These terms set out the basis on which the Oxford Risk provides mapping services to Customer as set out in a Mapping Service Order. Together with the Mapping Service Order, these terms and any documents referenced in them form the Agreement between the Parties.
1.1. OR will perform the Mapping Services in relation to the Customer’s Funds.
1.2. The Services shall be provided in accordance with Mapping Service Order as set out in the Appendix.
1.3. The Services shall be carried out in a professional manner with reasonable skill and care.
1.4. The outputs of the Services shall be a risk mapping for each Customer Fund. (“Mapping”) which shall be valid during the Licence Period.
2.1. The Customer shall be responsible as a condition of OR performing the Services for:
2.1.1. Providing full and accurate details in relation the Customer Funds including without limit the details specified in the Appendix;
2.1.2. Updating OR with any changes to the composition of the Customer Funds (i) during the provision of the Services; and (ii) during the Licence Period.
2.1.3. To be responsible for its own compliance with Financial Conduct Authority (and any successor) rules and all other applicable laws.
2.2. Customer shall endeavour to co-operate reasonably with OR in any additional reasonable requirements required in order to perform the Services.
3.1. The “Licence Period” shall be the period of One (1) year from the date when the Mapping Order was authorised and afterwards shall automatically renew on each anniversary of such date and each subsequent anniversary unless earlier terminated.
3.2. The Licence Period shall terminate:
3.2.1. If the Customer fails to inform OR of significant changes to strategic asset allocations (as defined in the Appendix) and subsequently fails to request a refresh of the risk mapping. For the purpose of this licence a significant change will be one that is reasonably likely to trigger a change in the Mapping for such fund.
3.2.2. If the Annual Licence Fee is not paid within 30 days of its due date;
3.2.3. If either party gives the other not less than 30 days’ written notice not to renew the Licence Period prior to the end of the then current Licence Period.
3.3. Where Customer is granted a public licence the following terms apply:
3.3.1 OR hereby grants during the Licence Period a royalty-free, non-exclusive licence to use and display the Mapping and to utilise any other material relating to the Mapping provided by OR (“Material”) in each case in connection with the relevant Customer’s Funds only.
3.3.2 The Mapping may only be displayed exactly as produced by OR and only in relation to the Customer Fund to which it relates. The Mapping shall always be displayed with the notice, badge and disclaimer prescribed by OR as set out in Appendix.
3.3.3 Immediately following the end of the Licence Period, for any reason, the Customer shall remove the relevant Mapping and any Material from any and all media in its possession or control and cease all use of the Mapping.
4.1. All fees are net of any applicable value added or sales tax or any sort of transaction related tax, duty or levy or withholding. Any relevant taxes shall be paid additionally to the fees specified at the applicable rate.
4.2. The Fees are as set out in the Order Form.
4.3. Customer shall pay OR’s invoice within 30 days of the date of the receipt of the invoice.
4.4. Oxford Risk shall email its invoices to the customer’s account department with a copy to Oxford Risk’s day-to-day contact person at the Customer (by email).
4.5. If the Customer fails to pay an undisputed invoice within 30 days interest at the annual rate of 4% above the Barclays Bank plc Base Rate from time to time shall be charged.
4.6. Oxford Risk shall be entitled to increase any of the Licence Fees payable on the start of each renewal term by the higher of (i) 2.5% or (ii) the annual rate of inflation according to the Consumer Prices Index published by the Office for National Statistics (or another reasonably equivalent index in the Territory) at the rate prevailing as at 60 days' prior to the start of the Renewal as notified to the Customer.
5.1. Customer acknowledges and agrees that the Mapping is a tool and a guide and not a substitute for professional advice and the Customer’s responsibility towards its own clients.
5.1.1. Nothing in this Agreement shall limit or exclude either party's liability:
5.1.2. for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
5.1.3. for fraud or fraudulent misrepresentation;
5.1.4. for, wilful misconduct or intentional default; or
5.1.5. for any liability which cannot be limited or excluded by applicable law.
5.2. Subject to the above sub-clause, neither party shall have any liability to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any other indirect or consequential loss arising under or in connection with this Agreement.
5.3. Subject to the above sub-clauses, each party’s total liability to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to twice fees paid and/or payable by the Customer under this Agreement during each Licence Period or £1,000,000 whichever is the lower.
