1. Eisler Capital (UK) Ltd

1. This website (“Website”) is operated and issued by Eisler Capital (UK) Ltd (“EC” or the “Company”, and together with its affiliates, “we” or “us”) which is authorised and regulated by the Financial Conduct Authority of the United Kingdom (the “FCA”) (Reference Number: 709654). You can gain access to the FCA's rules and guidance notes from the following link: http://www.fca.org.uk.
2. EC is a limited liability company registered in England (Company Number: 09601428), with its principal business address at 1 Sherwood Street, London, W1F 7BL, United Kingdom.
3. General enquiries about this Website should be sent to [email protected]. Enquiries about investments in any EC managed product should be sent to [email protected].

2. These Terms

1. The terms and conditions in these Terms of Use (“Terms”) govern how you may use this Website and apply to all pages even where they are not individually disclaimed. These Terms also incorporate our Cookies Policy and Privacy Notice (please refer to Clause 3 below) and all other rules, procedures, policies, disclaimers, terms or conditions that EC may publish from time to time on this Website. Each of these is incorporated by reference and may be updated from time to time without notice.
2. By accessing or using this Website, you accept these Terms and agree that you will comply with them. 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, disclaimers, terms or conditions that govern all or any portion of this Website. You may not violate or attempt to violate the security of this Website.

3. Cookies and Privacy

1. This Website uses cookies. By continuing to use this Website you are giving consent to cookies being used. For information on cookies and how you can disable them, please refer to our Cookies Policy.
2. For information on how EC processes personal data, please refer to our Privacy Notice .

4. The Financial Reporting Council's Stewardship Code

1. Under the rules of the FCA Handbook, EC is required to include on this Website a disclosure about the nature of its commitment to the UK Financial Reporting Council's Stewardship Code (the “Stewardship Code”) or, where it does not commit to the Stewardship Code, its alternative investment strategy.
2. EC’s Stewardship Code disclosure statement is available on this Website at the following link: Stewardship Code.

5. Intended Audience of the Website

1. Subject to applicable law and regulatory requirements, this Website is directed only at: (A) investment professionals within the meaning of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“FP Order”) or Article 14 of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 (the “PCIS Order”) and for the purposes of the Alternative Investment Fund Managers Directive (2011/61/EU) (“Directive 2011/61/EU”) (“Professional Investors”); (B) high net worth companies and certain other entities falling within Article 49 of the FP Order or Article 22 of the PCIS Order (“Permitted Entities”); (C) professional clients or eligible counterparties for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC) (“MiFID”) (“Professional Clients” or “Eligible Counterparties”); (D) “Accredited Investors” as defined in Regulation D promulgated under the U.S Securities Act 1933 as amended; and (E) “Qualified Purchasers” as defined under the U.S Investment Company Act 1940 as amended, or as otherwise defined under applicable local regulations, and at whom this Website and the information on it may lawfully be directed in any relevant jurisdiction. For the avoidance of doubt, this Website is not directed at, or intended for use by, any person in any jurisdiction or country where such communication or use would be contrary to local law or regulation.
2. By accepting these Terms, you hereby certify that you are a Professional Investor, Permitted Entity, Professional Client / Eligible Counterparty, Accredited Investor or Qualified Purchaser.
3. It is your responsibility to inform yourself about, and to comply with, all relevant legal and regulatory requirements of any jurisdiction of which you are a citizen, in which you are resident, or in which you are accessing this Website, which may affect your eligibility to access the Website or subscribe to any investment services that EC offers. It may be illegal to view and/or download the information contained on this Website in certain countries and we disclaim all responsibility if you access or download any information from this Website in breach of any law or regulation of the country in which you are a citizen, or in which you are resident or domiciled.
4. The services, funds, and products described on this Website are not available in all countries or to all investors. As such, this Website and the information on it are not addressed to any person resident in any territory, country or jurisdiction where such distribution would be contrary to local law or regulation. Some funds are not available, and offering materials relating to them will not be distributed, to persons resident in any country where such distribution would be contrary to local law or regulation.
5. Any person subscribing for an investment, product or service (“Investment”) referred to on this Website must be able to bear the risks involved with such Investment and must meet the applicable suitability requirements relating to such Investment. Some or all Investments offered by EC may not be suitable for certain investors.
6. The content of this Website 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 investment, accounting, legal or tax advice. You should consult your own financial, tax, legal, accounting or other advisors about the content of this Website.
7. Users of this Website should be aware that EC is not acting for or advising them and is not responsible for providing them with the protections available under the UK regulatory system or otherwise. Compensation will not be available from the UK’s Financial Services Compensation Scheme to the extent relevant.

