eServices Terms of Use
eServices Terms of Use
1
Scope of these Terms of Use
1.1
These Terms of Use set out the rules governing your access to and use of 'eServices' and 'Phoenix’, the web-based platforms operated by the Maples Group and located at https://www.mapleseservices.com/ and https://phoenix.maples.com/ respectively (together the "Portals"). Further information concerning the Portals can be found on the Maples Group’s website at https://maples.com/en/Services/Entity-Formation-and-Management-Services/.
1.2
By accessing and using either or both of the Portals (including any of their features/functionalities that point to URLs that differ from those that are set out in paragraph 1.1 above), you confirm that you accept and agree to comply with these Terms of Use. If you do not agree to these Terms of Use, you must not access or use the Portals. We recommend that you print a copy of these Terms of Use for future reference.
2
Access to the Portals
2.1
Access to the Portals is strictly discretionary, and the Maples Group is free to decide, in relation to any person whomsoever, at any time and at its sole discretion, whether or not to grant access to the Portals, revoke any previously granted access to the Portals, or vary the extent to which access to the Portals is granted.
2.2
If and to the extent the Portals are made available to a client of the Maples Group, only the relevant client's Authorised Users (as defined below) may access the Portals upon being issued a user name, password, PIN, and other credentials (including, where applicable, any one-time password or passcode generated using a multi-factor authentication tool) required to access the Portals and the Contents (as defined below) (collectively "Authentication Credentials").
2.3
You can be an Authorised User only if:
(a)
your business is a client of the Maples Group, and your business has appointed you as a person who is permitted to access the Contents through the Portals; or
(b)
your business acts as a service provider to a client of the Maples Group, and the relevant client has requested that access to the Contents through the Portals be granted to you in your capacity as a service provider to that client,
provided that a member of the Maples Group has agreed to grant you with access to the Portals. The Maples Group reserves the right to refuse to provide you with access to the Portals, revoke your access to the Portals, or vary the extent to which you may access the Portals, at any time at its sole discretion.
2.4
If you are an Authorised User and would like to be issued with Authentication Credentials, or if you would like to become an Authorised User, please reach out to your usual Maples Group contact.
3
Responsibility for the operation of the Portals
3.1
Where the Portals are made available to your or your client’s business, only the Maples Group entities which have contractually agreed to make the Portals available to your or your client’s business will be responsible for providing access to the Portals and the Contents.
3.2
If you are not sure which particular Maples Group entities are responsible for the operation of the Portals in the context of access granted to your (or your client's) business, please reach out to your usual Maples Group contact.
4
Contents available through the Portals
4.1
Through the Portals, you can view, print, and download various documents, records, and information relating to the entities within your (or your client's) business that receive services from the Maples Group (collectively the "Contents").
4.2
The Contents vary depending on the context, but may include, without limitation:
(a)
core entity information, including the capital structure of your (or your client's) business;
(b)
registers of directors, officers, managers, shareholders, interest holders, and partnerships relating to your (or your client's) business;
(c)
constitutive documents, including by-laws, operating agreements, memorandum and articles of association, and partnership agreements relating to your (or your client's) business;
(d)
minute book documents, including certificates, resolutions, and board and shareholder minutes relating to your (or your client's) business;
(e)
to the extent your (or your client's) business is domiciled in the British Virgin Islands ("BVI"), operative and financial information in respect of your (or your client's) business as required to be provided in connection with economic substance and/or annual returns of you (or your client); and
(f)
such other documents and records as the relevant Maples Group entity may agree to make available to your (or your client's) business through the Portals.
4.3
The Maples Group reserves the right at any time to change or remove the Contents, in part or whole, temporarily or permanently, at its sole discretion, and without giving any notice.
4.4
The Contents are provided for your information purposes only, and you rely on the Contents at your own risk. Neither the Contents nor any other statements made on the Portals must be construed as providing any advice, and must not be relied upon in making or refraining from making any decision in relation to your (or your client's) business, whether for the purpose of investment, tax planning, or otherwise.
4.5
To the extent the Contents include links to other websites that are not controlled by the Maples Group, such links are provided for your information only and should not be interpreted as approval or endorsement by the Maples Group of those linked websites or any information available through such websites. The Maples Group accepts no liability or responsibility whatsoever for any other sites which may be accessed through the Contents that are not controlled by the Maples Group.
4.6
The Portals may include information and materials uploaded by third parties or other users of the Portals. This information and these materials have not been verified or approved by the Maples Group. The views expressed by third parties or other users on the Portals do not represent the views or values of the Maples Group.
5
Data submission through the Portals
5.1
Depending on the nature of the services in connection with which the Portals are made available, and the role you play within your business (or the role you play in relation to your client’s business), the Portal may grant you access to functionality which allows you to submit various information relating to your business (or your client’s business) ("Data Submission Functionality").
