Terms and conditions

TERMS AND CONDITIONS OF ACCESS TO AND USE OF THE JFSC PORTALS

The JFSC portals are operated by the Jersey Financial Services Commission.

Access to and use of the JFSC Portals are subject to you continuing to comply with these Terms and Conditions. Your continued access to and use of the JFSC Portals confirms your unconditional agreement to be bound by these Terms and Conditions. If you do not accept these Terms and Conditions you must not access or use the JFSC Portals.

1. DEFINITIONS AND INTERPRETATION

1.1. Definitions

In these Terms and Conditions, unless the context otherwise requires, the following terms have the following meanings.

Administrator means a User who can create other User Accounts in a User Group, assign rights to Users in a User Group and perform other functions with respect to User Accounts in a User Group.

Data Entry Requirements means the data entry requirements for submissions to the Registry specified by the Registrar from time to time.

Data Protection Law means the Data Protection (Jersey) Law 2018.

Guidance Notes means the guidance notes for users of the Registry, available here.

Key Person has the same meaning as provided in Article 1 of the Financial Services (Jersey) Law 1998.

JFSC Portals means together, the myProfile Portal and myRegistry Portal.

We/us/our means the Jersey Financial Services Commission.

myProfile Portal means the technical interface we make available to allow Users to submit personal data to us for the purposes of application for approval to be a key / principal person in accordance with these Terms and Conditions.

myRegistry Portal means the technical interface we make available to allow User Groups to connect to and interact with any or all of the Registers in accordance with these Terms and Conditions.

myRegistry Organisation means an organisation with a User Group.

myRegistry User Group System means the software, systems and facilities that a User Group uses to connect to and interact with the myRegistry Portal.

personal data has the meaning given to it in Article 1 of the Data Protection (Jersey) Law 2018.

Principal Person has the same meaning as provided in Article 1 of the Financial Services (Jersey) Law 1998.

Registrar means the Registrar appointed under the Companies (Jersey) Law 1991.

Registers means each of the Registers which are accessible via the myRegistry Portal and associated data, information, material, applications, systems, functionality, infrastructure, websites or other things designated by us and/or the Registrar to form part of it.

Registry Data means all data of any kind contained in or made available by the Registers.

Supported Browser means the browsers stated to be supported in the JFSC Portals guidance.

Terms and Conditions means these terms and conditions of access to and use of the JFSC Portals and the Registers.

Unauthorised Purpose includes any use that breaches or is inconsistent with applicable law, these Terms and Conditions or that we otherwise determine is unauthorised.

User means anyone with a User Account.

User Account means the user account of a person registered to use myProfile or the Registers and Registry Data by the myRegistry Portal either independently or as part of a User Group.

User Group means the Users of an organisation authorised to use the Registers and Registry Data by the myRegistry Portal under the umbrella of a User Group Account.

User Group Account means the User Account of an Administrator that is used to manage and control access to and use of the Registers and Registry Data by the myRegistry Portal by Users in a User Group.

You/your means (as the context requires):

(a) a User;

(b) a User Group; or

1.2. Interpretation

(a) Words in the singular include the plural and vice versa.

(b) References to one gender include all genders.

(d) A reference to a law (or any provision of it) is a reference to it as amended or re-enacted and includes any subordinate legislation made under it.

(e) A reference to include, includes or including does not limit what else might be included.

(f) A reference to financing statement includes a reference to financing change statement unless the context otherwise requires.

2. ACCESS AND USE

2.1. You will need to register for a User Account in order to access the JFSC Portals. To obtain a User Account you can register via our official website or, if you will be a User in a User Group, ask your Administrator to register for you.

2.2. In order to access the JFSC Portals, you must:

(a) be at least 18 years of age;

(b) use a Supported Browser;

(d) ensure your System is configured correctly, including firewall settings; and

(e) enrol in the MFA Solution; and

(f) meet all other requirements we may specify from time to time to enable you to access and use the JFSC Portals, Registers and Registry Data.

2.3. The MFA Solution is provided by Twilio. Use of the MFA Solution is subject to separate terms and conditions which will be provided by Twilio at the time of registration. We do not have any control over these terms and conditions and will not bear any liability for any claim in relation to your use of the MFA Solution.

2.4. You must promptly update your User Account details and information when it is no longer up to date.

2.5. If you are an Administrator, you must:

(a) ensure that all Users in your User Group are aware of, and comply with, the Terms and Conditions applicable to them;

(b) not allow anyone to access or use a User Group Account other than an authorised User;

(d) promptly de-activate the User Account of any User who is no longer in your User Group; and

(e) ensure that your User Group System or its use does not modify or misuse the Registers or myRegistry Portal functionality in any way.

