Terms and Conditions

1. Introduction

1.1 This site under the domain name www.www.vitruvianpartners.com (the “Website”) and all information and materials contained on it are subject to the Terms and Conditions set out below (“Terms and Conditions”). By using or visiting this Website you accept and agree to these Terms and Conditions. If you do not accept these Terms and Conditions, do not use this Website.

1.2 This Website is owned and operated by Vitruvian Partners LLP (“Vitruvian”, “us”, “our”), whose business address and contact details are those shown on the Website. Vitruvian is a limited liability partnership whose registered office is at 105 Wigmore Street, London W1U 1QY, England. Vitruvian is authorised and regulated by the UK Financial Conduct Authority (the “FCA“) with registration number 454063.

1.3 The term “Vitruvian Partners” on this Website refers to Vitruvian, Vitruvian Partners AB, Vitruvian Partners GmbH, Vitruvian Partners Limited and such other companies as may be associated or affiliated with Vitruvian from time to time. The term “Partner” is used on this Website as the title applied internally to certain senior professionals who are treated within Vitruvian and its affiliates as partners, but does not necessarily imply the carrying on of a business as a partner or in a partnership.

1.4 The terms “fund” or “funds” on this website refer to the limited partnerships comprising the Vitruvian Investment Partnership I (“VIP I”), Vitruvian Partnership II (“VIP II”), and any other private equity investment fund. Vitruvian is the authorised investment manager of VIP I and VIP II. Vitruvian Partners Limited, Vitruvian Partners GmbH and Vitruvian Partners AB provide services and investment advice to VIP I, VIP II and Vitruvian.

1.5 Nothing in this site constitutes or should be construed as investment, legal, tax or other advice or as an offer or invitation or solicitation to buy or sell any investment. To the extent that any information on this Website constitutes a financial promotion for the purposes of the Financial Services and Markets Act 2000, such information is directed only at persons categorised as professional clients for the purposes of the handbook of rules and guidance issued by the Financial Conduct Authority (the “FCA Rules”). The information on this website is not directed at any person who would be categorised as a retail client under the FCA Rules, and under no circumstances should any such person act or rely on any such information.

1.6 This Website is not directed at any person in any jurisdiction where (by reason of that person’s nationality, residence or otherwise) the publication or availability of this site is prohibited. Persons in respect of whom such prohibitions apply must not access the other pages on this Website.

1.7 Our Privacy Policy sets-out the terms on which Vitruvian processes any personal data which we collect from you, or that you submit to us. It also sets-out information about and the terms on which cookies are used on the Website. By using the Website, you also confirm that you have accepted the terms of this policy. The definitions used in these Terms and Conditions are also used in the abovementioned policy.

1.8 Vitruvian may revise the Terms and Conditions and Privacy Policy at any time by amending the same. You should check the Website from time to time to review the current terms, because they are binding on you.

2 Use of materials on the Website

2.1 The content of this Website is protected by international copyright laws and other intellectual property rights. The owner of these intellectual property rights is Vitruvian, its affiliates or other third parties. All such rights are reserved.

2.2 All product and company names and logos mentioned on this Website are the trade marks, service marks or trading names of their respective owners, including us. Subject to clause 2.3 nothing on this Website shall be interpreted as granting any licence or right to use any image, trade mark, logo or service mark contained on the Website.

2.3 You may download and print materials from this Website, but you may not use or copy them for commercial purposes, except with written permission from Vitruvian. Requests for permission should be sent to Vitruvian at the address on the “Contact Us” page of the Website. Copies must not alter the original content and must reproduce our copyright notices. Other than as detailed above, any commercial use or exploitation of this Website or its content is strictly prohibited.

2.4 Copying or downloading material from this Website does not transfer title to any material on this Website to you. Anything transmitted to this Website by you becomes Vitruvian’s property and may be used by us for any lawful purpose.

2.5 Subject to clause 2.3 you must not use this Website or the information and graphics on the Website in any way which infringes Vitruvian’s or any third party’s intellectual property rights.

2.6 You must not use the Website for any unlawful or fraudulent purposes. You must not misuse our Website by introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. In particular, you must not access without authority, interfere with, damage or disrupt the Website or any part of it; any equipment or network on which the Website is stored; any software used in connection with the provision of the Website; or any equipment, software or website owned or used by a third party. You must not attack our Website via a denial-of-service attack.

2.7 We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Website or to your downloading of any material posted on it, or on any website linked to it.

2.8 Information posted on the Website may be accessible to third parties by means of the internet or otherwise. Please do not transmit any confidential information to or through the Website. You acknowledge that communications transmitted by means of the Website are public and not private communications.

2.9 No representation or warranty is given by Vitruvian or its Partners or affiliates that the information or any opinions contained in this Website are accurate, reliable or complete. Such information and opinions are provided by Vitruvian for information purposes only and are subject to change without notice. Neither Vitruvian nor any of its Partners or affiliates shall have any responsibility for ensuring that the Website is kept up to date. Vitruvian reserves the right in its absolute discretion to add to or remove any material from the site or to amend, alter, redesign or change anything contained in or on it at any time and without notice.

2.10 Descriptions of, or references to, products, services or publications within this Website do not constitute or imply their endorsement or recommendation in any way by Vitruvian, its Partners or affiliates. You should not rely on any information or opinions contained in this Website without obtaining relevant and specific professional advice.

2.11 If in our reasonable opinion you have breached or are breaching any of the Terms and Conditions or the Privacy Policy, your permission to use this Website automatically terminates and you must immediately destroy any downloaded or printed extracts from this Website.

