LEGAL & PRIVACY NOTICE - 23rd May 2018

 

 

General Regulatory Issues:

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This site (the “Site”) is owned and operated by Compass Partners International II LLP (collectively, with its subsidiaries and affiliates, “Compass,” “us,” “our” or “we”).  The Site and its contents (except to the extent explicitly provided by third parties) are brought to you by, and the property of, Compass.  Compass Partners International  II LLP is registered in England and Wales with Company Number OC402586.

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Limited Use:

The materials and information included in the Site are provided for information purposes only and are subject to change without notice.  None of the information or materials contained on or accessible through this Site, including any information or materials accessible in any password protected areas, are intended to constitute a financial promotion for the purposes of Section 21 Financial Services and Markets Act 2000 ("FSMA") or any other applicable law, rule or regulation, nor as a solicitation to subscribe for or participate in any investments, and nor should any information contained within this site be construed as  a solicitation, recommendation, endorsement or offer to you to buy or sell any financial security or other financial instrument, effect any transactions or conclude any legal act of any kind whatsoever.

Please also note that Compass will not regard any user of this site as its customer for any purpose associated with FSMA or any other applicable law, rule or regulation, and will not owe any duties to any such user in accordance with the provisions of the FCA Rules or any other applicable law, rule or regulation that regulates the relationship between an authorised investment firm and its customers.

Compass grants you a limited right to use the Site.  Your right to use the Site is subject to your agreement to abide by the terms set forth herein in their entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Site.  At any time and for any reason we may revoke your right to use all or any portion of the Site.  You may not violate or attempt to violate the security of the Site.

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Content of Website:

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By proceeding to read the contents of this site you agree, so far as this is permitted under the provisions of applicable laws, rules and regulations, to the exclusion by us of any liability, including without limitation that arising from any loss of profit or any other damage direct or consequential, in respect of any errors and/or omissions by us and/or any relevant third parties in respect of the content. Any opinions or estimates included herein constitute a judgment as of the date of publication and are subject to change without notice.

ACCURACY OF INFORMATION:

Compass does not warrant the accuracy of the information provided herein, or on any site accessed from this Site through a hypertext link, either expressly or impliedly, for any particular purpose and expressly disclaims any warranties of merchantability or fitness for a particular purpose. Compass shall not be responsible for any loss or damage that results from interception by third parties of any information made available to you via this site.  Although Compass has used reasonable efforts to obtain and provide information from reliable sources, no representation is made that the information and opinions contained in this site are accurate, reliable, timely or complete. You must in any event conduct your own due diligence and investigations rather than relying on any of the information in this site.  COMPASS ALSO MAKES NO GUARANTEE AS TO THE ACCURACY, VALIDITY, TIMELINESS, OR COMPLETENESS OF ANY INFORMATION ON ANY SITE TO WHICH YOU GAIN ACCESS THROUGH A HYPERTEXT OR OTHER LINK FROM THIS SITE.

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Third Party References; External Sites:

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The Site may contain references to third parties or links to other sites or addresses.  When you access certain links in this website you may leave the Site.  If you access any third party web site through the Site or otherwise, you do so at your own risk.  External sites are not part of this Site and do not belong to us.  We do not endorse or accept any responsibility for the content of such external websites, nor the products or services on them.  Any external websites are independent from us, and we have no control over or responsibility for the information provided, the accuracy of such information, or activities undertaken on such sites.  We do not control any such third parties, nor do they control us, and we assume no liability or responsibility with respect to any such third party.

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Prohibited Visitors:

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Compass has not conducted detailed research into the legality or otherwise of the viewing or use of this site in jurisdictions other than the United Kingdom. Non-UK-resident persons choosing to view or make use of this site do so on the basis that they have informed themselves of any regulatory or other consequences of their doing so.

Access to this Site and any information on the Site is not directed at any person in any jurisdiction where (by reason of that person’s nationality, residence or otherwise) it is prohibited to access the Site or direct such information for any reason.  If you are a person in a jurisdiction in which such prohibitions apply you must not access this Site.

WARRANTIES AND LIMITATIONS OF LIABILITY:

THE SITE IS PROVIDED “AS IS” AND YOUR ACCESS AND USE OF IT IS AT YOUR OWN RISK.  To the extent permitted by law and unless otherwise specifically set out in this Agreement, we make no warranties, representations or undertakings in respect thereof and all warranties representations, undertakings, or other terms or any kind, whether express or implied by statute, custom or usage (including without limitation, warranties as to satisfactory quality, fitness for purpose or skill and care) relating to the Site and the information contained in or omitted from the Site are excluded.

