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Terms & Conditions

1.    Terms and Conditions

These terms and conditions ("Terms and Conditions") govern the use of the website http://www.preqin.com (the "Website") and the Service (as defined below) by any natural person who uses the Service, having registered and established a username to do so (the "User") and the company or other organisation with or for whom the User works as identified on the User's registration form (the "Client Organisation") (hereinafter together termed the "Client").

The Website and the Service are provided by Preqin Ltd, a company registered in England with registered number 04456744, and whose registered office is at 3rd Floor, Vintners Place, 68 Upper Thames Street, London EC4V 3BJ (“Preqin”).

 

2.    Use of the Website

Use of the Website constitutes the Client's acceptance of, and agreement to be bound by, these Terms and Conditions. Any Client who does not agree to these Terms and Conditions must immediately cease using the Website.

Preqin reserves the right to amend these Terms and Conditions from time to time by posting changes on the Website, and the Client acknowledges that its continued use of the Website signifies acceptance of any such revised Terms and Conditions.

 

3.    Registration, usernames and passwords

Usernames and passwords are personal to each User, and multiple Users within a single Client Organisation will each require an individual username and password. The User undertakes not to disclose or offer to disclose the User’s username or password to any other person (either body corporate or natural), including (for the avoidance of doubt) to any other person within the same Client Organisation, and acknowledges that any breach of security resulting in the use or attempted use of his/her username and/or password by any other person constitutes a material breach by the User of the terms of the Agreement.

The Client acknowledges that the Client will be liable for, and Preqin is entitled to proportionate compensation from the Client in respect of, any such disclosure or breach of security. Such compensation shall, subject to any further awards of damages by a court of competent jurisdiction, equal the subscription fee that would, all other factors being equal, apply to the use of the Service by such other person or persons.

In the event of loss or theft of a username or password, or in the event that the Client suspects that a User’s username or password has been disclosed to any person other than the User, the Client shall notify Preqin immediately in writing, and the relevant User shall immediately change his/her password and take all reasonable steps to preserve the secrecy of his/her new password.

 

4.    The Agreement

These Terms and Conditions and any order form completed by the Client and received and accepted by Preqin constitute the “Agreement”.

Preqin hereby agrees to furnish to the Client and the Client hereby agrees to use the service specified in any order form completed by the Client which is received and accepted by Preqin (the "Service") only in accordance with the Agreement.

The Service includes, without limitation, any data or information contained in the Service or the Website or otherwise and howsoever provided by Preqin to the Client (any and all of such data or information individually and collectively and any part of it being called the "Data").

The Client is solely responsible for obtaining, installing, maintaining and utilising at its own expense, compatible computer equipment and communications devices required to utilise the Service and the Website.

 

5.    No offer or advice

The Website and the Service are provided for information purposes only and do not constitute and should not be construed as a solicitation or offer, or recommendation to acquire or dispose of any investment or to engage in any other transaction whatsoever.

Nothing in the Website or the Service constitutes, and nor should it be construed as, investment, legal, tax or other advice of any nature whatsoever and it should not be relied on in making an investment or other decision. The Client should obtain relevant and specific independent professional advice before making any investment or other decision.

The Client hereby agrees that it will not hold Preqin responsible in law or equity for any decisions of whatsoever nature the Client makes or refrains from making following its use of the Website or the Service.

 

6.    No reliance

Preqin makes no representation or warranty that the information or opinions contained in the Website or the Service are accurate, reliable, up-to-date or complete. Neither Preqin nor any third party providing Data through the Service can guarantee the accuracy of the underlying data or any projections based thereon.

The information and opinions contained in the Website and the Service are provided by Preqin for the Client's own internal business use and informational purposes only and are subject to change without notice.

 

7.    Licence

Preqin hereby grants the Client a limited, non-exclusive, non-transferable licence, without the right to sub-license (the "Licence"), to access and utilise the Service and the Data solely for its information in connection with its own internal business purposes, in accordance with the terms and conditions of the Agreement.

 

Prohibitions on use

All rights not specifically granted to the Client are hereby retained by Preqin.