5.2
For example, where your (or your client's) business is domiciled in the BVI and regulatory filings are required in relation to economic substance reporting or annual financial returns, you may be granted access to the Data Submission Functionality to submit the relevant information the Maples Group needs to collect from your business (or your client’s business) in order to record or perform such filings on behalf of your business (or your client’s business).
5.3
If and to the extent you are granted access to the Data Submission Functionality, you will be solely responsible for ensuring the accuracy, currency, reliability, relevance, completeness, suitability, and timeliness of the information you submit thought the Portals using the Data Submission Functionality.
6
Privacy of personal information handled through the Portals
6.1
Any personal information the Maples Group handles through the Portals will be handled in accordance with the applicable data protection law as well as the Entity Services Portal Privacy Notice, which explains what types of personal information are handled, why and how in connection with the operation of the Portals.
6.2
The Entity Services Portal Privacy Notice can be found on the Maples Group's website at https://maples.com/privacy. A link to it is also provided within the log-in pages of the Portals.
7
Warranties and liabilities in relation to the Portals and the Contents
7.1
Please note that the Portals as well as the Contents are provided strictly on an 'as is' and 'as available' basis. While the Maples Group makes every effort to maintain the Portals and the Contents, the Maples Group does not make or give any representation, warranty, or guarantee of any kind whatsoever in relation to the Portals or the Contents, whether express or implied at law (to the extent permitted by the applicable laws). Maples does not offer any support for configuring your devices, operating system, software and/or other information technology to access the Portals and/or the Contents.
7.2
Without limiting the generality of paragraph 7.1 above, the Maples Group does not give any representation, warranty, or guarantee in relation to any of the following:
(a)
the functionality, compatibility, accessibility, availability, or responsiveness of the Portals;
(b)
the absence of error or defect in the Portals or the Contents;
(c)
the security or confidentiality of connection to the Portals;
(d)
the absence of viruses, Trojans, worms, and other malware or harmful components in the Portals or the Contents;
(e)
the availability of the Contents in specific language, files types, or format;
(f)
the accuracy, currency, reliability, relevance, completeness, suitability, timeliness, or non-infringement of the Contents; or
(g)
the accuracy, currency, reliability, relevance, completeness, suitability, or timeliness of any information submitted through the Portals using the Data Submission Functionality,
each to the maximum extent permitted by the applicable laws.
7.3
Unless expressly agreed otherwise in any agreement, no member of the Maples Group will in any way whatsoever be bound by or be liable for the Portals or any of the Contents, including in relation to any grant of access to the Portals, any refusal to grant access to the Portals, or any change to or removal of the Portals or the Contents.
8
Intellectual Property Rights in the Portals and Contents
8.1
To the maximum extent permitted by the applicable laws:
(a)
all of the rights, titles, and interests (including all patent rights, rights in inventions, copyrights, moral rights, design rights, rights in trademarks, database rights, rights in trade secrets, and all other rights that are analogous or ancillary to such rights; collectively "Intellectual Property Rights") in or to the Portals and the Contents vest in and remain with the Maples Group, or the relevant third party licensor, as applicable; and
(b)
nothing in these Terms of Use, the Portals, or the Contents should be construed as granting to you or your (or your client's) business any right, title, or interest (including any Intellectual Property Rights) in or to the Portals or the Contents.
8.2
You may be able to create and/or upload documents and other contents ("User-Generated Contents") on the Portals. You are solely responsible for your conduct on the Portals and any User-Generated Contents (including its accuracy and completeness) that you submit, upload or display while using the Portals. You warrant that you own or hold all necessary permissions, licences and/or consents to submit, upload and share such User-Generated Contents onto the Portals. By submitting the User-Generated Contents to the Portals, you grant to the Maples Group a perpetual, worldwide, non-exclusive, royalty-free, transferable licence to use the User-Generated Contents in accordance with the functionality of the Portals.
9
Restriction on use of the Portals and the Contents
9.1
You must not access the Portals and the Contents unless you are an Authorised User (see Section 2 above).
9.2
If you become an Authorised User pursuant to paragraph 2.3(a) above, you may access and use the Portals only for the purposes and in the capacity for which you are authorised to access and use the Portals by your business.
9.3
If you become an Authorised User pursuant to paragraph 2.3(b) above, you may access and use the Portals solely in your capacity as a service provider to the relevant client, and not in any other capacity.