2.6. Your facilities

You (or your Organisation) must:

(a) provide the equipment, software and connectivity necessary to access and use the JFSC Portals; and

(b) ensure that your system is properly configured and meets all relevant technical and other standards, requirements and guidelines specified by us from time to time.

2.7. Acceptable use

Except as may be specifically authorised by applicable law or approved by us in writing, you must:

(a) only access and use the JFSC Portals, Registers and Registry Data exclusively for your own purposes (or if your use is in the capacity of an agent, employee or representative of a myRegistry Organisation, exclusively for the purposes of that organisation or a client or customer of that organisation) and you represent to us that your use of the myRegistry Portal is duly authorised by that organisation, client and/or customer;

(b) not collect, store or use Registry Data for any purpose associated with the provision, or potential provision of, an information service to any person;

(d) comply with all instructions and guidance given by us and/or the Registrar concerning the JFSC Portals, Registers, Registry Data or any related matter.

2.8. Usage restrictions

Except as set out herein you shall not:

(a) use the JFSC Portals in any unlawful manner, for any unlawful purpose or in any manner inconsistent with these Terms and Conditions;

(b) infringe our intellectual property rights or those of any third party in relation to your use of the JFSC Portals (to the extent that such use is not licensed under these Terms and Conditions);

(c) transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the JFSC Portals;

(d) use the JFSC Portals by automated means or otherwise for the purposes of scraping, extracting or otherwise obtaining any material from the JFSC Portals for use within a third party website or application;

(e) copy, or otherwise reproduce or re-sell any part of the JFSC Portals unless expressly permitted to do so in these Terms and Conditions;

(f) disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the JFSC Portals or attempt to do any such thing; and

(g) rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the JFSC Portals.

2.9. Compliance with laws

You must comply with all laws relevant to your access to and use of the JFSC Portals, Registers and Registry Data.

3. SECURITY

3.1. As a User or a myRegistry Organisation, you must:

(a) comply with all security procedures specified by us and/or the Registrar;

(b) take all reasonable action to protect and maintain the security of, access to and use of the JFSC Portals (including, as regards your choice of passwords, changing passwords and security measures for all email addresses, passwords, access codes, application programming interface (API) keys, secret keys and other information relating to access, authentication or security of the JFSC Portals);

(d) take all reasonable action to ensure that your access to and use of the JFSC Portals (including any data registered in the Registers) will not disrupt or adversely affect the operation of the Registers;

(e) immediately notify us if:

i) you know or suspect that access, authentication or security information has been compromised or any other kind of unauthorised use or security breach has occurred; or

ii) you detect a fault, error or problem in or with the JFSC Portals, Registers or Registry Data.

3.2. Malware

(a) We do not guarantee that the JFSC Portals will be secure or free from bugs or viruses. You should use your own virus protection software.

(b) You must not misuse the JFSC Portals by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the JFSC Portals, the servers on which the JFSC Portals are stored or any server, computer or database connected to the JFSC Portals. You must not attack the JFSC Portals via a denial-of-service attack or a distributed denial-of service attack. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the JFSC Portals will cease immediately.

3.3. You are responsible for all use of your User Account, including any unauthorised use except use that you could not have reasonably prevented.

4. MYREGISTRY FEES

You agree to pay all fees payable for accessing and using the Registers in accordance with the fee scales published by the Registrar from time to time. Unless you agree in advance with us that you will benefit from the regulated service provider election to pay in arrears, payment of relevant fees must be met before a submission can be made to the Register or access is given to relevant Registry Data.

5. PROVISION OF INFORMATION

5.1. You must ensure that all data you provide to us and/or the Registrar or enter on the Registers for any purpose:

(a) is true, complete and correct on the date that it is entered;

(b) is not in any way false, misleading, deceptive or defamatory;

i) provided to us and/or the Registrar; and

ii) used by us and/or the Registrar; and where applicable,

iii) included in the Registers; and

iv) made available as Registry Data,
and that such provision, use, inclusion and availability will not breach or infringe any law or the rights of any person or result in us and/or the Registrar incurring liability to any third party.

5.2. You must promptly provide us and/or the Registrar with any information they request concerning your access to or use of the JFSC Portals, Registers or Registry Data.