The Client may not and hereby agrees that it will not without Preqin’s prior written consent: (i) use the Service in any manner or for any purpose other than those expressly specified in the Agreement; (ii) alter, reverse engineer, decompose, disassemble or otherwise seek to duplicate the performance characteristics of the Service (or attempt to do any of the foregoing); (iii) rent, lease, lend, sell, sublicense, trade, assign, give or permit access to, disclose, use on behalf of, furnish, copy, modify or distribute the Service or the Data or any part of the Service or the Data (or offer to do any of the foregoing), to any third party not expressly permitted in the Agreement, including but not limited to, any affiliate or any other department of the Client; (iv) remove or obscure Preqin's proprietary right notices.

The Client undertakes not to copy, modify, duplicate, distribute (in hard copy, machine readable or any other form) the Service or any Data in whole or in part, nor commercially to exploit or re-sell the same, and that it will not disclose or offer to disclose any Data received by it through its use of the Service to any third party nor to any person within the Client Organisation who is not a User, other than as expressly permitted herein.

 

Limited excerpts

The Client may include limited excerpts of the Data in reports and presentations that are prepared for the Client's own internal information purposes (which, for the avoidance of doubt, shall not include any right to publish any Data in speech or in writing or by any electronic media or otherwise, to any third party). In addition, the Client may use limited excerpts of the Data in presentations or documents disclosed to third parties, provided that in all such instances, the Client must cite Preqin as the source of the data in the following format: “Source: Preqin Ltd”. In each case, the excerpt must be limited in qualitative and quantitative terms, and there must be no regular disclosure or distribution of such excerpts.

For the avoidance of doubt, if the volume of Data or the frequency with which the Client wishes to disclose or distribute Data to third parties is such that this could reasonably be considered to be a practical alternative for such third parties to having to subscribe to any Preqin service themselves, then this would be considered to exceed what would constitute a "limited excerpt". In cases of ambiguity or doubt, the Client shall seek Preqin’s advice and approval prior to disclosing the Data. Preqin agrees to respond promptly to such requests, but the decision as to whether to permit distribution of such limited excerpts shall be in Preqin’s absolute discretion.

 

Financial Products

For the avoidance of doubt, the Client may not:

  1. use the Service or any of the Data in the creation, structuring or provision of any financial instrument or investment product (each, a “Financial Product”);
  2. present such Service or Data to the Client’s customers, potential investors or investors as part of any Financial Product; or
  3. use such Service or Data directly in calculations required for the creation, structuring or provision of any Financial Product,

except with the prior written agreement of Preqin, and subject to separate agreement on the Fees to be paid and on the terms and conditions of such use.

 

8.    Data downloads

The Service may include a facility enabling the User to download certain Data from the Website (including, without limitation, listings of names and/or email addresses of representatives of private equity firms, investors or other third parties). The Data derived from such downloads is for use exclusively by the Client in accordance with the licence granted under Clause 7, and the Client may not disclose, transmit or pass such Data to any third party (or offer to do any of the foregoing) without the prior written approval of Preqin, other than as expressly permitted under this Agreement.

The Client may use such Data for the purpose of making contact with individual potential investors, but only by means of personal letters or e-mails directed at individuals which the Client has specifically identified and which are individuals to whom the Client’s offer is relevant.

For the avoidance of doubt, the Client may not use such Data for the purposes of sending mass emails or sending either letters or e-mails of substantially the same content to multiple recipients, without the prior written approval of Preqin.

 

9.    Fees

The Agreement governs the provision and use of the Service. The Service will be furnished to the Client in consideration for the mutual covenants and obligations contained in the Agreement and the subscription fees and other fees (if any) as specified in the order form completed by the Client which is received and accepted by Preqin (recognising that Preqin may supply part of the service to a Client where the subscription fee may be zero) (the "Fees").

Preqin shall invoice, and the Client shall pay Preqin during the term of the Agreement, all Fees. The Client shall pay the Fees to Preqin within thirty (30) days of the date of invoice. The Client shall pay applicable value added tax and any applicable sales taxes (excluding taxes imposed on Preqin's net income) that are imposed as a result of the transactions covered by the Agreement.

The Client shall pay to Preqin accrued interest at a rate equal to the lesser of: (a) 4% per annum above the Bank of England’s Official Bank Rate from time to time; and (b) the greatest amount permitted by applicable law, upon any amounts not paid when due, for the period from and including the due date up to the date of actual payment (after as well as before judgment).

