of data or recreation of lost data (other than as expressly provided), aggregated or exemplary damages, indirect, special or consequential loss whatsoever arising in relation to:

(a)    the exercise or attempted exercise of our rights, powers or remedies under these Terms and Conditions

(b)    any failure by us to exercise any rights, powers or remedies under these Terms and Conditions

(c)    Macquarie Managed Funds Online (including any systems malfunction or failure, unavailability of service, error in programming or error in or omission from information provided by Macquarie Managed Funds Online), or

(d)    any other event or circumstance beyond our reasonable control.

2.10.  Notwithstanding any other provision of these Terms and Conditions, to the maximum extent permitted by law, our liability to you in respect of all claims, demands, actions or proceedings in contract, tort (including negligence), under statute or otherwise in relation to Macquarie Managed Funds Online or this Clause 2 is limited to the fees paid by you to us in respect of the Investor’s Account.

2.11.  For our protection and your protection, we may immediately suspend any use of Macquarie Managed Funds Online if:

(a)    we have reasonable grounds to suspect that the confidentiality of any Password or security measure has been compromised

(b)    you are in breach of any of your obligations under the Terms and Conditions, or

(c)    we determine that it is necessary to otherwise protect our interests.

2.12.  In addition, we reserve the right to alter the nature, composition and/or availability of Macquarie Managed Funds Online.

3.  Termination

3.1.  We may, in our sole discretion, without prior notice to you, immediately:

(a)    terminate use of Macquarie Managed Funds Online, and

(b)    terminate these Terms and Conditions.

3.2.  If Clause 3.1(a) applies:

(a)    any indemnity granted by you

(b)    the representations and warranties given by you, and

(c)    any exclusion of our liability,

  under these Terms and Conditions will continue to have full force and effect.

3.3.  This Clause 3 operates in addition to any other rights or remedies conferred on us by any other agreement with us or by law.

4. Assignment

4.1.  You must not assign, novate or otherwise transfer the benefit of these Terms and Conditions or Macquarie Managed Funds Online, or any of its respective rights, remedies, powers, duties or obligations under any of the foregoing, without our prior written consent.

4.2.  We may, without reference to you, assign, novate or transfer in all or any part of, these Terms and Conditions, Macquarie Managed Funds Online and any of its rights, remedies, powers, duties and obligations under any of the foregoing.

 

5. Variation

5.1.  We may vary the terms of these Terms and Conditions in our absolute discretion.  We will notify you of any amendment to these Terms and Conditions (although failure to give such notice shall not affect the validity or legality of the variation or amendment).

 

6. Severability

6.1.  Any part of these Terms and Conditions which is illegal, void or unenforceable will be ineffective to the extent only of that illegality, voidness or unenforceability, without invalidating the remaining parts of these Terms and Conditions.

7. Governing law

7.1.  These Terms and Conditions are governed by, and shall be construed in accordance with, the laws of New South Wales.