TERMS OF USE

About Cadwyn Capital
This website is authored and operated by Cadwyn Capital LLP (“Cadwyn Capital”).

Cadwyn Capital is registered in England under registration number OC310938 and has its registered office at 167-169 Great Portland Street, 5th Floor, London, W1W 5PF, UK. Cadwyn Capital is authorised and regulated by the Financial Conduct Authority (“FCA”) under registration number 432985. Cadwyn Capital was established in 2005.

Use of This Website
Cadwyn Capital grants you limited rights to use this website. Your rights to use this website apply to every page of this website and are subject to your agreement to abide by these Terms of Use in their entirety including the Privacy Notice and Regulatory Disclosure. You may not violate or attempt to violate the security of this website. You may not use this website to damage Cadwyn Capital’s name or reputation.

By using this website, you have indicated that you accept these terms and conditions and that you agree to abide by them. If you do not agree to these terms and conditions, please refrain from using this website. If for any reason any part of these Terms of Use is deemed to be unenforceable then the remaining terms shall not be affected.

When using this website, you must comply with all applicable local, national and international laws and regulations, including those related to data privacy, international communications and exportation of technical or personal data. It may be illegal to download the information contained on this website in certain countries and Cadwyn Capital and its affiliated companies disclaim all responsibility if you download any information from this website in breach of any law or regulation of the country in which you reside.

No Offer or Solicitation
Nothing on this website should be considered an offer to buy or sell any security, regardless of whether those securities are currently being offered to others. Offers to invest in any private investment vehicles managed by Cadwyn Capital or its affiliates will only be made pursuant to a confidential offering memorandum and other applicable documents.

The information provided on this website is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Cadwyn Capital or its affiliates to any additional registration requirement within such jurisdiction or country.

The distribution of the information contained in this website in certain countries may be restricted by law and persons who access it are required to inform themselves and to comply with any such restrictions. This information does not constitute an offer or solicitation in any jurisdiction. Prospective investors should inform themselves as to applicable legal requirements, exchange control regulations and taxes in the countries of their citizenship, residence or domicile, including by contacting their own legal and tax advisors.

This website is published solely for informational purposes and has no regard to the specific investment objectives, financial situation or particular needs of any person or entity. You should not rely on this website as a basis for any investment decisions. Information contained herein is current as of the date of publication and is believed to be reliable. Opinions reflect a judgment as of the date of publication, and, whilst given in good faith, are subject to change without notice. The information contained in this website is not intended to constitute, and should not be construed as, investment advice. Potential investors in any investment vehicle managed by Cadwyn Capital should seek their own independent financial advice.

An application for shares, limited partnership interests or units in any of the investment vehicles managed by Cadwyn Capital or its affiliates should only be made having read fully the relevant prospectus or offering memorandum (together a “Prospectus”) and subscription documentation. It is your responsibility to read such Prospectus and by making an application you will be deemed to represent that you have read such Prospectus and agree to be bound by its contents. Potential investors must refer to the Prospectus, not this website, for information on applicable investment offerings.

You should note that, if you choose to invest in any Cadwyn Capital investment product, your capital will be at risk and you may therefore lose some or all of any amount that you choose to invest.

Intended Recipients
United Kingdom

The funds managed by Cadwyn Capital are not recognised collective investment schemes for the purposes of the Financial Services and Markets Act 2000 of the United Kingdom (the “FSMA”). The promotion of these Funds, the distribution of the prospectuses of these Funds and access to this website by persons in the United Kingdom is accordingly restricted by law.

The Prospectuses and website may be issued only to persons who are authorised under the FSMA or to persons who are of a kind to whom these Funds may be promoted by virtue of section 4.12.1 of the FCA’s Conduct of Business Sourcebook.

In particular, any investment or investment service to which this website or any Prospectus relates is not intended for persons who are retail clients and will not be made available to retail clients. Many of the protections provided by the United Kingdom’s regulatory regime will not apply to investments in these Funds, including access to the Financial Ombudsman Service and the Financial Services Compensation Scheme.

This website and the information contained in it constitutes a financial promotion for the purposes of FSMA and the FCA Rules.

United States

Any shares and partnership interests of a private investment vehicle managed by Cadwyn Capital have not been and will not be registered under the 1933 Act, the Investment Company Act of 1940 (the “1940 Act”), or the securities laws of any of the States of the United States. The Shares may not be offered, sold or delivered directly or indirectly in the United States or to or for the account or benefit of any “US Person” as defined in Regulation S under the 1933 Act except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and any applicable State laws. The Funds have not been and will not be registered under the 1940 Act since Shares will only be sold to United States persons who are “qualified purchasers”, as defined in the 1940 Act. There has not been and will not be any public offering of the Shares in the United States.

Certain Investment Risks
Any portfolio risk management processes discussed on this website include an effort to monitor and manage risk, but should not be confused with and do not imply low risk or the ability to control risk. Investment in any private investment vehicle carries substantial risk. References to investment philosophy, investment objectives, target returns or other goals Cadwyn Capital seeks to achieve in managing an investment product are aspirational. There can be no assurance that the investment objectives of any vehicle or account managed by Cadwyn Capital or its affiliates will be achieved and investment results may vary substantially over time. Investment in any Cadwyn Capital investment product is not intended to be a complete investment programme for any investor. Investment in any private investment vehicle managed by Cadwyn Capital or its affiliates is intended for experienced investors who are able to understand and accept the risks involved. Past performance is no guide to or guarantee of future performance, which may vary materially.