The right to receive interest under this Clause in respect of any unpaid sum is not exclusive of any rights, powers and remedies provided by law in respect of the failure to pay the relevant sum on the due date or at all.

Preqin reserves the right to discontinue providing the Service in the event that the Client defaults in payment of any invoice, and such discontinuance does not constitute waiver and shall not excuse the Client from payment of any Fees due under the Agreement.

 

10.    Web crawlers

The User agrees not to access, or attempt to access, monitor or copy any of the Website or the Service through any automated software or other automated means (including, but not limited to, the use of agents, robots, spiders, scripts or web crawlers).

 

11.    Disclaimers – US users of Secondary Market Monitor and Preqin Investor Network

Certain of the Data provided by Preqin as part of the Service (including but not limited to Data provided via the Preqin Investor Network and the Secondary Market Monitor) are not available to the public and relate to investment vehicles including unregulated collective investment schemes. The communication or distribution of such information to persons in the US may be restricted by applicable US laws. Accordingly, and without prejudice to Clause 5 of these Terms and Conditions, in relation to users in the US, the Service and the Data provided by Preqin are directed at and should only be accessed and relied upon by persons who are “qualified purchasers” as defined in section 2(a)(51)(A) of the US Investment Company Act of 1940 as amended. The Service is not directed at and should not be accessed or relied upon by any other category of person and the reproduction, transfer or other re-communication of Data provided by Preqin to persons in the US other than “qualified purchasers” is not permitted.

 

12.    Disclaimers – UK users of Secondary Market Monitor and Preqin Investor Network

Certain of the Data provided by Preqin as part of the Service (including but not limited to Data provided via the Preqin Investor Network and the Secondary Market Monitor) are not available to the public and relate to investment vehicles including unregulated collective investment schemes. The distribution of such information in or from the UK may be restricted or prohibited by the UK financial promotion regime prescribed pursuant to sections 21 and 238 of The Financial Services and Markets Act 2000 (“FSMA”).

Accordingly, and without prejudice to Clause 5 of these Terms and Conditions, the Service and the Data provided by Preqin are directed at and should only be accessed and relied upon by persons who fall within any of the following categories prescribed in The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”): (a) persons who access the Service from outside the UK, but only if the communication and receipt of the Data is lawful in that jurisdiction (and, in relation to persons in the US, without prejudice to Clause 11); (b) investment professionals within the meaning of Article 19(5) of the Order (which includes persons authorised under FSMA; persons exempted from the requirement to be so authorised; persons whose ordinary activities involve making investments in such investment vehicles for business purposes; and governments, local authorities and certain international organisations); (c) high net worth organisations as specified by Article 49 of the Order (which includes a company, or the subsidiary of a company, which has net assets or called-up share capital of at least £5 million (or £500,000, if the company or its parent, as applicable, has 20 or more members); unincorporated associations or partnerships having net assets of not less than £5 million; and trustees of trusts with net assets exceeding £10 million in value at any time in the preceding 12 months) (together “relevant persons”).

The Service is not directed at and should not be accessed or relied upon by any other category of person and the reproduction, transfer or other re-communication of Data provided by Preqin to persons other than relevant persons is not permitted.

 

13.    Linked sites

The Website may contain links to external websites. Preqin has not reviewed any of the external websites linked to the Website and does not endorse or accept any responsibility for the content of such websites, nor the products or services or other items described on or offered by such websites, nor the data protection practices or policies of such websites. Preqin is not liable for any loss or damage which may be incurred by the Client as a result of or in connection with any access to, or use of, such external websites.

 

14.    Intellectual property

The Client acknowledges that the Website, the Service and the Data and any related confidential information and documentation, together with all intellectual property rights embodied therein: (i) are and shall remain the property of Preqin; (ii) are protected under the patent, trademark, copyright, trade secret, confidential information and other intellectual property laws of the United Kingdom and other jurisdictions; and (iii) were created, compiled, prepared, selected and arranged by Preqin or its suppliers (as applicable) through the expenditure of substantial time, effort and resources and constitute valuable intellectual property of Preqin or its suppliers (as applicable).

