Terms & Conditions
By agreeing to use JANA’s Platform (powered by Dasseti), you acknowledge and agree to the following terms and conditions related to JANA’s Personal Collection Notice and Platform Registration.
Personal information collection notice
JANA will collect your name, place of work and contact details and may collect other personal information about team members of the entity you represent (Entity) when you:
- register as a user on the website through which JANA collects information (Platform); and/or
- respond on behalf of the Entity to our research queries or other questionnaires issued by JANA.
In some circumstances, if personal information is not provided, our research may be incomplete, or we may have difficulty recommending your Entity’s services to our clients.
We may provide your personal information, or the personal information of certain individuals employed or working for the Entity to regulators if required under relevant law or regulation from time to time.
We will use and share the information we collect about your use of the Platform with third parties, including the Platform provider, for the purpose of providing and administering the Platform and improving the services we offer.
JANA holds information including personal information it collects in different ways including in paper form and using cloud or other types of networked or electronic systems on servers located in Australia. JANA employs security protocols and take steps designed to prevent unauthorized access
Some of JANA’s clients to whom we provide information may be located outside of Australia.
You can contact us about these matters at email@example.com
By registering as a user and/or providing responses to JANA’s questionnaires or research team on behalf of the Entity you represent, you confirm that:
- You have read and understood this Personal Information Collection Notice (Notice);
JANA Platform: terms and conditions
Current as at 25 October 2023
Your access to and use of the Platform, and JANA’s collection of data is subject to the following terms and conditions (Terms).
If you are in any doubt about any of this information, please contact us (see details in Term 17).
In these Terms,
- “Confidential Information’’ means any and all proprietary and confidential data or information of a party or any of its affiliates exchanged between you and JANA in connection with the Platform. The Confidential Information shall include, without limitation, all forms and types of financial, business, technical, economic, competitively sensitive information, personal information of the disclosing party, proposals, patterns, plans, compilations, discoveries, ideas, concepts, know-how, techniques, formulas, blueprints (including, without limitation, diagrams, explanation, examples, analogies), designs, prototypes, processes, procedures, codes, software, marketing plans, financial plans, financial analysis, business plans, strategies, personal information, or any other documentation, password and server logins, data or material related to disclosing party’s business and/or technologies.
- “Entity” means the entity you represent that provides (only as applicable) investment management, custodial or other financial services in respect of a managed investment scheme or other financial product;
- “JANA”, “we”, “us”, or “our” means JANA Investment Advisers Pty Ltd ABN 97 006 717 568 of Level 9, 255 George Street, Sydney NSW 2000;
- “Platform” means the web-based platform available at https://dasseti.jana.com.au/ that utilises software, apps and interfaces provided by, and is managed on JANA’s behalf by, Dasseti, Inc.;
- “User Content” means all documents, texts, data, graphics, images and other content you upload to, enter on, or submit via the Platform.
- “you” or “your” means the individual using the Platform, acting as a representative (e.g. employee, director, contractor, agent) of the Entity.
1. ACCESS AND AUTHORISATION
Once your user access is approved and you are granted access to the Platform, you will get access to features and tools available on the Platform and questionnaires issued by JANA that your Entity is invited to respond to.
By clicking on the “Submit” button, or accessing or using the Platform, you acknowledge and agree that:
- you are authorised by your Entity to access the Platform and are doing so as a representative of that Entity;
- you have read and agree to be bound by these Terms, and any reasonable directions given by us from time to time which apply to your access to, and use of, the Platform;
- subject to these Terms and your compliance with them, you are granted with a non-exclusive, non-transferable, limited license to use the Platform, and to access to general functions and information on the Platform within the limits set forth in these Terms and on the Platform;
- entering into these Terms does not guarantee continued access to the Platform for any period of time. We are entitled, in our reasonable discretion, to block, suspend or terminate your access to the Platform with immediate effect if:
- due to reasons beyond our reasonable control, we are unable to offer the Platform;
- we reasonably believe that our legitimate business interests will be damaged, or an adverse effect on JANA, you, another user or person will be caused by:
- your breach of these Terms, which we reasonably believe is not capable of remedy; or which, if capable of remedy, has not been rectified within the reasonable period requested of you by JANA;
- an information and/or cyber security threat;
- you are responsible for the security of your account access details on the Platform and agree to take commercially reasonable steps to keep your password confidential;
- Although security standards as set out in Term 8 are applied to the Platform JANA does not guarantee absolute security of your account on the Platform.
2. CONFIDENTIALITY, PERMITTED USE AND DISCLOSURE OF INFORMATION
You acknowledge and agree that the information you submit via the Platform, including Confidential Information:
- is collected and will be used by JANA for its investment research and client advisory activities, and you consent on behalf of your Entity to JANA using information contained in responses to questions for these purposes; and
- is accessible to Dasseti, Inc on a confidential basis, for the purposes of it offering and administering the Platform.