Compass is not responsible for any errors or omissions or for the results obtained from the use of any information on this Site or for any technical problems you may experience with the Site. 

To the fullest extent permitted by law, Compass (and its affiliates, agents or licensors) shall not be liable, whether in contract, tort, negligence, misrepresentation or otherwise, for any direct or indirect loss or damage caused, directly or indirectly, by your use of the Site or the information contained on the Site or provided to you pursuant to your use of the Site.

In no circumstance shall Compass (or any of its affiliates, agents or licensors) be liable for any direct, indirect, incidental, special or consequential loss or damages (including, without limitation, loss of profit, business opportunity, loss of goodwill, anticipated savings or data) arising from: (i) your inability to use the Site at any time or any error in the provision of the Site; (ii) unauthorized access to or alteration of the Site or any information or data transmitted in relation to the Site; (iii) any error, fault, computer virus or other computer or data-corrupting or data-damaging material transmitted through the Site; (iv) third party services outside Compass’ reasonable control (including, but not limited to, telephone and browser services and your use of email communications to contact or instruct us, and any delay in our receipt or confirmation of such a communication, any interception of or changes to such a communication and any reasonable delay in acting on such a communication), whether such services are used by you to access the Site or otherwise; (v) your use of and/or reliance on other web sites to which you have gained access by means of hyperlinks published on the Site; or (vi) any inaccurate information, material or opinions published on the Site (or accessed via the Site) or your reliance thereon.  For the avoidance of doubt this provision shall apply whether or not the relevant loss or damage arises by reason of Compass’ negligence or in contract, tort, misrepresentation or otherwise.

COMPASS’ LIABILITY IS LIMITED EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES THAT YOU SUFFER OR IF ANY REMEDY YOU HAVE FAILS OF ITS ESSENTIAL PURPOSE.  THIS DISCLAIMER OF LIABILITY APPLIES TO ANY AND ALL DAMAGES OR INJURY, INCLUDING THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.

You shall be liable to Compass for any loss, liability or cost that Compass (or any of its affiliates) suffers as a result of your use of the Site or any breach of this Agreement, and in particular any warranties, representations or undertakings made, by you.  You agree to indemnify, defend and hold harmless Compass and its affiliates, agents, employees and third party sources from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) that arise from or relate to: (a) your use of the Site; (b) your breach of this Agreement or any representation, warranty or covenant made by you in this Agreement; (c) your violation of any applicable law, statute, ordinance, regulation or of any third party’s rights, or (d) claims asserted by third parties which, if proven, would place you in breach of representations, warranties, covenants or other provisions contained in this Agreement.

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Copyright Information:

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Unless stated otherwise, the information, materials, logos and images contained in this Site are the property of Compass or its affiliates or its licensors, with all rights reserved.  Compass Partners International and/or other Compass marks referred to on the Site are trademarks which belong to Compass.  No visitor may use such trademarks or other devices without the prior written consent of Compass.

Other product and company names reproduced on the Site may be the trademarks (registered or otherwise) of the respective owners, and all rights in the material on any other web sites which you may be able to link to from the Site may be owned by third parties, with all rights reserved by such parties.

You may not publish, broadcast, retransmit, reproduce, repackage, frame, commercially exploit, create any derivative of or otherwise redistribute all or any portion of the Site except as explicitly permitted in this Agreement.

As a visitor to the Site, you may view the Site and you are welcome to print hard copies of material on it for your personal, non-commercial use.  You may not remove any copyright, trademark or other proprietary notice or legend contained on (or printed from) the Site.  All other copying or distribution of any part of the Site whether in electronic, hard copy or other format is prohibited.  Any copies must not alter the original content and must reproduce our copyright notices.

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Submissions:

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If you send any communications or materials to the Site by electronic mail or otherwise, including any comments, data, questions, suggestions or the like, all such communications are, and will be treated as, Compass’ property.  Thus, you give up any claim that any use of such material violates any of your rights including moral rights, privacy rights, proprietary or other property rights, publicity rights, rights to credit for material or ideas, or any other right, including the right to approve the way we use such material.  We are free to use, without any compensation to you, any concepts, ideas, know-how or techniques contained in any communication that you send to the Site or to us for any purpose whatsoever, including but not limited to developing business plans or investment strategies.  We are not obligated to use any such ideas or materials and you have no rights to compel such use.