6. Right to Deny Access

1. EC reserves the right to revoke your access and/or right to use all or any portion of this Website at any time and for any reason. EC may immediately suspend or terminate your access to this Website or disable any username or password (whether chosen by you or allocated to you by us) at any time and at our sole discretion.
2. EC may have reason to update the Website from time to time, though it is not under any obligation to do so. EC may update or remove information from the Website without notice. From time to time, EC may restrict or suspend access to some parts of the Website or the entire Website, for example, for maintenance purposes. As such, access to the Website is not necessarily permanent or guaranteed.

7. Your Responsibilities

1. When you use this Website, you agree that you will not:
   (A) use the Website for any unlawful, improper or illegal purpose or activity, nor will you use this Website to damage our name or reputation, or that of any third party;
   (B) misuse the Website by knowingly introducing viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful, nor will you try to gain unauthorised access to the Website, the server on which the Website is stored, or any server, computer or databases connected to our Website, or attack the Website using a denial-of-service attack or a distributed denial-of service attack;
   (C) violate our, or any third party’s, copyright, trademark, proprietary or other intellectual property rights, as outlined further below;
   (D) access, copy, or otherwise use the Website, except as authorised by these Terms or as otherwise authorised in writing by EC in its sole and absolute discretion; and/or
   (E) impersonate any person or entity, use a fictitious name, or misrepresent your affiliation with a person or entity.

8. Use of Website Content

1. In the United Kingdom, the issue and communication of this Website has been approved by EC. If you are in the United Kingdom or in any member state of the European Economic Area (“EEA”), you should note that this Website may contain information or documents which constitute a financial promotion for the purposes of the Financial Services and Markets Act 2000 and the FCA Rules, and that this Website is issued only to and/or is directed only at persons who are Professional Clients / Eligible Counterparties, Permitted Entities or Professional Investors.
2. The information in this Website does not constitute an offer or solicitation of, or an invitation to apply for, purchase or sell, shares of any fund managed by EC or any other Investment in any jurisdiction. In particular, this Website is not intended as marketing of any alternative investment fund in the United Kingdom or any EEA member state for the purposes of Directive 2011/61/EU. EC does not provide investment advice to, nor receive and transmit orders from, investors in any funds, nor does it carry on any other activities with or for such investors that constitute MiFID or equivalent third country businesses for the purposes of the FCA Rules.
3. The information and opinions on this Website do not constitute an investment recommendation, or other information recommending or suggesting an investment strategy.
4. The information and opinions contained on this Website have been compiled, or arrived at, by us from sources believed by us to be reliable as at the date of publication. However, such information and opinions are subject to change with no notice. The information and opinions do not in any way constitute investment, legal, tax or other advice and are for background purposes only.
5. There is no way to invest through the Website. Any offer of Investment will only be made on the basis of the confidential private placement memorandum (“Memorandum”) relating to the relevant Investment. PROSPECTIVE INVESTORS SHOULD REVIEW THE MEMORANDUM, INCLUDING THE RISK FACTORS, BEFORE MAKING A DECISION TO INVEST. Prospective investors should rely only on the 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 Memorandum. Subscriptions may only be made on the terms of the 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.

9. Accuracy of Information

1. EC has taken reasonable care to ensure that the information on this Website is accurate, current, fit for its intended purpose and compliant with applicable law and regulation. However, the information contained on this Website has not been independently verified and errors and omissions may occur due to circumstances beyond our control.
2. We do not offer any warranties or representations regarding the accuracy, validity or completeness of the information on this Website, and we expressly exclude liability and responsibility arising from your reliance on the information and other materials on the Website, or the reliance of anyone with whom you share the materials.
3. Any analysis contained on this Website is based upon a number of assumptions. Changes in such assumptions could produce materially different results. The content of this Website 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. Any views, forecasts, estimates or opinions expressed on this Website may change without notice.
4. You must conduct your own due diligence and investigations rather than relying on any information on this Website. Any person who acts on, or changes their investment position in reliance on, the information contained on this Website does so entirely at their own risk.

10. Our Liability

1. Further to Clause 9, we do not accept any responsibility for: (A) the correctness, accuracy, timeliness or completeness of the content of this Website, for any viruses contained in, or attached to, this Website or for any loss, damage or lost opportunities resulting from the use of the Website; (B) any reliance which is placed by any visitor on the information on this Website, or by anyone who may be informed of its content; or (C) any information or opinions which are expressed on this Website and, to the extent permitted by law, we expressly exclude all conditions, warranties, representations, undertakings and other terms which might otherwise be implied by statute, common law or in equity.
2. To the maximum extent permitted by applicable law or regulatory requirements, neither EC nor any of its affiliates or our respective officers, partners, employees or agents shall have liability 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, or data transmission errors such as data loss or damage or alteration of any kind arising out of the use of our Website or other services. 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 howsoever arising (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 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.
3. Further, you agree that if you transmit confidential or proprietary information through the Website, you do so entirely at your own risk.

