Website Terms

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE.

BY USING THIS SITE YOU ACCEPT THE TERMS AND CONDITIONS SET OUT BELOW.

Terms Conditions

This is a communication issued by Nova Capital Management Limited (“Nova”). This website (“Site”) is operated by Nova Capital Management Limited and these Terms and Conditions apply to this Site (www.nova-cap.com) only. In these Terms and Conditions, the terms “Nova”, “we”, “us” or “our” refer to Nova. The terms “you” or “your” refers to the viewer or user of this Site.

Further information about us is set out below.

IMPORTANT NOTICE:

This Site is targeted at authorised financial institutions and intermediaries, and at either “exempt” investors that are investment professionals or high net worth entities that are business users located in the United Kingdom (“Targeted Users”). This Site cannot be guaranteed to comply with the requirements of other systems of law or regulation. If you are not a Targeted User or if you are a consumer (as such term is understood in English Law), a member of the general public or if you are located outside of the United Kingdom, please do not access or otherwise use this Site.

Please read the Terms and Conditions of Website Use (“Terms and Conditions”) together with our “Privacy Policy” and “Cookie Policy” carefully before using this Site. These Terms and Conditions set forth the legally binding terms and conditions that govern your access to and use of this Site and the information, material, data and/or content of all types (including, without limitation, numbers, text, plans, graphs, drawings, audio and video) on this Site provided by Nova (collectively, the “Content”).

These Terms and Conditions may be updated by us at any time and may be subject to change without prior notification. Every time you wish to use our Site, please check these Terms and Conditions to ensure you understand them in the form that apply at that time. By accessing any page of this Site, you agree to and are bound by the Terms and Conditions (including, but not limited to, our Privacy Policy and Cookie Policy), and agree to and accept in full any such changes without any recourse for their not having been notified to you. By agreeing to these Terms and Conditions, you have agreed that Nova cannot be held responsible for any misinterpretations that you may make in accessing this Site and Content contained herein.

We may update and change this Site from time to time at our sole discretion. We may also at any time suspend or withdraw this Site and it is not guaranteed to be available at all times.

YOUR CONTINUED USE OF THIS SITE (INCLUDING, BUT NOT LIMITED TO, AFTER ANY SUCH MODIFICATIONS) IS CONFIRMATION THAT YOU HAVE READ, UNDERSTOOD AND ACCEPTED THESE TERMS AND CONDITIONS AND SHALL CONSTITUTE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AS MODIFIED. IF YOU DO NOT AT ANY TIME AGREE TO THE TERMS AND CONDITIONS AS IN FORCE AT THE TIME OF USE, THEN PLEASE DO NOT USE THIS SITE AND EXIT THIS SITE.

THE CONTENT CONTAINED IN THIS SITE DOES NOT CONSTITUTE INVESTMENT ADVICE OR A PERSONAL RECOMMENDATION OR ANY OTHER FORM OF ADVICE AND/OR RECOMMENDATION, WHETHER LEGAL, TAX OR OTHERWISE. ALTHOUGH THIS SITE MAY INCLUDE INVESTMENT-RELATED INFORMATION, NOTHING ON THIS SITE IS A RECOMMENDATION THAT YOU PURCHASE, SELL OR HOLD ANY SECURITY OR OTHER INVESTMENT, OR THAT YOU PURSUE ANY INVESTMENT STYLE OR STRATEGY. WE DO NOT AND WILL NOT GIVE ANY ADVICE OR MAKE ANY REPRESENTATIONS THROUGH THIS SITE AS TO WHETHER ANY SECURITY OR INVESTMENT IS SUITABLE FOR YOU OR WILL BE PROFITABLE. YOU SHOULD OBTAIN RELEVANT AND SPECIFIC PROFESSIONAL ADVICE AND CHECK THE ACCURACY OF ALL RELEVANT INFORMATION BEFORE MAKING ANY INVESTMENT DECISION.

NOVA WILL NOT TREAT ANY USER OF THIS SITE AS ITS PARTNER, CLIENT, AND/OR CUSTOMER BY VIRTUE OF YOU ACCESSING THIS SITE.

