In these Terms & Conditions of Use (these “Terms”), references to “you” and “your” are references to any person using or accessing (or attempting to use or access) www.cheynecapital.com (this “Website”).
1. About Cheyne Capital Management (UK) LLP
This Website is operated by Cheyne Capital Management (UK) LLP (“Cheyne”) and the information on this Website is issued by Cheyne both inside and outside the United Kingdom. Cheyne is a limited liability partnership with its head office at Stornoway House, 13 Cleveland Row, London, SW1A 1DH. Cheyne is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the “FCA”) and appears on the FCA Register with firm reference number 456864.
2. About this Website
This Website is broadly separated into two areas:
|(i)||a general area which carries information about Cheyne, and investment strategies [and names specific funds] managed by Cheyne. In these Terms, this area is referred to as the “General Area”; and|
|(ii)||a restricted client area which contains specific information about unregulated alternative investment funds (as defined by Directive 2011/61/EU, the “Alternative Investment Fund Managers Directive”) and funds which are authorised in accordance with European Directive 2009/65/EC (the “UCITS Directive”), offered by Cheyne (together, the “Funds”). In these Terms, this area is referred to as the “Client Area”.
In order to access the General Area, you must first confirm: (i) that you are a professional client or an eligible counterparty for the purposes of the FCA Rules; (ii) your acceptance of these Terms; (iii) unsolicited approach; (iv) that you recognise the Website contains information on products which may not be available to those who reside in your jurisdiction; and (v) that you are accessing this Website in compliance with the laws and regulations of the jurisdiction or country in which you are residing.
Once you have accessed the General Area, you may then register to access information in the Client Area. To do so, you must first provide certain information to allow Cheyne to assess your eligibility to access information about the Funds. Users who Cheyne considers, in its absolute discretion, eligible to receive access to the Client Area will be provided with a username and password in accordance with Clause 12 of these Terms. No persons other than those who have been provided with a username and password by Cheyne should attempt to gain access to the Client Area.
3. Investment Information
The distribution of the information contained on this Website in certain jurisdictions may be restricted by law and persons who access it are required to inform themselves of, and to comply with, any such restrictions.
This Website, and the information contained on it, is directed only at persons in any jurisdiction or country where such access to, and use of, the information contained on this Website is not contrary to local law or regulation. The Funds referred to on this Website are not available, and prospectuses, information memoranda and other offering materials in respect of them will not be distributed, to any person resident in the territory of any jurisdiction where such distribution would be contrary to local law or regulation.
The information on this Website does not constitute an offer or solicitation in any jurisdiction in which such an offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation. All persons accessing this Website do so of their own initiative. Prospective investors in the Funds should inform themselves as to applicable legal and regulatory requirements (including in relation to exchange controls and taxation) in the countries of their citizenship, residence or domicile. Cheyne and its partners disclaim all responsibility if you access or download any information from this Website in breach of any law or regulation of the jurisdiction or country of which you are a citizen or in which you are residing or domiciled.
The terms of investment in any Fund are governed by the documents establishing such terms. In the event of any inconsistency between the information on this Website and the terms specified in, or established pursuant to, the documents establishing the terms of issue or contract, the terms so specified or determined shall prevail. An application for shares or interests in any of the Funds should only be made having read fully the relevant prospectus, information memorandum and other offering information for the relevant Fund. It is your responsibility to use such documentation and by making an application you will be deemed to represent that you have read such applicable documentation and agree to be bound by its contents.
Information available on this Website may constitute a financial promotion for the purposes of the FCA Rules.
4. Client Information
Where you have been granted access to the Client Area, Cheyne may agree to provide you with certain information relating to your investment portfolio through this Website. These Terms may be updated from time to time in accordance with Clause 18 in connection with the provision of such portfolio-related information
5. Accuracy of Information
The information contained on this Website (including any expression of opinion or forecast) has been obtained from, or is based on, sources believed by Cheyne to be reliable, but is not guaranteed or warranted as to its current validity, accuracy or completeness. Such information is provided without obligation on the part of Cheyne, its partners or employees, and on the understanding that any person who acts upon it or changes his investment position in reliance on it does so entirely at his own risk. The information contained on this Website does not constitute an offer to buy or sell or an invitation to make an offer to buy or sell shares in any investment.
Opinions expressed represent the opinions of Cheyne at the date of publication only, reflecting prevailing market conditions and certain assumptions (which may not prove to be valid), and are subject to change.
Information posted on this Website is current only as at the date it is first posted and may no longer be true or complete when viewed by you. All information contained on this Website may be changed or amended without prior notice.
6. Material Interests
Cheyne, its partners and/or its employees may have holdings in the Funds and may otherwise be interested in transactions that you effect in those Funds.
7. No Advice
This Website is published solely for informational purposes on the basis that you make your own investment decisions. This Website has no regard to the specific investment objectives, financial situation or particular needs of any person.
The information contained on this Website is not intended to constitute, and should not be construed as, a personal recommendation or investment advice.