You may decide whether or not you participate in a questionnaire and submit information about your Entity or financial products associated with it. You cannot modify responses to questionnaires once they are submitted without prior discussion with your JANA contact. In some circumstances modification after submission may not be possible.
Subject to use and disclosure agreed pursuant to these Terms, each party agrees that in receiving Confidential Information it will treat and regard each item constituting the disclosing party’s Confidential Information as strictly confidential and wholly owned by the disclosing party and will not, without prior written consent of the disclosing party, for any reason, communicate to any third party, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, reproduce, copy or misappropriate, or permit to its employees or agents to do any of the above with respect to all or any part of the disclosing party’s Confidential Information.
Either party may also disclose the Confidential Information where the information is required by law or order of court to be disclosed to any court, tribunal, government authority, regulatory body, or stock exchange.
The obligations of confidentiality will not apply to information which the receiving party can prove: (a) was known to receiving party before receipt from a disclosing party; (b) is or becomes a matter of public knowledge through no fault of receiving party; (c) is rightfully received by receiving party from a third party which owes no obligation of confidentiality to the disclosing party; or (d) is independently developed by the receiving party without use of any confidential information of the disclosing party.
3. INTELLECTUAL PROPERTY
Subject to the terms of this Term 3, all intellectual property rights in the Platform and its contents (including all information, material, software, images, photographs, graphics, streaming audio and streaming video) are owned or licenced by Dasseti, Inc and/or JANA, including ownership of all intellectual property rights in any enhancements, together with any materials or documents derived from such enhancements.
We acknowledge that your Entity owns the User Content you submit. You or your Entity grants to JANA and its officers, employees, and agents) a non-exclusive, perpetual, royalty-free and irrevocable licence of the intellectual property in the User Content about your Entity and investment management team submitted in response to questionnaires for the purpose of JANA using the information in connection with its business including the provision of the Platform and associated services.
You must not exploit any intellectual property rights in the Platform or the content on the Platform in any way except as expressly permitted on the Platform or as authorised by JANA in writing.
Nothing in these Terms affects the ownership of JANA’s or your Entity’s intellectual property in existence prior to use of the Platform.
4. USER CONTENT
Each user of the Platform assumes all responsibility for the User Content that they submit on the Platform or shares with other users of the Platform.
By uploading and sharing User Content to the Platform you represent and warrant that you and/or your Entity:
- are/is the sole and exclusive owner or has rights to use and make available all User Content that you make available via the Platform;
- have all rights, titles, licenses, and permissions to grant the rights in such User Content, as provided in these Terms;
- grant JANA the right to use, copy, manipulate, create derivative works, create, use anonymous/ aggregate data and disclose the User Content as necessary to its clients and in accordance with these Terms;
- the User Content made available by you does not violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, and will not result in the violation of any applicable law or regulation; and
- you will not knowingly or recklessly transmit any viruses, worms, Trojan horses, or other malicious codes during the course of transmitting your User Content.
JANA does not own or control the User Content and does not make any representation or warranty as to the accuracy, completeness, integrity or quality of any User Content. If you correspond with any other User via the Platform, you must verify with whom you are interacting and make your own judgement in relation to that user’s User Content.
5. RESTRICTIONS ON USE
You agree to use the Platform solely for the use and benefit of your Entity. In addition, you agree not to knowingly or recklessly do any of the following regarding your use of the Platform:
- use the Platform for any illegal purpose or to perform criminal activity of any kind;
- damage, disable, overburden or impair the Platform, or interfere with any other party’s use and enjoyment of the Platform;
- attempt to gain unauthorised access to Platform or associated services provided via the Platform, including computer systems or networks connected to the Platform by any means;
- modify, reproduce, duplicate, copy, sell, resell, exploit or create derivative works from any portion of the Platform, use of the Platform, or access to the Platform without the express written permission from JANA, which will be subject to the terms agreed with Dasseti, Inc;
- upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages via the Platform;
- make available any materials containing viruses, bots or other code, files or programs designed to interfere, hinder or impair the operation of any computer, telecommunication equipment or software;
- violate third party rights, including, without limitation, those of JANA, or other users of the Platform and/or cause harm in any way;
- collect and store personal information of other users of the Platform without their proper authorisation;
- create unauthorised links to the Platform, or frame of any information contained on the Platform. JANA reserves the right to disable any unauthorised links or frames.
In addition, you agree to:
- comply with all reasonable written requests made by JANA (or its agents or suppliers) to protect relevant contractual, statutory and common law rights in the Platform and content on the Platform; and
- notify JANA in writing promptly upon becoming aware of any unauthorised access or use of the Platform by any party or of any claim that the Platform infringes upon any intellectual property, contractual, statutory or common law rights.
