Pi Capital

Terms and Conditions

Introduction
Who we are
Who and what the Site is intended for
Regulation
 Content on the Site
Liability
Links to other websites
Intellectual property rights
Privacy policy
UK Stewardship Code Disclosure Statement: 6 December 2010
Third party rights
Assignment and sub-contracting
Jurisdiction and governing law

 

1. Introduction
This website ("Site") is maintained by Pi Capital (Holdings) Limited, Private Investor Capital Limited (which trades as Pi Capital) ("PICL"), and/or their affiliates (individually and collectively "we", "us" and "our") of Berger House, 38 Berkeley Square, London, W1J 5AE. We may be contacted by sending an e-mail to contact@picapital.co.uk.

Access to and use of this Site is subject always to the following terms and conditions. By using this Site you accept these terms and conditions. If you do not wish to be bound by these terms and conditions then you are not permitted to use the Site for any purpose. We reserve the right to change these terms and conditions at any time by posting the changes on the Site. It is your responsibility to review these terms and conditions regularly to keep up to date with any changes to them. By accessing or using the Site you agree to be legally bound by these terms and conditions as they may be modified and posted from time to time. The Site is intended for access from within the UK only.

2. Who we are
PICL is a company registered in England and Wales with company number 03385330.

PICL is authorised and regulated by the Financial Services Authority ("FSA") and is registered on the FSA's Register (www.fsa.gov.uk/ register) with the number 185688.

PICL is a member of the British Venture Capital Association.

The VAT registration number of PICL is 882 2773 94.

Pi Capital (Holdings) Limited is a company registered in England and Wales with company number 01387182.

3. Who and what the Site is intended for
The information on this Site is directed at individuals who are interested in joining the members club operated by Pi Capital for the purposes of networking and investment opportunities (“Pi Capital Members Club”), at existing members of the Pi Capital Members Club, and at owners and managers of companies incorporated in the UK who may be seeking sources of potential financing, financial institutions in the UK seeking a potential partner for investment in UK Investment opportunities and potential investors in such Investment opportunities. Any use of the Site by users outside the UK is at their sole risk and such users should make sure they do not contravene any relevant laws or regulations, including, but not limited to, local financial regulations or UK financial regulations. By using the Site you confirm that you are located within the UK and that you are permitted by law to use the Site.

The Site is intended for use by you for informational purposes only. You may not use the Site for any other purpose including, but not limited to, any purpose which may infringe the intellectual property rights or other rights of us or of a third party or for any unlawful purpose.

We may restrict access to certain features, parts or content of the Site, or the entire Site, to users who have registered with us as members. You must ensure that any registration details you provide are accurate. If you choose, or you are provided with, a log-on ID (such as a username and password or other identifier) as part of our security procedures, you must treat such information as confidential and must not reveal it to anyone else. You are responsible for all activities that occur under your log-on ID and must notify us immediately of any unauthorised use or other security breach of which you become aware. We reserve the right to disable any log-on ID, at any time, if in our opinion you have failed to comply with any of the provisions of these terms and conditions or if any details you provide for the purposes of registering as a user prove to be false.

4. Regulation
Any information contained on the Site which relates to an unregulated collective investment relates solely to persons who are either (a) a "professional client" or "eligible counterparty" (as defined by the rules of the FSA) and is a legal person in respect of whom PICL has taken reasonable steps to establish is a category 7 person as defined in chapter 4 of the FSA's Conduct of Business Sourcebook ("COBS 4"); or (b) a retail client (as defined by the rules of the FSA) and is an individual in respect of whom PICL has taken reasonable steps to establish is a category 8 person as defined in chapter 4 of COBS 4, and to whom accordingly this promotion may lawfully be made in accordance with COBS 4 ("Eligible Recipients").
Funds and investments referred to on this Site are only available to members of PICL. There may be no recognised market for dealing in investments or funds and therefore it may be difficult for an investor to sell an interest in the investment or fund or to obtain reliable information as to their value or the extent of the risks to which they are exposed.

Information on past performance, where given, is not necessarily a guide to future performance. The value of investments and funds may rise or fall.