Potential investors in the Funds should seek their own independent financial advice. Cheyne neither provides investment advice to, nor receives and transmits orders from, investors in the Funds.
8. Risk Factors
Investments in the Funds and other investments referred to on this Website involve risk. The value of investments and the income deriving from them may go down as well as up. You may not get back the original amount invested and may lose all of your investment.
Past performance is not a reliable indicator of future results.
To the extent that this Website contains any indications as to future performance, such forecasts are not a reliable indicator of future performance.
Exchange rates may cause the value of overseas investments and the income deriving from them to rise and fall. Tax assumptions may change if the law changes and the tax treatment applicable to you will depend on your individual circumstances and may be subject to change in the future. You should consult your own tax adviser in order to understand the tax consequences of an investment in a Fund.
The risk factors set out above are not complete and you must refer to the relevant offering documents with respect to the risks attaching to investment in individual Funds.
9. UCITS Funds
Certain of the Funds which are referred to on this Website are authorised in accordance with the UCITS Directive (such Funds are referred to in these Terms as “UCITS Funds”). Such UCITS Funds may be registered or otherwise approved for distribution to the public in one or more European jurisdictions. The fact of such a registration or approval, however, does not mean that any regulator has determined that such UCITS Fund is suitable for all investors. Investors should continue to consider the terms of investment in any such UCITS Fund carefully and seek professional investment advice before taking any decision to invest in a UCITS Fund.
Where this Website refers to a UCITS Fund, this Website will also provide details of where and in which languages the prospectus and simplified prospectus or key investor information document may be obtained or how such documents may be accessed.
10. Your Use of this Website
You must NOT use this Website (or permit or procure others to use it) as follows:
|10.1||if you are a retail client for the purposes of the FCA Rules and/or it is otherwise unlawful for you to access the information on this Website;|
|10.2||for any unlawful, improper or illegal purpose or activity;|
|10.3||to communicate or receive information that is obscene, indecent, pornographic, sadistic, cruel, or racist in content, of a sexually explicit or graphic nature, which promotes or incites discrimination, hatred or racism or which might be legally actionable for any reason;|
|10.4||in a manner intended to threaten, harass, or intimidate;|
|10.5||to violate Cheyne’s or any third party's copyright, trademark, proprietary or other intellectual property rights;|
|10.6||to impersonate any of Cheyne’s partners, employees or other person or use a false name while using this Website or implying an association with Cheyne;|
|10.7||to penetrate Cheyne’s security measures or other entities' systems ("hacking");|
|10.8||to generate excessive amounts of internet traffic, to interfere with Cheyne’s network or other’s use of this Website or to engage in activities designed to or having the effect of degrading or denying service to users of this Website or others; and/or|
|10.9||to introduce viruses, worms, harmful codes and/or Trojan horses onto the internet or into this Website or any other entity’s systems and it is your responsibility to ensure that whatever you download or select for your use from this Website is free from such items.|
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 Cheyne, its partners, employees, associates and affiliates 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.
11. User Identification Code
In order to access the Client Area, you must first apply for a username and password through this Website.
Cheyne may contact you in connection with your application to access the Client Area as part of the process of establishing your eligibility to access that part of this Website. You are responsible for ensuring that any information that you provide to Cheyne as part of the eligibility check is accurate and kept up to date at all times. Any changes to the information provided to Cheyne must be notified to Cheyne immediately.
To the extent that you are provided with a username and password in order to access the Client Area, you:
|(A)||shall be solely responsible for the use of the Client Area accessed through your username and password;|
|(B)||must treat this information as confidential and you must not disclose it to any third party or allow any third party to access this Website using your username and/or password;|
|(C)||authorise Cheyne to assume that any person using this Website with your username and password is you; and|
|(D)||agree to notify Cheyne immediately if you suspect unauthorised use of this Website or of your username and/or password.|
Cheyne may revoke access to the Client Area in its absolute discretion at any time without notice.
12. Termination and Suspension of Access to this Website
Cheyne reserves the right to deny you access to this Website, or immediately to suspend or terminate your access to this Website, or to disable any username or password (whether chosen by you or allocated by us) at any time if your use of this Website (in the sole discretion of Cheyne) in any manner breaches these Terms or for any other reason.
13. Intellectual Property Rights
The entire contents of this Website are subject to copyright with all rights reserved. You may download or print individual sections of this Website for your personal use and information only provided that you retain all copyright and other proprietary notices. You may not reproduce (in whole or in part), transmit (by electronic means or otherwise), modify, link into or use for any public or commercial purpose this Website without the prior written permission of Cheyne. You must not transmit any virus, "worm", "Trojan horse" or other item of a destructive nature to this Website and it is your responsibility to ensure that whatever you download or select for your use from this Website is free from such items
Nothing on this Website should be construed as granting any licence or right in relation to any of the trademarks of Cheyne or those of its associates or affiliates or any third party.