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PRIVACY NOTICE:

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1.The Purpose of this notice

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This notice sets out how the personal data provided to Compass Partners International II LLP, its affiliated entities and subsidiaries (together, “Compass”) is used, stored, transferred or otherwise processed, and other matters relating to it.

This Notice expresses our firm commitment to protecting the privacy of our current and prospective counterparties, investors, suppliers and other business contacts as they interact with us in person, through the internet, or by other means. Additional information regarding privacy issues may be provided to you in connection with a particular product or service provided or contracted by us or any of our affiliates, whether through a website, by telephone, or in writing. Such additional information may be required by applicable law or as a result of the type or nature of the product or service in question. We encourage you to read all information provided to you in connection with the use of your information.

This notice does not apply to the processing of personal information relating to Compass employees or partners, or where we make another privacy notice available.

Any questions about the contents of this policy or how personal data will be used, stored, or transferred, should be sent to compliance@cpil.co.uk

 

2. Responsibility for personal data

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Compass Partners International II LLP is the “data controller” for the personal information provided to Compass.  This means that Compass will become responsible for how the personal data is dealt with by Compass and associated third parties. Compass Partners International II LLP is registered as a data controller with the Information Commissioner’s Office, with registration number ZA454370

Compass is also the data controller for information collected through www.cpil.co.uk (the “Website”). The content on Website is intended solely to provide general information regarding Compass. Compass does not offer or make available its investment advisory services to the general public. Information in the site does not constitute and is not intended as, an offer or sale of any security or investment product or investment advice. Offerings are made only pursuant to a private offering memorandum containing important information regarding risk factors, performance and other material aspects of the applicable investments.

All marketing activities by or on behalf of Compass must comply with applicable DP Laws (and other applicable laws and regulations).

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3.     Uses of personal data

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Investors

Compass requires personal information in respect of the Funds for a number of reasons, including:

• verifying the identity of prospective investors for the purpose of complying with the statutory and regulatory requirements of the relevant Fund and any functionary of the Fund in relation to anti-money laundering in the UK or elsewhere;

• evaluating and complying with any anti-money laundering, regulatory and tax requirements in respect of the relevant Fund;

• contacting investors with information about other products and services provided by Compass which it considers may be of interest to investors;

• carrying out the function of the Manager of the relevant Fund and administering the investor’s investment in the Fund;

• meeting the legal, regulatory, reporting and/or financial obligations of the relevant Fund or any functionary of the relevant Fund in the UK or elsewhere, including, without limitation, with respect to compliance with the US Foreign Account Tax Compliance Act (“FATCA”) and the OECD common reporting standard (“CRS”) or any legislation, regulations or guidance enacted in any jurisdiction that seeks to implement a similar tax reporting or withholding tax regime; and

• any purpose ancillary to the management and operation of the relevant Fund and/or any of its investments.

Business contacts

If you have had contact with Compass, for example through emailing us or meeting a Compass representative, we may store limited amounts of personal information relating to you which you provide to us, such as your name, job title, employer organisation and contact details. We will store this personal information for a number of reasons, including:

• maintaining a record of contacts;

• providing periodic business updates and sending promotional materials; 

• inviting you to presentations and events and organising meetings between you and Compass’s representatives;

• safeguarding our legal rights and interests;

• administering any transaction that we enter into;

• managing our investments or potential transactions; and

• seeking and receiving advice from our professional advisors, including accountants, lawyers and other consultants.

Service providers and advisors

If you are a service provider, supplier to Compass, or one of its professional advisors (or a person employed by or otherwise connected with any such third party), we will store limited amounts of personal information relating to you, including your name, job title, qualifications, employer organisation and contact details. We will store this personal information for a number of reasons, including:

• administering and maintaining records of services or advice we have received and commissioning further services;

• complying with our regulatory, tax and legal obligations, including assessing and managing risk;

• safeguarding our legal rights and interests; and

• seeking and receiving advice from our professional advisors, including accountants, lawyers and other consultants.