Nothing contained on our website constitutes investment, legal, tax or other advice, nor is it to be relied upon when making investment or other decisions. The information on our website is provided solely on the basis that you make your own investment decisions. You should obtain relevant and specific professional advice before making any decision to enter into an investment transaction. Persons considering investing in a vehicle managed by Cadwyn Capital or its affiliates should read the risk disclosures in the relevant Prospectus.

Your Personal Data
Any personal data that we collect and process about you in relation to your use of this website will be done in accordance with our Privacy Notice that can be found on this website. This includes details of how calls you make to us may be recorded in order for us to comply with our legal and regulatory obligations.

If you are an individual, the Privacy Notice applies to Cadwyn Capital’s processing of your personal data. If you are acting on behalf of a company, the Privacy Notice applies to Cadwyn Capital’s processing of any personal data that you provide to us or that we otherwise process in connection with the products and services that Cadwyn Capital provides to you.

Your obligations in respect of your personal data

You must ensure that any personal data that you provide to the Cadwyn Capital is accurate and up to date, and that you promptly notify Cadwyn Capital if you become aware that it is incorrect.

In respect of any personal data relating to a third-party individual that you provide to the Cadwyn Capital, you must:

(A) have satisfied a statutory ground under applicable data protection laws permitting you to transfer the relevant personal data to Cadwyn Capital for it to use in accordance with the Privacy Notice;

(B) have notified the third-party individual that you are providing their personal data to Cadwyn Capital and explained the reasons for this;

(C) draw the attention of the third-party individual to the Privacy Notice; and

(D) promptly notify the third-party individual of any changes to the Privacy Notice that Cadwyn Capital notifies to you.

If you are acting on behalf of a company, you must take reasonable steps to notify your employees, officers (and their associates, including family members), trustees, and beneficial owners that Cadwyn Capital may process their personal data in connection with these terms and conditions and the products and services that Cadwyn Capital provides under them. You must also draw their attention to the Privacy Notice.

Intellectual Property and Copyright
The entire content of this website is subject to copyright with all rights reserved. The copyright, trademarks and all similar rights of this website and the contents, including all information, graphics, code, text and design, are owned by Cadwyn Capital. Nothing on this website should be construed as granting any licence or right in relation to any of our trademarks or any third party.

Third Party Websites
Any links to third party websites are provided solely for convenience and Cadwyn Capital does not accept responsibility for the content of such site nor the products, services or other items offered through that site.

Cookies
Cadwyn Capital may obtain information about your general internet usage by using a cookie file which is stored on the hard drive of your computer for the purposes of systems administration and statistical analysis. Cookies contain information that is transferred to your computer’s hard drive and help Cadwyn Capital to improve this website and to deliver a better and more personalised service to you, including by storing information about your preferences, when and how you navigate around the website, the documents you download from the website and to recognise you when you return to this website.

You may refuse to accept cookies by activating the setting on your browser which allows you to refuse the setting of cookies. However, if you select this setting, you may be unable to access certain parts of this website. By accepting these terms and conditions, unless you have adjusted your browser setting so that it will refuse cookies, you confirm that you consent to cookies being issued by Cadwyn Capital’s system when you visit this website.

No Warranty
This website, including information and materials contained in this website, text, graphics, software, links and other items are provided “as is,” “as available”. To the extent permitted by applicable laws and regulations, Cadwyn Capital does not warrant the accuracy, adequacy, completeness, timeliness or availability of the information and data contained in this website, and expressly disclaims liability for errors or omissions in this website. There is no warranty of merchantability, no warranty of fitness for a particular purpose, no warranty of non-infringement, no warranty of any kind, implied, express or statutory, in conjunction with this website.

To the extent this website contains any links or references to websites operated by third parties, those references are to be used for your convenience only. Cadwyn Capital has not verified the accuracy of the contents of any third party websites.

Limitation of Liability
To the extent permitted by applicable laws and regulations, in no event will Cadwyn Capital be liable for any damages, including, without limitation, direct or indirect, special, incidental, or consequential damages, losses or expenses arising in connection with this website or use or misuse thereof or the inability by any party to use such website, or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if Cadwyn Capital, or representatives thereof, are advised of the possibility of such damages, losses or expenses.

Indemnity
As a condition of your use of this website, you agree to indemnify and hold harmless Cadwyn Capital and its affiliates, and the partners and employees of Cadwyn Capital and its affiliates from and against any and all liabilities, claims, damages, losses or expenses, including legal fees and expenses, (together, “Losses”) arising out of your access to or use of this website, save to the extent that Cadwyn Capital may not exclude or limit its own liability for such Losses pursuant to applicable laws or regulations.

Law and Variation
This website is established in England by Cadwyn Capital in accordance with and shall be governed by, and your browsing in and use of this website shall be deemed acceptance of, the laws of England and Wales. A condition of using this website is that in the event of any dispute or proceeding you irrevocably submit to the exclusive jurisdiction of the English Courts and waive any objection to proceedings in such courts on the grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum.

Cadwyn Capital may revise these terms and conditions at any time by amending this page. You are expected to check this page from time to time to take notice of any changes Cadwyn Capital makes, as they are binding on you.

These terms constitute a legally binding agreement between you and Cadwyn Capital. Each time you use this website, a condition of use is that you comply with the above terms. If you disagree with these terms or any updates made to these terms, your sole and exclusive remedy is to discontinue use of this website. Your unauthorized use of this website or its contents is strictly prohibited and may subject you to legal action.

© Copyright 2022, Cadwyn Capital LLP. All rights reserved.