5. Content on the Site
The information on the Site is provided "as is" without warranty of any kind and, to the fullest extent permissible by law, we shall not be liable for any loss or damage caused by your reliance on such information or the reliance of anyone to whom you communicate such information.

It is your responsibility to ensure you comply with all relevant laws or regulations and for obtaining your own legal, tax and financial advice before entering into any dealings with us.

We maintain the right to change or delete any information on this Site without prior notice. We do not guarantee that material on the Site will be continuously available or error-free, free from infection, viruses, worms, Trojan horses and/or other codes that have contaminating or destructive properties. It is your responsibility to take protective steps such as virus checking. While we attempt to ensure the accuracy and timeliness of all material posted on the Site, we take no responsibility for errors or omissions which are the result of technical causes, or otherwise.

Where information on this Site has been obtained from outside sources, it is believed to be reliable but is not represented or warranted to be accurate or complete. We do not make any representation or give any warranty that the information or materials on this Site are appropriate in all locations, or that any investments or services which are referred to on this Site are available to everyone, or at all. Information contained on the Site is not tailored for individual use and as a result the investments or services referred to on this Site may not be suitable for everyone. If you have any doubts as to suitability, you should seek advice from an investment adviser.

6. Liability
To the fullest extent permissible by law, we assume no responsibility or liability for the publishing of or the contents of any information on this Site.

None of the statements on the Site excludes or restricts any duty or liability that we have under the Financial Services Authority rules or the Financial Services and Markets Act 2000.

We will not be liable to you (whether for any breach of these terms and conditions or otherwise) which arises because of any circumstances which we cannot reasonably be expected to control.

We do not, and nothing in these terms and conditions shall act to, exclude or limit our liability for death or personal injury resulting from our negligence, fraud or any other liability which may not by applicable law be excluded or limited BUT, subject to that, in no event shall we be liable (whether for breach of contract, negligence or for any other reason) for any loss of profits, exemplary or special damages, loss of sales, loss of revenue, loss of goodwill, loss of bargain, loss of opportunity, loss of software or data or of use of computer equipment, software or data, loss of or waste of management or other staff time, or for any indirect, consequential or special loss, however arising.

The use of the Site is at your sole risk and, except as expressly set out in these terms, we do not enter into conditions, warranties or other terms in relation to the Site (including any implied term relating to quality or fitness for reasonable purpose).

7. Links to other websites
Where this Site contains links to other websites and information on the Internet you acknowledge, by your use of the Site, that we can accept no responsibility for the content of these external sites or for anything provided by them, and should you choose to use them then you do so at your own risk.

8. Intellectual property rights
The intellectual property rights in all material presented on this Site (including text, photographs and other images, trade marks and logos), unless specifically indicated otherwise, are owned by (or licensed to) us and must not be reproduced in any medium without a written licence from us save as expressly provided in these terms and conditions or in writing on the Site (save for transient copies made by your Internet browser as part of your accessing the Site).

If you provide us with any business plans and related documentation (in whatever form and by whatever means) (“Business Plan Documents”), you agree that we may use these for reviewing investment opportunities you bring to our attention for the purpose of our seeking to fund or arrange funding, to give advice and/or for any other any purpose.

By providing us with any Business Plan Document, you confirm that you are entitled to do so and that it will not contain anything that infringes on the intellectual property, privacy, reputational or other rights of any third party.

We do not seek for us to own the intellectual property rights in any Business Plan Document you provide, but you agree to grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free licence to use such Business Plan Document, and all intellectual property rights in it, in any way we see fit, including, but not limited to, copying and distributing and sharing ideas and information contained in them with others, but provided always that we will treat any personal data comprised in any Business Plan Document in accordance with our privacy policy (see below). Subject to that, we undertake no obligation in relation to any Business Plan Document.

9. Privacy policy
We have policies in place to protect the privacy of individuals and comply with current UK data protection laws and regulations in respect of personal data.