Content and Uses of the Site

This Site is directed at and intended for use by authorised financial institutions and intermediaries, either “exempt” investors that are investment professionals or high net worth entities falling within articles 19 or 49 of the FSMA (Financial Promotion) Order 2005 and deemed to meet the relevant qualifying investor categories as defined in the FCA’s Conduct of Business (“COBS”) Rules and categorised as Professional Clients and Eligible Counterparties. Please be aware that Nova is not authorised to deal with private individuals or private investors deemed to be Retail Clients as defined by the FCA’s COBS Rules. This Site is not directed at members of the general public or retail investors. If you are not a person or entity at whom this Site is directed, please exit this Site and do not use it.

All Content contained within this Site is for information purposes only and reflects Nova’s opinions only at the date of their communication. The information is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of the Content on this Site.

All Content, including trademarks, service marks, trade names, trade dress, logos, copyrights and/or other intellectual property, displayed on this Site is owned, controlled or licensed to Nova or where appropriate its current or past portfolio companies unless otherwise indicated. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

The Content on this Site is not intended to be, should not be construed as, and does not constitute a personal recommendation and/or advice relating to legal, taxation, investment or any other matters. In no circumstances should the Content be regarded as constituting an offer by Nova to enter into any contract and/or agreement nor is it a solicitation of an offer to enter into any contract and/or agreement.

Nova never seeks to promote investment in particular opportunities on this Site, nor to promote collective investment schemes. This site is intended only to give information as to Nova, its history, operation, team of professionals and current portfolio of investments.

Although we make reasonable efforts to update the information on our Site, we make no representations, warranties or guarantees, whether express or implied, that the content on our Site is accurate, complete or up to date.

If you wish to complain about any Content, please contact us on info@nova-cap.com.

Copyright

The copyright and proprietary and/or other intellectual property rights in any Content displayed on this Site are exclusively the property and copyright of Nova or where appropriate its current or past portfolio companies, unless otherwise recorded. Any Content on this Site is provided for personal use only and may not be stored, reproduced, modified, distributed, transferred, compiled and/or disassembled (other than for the purposes of interoperability) without the express prior written authority of Nova.

Nova grants you a limited, revocable, nonexclusive and non-transferable right to view, store, bookmark, download, copy and print a single copy of pages and any Content from the Site for your personal and non-commercial use only. Unless you receive written permission in advance from Nova, you may not exploit any of the Content commercially, forward it as a mass distribution, or post it on another site.

If you download any Content from this Site, you agree that you will not remove or obscure any copyright or other notices or legends contained in any such Content. You may not alter or modify the Content in your copies. You must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of Content on our site must always be acknowledged (except where the content is user-generated).

Site Access

While Nova endeavours to ensure that this Site is normally available 24 hours a day, Nova will not be liable if, for any reason, this Site is unavailable for any period of time.

Access to this Site may be suspended temporarily or permanently and without notice. If you have accessed this Site through the use of a hyperlink from another website, Nova does not accept any liability or responsibility for the accuracy of information contained in the sites of other providers that may have links to any part of this Site or to whom this Site might be linked.

Links

This Site may contain hyperlinks to other websites, which are provided for your information only. By clicking on such a hyperlink, you will be able to leave this Site. The linked sites are not under the control of or operation of Nova, and Nova is not responsible for, does not endorse or make any representations about, and accepts no liability whatsoever for the content of any website that you access from such a hyperlink or for any reliance placed by you or any other person on the accuracy information and contents contained therein. Any such website may be subject to its own disclaimers and copyright restrictions, and you should satisfy yourself before accessing the relevant pages of this Site or other websites. Nova accepts no responsibility whatsoever for any failure by you to observe the foregoing. Nova provides these links to you only as a convenience, and the inclusion of any hyperlink does not imply an endorsement by Nova of such website.

You may link from a website owned by you to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.

We reserve the right to withdraw linking permission without notice.

The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy.

If you wish to link to or make any use of content on our site other than that set out above, please contact info@nova-cap.com.