14. Linked Websites
This Website may be linked to third party websites or contain information provided by third parties. Neither Cheyne nor its partners or employees make any representation as to the accuracy or completeness of such websites or information. Cheyne has not and will not review or update such websites or information and cautions you that any use made of such websites or information is at your own risk. Cheyne and its partners and employees do not accept any liability arising out of the information contained on any linked website or information on this Website provided by a third party and the use of such sites and information is at your own risk.
15. Liability for Use of this Website
Access to this Website is permitted on a temporary basis and Cheyne reserves the right to withdraw or amend the service provided on this Website without notice. Cheyne and its partners and employees do not accept any liability if, for any reason, this Website is unavailable at any time or for any period.
No representation, warranty or undertaking is given as to the accuracy or completeness of the information contained on this Website by Cheyne, its partners, employees or any of its associates or affiliates and no liability is accepted by such persons for the accuracy or completeness of such information. In no event will Cheyne, its partners, employees or any of its associates or affiliates be liable to any person (including, for the avoidance of doubt, persons who are accessing this Website in compliance with these Terms and those who are not as well as any persons who may be informed of the contents of this Website) for any direct, indirect, special or consequential damages arising out of any use of the information contained on this Website, or on any other hyper-linked site, including, without limitation, any lost profits, business interruption, loss of programs or data on your equipment, or otherwise, even if Cheyne is expressly advised of the possibility or likelihood of such damages.
The information, except as otherwise stated, on this Website has been prepared, approved and issued by Cheyne and the information and opinions contained on this Website have been compiled, or arrived at, in good faith and on the basis of publicly available information, internally developed data and sources believed to be reliable as at the date of publication However, to the extent permitted by law, Cheyne, its partners, employees, associates and affiliates hereby expressly exclude all conditions, warranties, representations and other terms which might otherwise be implied by statute, common law or the law of equity and any liability for any direct, indirect or consequential loss or damage of any kind incurred by any user in connection with this Website or in reliance on the information or opinions contained on it, or in connection with the use, inability to use, or results of the use of this Website or any websites linked to it or materials posted on it. This does not affect the liability of any person for any loss or damage which cannot be excluded or limited under applicable law.
The internet is not a completely reliable transmission medium and neither Cheyne, its partners, employees or any of its affiliates or associates accepts any liability for any data transmission errors such as data loss or damage or alteration of any kind or for the security or confidentiality of information transmitted across the internet to or from Cheyne or any of its associates or affiliates. Any such transmission of information is entirely at your own risk. Nothing in these Terms is intended to exclude or restrict any duty or liability that Cheyne has to its customers under the "regulatory system" in the United Kingdom (as such term is defined in the FCA Rules) or which may not be excluded or restricted as a matter of applicable law.
Cheyne takes the privacy of any personal information you may provide to it through this Website seriously. A "cookie" is a piece of information that is saved to your computer's hard disk by the web server. Cookies do not contain any personal information about you and cannot be used to identify any individual user. Confirmation of reading and accepting these Terms will place a cookie on your computer's hard disk. This will facilitate your navigation of this Website by not showing these Terms again during this browser session. It will also allow Cheyne to record your visit and may be used to evaluate users’ use of this Website and to compile statistical reports on Website activity for Cheyne. This cookie will remain on your computer unless it is removed or you set your browser not to accept cookies, however, if you do this, you may not be able to use the full range of services available on this Website. To find out more about cookies including how to control and delete them visit www.aboutcookies.org.
17. Data Protection and Privacy
Cheyne collects certain personal information about you such as your name, address, telephone number, email address details and other information when it is voluntarily submitted to Cheyne on this Website, including in connection with its registration procedures for access to the Client Area. Cheyne uses this information to ensure compliance with its obligations under the UK regulatory regime and for its own internal purposes.
Please note that by submitting personal information you are consenting to such information being processed for the purposes referred to above. You also agree that Cheyne has the right to use and store such data on its internal systems and to transfer it to its associates and affiliates, whether inside or outside the European Union, for the purpose of providing services to you. You should also be aware that the level of protection in relation to the processing of personal data may not be the same in countries outside the European Union as in the United Kingdom.
18. Law and Variation
This Website is established in England by Cheyne in accordance with, and these Terms and any non-contractual obligations arising from or connected with them shall be governed by, English law and these Terms shall be construed in accordance with English law. 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.
Cheyne may revise these Terms at any time and the current version of these Terms may be viewed at any time through the Website. You are expected to review these Terms from time to time to take notice of any changes Cheyne makes, as they are binding on you. If any provision of these Terms is held by any court or competent authority to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of these Terms in that jurisdiction shall not be affected and the legality, validity and enforceability of the whole of these Terms in any other jurisdictions shall not be affected.
Each time you use this Website, a condition of use is that you comply with these Terms.
19. Contact Us
You can contact Cheyne at:
Telephone: +44 (0)20 7968 7450
Fax: +44 (0)20 7968 7650
Cheyne Capital Management (UK) LLP
13 Cleveland Row
London, SW1A 1DH
© 2015 Cheyne Capital Management (UK) LLP
Authorised and regulated in the UK by the Financial Conduct Authority
Registered in England and Wales with company registration number OC321484