Transaction related contacts

If you are involved in a transaction that Compass is involved in, or a potential transaction that Compass considers, we may store personal information relating to you. This might include your CV, details of your previous employment history, business profile and professional activities, information relating to your financial status and dealings, nationality information (including copies of identity documents, such as a passport), references provided by third parties, and results of other due diligence carried out. We will store this personal information for a number of reasons, including:

• assessing potential transactions;

• maintaining records of investments;

• administering any transaction that we enter into;

• assessing your suitability for involvement in a transaction, including by verifying your identity;

• complying with our regulatory, tax and legal obligations, including assessing and managing risk;

• safeguarding our legal rights and interests;

• seeking and receiving advice from our professional advisors, including accountants, lawyers and other consultants; and

• providing periodic business updates and sending promotional materials.

Other individuals

Compass also collects personal data when individuals voluntarily submit information to, or contact Compass through, our Website, by emailing Compass using the contact details available on the Website or through other interactions with Compass.  For example, individuals may provide Compass with personal data in a request for general information, through the submission of a business proposal or when expressing an interest in working with, or otherwise discussing employment with, Compass or any portfolio company of Compass. Compass may process any personal data, such as name and e-mail address, for Compass’s reasonable and legitimate business purposes including, but not limited to, the following purposes:

• Fulfilling requests or reply to inquiries made by the relevant individual;

• Considering applications for employment;

• Providing periodic business updates and sending promotional materials subject to regulatory permissions, and other communications;

• Protecting against, identifying and preventing fraud and other unlawful activity;

• Complying with and enforcing applicable legal requirements, including, without limitation, with respect to compliance with FATCA and CRS (as well as any legislation, regulations or guidance enacted in any jurisdiction that seeks to implement a similar tax reporting or withholding tax regime), and relevant industry standards and Compass policies;

• Helping to detect, prevent, investigate, and prosecute fraud and/or other criminal activity; and

• managing Compass’s information technology and to ensure the security of the Compass’s systems.

The submission of personal data through the Website, in person or via email is voluntary.

If you visit any of our offices in person, your image may be captured on our CCTV system. We operate a CCTV system to protect our buildings and assets from damage, for the personal safety of our staff and visitors and to support law enforcement bodies in the prevention, detection and prosecution of crime.

Compass processes personal data where necessary for the compliance with a legal obligation (as noted above), for the performance of a contract, in connection with legitimate interests of Compass (such as the running and promoting of our business, maintaining contact with investors, service providers, business contacts and others) or on the basis of consent received from the relevant individuals in compliance with the applicable legal requirements in respect of that consent. 

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4.     Disclosure to third parties

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Disclosures relating to investors

In relation to personal data processed in connection with a Fund, each Fund’s structure involves legal entities affiliated with Compass to allow it to operate and fulfil its aims.

Compass also relies on third parties to help it document, effect and administer investments in each Fund both at the outset and on an on-going basis.  Compass may, therefore, transfer personal data to third parties from time to time including:

• Compass’s legal and other advisers to allow them to facilitate investments in the relevant Fund.

• Any Fund’s outsourced administrator or other service providers, such as depositaries, that provide administrative services to the Fund.

• Compass’s financial service providers, such as placement agents, custodians, banks and others used to facilitate transactions.

Other disclosures

In wider circumstances, Compass may also transfer personal data to third parties, including

• Entities within the Compass group.

• Compass’s legal and other advisers.

• Compass’s financial service providers, such as placement agents, custodians, banks and others used to facilitate transactions.

• Compass’s other service providers such as IT service providers and consultants, that provide support and administrative services to Compass.

• Credit reference agencies.

• Financial intermediaries.

• Other persons who have an interest or involvement in, or who are considering an interest or involvement in, a Compass transaction, including co-investors, other providers of finance and investors in Compass funds.

There may also be circumstances where Compass is obliged by law to disclose personal data, including to law enforcement or other government agencies, tax authorities, applicable regulators (or in response to requests from such parties) or in the context of litigation.

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5.     Information security

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The security of data is central to our business. We use reasonable technical, administrative, and physical security measures to reduce the risk of losing, unauthorised access to, or inadvertent destruction of, your personal data. We train our employees to handle personal and business information in accordance with approved policies and procedures that we have established to ensure compliance with applicable laws and internal policies for protecting personal information.
You acknowledge that the transmission of information via the internet is not secure. We cannot guarantee the security of your data transmitted to our public Website, any other site used by us and accessible by you or through electronic communications, and any transmission is at your own risk.