In all cases, any printout of any Data by the Client or its agents as permitted in the Agreement will include Preqin's copyright notice. In the event of a suspected breach of this Clause or any other restriction on distribution or copying of the Data contained in the Agreement, or in the event the Client becomes aware of a threat to any copyright owned by Preqin, the Client shall cooperate with Preqin to protect Preqin copyright by assisting in identifying to whom copies of such Data have been supplied.

The names, images and logos identifying Preqin and its products and services (including the Service and the Data) are proprietary marks of Preqin or its suppliers.

Nothing in the Agreement shall be construed as conferring expressly or by implication or estoppel or otherwise any licence or right under any trade mark or patent of Preqin or its suppliers.

 

15.    Confidentiality

The Client acknowledges and agrees that the Data and the Service supplied by Preqin constitute confidential information. The Client agrees not to disclose any such confidential information to any person, and not to use any such confidential information for any purpose other than the purposes permitted in the Agreement.

The parties to the Agreement shall treat as confidential, and shall not disclose to any third party, the terms of the Agreement, including but not limited to: (i) the Service; (ii) the Fees; and (iii) any username or password issued to each User under the Agreement.

Notwithstanding the two paragraphs above, either party may disclose any confidential information to the extent: (i) such disclosure is required by applicable law or regulation; (ii) the information has come into the public domain through no fault of the party intending to make the disclosure; or (iii) the information was independently developed by such party without reference to the Data or the Service, as demonstrated by contemporaneous written evidence.

 

16.    Change in the Service

The Fees under the Agreement relate only to the Service described in the relevant order form completed by the Client and received and accepted by Preqin.

Preqin may change, add to, enhance, or discontinue from time to time during the currency of the Agreement, any component of the Service or any means of conversion or communication forming part of, or used in the provision of, the Service.

To the extent Preqin discontinues any component of the Service, the Client's access to and rights to use such discontinued element of the Service shall terminate. If any such actual or proposed change to the Service results in a material diminution in the utility of the Service in the reasonable opinion of the Client, then the Client may notify Preqin of this, and will be entitled to either terminate the subscription and to receive a pro rata refund of the Fees, or to maintain access to the Service, but at a reduced Fee to be negotiated.

Preqin may elect to offer and the Client may licence and use new services, including but not limited to additional databases or additional Data, in consideration for additional Fees to be mutually agreed upon by the parties to the Agreement. These Terms and Conditions shall apply to any additional service reflected in an amended order form or side letter forming part of the Agreement, which service shall be deemed to constitute a Service for the purposes of the Agreement.

 

17.    Limitations of liability

Preqin (and, where relevant, its suppliers) provides to the Client the Website, the Service and the Data under the Agreement on an "as is" basis and without warranty of any kind.

The Client hereby waives all other warranties either express or implied, including but not limited to any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, compatibility, security or accuracy, non-infringement or otherwise, including time of performance.

Neither Preqin nor its suppliers warrant that the provision of the Website, the Service or the Data will be uninterrupted or error free or virus free, nor do they make any warranties (express or implied) as to any results or use of the same.

The Client expressly agrees that it uses the Website, the Service and the Data at its own sole risk. Accordingly, neither Preqin nor any of its agents nor its suppliers will in any way be liable to the Client or any other entity for any inaccuracies, errors, interruptions, defects, omissions, delays, damages, claims, liabilities or losses, regardless of cause, in or arising directly or indirectly from the use of the Website, the Service or the Data, or for any damage or delays to the Client's hardware, software or data caused by or incidental to the use of the Website, the Service or the Data.

While Preqin uses reasonable efforts to prepare and provide the Service to the Client, neither Preqin nor its agents shall be liable for any failure or inability to provide the Service due to any event, condition or circumstances beyond Preqin's reasonable control.

Neither Preqin nor its suppliers shall be liable for any special, consequential, exemplary or punitive damages, including, but not limited to, lost profits, whether or not it or they are aware of the possibility thereof.

Notwithstanding the foregoing, if Preqin or any of its agents is deemed liable to the Client for any reason (whether arising in contract, tort, strict liability or otherwise), Preqin's total liability including that of any of its agents hereunder shall be limited to the lesser of: (a) five hundred Pounds Sterling (£500) or the equivalent in US Dollars; and (b) an amount equal to the annual subscription payable by the Client for the use of the Service.