9.4
If you are an Authorised User, you must:
(a)
take all reasonable precautions to prevent the unauthorised or improper use or access to the Portals and the Contents, including, without limitation, by keeping the Authentication Credentials issued to you secure and refraining from sharing them with any other person;
(b)
ensure that your devices, operating system, software and/or other technology are configured in a suitable way to access the Portals and/or the Contents;
(c)
ensure that the device you use to access the Portals is securely protected and uses virus protection software;
(d)
not circumvent or attempt to circumvent the access control and other forms of security control that apply to the Portals, or otherwise obtain or attempt to obtain unauthorised access, through whatever means, to the Portals and the Contents;
(e)
not engage or attempt to engage in any activity which in any way adversely affects the operation or availability of the Portals or the Contents, whether through introduction of viruses, Trojans, worms or other malware, denial-of-service attack or a distributed denial-of service attack, social engineering, or otherwise. You understand that a breach of this provision may be a criminal offence and the Maples Group may take all such actions as it considers necessary or appropriate at its sole discretion on suspecting such activity, including but not limited to suspending your account and notifying the relevant authorities;
(f)
immediately notify the Maples Group's information security team by emailing [email protected] if you become aware of anything which puts, or could potentially put, the security of the Portals or the Contents at risk in any way (for example, you suspect that your Authentication Credentials were compromised, you learn that your colleague who was also an Authorised User has left your business, you learn that documents relating to your business are accessible through the Portals to someone who is not an Authorised User, and so on);
(g)
treat all of the information you learn by accessing the Portals (including any information which forms part of the Contents, as well as any information you deduce by using the Contents) as confidential and refrain from disclosing the same to any person who is not an Authorised User in relation to your (or your client's) business, unless:
(i)
that person is permitted by the Maples Group to learn such information;
(ii)
that person is permitted by your business to learn such information (if you became an Authorised User pursuant to paragraph 2.3(a) above);
(iii)
that person is permitted by the relevant client of the Maples Group to learn such information (if you became an Authorised User pursuant to paragraph 2.3(b) above);
(iv)
the information in question is in or enters the public domain other than by breach of these Terms of Use; or
(v)
you or your (or your client's) business is compelled to disclose the information in question by law or by order of a court of competent jurisdiction or any other regulatory authority or governmental body having jurisdiction over you or your (or your client's) business.
(h)
promptly notify your usual Maples Group contact, to the extent permitted by the applicable law, if you or your (or your client's) business is compelled to disclose any information in circumstances where sub-paragraph (g)(v) above applies;
(i)
promptly notify your usual Maples Group contact if you become aware of any issue which adversely affects the quality of the Contents (for example, you notice that the records relating to your or your client's business uploaded to the Portals are inaccurate, incomplete, or outdated);
(j)
not alter, reverse engineer, disassemble, decompile, or copy the Portals or the Contents in part or whole, or otherwise do anything which infringes or might infringe the Intellectual Property Rights in the Portals or the Contents owned by the Maples Group or the relevant third party licensor;
(k)
not assign, sublicense, or otherwise do anything else which results in, or could be construed as, granting to any third party any right, title, or interest (including any Intellectual Property Rights) in or to the Portals or the Contents in breach of these Terms of Use;
(l)
not link, combine, or merge the Portals or the Contents, in part or whole, with or into any other computer programmes or websites, whether through the use of API or otherwise;
(m)
not disrupt, damage, interfere with, or otherwise do anything which in any way adversely affects the operation of the Portals; and
(n)
not upload any User-Generated Contents that is or may be: (i) abusive, defamatory, libellous, pornographic, obscene, threatening or represents an invasion of privacy; (ii) infringing or misappropriating the Intellectual Property Rights of any third party; or (iii) illegal in any way or that advocates, encourages or promotes any illegal activity.
10
Changes to these Terms of Use
10.1
The Maples Group reserves the right to revise these Terms of Use from time to time, for example, to reflect the changes in the applicable law or the way in which the Portals are operated. You should review the Terms of Use on a regular basis. By continuing to use the Portals, you will be deemed to accept any changes made to these Terms of Use. If you require an explanation for changes made to these Terms of Use, please reach out to your usual Maples Group contact. These Terms of Use were most recently updated on 4 April 2024.
11
Consequences of breach of these Terms of Use
11.1
If you breach any provision of these Terms of Use, the Maples Group may take all such actions as it considers necessary or appropriate at its sole discretion.
11.2
Actions the Maples Group may take in response to breach of these Terms of Use against you personally or against your (or your client's) business include, without limitation, the following:
(a)
temporarily or permanently revoking access to the Portals by your (or your client’s) business;
(b)
temporarily or permanently revoking your Authentication Credentials or otherwise varying the extent to which you can access the Portals and/or the Contents;
(c)
bringing the breach to the attention of those within your business who have managerial responsibility over you (if you were granted access to the Portals pursuant to paragraph 2.3(a) above);
(d)
bringing the breach to the attention of your client (if you were granted access to the Portals pursuant to paragraph 2.3(b) above); and
(e)
applying for injunction to compel you or your (or your client's) business to take, or refrain from taking, specific actions.
12
Conflict
12.1
To the extent that there is any conflict between these Terms of Use and the provisions of any service agreement between your (or your client’s) business and the Maples Group in respect of the Portals (for example, a service agreement pursuant to which the Portals are made available), that service agreement shall prevail and take precedence.