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6.     Location and transfer of personal data

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It may be necessary for Compass or associated third parties (including the parties to whom we disclose personal information in accordance with this notice) to effect cross-border transfers of personal data, including to the United States of America and to other countries outside the European Economic Area (the “EEA”).  In some cases, personal data may be transferred to jurisdictions outside of the EEA that are not deemed to have data protection frameworks that are equivalent to those of the EEA countries, such as the United States of America. Such transfers may be to other Compass entities, to governmental, regulatory or judicial authorities, auditors, legal advisors or agents as well as to sub-contractors engaged by Compass. Compass uses data transfer agreements incorporating standard contractual clauses approved by the European Commission to transfer personal data to such jurisdictions.

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7.     Retention periods

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Compass and those third parties to whom personal data is transferred will retain that data as long as is necessary for the purposes set out in Section 3.  In particular, Compass will hold certain personal data and other information regarding investors in Funds for at least as long as they remain investors.  The retention period may extend beyond the investment term where necessary for the Funds’ legitimate interests, including to comply with legal or regulatory obligations or to facilitate the relevant Funds’ on-going administration and performance.

8.     Individual rights

Individuals whose personal data is processed by Compass have certain legal rights in respect of the information.  These include:

• The right to request access to personal data.

• The right to obtain information about the use of personal data including: (i) the purposes for which personal data is being used; (ii) the categories of personal data being used; (iii) to whom personal data has been or will be disclosed; (iv) where possible, the period for which data will be retained; (v) the right to require rectification or erasure of personal data or restrict or object to its use; (vi) the right to lodge a complaint with a supervisory authority; and (vii) whether personal data is subject to any automated decision-making including profiling.

• The right to require rectification (correction) of errors in personal data without undue delay.

• The right to have personal data erased without undue delay in certain circumstances including where: (i) the personal data no longer needs to be processed for the purposes for which it was collected; (ii) the personal data has been processed unlawfully; and (iii) erasure is required by applicable law.

• The right to restrict the processing of personal data in certain situations including where: (i) the data subject is contesting the accuracy of the personal data; (ii) the data is being processed unlawfully but the data subject does not want the data erased; (iii) the personal data is no longer needed for the purposes for which the data subject provided it but the data subject requires that data to help establish, exercise or defend legal claims.

• The right to receive personal data in a structured, commonly used and machine-readable format and transmit that data to a third party.

If an individual wishes to exercise any of these rights and Compass has transferred that person’s data to a third party, Compass will communicate that request to the relevant third party unless it would be impossible or involve disproportionate effort for Compass to do so.

To request this information, please email compliance@cpil.co.uk.

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9.     Cookies

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Please note that we may use cookies on our website in order to identify what kind of device you have in order to enable us to present content in the best way, to enable us to carry out a language switch, to make the Site operate more efficiently and in order to gather information about how people use our Site. A cookie is a small data file that is placed on your computer by the websites that you visit. Such cookies do not retrieve information about you stored on your hard drive and do not corrupt or damage your computer or computer files. We do not use cookies to collect Personal Information.

In particular, we use the following cookies:

Strictly necessary cookies. These are cookies that are required for the operation of our Site.

Analytical/performance cookies. These cookies collect information about how visitors use our Site, for instance which pages visitors go to most often, and if they get error messages from web pages. Information collected by these cookies is aggregated and therefore anonymous. It is only used to improve how the Site works.

We use Google Analytics, a web analytics service provided by Google, Inc ("Google"). Google Analytics uses cookies to help website operators analyse how users use the Site. The information generated by the cookie about your use of the Site (including your IP address) will be transmitted to and stored by Google on servers in the United States. Google will use this information for the purpose of evaluating your use of the Site, compiling reports on website activity for website operators and providing other services relating to website activity and internet usage. Google may also transfer this information to third parties where required to do so by law, or where such third parties process the information on Google's behalf. Google will not associate your IP address with any other data held by Google. By using this Site, you consent to the processing of data about you by Google in the manner and for the purposes set out above.

You are not obliged to accept a cookie that we send to you, and you can in fact modify your browser so that it will not accept cookies. However, if you do this you may lose some useful functionality. Please also note that we have carried out an audit of our cookie-use and we do not believe that we are using any cookies on our Site that are unduly intrusive. For more information about cookies, including how to set your internet browser to reject cookies, please go to www.allaboutcookies.org.