Personal data we collect: We may collect and process the following personal data (as defined in the Data Protection Act 1998) which you supply to us ("Personal Data"):

• information (such as your name, email address, postal address and telephone number) that you provide to us, from time to time, including by submitting any Business Plan Document or other material, or requesting any information;
• communications you send to us, for example to report a problem or to submit queries, concerns or comments regarding the Site or its content;
• if you choose to apply for membership of the Pi Capital Members Club, the additional information you provide as part of your membership application form (including the anti-money laundering documentation we may be required to obtain from you in relation to your application) and membership questionnaire (such as biographical information, including, but not limited to, curriculum vitae, employment, industry and professional details, charitable involvement and leisure interests); 
• in connection with an account sign-in facility, your log-in and password details; and/or
• information from surveys, promotions and competitions that we may, from time to time, run on the Site, if you choose to respond to, or participate in, them.

You are under no obligation to provide any such information. However, if you should choose to withhold requested information, we may not be able to provide you with certain services and, in particular, if you do not complete the membership application form and questionnaire we will be unable to accept your application for membership of the Pi Capital Members Club.
You confirm to us that the Personal Data you supply is accurate and up-to-date. We will take all reasonable steps to keep your Personal Data accurate and, where necessary, up-to-date in line with updates received from you.

Uses of personal data: We may use your Personal Data to:

• enable us to provide you with the services and information offered through the Site and/or which you request; 
• administer your membership account with us, if you become a member of the Pi Capital Members Club, and maintain records to comply with our regulatory obligations;
• carry out customer research and analysis;
• send you information we think you may find useful or which you have requested from us, including information about our products, services, investment and other opportunities and events or those of carefully selected third parties, provided you have indicated that you do not object to being contacted for these purposes; and/or
• allow, with your consent, carefully selected third parties to send you information directly which you may find useful regarding their products, services, opportunities and events.

You can tell us not to contact you with information regarding our products, services, opportunities and events or those of third parties, or to share your details with third parties so that they can send you information regarding their products, services, opportunities and events, either at the point such information is collected (by checking or un-checking (as directed) the relevant box) or, where you do not wish us to continue to use your information in this way, by following the unsubscribe instructions on any communications sent to you. You can also exercise the right at any time by contacting us at: contact@picapital.co.uk.

Non-personally identifiable information: When you visit the Site, we may automatically collect system-related information about your visit, such as the type of Internet browser you use, the website from which you have come to the Site and your IP address (the unique address which identifies your computer on the Internet) which is automatically recognised by our web server. This system-related information does not, of itself, contain any personally identifiable information.

Disclosure to third parties: We will not disclose your Personal Data to third parties, except as set out in this section or, otherwise, with your consent.

We may disclose your Personal Data to our affiliates or to our professional advisers, agents or contractors, who assist us in providing the services we offer, fulfilling requests for information, receiving and sending communications, updating marketing lists, analysing data, providing support services or in other tasks, from time to time. Our advisers, agents and contractors are bound by obligations of confidentiality (written or otherwise) and will only use your Personal Data to the extent necessary to perform their functions.
If you become a member of the Pi Capital Members Club, your name, email address and the biographical information you provide to us on your completed membership questionnaire (or a synopsis of that information) will be made available within your member profile as part of the members directory of the Site and, from time to time, on attendee information handouts at members events, and on a printed directory booklet. Members' profiles are accessible by all other members and by certain of our strategic partners. By providing membership information, you agree to your member profile being made available in this way. You further acknowledge and agree that the information contained in members' profiles is confidential and is made available strictly for social and business networking purposes of members only. You agree that you will not, directly or indirectly, use (or enable any third party to use) any such information for any other purpose whatsoever, including, but not limited to, advertising, promoting or offering any products or services to any other member, or creating a database by systematically downloading and storing members' information or linking to or 'scraping' members' information by any automated means.

We may also disclose your Personal Data where we have a legal or regulatory obligation to do so or if we believe that such action is necessary to prevent fraud, money laundering or cyber crime or to protect the Site or the rights, property or personal safety of any person.

In the event that we undergo corporate re-structuring or re-organisation or are sold to a third party, you agree that your Personal Data may be transferred to that re-organised entity or third party.
We may disclose aggregate statistics about visitors to the Site and members in order to describe our services to prospective partners, investors, advertisers or sponsors and other reputable third parties and for other lawful purposes, but these statistics will include no personally identifiable information.