6. DEACTIVATION AND SUSPENSION OF ACCESS

6.1. We will temporarily or permanently deactivate your User Account or User Group Account within a reasonable period of time following your written application to us. If you form part of a User Group, your Administrator can deactivate your account.

6.2. We may permanently deactivate your User Account or your User Group Account at any time with or without notice if we know or reasonably suspect that:

(a) you or other Users in your User Group have breached these Terms and Conditions;

(b) you have not fully and properly identified yourself or any relevant User to us;

(d) your myRegistry User Account or User Group Account has been inactive for six months;

(e) you have compromised the integrity or security of the JFSC Portals, Registers or Registry Data; or

(f) your User Account or User Group Account has been used for an Unauthorised Purpose.

6.3. We may deny access to the Registers or suspend its operation in whole or in part to any User or User Group, or generally, at any time.

6.4. In particular, Users who deny or downgrade service to other Users by generating unusually high numbers of daily Registers accesses, whether generated manually or automatically, may be denied access to the Registers temporarily or permanently.

7. MAINTENANCE AND REPAIR OF THE REGISTERS

7.1. The JFSC Portals and the Registers will be maintained or repaired from time to time.

7.2. We will try to provide reasonable notice of any maintenance or repair that we consider is not routine and should be advised to Users.

7.3. You acknowledge that it may not be possible to provide notice in all circumstances and that in no event will we be obliged to provide more than 7 days' notice.

8. MYREGISTRY INTELLECTUAL PROPERTY RIGHTS

8.1. Subject to paying any applicable fees, Registry Data may be downloaded, copied and used in accordance with the conditions in paragraphs 8.3 to 8.6 below.

8.2. Registry Data must not be altered, and its meaning must not be distorted (for example by selective quotation).

8.3. All copies of Registry Data must indicate the date on which it was downloaded.

8.4. All copies of Registry Data must acknowledge that the material has been obtained from the Registers, that copyright in it belongs to us, and that it must not be further reproduced except in accordance with these conditions.

8.5. The material must not be copied or used for commercial purposes other than the inclusion of short extracts in professional advice, unless our prior written permission has been obtained.

8.6. You have no rights in or to the Registers or Registry Data other than such express rights to access and use the Registers and Registry Data as may be conferred by these Terms and Conditions.

9. ACKNOWLEDGEMENTS

9.1. You acknowledge that:

(a) the Registers are public registers and that data entered by you on the Registers will be made available to the public;

(b) as the Registers are User-administered, we and the Registrar are not required to verify the accuracy of any data submitted;

(c) entering personal data on the Registers without being registered under the Data Protection Law may be an offence and you may also be liable to pay compensation;

(d) Registry Data and the Guidance Notes are for information purposes only and do not constitute legal advice and that you should not act on Registry Data without taking legal advice;

(e) all relevant requirements of applicable laws and the Data Entry Requirements must be met before a submission can be made to the Register or access is given to relevant Registry Data;

(f) it is the responsibility of the User submitting data to the Register to verify the accuracy of the data contained within the submission; and

(g) if you breach your obligations under these terms and conditions and someone undertakes actions apparently on your behalf, it may cause loss to others for which you may be liable.

10. PRIVACY

10.1. Our privacy policy and data protection policy apply to your use of the JFSC Portals and the Registers.

10.2. By registering for a User Account and agreeing to these terms and conditions, you will be regarded as having also agreed to the terms of those policies. Please ensure you agree to our privacy and data protection policies before agreeing to these Terms and Conditions.

10.3. Where you share personal data with us as part of a submission to a Register, both parties will be acting as independent data controllers and both parties shall, and shall procure that its employees and agents shall, comply with Data Protection Law when it processes personal data in connection with this Agreement. In this situation, you agree to:

(a) ensure that you have an appropriate legal basis for the transfer of data to us;

(b) ensure that all data subjects are notified, in a manner that complies with Data Protection Law, about the nature of the data being shared, the type of recipient that will be receiving the personal data and the nature of the activities that will be carried out by us;

(c) ensure that the personal data you disclose is accurate and, where necessary, kept up to date in accordance with the Data Protection Law;

(d) respond to requests or notices from data subjects as required as a data controller and, where this relates to our processing, notify the data subject that we are a separate data controller and that the data subject should contact us separately if they wish to send a notice or make a request to us;

(e) notify us without undue delay where you receive a request from a data subject that might reasonably be expected to affect our data processing; and

(f) notify us as soon as reasonably practical (in writing with full details) if you suspect or become aware of any breach of security of personal data, or loss or corruption or deletion of, or damage to personal data which has been shared with us where this has the potential to cause business disruption or reputational damage to us.