6.1. Each party shall keep secret and shall not, directly or indirectly, without the other party’s prior written consent, divulge or communicate to any third person or entity, or copy or use, for any commercial purpose or otherwise, any confidential or proprietary information of, or provided to it by, the other (or any of their employees or representatives). Confidential information shall include but is not limited to financial information, personal information, or any other data or information that is confidential and/or proprietary in nature (collectively, “Confidential Information”). The provisions of this Confidentiality clause shall not apply to any information to the extent it is not proprietary or confidential or which is or becomes public (other than through any act or omission on the receiving party’s part).
6.2. OR shall not communicate any Confidential Information except as may be necessary for the purpose of this Agreement. OR will ensure that such persons who are necessarily given Confidential Information shall at all times keep that information confidential and comply with equivalent obligations of confidentiality as contained above.
7.1. Together the Mapping Order Form, the Detailed Description of the Fund Mapping Service (Appendix) and the Terms of Service make up the contract for Fund Mapping Services.
7.2. This Agreement (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Subject to the following sub-clause, the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute, controversy or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
7.3. OR warrant that the Mapping and Materials as used in accordance with the Terms of Service shall not infringe any third party’s intellectual property rights.
7.4. Amendments: No variation of or amendment to this Agreement shall bind either party unless made in writing (which, for the avoidance of doubt, excludes e-mail) and signed by both parties.
7.5. Assignment: OR shall not assign, sub-contract, mortgage or otherwise transfer or dispose of this Agreement or any of its rights or obligations under it without the prior written consent of the Customer. The Customer may, without the consent of, but upon notice to, OR, assign any of its rights or obligations under this Agreement to any entity or person it controls or is controlled by or with which it is under common control. In the event that OR sub-contracts any of its obligations under this Agreement, it shall remain liable in respect of its obligations and liabilities under this Agreement and shall be responsible for the acts, omissions and defaults of the sub-contractors.
7.6. Bribery and corruption: Each party shall comply with the terms of the Bribery Act 2010 (as amended) and any equivalent provision in territories applicable to the provision of the Services.
7.7. Relationship of the parties: Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute one party the agent, employee or representative of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other party.
Terms defined in the Mapping Order and Appendix shall have the same meaning in these Terms of Service.
Our risk ratings for funds/portfolios provide an estimate of their risk level. They do not by themselves indicate the suitability of a fund/portfolio for an investor. Overall suitability should be assessed by a qualified financial advisor, taking the investor's financial personality, financial circumstances, and investing knowledge & experience into account.
Portfolio Solution Mappings are valid for one year. Solution mappings are reviewed annually, unless the Customer informs Oxford Risk of significant changes to strategic asset allocations as set out below:
If the combined allocation to risky assets (including but not limited to equities, high yield bonds, property, and commodities) deviates by more than 10% away from the allocation provided to Oxford Risk for a period of more than one month.
Our standard risk estimation methodology is based on the high-level asset allocation of a fund/portfolio, where it is reasonably stable over time.
We therefore require as inputs the long-term strategic or lode-star asset allocation of your funds/portfolios/model solutions. These must be provided at a sufficiently granular level – i.e. a simple split of equities and bonds is not enough.
Our risk model distinguishes between the following:
a) Investment Grade Government Bonds
b) Investment Grade Corporate Bonds
c) High Yield Bonds
a) Developed Market Equity
b) Emerging Market Equity
6. Hedge Funds
We would therefore prefer to receive fund/portfolio allocations per the schema above.
Where such asset allocation data are not available, or they are highly dynamic over time, or the fund/portfolio consist of idiosyncratic assets that cannot reasonably be represented by broad asset benchmark indices, we can instead utilize an alternative methodology.
Our alternative risk estimate methodology requires the historical monthly returns of the fund/portfolio, stretching back for at least three years but ideally ten. An “uncertainty” penalty is applied to short time series. Please note that this alternative methodology is less accurate than our standard methodology and should be only used if absolutely necessary.
Oxford Risk reserves the right not to provide ratings for any fund/portfolio for which we have insufficient data or information, for which we don’t believe we can provide a sufficiently accurate rating due to the substantial inclusion of instruments which cannot be mapped to a sufficiently long-term appropriate index, or for which the allocation is so flexible as to be a poor guide to the future risk levels of the portfolio.
August 9, 2023