Security: We place great importance on the security of all personally identifiable information associated with our users. We have security measures in place to attempt to protect against the loss, misuse and alteration of personal information under our control. For example, our security and privacy policies are periodically reviewed and enhanced as necessary and only authorised personnel have access to personal information. Whilst we cannot ensure or guarantee that loss, misuse or alteration of information will never occur, we use all reasonable efforts to prevent it.

You should bear in mind that submission of information over the Internet is never entirely secure. We cannot guarantee the security of information you submit whilst it is in transit over the Internet and any such submission is at your own risk.

It is advisable to close your browser when you have finished your user session to help ensure others do not access your Personal Data if you use a shared computer or a computer in a public place.

Storage, transfer and retention of data: Your Personal Data is sent to and stored on secure servers located in the United Kingdom or United States but may be transferred by us to our other offices and/or to the third parties mentioned in the circumstances set out above (see Disclosure to third parties), which may be situated in other locations outside the European Economic Area ("EEA") and may be processed by staff operating in those locations. Countries outside the EEA may not have similar data protection laws to the EEA. Where we transfer your Personal Data, we will take all reasonable steps to ensure that your privacy rights continue to be protected. By submitting Personal Data, you agree to this storing and/or transfer.

We will retain the Personal Data only for the duration of the purpose for which it was obtained, save that we may need to continue to hold some details for longer for legal and/or regulatory purposes.

Your rights: You have a legal right under the Data Protection Act 1998 to a copy of all your Personal Data held by us. You also have a right to correct any errors in that Personal Data. As mentioned above, you have a right to prevent the use of your Personal Data for direct marketing purposes.

If you have any questions about your Personal Data, please contact us at: contact@picapital.co.uk.

10. UK Stewardship Code Disclosure Statement: 6 December 2010

Under COBS 2.2 of the FSA Handbook, we are required to make a public disclosure in relation to the nature of our commitment to the above Code, which was published by the Financial Reporting Council (‘FRC’) in July 2010.

The Code aims to enhance the quality of engagement between institutional investors and companies to help improve long-term returns to shareholders and the efficient exercise of governance responsibilities. It sets out good practice on engagement with investee companies and is to be applied by firms on a “comply or explain” basis. The FRC recognises that not all parts of the Code will be relevant to all institutional investors and that smaller institutions may judge some of the principles and guidance to be disproportionate. It is of course legitimate for some asset managers not to engage with companies, depending on their investment strategy, and in such cases firms are required to explain why it is not appropriate to comply with a particular principle.

The seven principles of the Code are that institutional investors should:

• Publicly disclose their policy on how they will discharge their stewardship responsibilities;
• Have and publicly disclose a robust policy on managing conflicts of interest in relation to stewardship;
• Monitor their investee companies;
• Establish clear guidelines on when and how they will escalate their activities as a method of protecting and enhancing shareholder value;
• Be willing to act collectively with other investors where appropriate;
• Have a clear policy on voting and disclosure of voting activity; and
• Report periodically on their stewardship and voting activities.

Private Investor Capital Limited does not currently comply with the Code for the following reasons:

• We do not currently invest in listed companies in the UK
• We determine our approach to stewardship on a case by case basis, taking into account the actions that will lead to the most favourable outcome for the value of our investments.

Should any of the above factors change, we will review our commitment to the Code at that time and make appropriate disclosure. For further details on any of the above information in this clause, please contact the CEO.

11. Third party rights
None of these terms and conditions will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person not a party to these terms and conditions.

12. Assignment and sub-contracting
You may not assign any or all of your rights and/or obligations under these terms and conditions.
You agree that we may assign any or all of our rights and/or obligations under these terms and conditions, or sub-contract the performance of any or all of our obligations, to any of our affiliates, to any third party in connection with a merger, acquisition, asset sale, or corporate re-structuring, re-organisation or investment, or to any service provider appointed to provide outsourced services to us.

13. Jurisdiction and governing law
These terms and conditions shall be governed by and interpreted in accordance with English law, and you consent to the non-exclusive jurisdiction of the English courts.

If any provision of these terms and conditions is found by a court of competent jurisdiction to be invalid, you agree that the other provisions of these conditions will remain in full force and effect in so far as possible.