11. Your Indemnity

You agree to indemnify, defend, and hold harmless EC, its affiliates and our respective officers, partners, employees, and agents from and against all claims, liabilities, damages, losses, or expenses, including legal fees and costs, arising out of or in any way connected with your breach of these Terms and/or access to or use of this Website.

12. Third Party Websites

At times this Website may contain links to or from other websites over which EC has no control. These links are solely for your convenience or information and may be subject to their own terms and conditions. We cannot verify the accuracy of any information contained in third party websites, nor does the inclusion of these links represent an endorsement, partnership, sponsorship, approval or recommendation of the third-party websites. We accept no liability for the content of any website to which the Website links.

13. Investment Performance

You should note that Investments do involve risk, including the possible loss of the entire capital invested, and past performance is not a guide to future performance. An Investment may expose you to a significant risk of loss; the value of your investments and the income from them may go down as well as up and returns are not guaranteed. Tax reliefs may change from time to time, as they have done previously, and rates of exchange may cause the value of investments to go up or down. Some, but not all, of these risks will be contained in the Memorandum. Potential investors should familiarize themselves with these risks and obtain advice from their own financial, accounting, legal, tax and other advisors and only make investment decisions based on the investor’s own objectives, experience and resources.

14. Calls Recorded

For the protection of all parties, telephone calls to EC and/or its affiliates may be recorded.

15. Intellectual Property

1. EC is the owner or licensee of all intellectual property rights in any material published or referenced on the Website, including all trademarks, logos, service marks, service names, text, graphics, software, photographs and other images, videos and sound, whether they are registered or not ("EC's IP Rights"). These materials are protected by, among other things, intellectual property laws and treaties around the world. All such rights are reserved.
2. You may use, download, and reproduce in hard copy, the Website and any materials located on it for your own personal, non-commercial use only. You must not otherwise copy, reproduce, republish, disassemble, decompile, reverse engineer, download, post, broadcast, transmit, make available to the public, licence or otherwise use Website content in any way, in whole or in part, without EC’s express prior written consent. You also agree not to adapt, alter, or create a derivative work from any Website content. In the event of any permitted use, copying, redistribution or publication of content on the Website, no changes in or deletion of author attribution, trademark or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights or authorisation to use EC's IP Rights by downloading or otherwise using Website content.
3. No statements on this Website should be construed as granting any licence, consent or right in relation to any of EC's IP Rights or that of any third party.

16. Changes to Terms

EC may revise these Terms from time to time at our discretion by updating this page. The revised Terms will take effect when they are posted. You are expected to check this page from time to time and to note any changes that may have made, as by using this Website you acknowledge that you have accepted any such amendments.

17. Severability

In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law and the unenforceable portion shall be deemed to be severed from these Terms (such determination shall not affect the validity and enforceability of any other remaining provisions). When used in these Terms the words ‘includes’ and ‘including’ shall be deemed to be followed by the phrase ‘without limitation’.

18. Material Interests

EC, its affiliates and our respective officers, partners, agents and/or employees may have holdings in the investment funds referred to on this Website and may otherwise be interested in transactions that you effect in those funds.

19. Term and Termination

1. These Terms will apply to you as soon as you access the Website and will continue to have effect until they are terminated.
2. EC may terminate your right to use the functions of our Website at any time, including if you violate or breach these Terms or if allowing you to access and use the Website or its related functions would violate any applicable local, state, provincial, national and other laws, rules and regulations, or would expose us to any legal liability whatsoever.
3. Notwithstanding the termination of these Terms, any provisions of the Terms that by their nature should continue to apply after termination of these Terms will do so. This includes all limitations on liability, choices of law and judicial forum, and intellectual property protections and licences.

20. No Waiver

No waiver by us shall be construed as a waiver of any preceding or succeeding breach of any provision of these Terms.

21. Third parties

EC, its affiliates and our respective officers, partners, agents and/or employees shall have the benefit of the rights conferred on them by these Terms. Otherwise, no person who is not a party to these Terms may enforce its terms under the Contracts (Rights of Third Parties) Act 1999.

22. Entire agreement

These Terms (incorporating our Cookies Policy and Privacy Notice) and all other rules, procedures, policies, disclaimers, terms or conditions as set out in this Website shall form the entire agreement between you and us in relation to your use of this Website.

23. Governing Law

These Terms and any non-contractual obligations arising from or connected with them shall be governed by and shall be construed in accordance with the laws of England and Wales. The courts of England and Wales will have exclusive jurisdiction over any dispute arising from, or related to, use of this Website whether arising out of or in connection with contractual or non-contractual obligations (“proceedings”). It is a condition of using this Website that you waive any objection to proceedings in such courts on the grounds of venue or that proceedings have been brought in an inconvenient forum, although we retain the right to bring proceedings against you in your country of residence or any other relevant country at our discretion.