Terms and Conditions of Use 

This Website is provided by B-Flexion Fund Management (Jersey) Limited (“B-Flexion”).  By accessing or using this Website, you accept and agree to comply with these Terms and Conditions of Use (“Terms”).  These Terms are a binding agreement between you and B-Flexion, and govern your access 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.  You may contact B-Flexion by e-mail at info@bflexion.com with any questions about these Terms.

Kedge, Kedge Capital, Kedge Capital Private Equity and Kedge Capital Hedge Funds are trading names of B-Flexion Fund Management (Jersey) Limited.

1.Use of this Website

B-Flexion 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 distribution or use would be contrary to local law or regulation.

The Content is not intended for the account of U.S. persons (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”)) other than persons who are “qualified purchasers” (as defined in the United States Investment Company Act of 1940, as amended, and/or “accredited investors” (as defined in Rule 501(a) under the Securities Act).

3.No Offer or Solicitation

This Website is not intended and must not be construed as an offer or solicitation to purchase, or an offer to sell, shares of any fund or another investment product mentioned on this Website (the “Fund”) in any jurisdiction. In particular, this Website is not intended as marketing of any Fund in any member state of the European Economic Area for the purposes of the EU Directive 2011/61/EU on Alternative Investment Fund Managers.

Any offer will only be made on the basis of the prospectus or offering memorandum relating to the relevant Fund. PROSPECTIVE INVESTORS SHOULD REVIEW THE PROSPECTUS OR OFFERING MEMORANDUM, INCLUDING THE RISK FACTORS, BEFORE MAKING A DECISION TO INVEST.  Prospective investors should rely only on the prospectus or offering memorandum in making a decision to invest, even if certain descriptions contained on this Website may be more detailed than those contained in the relevant prospectus or offering memorandum. 

Subscriptions may only be made on the terms of the relevant prospectus or offering memorandum and subject to completion of a subscription agreement. In addition, any investment or transaction will be subject to applicable legal and regulatory restrictions, including the prospective investor meeting applicable eligibility criteria.

4.No Investment Advice

This Website is not intended to influence you in making any investment decisions and should not be considered as advice or a recommendation to invest.  The Content may not be suitable for all investors, and investors must make their own investment decisions using their own independent advisers and must base their decisions on the relevant offering material and legal documentation in relation to the specific investment.

Users of this Website should be aware that B-Flexion is not acting for, or advising them, and is not responsible for providing them with the protections available under any applicable regulatory system.

5.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 accounting, legal or tax advice or investment recommendations.  You should consult your tax, legal, accounting or other advisors about the issues discussed on this Website.

Although the Content is believed to be correct and accurate at the time of inclusion, B-Flexion makes no representation or warranty as to the accuracy or completeness of any such information or content.  Any analysis contained on this Website is based upon a number of assumptions. Changes in such assumptions could produce materially different results. The Content is not intended to forecast or predict future events. All opinions, projections and estimates constitute the judgment of the author as of the date on which this Website was last updated. B-Flexion assumes no duty or responsibility to update this Website, and any views, forecasts, estimates or opinions expressed on this Website may change without notice.

6.Certain Risks

Investing entails certain risks, including the possible loss of the entire capital invested. The Funds and services of B-Flexion may entail substantial risks and are not suitable for certain investors. Investment in a Fund may expose an individual to a significant risk of losing all of the property or other assets invested.

Some, but not all, of these risks are contained in the relevant prospectus or offering memorandum. Potential investors should familiarize themselves with these risks and obtain advice from their own tax, financial, legal and other advisors and only make investment decisions based on the investor’s own objectives, experience and resources.  Please note the following general risk warnings: (i) Investment in a Fund is speculative and involves a substantial degree of risk.  No guarantee or representation may be made that a Fund will meet its investment objectives, or avoid substantial or total losses; (ii) Past performance of an investment is not a reliable indicator or a guarantee of future results; (iii) the value of investments, and the income from them, may go down as well as up and is not guaranteed so an investor may not get back the amount originally invested; (iv) Fluctuation may be particularly marked in the case of a fund with higher volatility and the value of an investment may fall suddenly and substantially; (v) A Fund may be leveraged, may invest in illiquid securities and may engage in other speculative investment practices that may increase the risk of investment loss; (vi) Investment in a Fund should be considered illiquid. There is no secondary market for the investors’ interest in a Fund and none is expected to develop; (vii) If a Fund holds securities denominated in a currency other than sterling, changes in exchange rates may affect the value of your investment. Rates of exchange may also cause the value of investments to go up or down; (viii) Where charges are taken wholly or partly out of a Fund’s capital, distributable income will be increased at the expense of capital which will either be eroded or future growth constrained.

7.Limitations of Liability

B-Flexion 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 B-Flexion nor any of its affiliates, 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 (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.

8.Indemnification

As a condition of your use of this Website, you agree to indemnify and hold B-Flexion 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.

9.Third Party Websites

Where this Website contains links that lead to third party websites, these links are provided solely for your convenience and do not constitute any endorsement, sponsorship or approval of the materials appearing in such sites. B-Flexion accepts no responsibility for the content of third-party websites.

11.Intellectual Property and Copyright 

The entire content of this Website is subject to copyright and intellectual property rights of B-Flexion 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 B-Flexion.

The names, logos, or identifying marks relating to the products and services of B-Flexion are proprietary trademarks/service marks and may not be used in any way without express prior written consent of B-Flexion. 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.

12.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.

13.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 Jersey 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 Jersey 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 Jersey 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.