11. DISCLAIMER AND LIABILITY

11.1. We and the Registrar make the Registers and Registry Data available without any guarantee, representation or warranty, express or implied, of any kind related to:

(a) the Registers;

(b) the accuracy or completeness of any Registry Data; or

(c) anything done (or omitted to be done) by us and/or the Registrar in the discharge of our duties or anything connected with or relating to our duties.

11.2. You acknowledge and agree that Registry Data and your access to and use of the Registers is on the basis of the:

(a) Registry Data as it is entered by third parties (and accepted by the Registrar in good faith), which may be inaccurate or incomplete; and

(b) actual availability of the Registers, which may not be continuous, uninterrupted and/or error free.

11.3. You agree that if you enter, access or use the Registers or Registry Data:

(a) for an unlawful purpose or an Unauthorised Purpose; or

(b) in a manner that:

i) breaches or infringes the rights of any third party; or

ii) results in us and/or the Registrar incurring any liability to any third party,
you will be liable to indemnify and to hold us and/or the Registrar harmless for any loss suffered by us and/or the Registrar or any liability incurred by us and/or the Registrar caused or resulting directly or indirectly by or in connection with any of the matters referred to in paragraphs (i) and (ii), including any such losses or liabilities that are suffered or incurred as a result of, or in connection with, third party claims made against us and/or Registrar in respect of such matters.

11.4. As a User or a myRegistry Organisation, you agree to indemnify us against any loss, damage, cost, expense, claim, proceeding or liability of any kind that we, the Registrar, Registrar’s personnel or any third party service provider may incur arising out of or in connection with:

(a) your use (including unauthorised use except use that you could not have reasonably prevented) of or access to your User Account or your User Group Account; and

(b) the lawful exercise of our rights under these Terms and Conditions.

12. GENERAL

12.1. Amendments

(a) We may amend these Terms and Conditions from time to time and at any time.

(b) Notification of any amendment will be posted on the JFSC Portals.

(c) Your continued access to or use of the JFSC Portals and/or the Registers after any such notification of amendments are posted on the JFSC Portals will be considered acceptance by you of such amended Terms and Conditions.

12.2. Notice

We may advise or notify you of any matter by any means (including by notice on the JFSC Portals, by telephone, email, or post to any relevant address or number you have provided to us).

12.3. Language

Any communication, notice or document with or submitted to us, the Registrar or Registers personnel must be in English or with an English translation provided unless otherwise permitted under applicable legislation.

12.4. Waiver

The failure to exercise, or delay in exercising, a right, power or remedy provided by these Terms and Conditions or by law shall not constitute a waiver of that right, power or remedy. If a party waives a breach of any provision of these Terms and Conditions, this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision. Any waiver provided by us must be in writing.

12.5. Partial invalidity

If any provision of these Terms and Conditions is unlawful, invalid or unenforceable, this will not affect the legality, validity or enforceability of any other provision of these Terms and Conditions.

12.6. Assignment

These Terms and Conditions are personal to you. You may not assign, transfer, sub-licence, declare a trust of, mortgage, charge or deal in any other manner with these Terms and Conditions, or with any of your rights or obligations under them, without our prior written consent. Any attempted assignment in violation of this Clause is null and void and of no force or effect. Subject to the foregoing, these Terms and Conditions are binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. We may assign or transfer all or any of our rights or obligations under these Terms and Conditions to another part of the Government of Jersey, or as required by operation of law or other governmental order.

12.7. Entire agreement

These Terms and Conditions constitute the entire agreement between the parties in relation to its subject matter. It replaces and extinguishes all prior agreements, collateral warranties, collateral contracts, statements, representations and undertakings made by or on behalf of the parties, whether oral or written, in relation to that subject matter. Each party acknowledges that in entering into these Terms and Conditions it has not relied upon any collateral warranties, collateral contracts, statements, representations or undertakings, whether oral or written, which were made by or on behalf of the other party in relation to the subject-matter of these Terms and Conditions (together “Pre-Contractual Statements”) and which are not set out in these Terms and Conditions. Each party hereby waives all rights and remedies which might otherwise be available to it in relation to such Pre-Contractual Statements. Nothing in this clause shall exclude or restrict the liability of either party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.

13. GOVERNING LAW AND JURISDICTION

13.1. These Terms and Conditions and any dispute arising out of or in connection with them or their subject matter or formation shall be governed by, and are to be construed in accordance with, Jersey law.