Terms & Conditions of Use
This website (the “Website”) is provided by Naya Capital Management UK Limited and its affiliates (“Naya” and hereinafter also referred to as “we” or “our”). Naya Capital Management UK Limited is registered as a private limited company under Company number 07775443 with its registered office at 5th Floor, 103 Mount Street, London, United Kingdom, W1K 2TJ.
Naya Capital Management UK Limited is authorised and regulated by the Financial Conduct Authority of the United Kingdom and is also registered as an investment adviser in the United States by the Securities and Exchange Commission (“SEC”). SEC registration in no way implies a certain level of skill or expertise or that the SEC has endorsed the company.
By accessing or using this Website, you accept and agree to comply with these Terms and Conditions of Use (“Terms”) and have read and accepted the terms of our Privacy Policy which sets out how Naya uses certain types of personal data. These Terms are a binding agreement between you and Naya, and govern your access to and use of this Website, which includes any text, graphics, user interfaces, information, data, tools, products, services and other content (collectively, the “Content”) available on or through this Website. If you do not agree to these Terms, you are not permitted to use this Website. You may contact Naya by e-mail at [emailprotected] with any questions about these Terms.
1. Use of this Website
Naya grants you a limited right to use this Website. Your right to use this Website is subject to your agreement to abide by these Terms in their entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of this Website. We may revoke your right to use all or any portion of this Website at any time and for any reason. You may not violate or attempt to violate the security of this Website.
If for any reason any part of these Terms is deemed to be unenforceable then the validity of the remaining terms shall not be affected. All disclaimers, terms, conditions as set out in this Website shall form part of these Terms.
2. Intended Recipients
This Website is not directed at, or intended for use by, any person in any jurisdiction or country where such communication or use would be contrary to local law or regulation.
In the United Kingdom (“UK”), this Website is directed only at persons who are, as applicable: (i) investment professionals within the meaning of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“FP Order”) or Article 14 of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 (the “PCIS Order”); (ii) high net worth companies and certain other entities falling within Article 49 of the FP Order or Article 22 of the PCIS Order; (iii) capable of being categorised as professional clients meeting the criteria laid down in Annex II of the Markets in Financial Instruments Directive 2014/65/EU (“MiFID II”) as it forms part of the law of the UK; or (iv) any other persons to whom such communication may lawfully be made. It must not be used, or relied upon, by any other persons.
The Website is not intended for distribution in the United States or for the account of US persons (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”)) other than to persons who are “qualified purchasers” (as defined in the United States Investment Company Act of 1940, as amended (the “Company Act”)) and/or “accredited investors” (as defined in Rule 501(a) under the Securities Act).
3. No Offer or Solicitation
This Website and the information set forth therein is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to purchase any security or investment product or service (“Investment”) in any jurisdiction. In particular, this Website is not intended as marketing of any alternative investment fundor any member state of the European Economic Area (“EEA”) for the purposes of the EU Directive 2011/61/EU on Alternative Investment Fund Managers, as amended and implemented in the EEA and the same as it forms part of the law of the UK.
4. Nature of the Content
The Content is intended only for information purposes and convenient reference and is not intended to be complete. It is not intended to provide, and should not be relied upon, for investment, accounting, legal or tax advice. You should consult your own financial, tax, legal, accounting or other advisors about the issues discussed on this Website. The Content may not be suitable for all investors.
Users of this Website should be aware that Naya is not acting for, or advising them, and is not responsible for providing them with the protections available under the UK regulatory system. Compensation will not be available from the UK’s Financial Services Compensation Scheme.
The information contained on this Website has not been verified independently. Although the Content is believed to be correct and accurate at the time of publication, Naya makes no representation or warranty as to the accuracy or completeness of any such information or content.
5. Certain Risks
Investing entails certain risks, including the possible loss of the entire capital invested. The Investments and services of Naya may entail substantial risks and may not be suitable for certain or all investors. An Investment may expose you to a significant risk of losing all of the property or other assets invested. Some, but not all, of these risks will be contained in the relevant prospectus or offering memorandum. Potential investors should familiarize themselves with these risks and obtain advice from their own financial, accounting, legal, tax and other advisors and only make investment decisions based on the investor’s own objectives, experience and resources.
6. Limitations of Liability
Naya assumes no responsibility or liability for the correctness, accuracy, timeliness or completeness of the Content, for any viruses contained in, or attached to, this Website or for any loss, damage or lost opportunities resulting from the use of the Content.
