Migration Terms

The following sets forth the terms and conditions for data migration and setup of the Software and Administration Services (the “Migration Terms”), including a representative list of documents and data required.  The Migration Terms constitute Services and these Migration Terms constitute “Service Documentation”, under that certain order form between Juniper Square and Client (the “Order Form”), into which these Migration Terms are incorporated.  Capitalized terms used but not defined herein have the meanings set forth in the Order Form, or if not therein defined, the Terms and Conditions.  In the event of any conflict between these Migration Services and the Order Form, the Order Form will control.  Subject to the terms of the Agreement, Client and Juniper Square agree to timely perform their respective responsibilities to ensure the successful migration of Client to the Software and successful delivery of the applicable Administration Services (as defined below). 

Any Client licensing the Software will refer only to the “Software” column below, and Clients purchasing Fund Administration Services or Managed Subscription Services (as applicable and together, the “Administration Services”) will refer to the Software column and the corresponding column for such Administration Service.  For purposes of these Migration Terms as they relate to Administration Services, references to “Juniper Square” will instead refer to JSQ Administrative Services LLC (“JSQ AS”), an Affiliate of Juniper Square, and JSQ AS will be solely responsible for performance under these Migration Terms.

Juniper Square Responsibilities

Software

Fund Administration

Managed Subscriptions

Data Migration

  • Guide data collection process, including to review data and respond to Client questions and provide feedback
  • Normalize and standardize data across data sources
  • Confirm completeness of Client data and perform a one-time import of such data to the Software
  • Configure Software for Client’s accounting, investor reporting, and business needs
  • Provision Client access to the Software

Important limitation: Data migration may happen only once (i.e., one, discrete event vs. loading data files as they become ready).

IT Configuration

  • Purchase and configure SSL (encryption) certificate
  • Facilitate SMTP email integration
  • Assist Client in configuring website subdomain for investor portal and adding login link to Client website

Investment Configuration

  • Set up general ledger, waterfall calculations and expense calculations
  • Set up payments, including configuration of appropriate NACHA files and connecting check-writing services to the Software

Document Migration

  • Limited, one-time upload of legal and offering documents for the entity(ies) licensed in the applicable Order Form

Important limitations:

  • Upload or migration of documents is not included with the license of Software
  • Transcription of data contained within documents is expressly excluded from all Services

Client Responsibilities

Software

Fund Administration

Managed Subscriptions

Provide contact, investment and asset data:

  • Contact details, and any additional contact data fields organized in tabular form, for current and prospective investors and other business contacts
  • Account information for investors, including entity type, mailing address, tax ID, and payment instructions by investment position
  • Email distribution lists (e.g., which investor contacts should receive which types of investment communications and/or access which types of documents)
  • Investor position details, including investor account and ownership details (commitment, contribution, percentage or number of shares)
  • Transaction data, including date, amount, account, description, and type (e.g., capital call, contribution, distribution, investor position, transfer, etc.)
  • Position valuations, including net income, previous year ending capital account balances, current-year net income, position net asset value (“NAV”), NAV per share and / or price per share
  • Asset details, including name, location, type, transaction dates, NAV, ownership information, and other information

Important limitations:

  • All data must be provided in tabular (i.e., spreadsheet) format
  • Asset data must be provided using Juniper Square’s Microsoft Excel template

Optional

Required as available

Contact details only

Provide anticipated closing dates, investor targets and accompanying terms and conditions

Provide offering documents (e.g., offering memoranda, operating agreements, side letters, subscription documents)

Provide finance-related documents (e.g., credit agreements, notes, fee agreements) and asset-related documents (e.g., purchase and sale agreements, appraisals)

Provide accounting records, including financial statements and supporting schedules (e.g., trial balances, general ledger details)

Banking Responsibilities:

  • Provide banking and other payment instructions for Client bank accounts, including routing and account numbers and account types, and provide necessary credentials to Juniper Square personnel
  • Establish Client bank account and other third party accounts (e.g., a check-writing service), if applicable

Migration Responsibilities:

  • Designate and provide access to a Client representative(s) to lead migration process for Client
  • Attend migration calls and respond to accompanying requests / questions from Juniper Square in a timely fashion