Our responsibility for loss or damage suffered by you

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

By continuing to use or access this Site, you agree to the exclusion except as in the previous paragraph by Nova and/or any of its representatives of any liability, including without limitation any liability arising from any liability, loss, costs or any other financial disadvantage or damage, whether direct, indirect, punitive, special, incidental or consequential, in respect of or in connection with any errors and/or omissions by Nova and/or any of its representatives and/or any relevant third parties in respect of the Content or this Site, including but not limited to any matter arising out of or in connection with any access, use (or inability to use) or the distribution of this Site or any Content obtained through use of this Site, save for any liability that is imposed by the FSMA. This exclusion applies and will continue to apply even if Nova and/or any of its representatives has been advised of the possibility of such claims, liabilities, costs, damages, disadvantages or losses.

While Nova endeavours to ensure that the Content in this Site is correct and up to date, no warranty, express or implied, is given to its accuracy, and Nova and its directors, employees, agents and representatives do not accept any liability for error or omission. Reliance placed on any Content and/or communication contained herein is solely at your own risk.

Nova accepts no fiduciary duties to the reader of Content and in communicating such Content is not acting in a fiduciary capacity. Neither Nova nor any of its directors, employees, agents and representatives shall have any liability, howsoever arising, for any error or incompleteness of fact or opinion in it or lack of care in the preparation or publication of such Content. All statements and opinions are made as of the date of the relevant Content and are not held out as applicable thereafter. This Site may include from time to time statements that are based on Nova’s current opinions, expectations and/or projections. Nova and/or any of its representatives undertake no obligation to update or revise any such statements.

Any communication or other content that you send to us through the Internet or by electronic mail or otherwise is, and will be deemed, to be non-confidential by you (although not necessarily by us) and Nova shall have no obligation of any kind with respect to such content. Nova will be free to use, for any purpose, and without compensation due or payable to you, any ideas, concepts, know-how or techniques provided by you to Nova through this Site.

The Content of this Site is based on sources of information believed to be reliable but not independently verified. However, save to the extent required by applicable legislation, no guarantee, warranty or representation, whether expressed and/or implied is given as to its accuracy or completeness. Nova and any of its representatives do not accept any liability or responsibility in respect of the Content or any views on the Content expressed herein.

This Site may contain opinions and/or commentaries that constitute or contain forward-looking statements. Such statements may include, without limitation, current comments, opinions, expectations, projections and/or assumptions underlying any such statements with respect to, among other things, the operations and performance of our businesses. You can identify these forward-looking statements by the use of words such as “aim”, “outlook,” “believe,” “expect,” “potential,” “continue,” “may,” “should,” “seek,” “approximately,” “predict,” “intend,” “will,” “plan,” “estimate,” “anticipate” or the negative version of these words or other comparable words.

Such forward-looking statements, by their very nature, involve inherent and unknown risks, uncertainties, both general and specific, and other factors which may cause the actual results, financial condition, performance or achievement, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Given these uncertainties and risks, you are cautioned not to place any undue reliance on such forward-looking statements. You must consider such risks as a number of important factors and risks could cause actual results to differ materially from any comments, opinions, expectations, projections and/or assumptions expressed or implied in such forward-looking statements. Nova disclaims any obligation and undertakes no obligation to update or revise any such forward-looking statements or any such statement to reflect future events or developments except as may be required by applicable laws. Any Content on this Site is subject to change without notice and is provided for information purposes only. Such data may be based on historical data or information provided by third parties.

Investment Risk Warning

The Content contained herein may relate to an alternative investment fund (“AIF”) for the purposes of the EU Alternative Investment Fund Managers Directive (2011/61/EU) and may only be marketed in the UK in accordance with the Alternative Investment Fund Managers Regulations 2013 (the “AIFMD UK Regulations”). To the extent that it relates to AIFs, they will be classified as a “third country AIF” under the AIFMD UK Regulations. The promotion of the AIF may only therefore be made in compliance with the UK national private placement regime for the purposes of Article 50 of the AIFMD UK Regulations.