To the maximum extent permitted by applicable law or regulatory requirements, neither Naya nor any of its affiliates, members, directors, employees or other representatives shall be liable for any errors, inaccuracies or omissions on this Website or for any loss or damage resulting from its use, whether caused by negligence or otherwise. This limitation of liability includes any damages, losses, costs, claims, liabilities or expenses arising out of or in connection with the use of this Website howsoever arising (whether under contract, tort, statute or otherwise arising). This limitation of liability shall apply to all damages, losses, costs, claims, liabilities and expenses of any kind whether direct or indirect and consequential, including (but without limitation) any indirect, special, indirect or consequential damages arising out of or in connection with the access of, use of, performance of, browsing in or linking to other sites from the Website, legal costs or expenses, direct loss of profit, direct loss of anticipated savings, loss of data, indirect loss of profit, indirect loss of anticipated savings, loss of revenue, loss of business, loss of use of money, loss of opportunity or loss of or damage to property and/or any wasted expenditure and third-party claims.
7. Indemnification
As a condition of your use of this Website, you agree to indemnify and hold Naya harmless from and against any and all claims, losses, liability, costs and expenses (including but not limited to legal fees) arising from your use of this Website, or from your violation of these Terms.
8. Third Party Websites
Any links to third-party websites are provided solely for your convenience and do not constitute any endorsem*nt, partnership, joint-venture, sponsorship or approval of the materials appearing in such sites. Naya accepts no responsibility for the content of such third-party websites.
9. Intellectual Property and Copyright
The entire content of this Website is subject to copyright and intellectual property rights of Naya with all rights reserved. The Content may not be redistributed in whole or in part, stored in a retrieval system, modified, linked into, republished, uploaded, transmitted in any form or by any means electronic or mechanical, or by photocopying, recording or otherwise without the express prior written permission of Naya.
The names, logos, or identifying marks relating to the products and services of Naya are proprietary trademarks/ service marks and may not be used in any way without express prior written consent of Naya. If you download or print out a hard copy of individual pages and/or sections of the Website, you may not remove any copyright or other proprietary notices.
10. Investment Performance
You should note that investments do involve risk and past performance is not a guide to future performance. The value of and income from any investment may go down as well as up, and returns on any investment are not guaranteed. Tax reliefs may change as per the UK budget from time to time, as they have done previously, and rates of exchange may cause the value of investments to go up or down.
11. Recording and monitoring of communications
We may record and monitor telephone conversations and electronic communications with you for the purposes of:
- ascertaining the details of instructions given, the terms on which any transaction was executed or any other relevant circ*mstances;
- ensuring compliance with our regulatory obligations; or
- detecting and preventing the commission of financial crime.
Copies of recordings will be stored for a period of five years, or such other longer period as we may determine from time to time.
12. Cookies
We may send text files (e.g., “cookies” or other cached files) or images to your web browser to store information on your computer. Such text files and images are used for technical convenience to store information on your computer. For instance, we may use a session cookie to store form information that you have entered so that you do not have to enter such information again. We may use information stored in such text files and images to customize your experience on this Website and to monitor use of this Website. You may set your browser to notify you when you receive a cookie. Many web browsers allow you to block cookies. If you do block cookies you may not be able to access certain parts of this Website. You can disable cookies from your computer system by following the instructions on your browser or at www.allaboutcookies.org.
You may have certain rights under applicable data protection laws which may include the right for you to receive a copy of the personal information we hold about you. For a copy of your personal information please write to us at the address provided below. We may charge you a nominal fee for complying with such a request in accordance with applicable law. In addition, you may have a right to request personal data provided on this Website is corrected, blocked or deleted if the data is factually incorrect, incomplete or irrelevant for the purposes described in these terms and conditions.
If you have any questions about the use of personal information, please contact us at [emailprotected].
13. Severability
In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms (such determination shall not affect the validity and enforceability of any other remaining provisions). When used in these Terms the words ‘includes’, and ‘including’ shall be deemed to be followed by the phrase ‘without limitation’.
14. Amendments to these Terms
We may update and modify these Terms from time to time. Such modifications shall be effective immediately upon posting to this Website. You should review this page from time to time to take notice of any modifications we make.
15. Law and Jurisdiction
These Terms and any and all disputes or claims arising out of or in connection with them (whether contractual or non-contractual) shall be governed by and shall be construed in accordance with English law. All disputes arising out of or in connection with these Terms (whether contractual or non-contractual) shall be subject to the exclusive jurisdiction of the English courts. 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.