6. LINKED SITES
The Platform may contain links to third party web sites that are not owned or operated by JANA (“linked sites”), or linked sites may contain links to the Platform. The linked sites are not under the control of JANA and we are not responsible for the content of any linked site. JANA makes no representations regarding the content or appropriateness of content on such sites. When you access a linked site from the Platform, you leave the Platform and you do so at your own risk. You are responsible for viewing and complying with the terms and conditions posted on the linked site.
Save to the extent that any liability cannot be excluded or limited under applicable law, all liability of JANA, its officers, employees, and agents to you or any other person for costs, claims, liabilities, losses, expenses or damage of any kind (Loss) (however caused, including by negligence) arising from or relating in any way to your User Content or your access to and/or use of the Platform, or the availability of the Platform or any content, is excluded except in circumstances of JANA, its officers, employees, and agents’ material breach of these Terms, willful misconduct or fraud.
Under no circumstances will JANA be liable for Losses (a) that arise from the provision of services not specified in these Terms; or (ii) in the nature of special or consequential or indirect Losses, including without limitation, loss of profits, loss of goodwill, loss of reputation or loss of business opportunity arising under or in connection with the Platform and these Terms.
The Platform is hosted on Amazon Web Services and data uploaded to the Platform is physically segregated from other clients of Dasseti, Inc.
Dasseti, Inc conducts regular software updates, bug fixes, vulnerability scans and penetration tests to endeavour to maintain conformance of the Platform to international security standards OWASP and WASC. However, the internet is not a guaranteed secure medium and communications to and from the Platform may be intercepted or altered in transit. Whilst JANA and Dasseti, Inc use measures designed to protect such information, neither warrant that the Platform will at all times be free from anything which may interfere with the information or damage any computer or other device which accesses the Platform or any data on such computer or other device. To the extent permitted by applicable law, we make no warranty:
- in relation to the reliability, suitability or availability of the Platform or its contents;
- that access to the Platform or its contents will be secure, uninterrupted or error-free;
- that errors or defects within the Platform or its contents will be able to be corrected; or
- that the Platform will operate with any other hardware, software, system or data.
You agree to observe and maintain the confidentiality of all security features relating to use of the Platform as notified to you from time to time. JANA will not be liable for your unauthorised breach or disclosure of the security features.
You agree we are not responsible for any interference or damage to your computer system which arises in connection with, or because of, your use of the Platform which is beyond our reasonable control.
If we become aware of any data breach of your personal information we will notify you in accordance with legal requirements.
10. GOVERNING LAW
These Terms will be construed according to and are governed by the laws of New South Wales, Australia. You agree that all proceedings relating to this Platform, and the contents of the Platform, shall be maintained exclusively in the courts of the New South Wales.
These Terms will inure to the benefit of and be binding upon each of JANA and its successors and assigns and related persons, and Entity administrators, successors, permitted assigns, and personal representatives.
You may not assign these Terms or rights and obligations under these Terms without the express prior written consent of JANA, which may be withheld in its sole discretion, acting reasonably. JANA may assign these Terms and its rights and obligations under these Terms without your consent with reasonable advance notice.
From time to time, JANA may change these Terms. Accordingly, please continue to review the Terms whenever accessing or using this Platform. Where the change may cause material detriment to you, and where it is reasonable for us to do so, we will give you advance notice of the change on the Platform. Your use of this Platform, or any service on this Platform, after the changes to the Terms come into effect will constitute your acceptance of the changed Terms. If, at any time, you do not wish to accept the Terms, you should not use this Platform.
You may terminate these Terms with or without cause at any time and effective immediately. You may terminate by discontinuing use of the Platform. These Terms will automatically terminate if JANA terminates your access to the Platform in accordance with the Terms or if termination is reasonably necessary for reasons beyond JANA’s reasonable control. Otherwise, JANA will endeavour to give you reasonable advance notice of termination.
Terms 2, 3, 7, 9 and 10 shall survive the termination of these Terms.
14. ENTIRE AGREEMENT
The Terms constitute the entire agreement between you and JANA with respect to your use of the Platform and its contents. Once accepted by you, these Terms supersede all prior representations, agreements, statements and understandings between you and JANA in relation to the subject matter of these Terms. Each party must do all things and execute all further documents reasonably necessary to give full effect to the Terms.
A waiver by either party of a breach of the Terms will not be regarded as a waiver of any other breach. A failure by either party to enforce a provision of these Terms will not be interpreted as a waiver.
Each clause of these Terms shall be read as separate so that if any clause is void or unenforceable for any reason, it will be ineffective to the extent of the prohibition or unenforceability. That will not invalidate the remaining Terms.
If you have any questions about these Terms, or need to notify us of any matter in accordance with these Terms, you can contact JANA’s Head of Legal, Risk & Compliance at:
Phone: +61 2 9221 4066
Post: Level 9, 255 George Street, Sydney NSW 2000
Without limiting the methods by which a notice or other communication may be given at law, a notice or other communication required under these Terms is properly delivered if it is prominently displayed on the Platform or transmitted by email to your email address.