2.12 Without prejudice to its other rights or remedies, Vitruvian reserves the right to take legal proceedings against you for reimbursement of all costs or losses (on an indemnity basis) resulting from your breach of this clause, and to disclose such information to law enforcement agencies as Vitruvian reasonably believes is necessary.

3 Access

3.1 While Vitruvian endeavours to ensure that the Website is available 24 hours a day, Vitruvian shall not be liable if for any reason this Website is unavailable at any time, for any period or for any reason. We reserve the right to make changes or corrections, alter, suspend or discontinue any aspect of the Website, the content or services or products available through it, including your access to it.

3.2 Vitruvian reserves the right to restrict certain areas of information accessible via the Website to our approved, registered users. If any area of the Website requires you to register with us, then we may accept or refuse your application for registration (in our absolute discretion). You agree to provide at all times truthful and accurate information in applying to register to use the Website and using any registration granted. Your registration will not be transferable and you are solely responsible for any activity which occurs on or through your user name, password or account, whether or not authorised by you and for keeping secure and confidential such details. You must not disclose your account’s user name or password (or other login details) to any third party. You must change your password immediately if you believe that your registration may have been used without your authorisation, and you must inform us of the same at the address specified on the “Contact Us” page of the Website.

3.3 We will keep your account’s user name and password confidential and it will only be used to support your relationship with Vitruvian. Vitruvian will not disclose or sell that information outside its corporate group, except in connection with the proposed or actual sale of the whole or part of Vitruvian’s business.

3.4 You acknowledge that you are responsible for compliance with any applicable local laws and regulations that may affect your access to this Website. This Website is not directed at any person in any jurisdiction where (by reason of that person’s nationality, residence or otherwise) the publication or availability of this Website is prohibited or restricted, or which would subject Vitruvian to any regulatory or other requirements within such jurisdiction. Persons in respect of whom such prohibitions or restrictions apply must not access the other pages on this Website or distribute any materials on the Website to other persons within any such restricted jurisdiction.

3.5 Vitruvian reserves the right to terminate your access to the Website at any time without notice.

4 Disclaimer

4.1 While Vitruvian endeavours to ensure that the information on this Website is correct, Vitruvian does not warrant the accuracy or completeness of the material on this Website or that such material is up to date. Vitruvian is under no obligation to update such material. The Website may contain typographical errors or other inaccuracies. Vitruvian disclaims all liability arising from your use of or reference to any third party content displayed on the Website, or the content of third party websites and resources with respect to which links are provided on the Website.

4.2 The material on this Website is provided “as is”, without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, Vitruvian provides you with this Website on the basis that Vitruvian excludes all representations, express or implied warranties, conditions and other terms which but for these Terms and Conditions might have effect in relation to this Website.

4.3 Unfortunately, the transmission of information via the internet is not completely secure. Although Vitruvian will use its commercially reasonable efforts to protect your information, it cannot guarantee the security of data transmitted to the Website; any transmission is at your own risk.

4.4 Vitruvian does not warrant that the Website is secure or free from bugs or viruses. You are responsible for ensuring that you have adequate virus protection software in place.

5 Liability

5.1 To the fullest extent permitted by law, each of Vitruvian and its Partners and affiliates excludes all liability for any direct or indirect, special, incidental, punitive, exemplary or consequential loss or any other damages or loss, nor for any loss of revenue, profit, business opportunity or business interruption, data, goodwill, reputation or anticipated savings suffered by any person arising out of or in connection with (i) the access to or use of the Website, (ii) any unavailability or failure of the Website, (iii) any linking to other sites from the Website, or (iv) reliance on any information contained on this site, in each case whether through negligence, tort, breach of contract or otherwise and howsoever arising. You should independently verify any information before relying on it.

5.2 The Website was developed, and is hosted, by third parties for whose acts and omissions neither Vitruvian nor its partners or affiliates accepts any responsibility.

5.3 There may be links from the Website to external internet sites. External sites are not part of this Website and do not belong to Vitruvian. Vitruvian has not reviewed any of the websites linked to the Website and Vitruvian does not endorse or accept any responsibility for the content or performance of such linked external websites, nor the products or services on them.

5.4 Your access and use of the Website is at your own risk. To the extent permitted by law, all conditions, warranties and representations of any kind, express or implied, in respect of any information or opinions contained on this Website are excluded and no guarantee of any kind, express or implied, is given by Vitruvian or its partners or affiliates in respect of the Website. In particular, neither Vitruvian nor any of its partners or affiliates warrants that the Website is free from errors, faults, viruses or other computer- or data-corrupting or damaging material.

5.5 Vitruvian may change any aspect of the Website, or suspend it, at any time and without notice. Vitruvian may also change these Terms at any time by posting a new version to the Website.

5.6 Nothing in this statement limits or excludes any liability or duty of Vitruvian under the Financial Services and Markets Act 2000 or the FCA rules; for any fraudulent mis-statement; for death or personal injury resulting from negligence, or for any other liability the limitation or restriction of which is prohibited by law.

6 Confidentiality

Subject to clause 2.3, you agree that the data and information contained in, or accessible from, the Website have been prepared on a confidential basis solely for the benefit of selected investors. You agree to keep such information confidential (except to the extent otherwise agreed with us in writing).

7 Breach

Without prejudice to its other rights or remedies, Vitruvian reserves the right to take legal proceedings against you for reimbursement of all costs or losses (on an indemnity basis) resulting from your breach of these Terms and Conditions, and to disclose such information to law enforcement agencies as Vitruvian reasonably believes is necessary.

8 Severability

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

9 Governing Law and Jurisdiction

The Terms and Conditions are governed by and are to be construed in accordance with English law. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with the Terms.