This requires amongst other things, the manager of the AIF and the funds to be marketed into the UK to be registered with the FCA and the promotion of the AIF to be in compliance with the UK financial promotion restrictions in s.21 and s. 238 of the Financial Services and Markets Act 2000 (whichever is relevant).

To the extent that the Content relates to AIFs or Non-Mainstream Pooled Investments (“NMPIs”), including Unregulated Collective Investment Schemes (“UCIS”) as defined by FSMA, such schemes are intended for a specific qualifying category of investor who have the financial understanding and experience to accept and deal with the risks associated with such an investment and promotion of such schemes may only be made to such persons that fall within Article 14 (“Investment Professionals”) or Article 22 (“High Net Worth Companies”) of the FSMA 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 or to any other person to whom such promotion would be lawful under chapter 4.12 of the FCA’s COBS Rules. (“Eligible Persons”) Unless you are an Eligible Person, you should not read or act upon any Content contained herein that relates to any such scheme.

Such schemes are not available to the general public and retail investors and would be offered and sold only pursuant to the Private Placement Memorandum relating to a specific scheme and available only to non-retail investors who are Eligible Persons.

You should be aware that there are significant and specific risks associated with any investment in such schemes and that there is no official market for buying and selling interests in such schemes. Therefore, your attention is drawn to the fact that it may be difficult for any interest in such schemes to be sold or for you to obtain reliable information as to the value of such schemes or to the extent of the risk exposure. Consequently, such schemes are intended solely for those investors that are Eligible Persons and who are categorised as a Professional Client and/or Eligible Counterparty as defined under the FCA Rules and that can accept the underlying risks associated with such schemes.

Investment Performance

If and to the extent that this Site contains Content that relates to the performance of any investments, you are reminded that past performance should not be seen as an indication or a guarantee to future performance, and no representation or warranty, express or implied, is made regarding future performance and/or returns. Investment in any financial instrument, security and/or asset involves risk and may include potentially the loss of capital. The value of investments and income derived from them can fall as well as rise, and investors may not get back the amount originally invested. Your attention is drawn to the fact that any Content contained herein that relates to an investment may not have been verified or audited by an independent third party. No assurances may be construed that any stated or implied investment objectives might be achieved by any investment.

Material Interests

Nova or a director or an employee of Nova may from time to time have a personal investment or may have undertaken a personal transaction or may engage or have engaged in transactions on behalf of Nova’s clients, in any security or financial instrument referred to herein or in any related securities and financial instruments. In addition, Nova, acting as investment manager, adviser and/or arranger, may, on behalf of its clients and to the extent permissible by applicable statute and/or regulation, have invested in and/or seek to invest in partnerships, territories, financial instruments and/or investments contained in this Site. As a result, the user of this Site should be aware that Nova may have a conflict of interest that could affect the objectivity of any Content.

Restrictions: On Offer, Solicitation and Distribution

Nova makes no claims that this Site is appropriate or lawful for use or access outside of the United Kingdom. This Site is not directed at, or intended for distribution to or use by, any person or entity that is a citizen or resident of or located in any jurisdiction where such distribution, publication, availability or use of this Site would be contrary to the applicable law or regulation, or which would subject Nova to any registration or licensing requirement within such jurisdiction.

In the case of persons who access this Site from outside the United Kingdom, this Site is also only directed at such persons to the extent that it may be lawfully accessed by them without (i) breaching any law or regulation in any other jurisdiction or (ii) imposing any requirement on Nova or any other person to be licensed, registered or approved or to comply with any other regulatory requirements in any other jurisdiction. Persons in respect of whom such prohibitions or requirements apply must not access this Site.

Governing Law and Jurisdiction

These Terms and Conditions, and all matters connected with them, are governed by the laws of England and Wales. The courts of England have exclusive jurisdiction to settle any dispute, controversy or claim arising from or connected with these terms and conditions, including regarding the formation, validity or termination of these terms and conditions.

Contacting Us

Please do not hesitate to contact us regarding any matter relating to these Terms and Conditions at info@nova-cap.com.

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