The Client further agrees that no action, regardless of form, arising from or pertaining to the Website, the Service or the Data may be brought by the Client more than one (1) year after the event giving rise to such action has occurred.

 

18.    Data protection

The User recognises that in order to provide the Service, Preqin needs to maintain basic contact and other details concerning the User. The User hereby consents to such retention of the User’s information by Preqin. Preqin undertakes to comply with the applicable provisions of the Data Protection Act 1999, as amended from time to time, in relation to the retention of such data.

The User also recognises that certain features of the Service store information in cookies and by using the Service, consents to the use of such cookies. More details are available in our Privacy Policy.

Preqin will occasionally arrange for Users to be sent e-mails from third parties offering services that we believe will be of benefit to them. If you would rather not receive such emails please contact us.

 

19.    Anti-bribery

Preqin shall, and shall procure that any supplier or any other person who performs or has performed services pursuant to the Agreement for or on behalf of Preqin shall: (i) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010; and (ii) not offer, or give, or agree to give, any person any gift or consideration of any kind as an inducement or reward for doing, or forbearing to do, or having done, or forbearing to have done, any act in relation to the obtaining or performance of the Agreement or for showing, or forbearing to show, favour or disfavour to any person in relation to the Agreement.

In the event of any breach of this condition or the commission of any offence by Preqin under the Bribery Act 2010 in relation to the Agreement, the Client may terminate this Agreement immediately by notice in writing to Preqin.

 

20.    Term and termination

The Service will be provided for a period of twelve calendar months, unless agreed otherwise in writing by the Client and Preqin. Upon completion of the initial and subsequent twelve month subscription periods, the subscription will be renewed for a further period of twelve months for the existing Fees ("autorenewal"), unless: (i) the Agreement is terminated prior to the renewal date by Preqin or by the Client; (ii) Preqin decides, in its sole discretion, not to offer the Client autorenewal and notifies the Client of such decision in accordance with this Clause 20; or (iii) Preqin offers to renew the subscription at revised Fees.

Preqin will:

  1. where Preqin offers to renew the subscription at revised Fees, provide to the Client a renewal invoice setting out the revised Fees not less than sixty (60) days prior to the expiry of the then-current twelve month term, in which case the autorenewal will take effect from the date of expiry of the then-current twelve month term; or
  2. where Preqin is not prepared to offer the Client autorenewal, provide to the Client written notice of Preqin’s decision not to offer the Client autorenewal not less than sixty (60) days prior to the expiry of the then-current twelve month term, in which case this Agreement shall expire on the expiry of the then-current twelve month term.

For the avoidance of doubt, if Preqin fails to give the Client sixty (60) days’ notice of the proposed revised Fees, the existing Fees will prevail at the autorenewal.

If the Client does not wish to benefit from autorenewal, then the Client must give Preqin written notice of this decision to opt out of autorenewal at least thirty (30) days prior to the expiry of the then-current twelve month term.

In the event the Client is merged with or acquired by a third party, or acquires a third party during the term of the Agreement, Preqin reserves the right, in Preqin’s sole discretion, to re-negotiate or terminate the Agreement with immediate effect.

Either party to the Agreement may terminate the Agreement and all rights hereunder at any time with immediate effect in the event the other party materially breaches or violates any term or provision of the Agreement or threatens to do so, including but not limited to, the Client's failure to pay any undisputed invoice, and (in the case of remediable material breaches only) fails to remedy such breach within thirty (30) days after receipt by the breaching party of notice from the non-breaching party specifying the breach and requiring such remedy.

All remedies under the Agreement are cumulative and Preqin reserves all rights and remedies provided at law and in equity.

Upon termination of the Agreement for any reason, the Client shall: (i) within a reasonable period of time, but in any event no later than thirty (30) days after termination, pay Preqin any outstanding Fees; (ii) immediately cease using the Service (whether in whole or in part) and delete or destroy all physical or electronic copies of any Data or other materials downloaded from the Website or otherwise provided to the Client as part of or in connection with the Service; and (iii) certify to Preqin in writing that the Client has complied with the immediately preceding sub-Clauses (i) and (ii). The Client agrees that it will not retain the Service or any component thereof after termination of the Agreement for any reason.

The Client accepts that termination of the Agreement shall not for any reason, unless otherwise specified herein, entitle the Client to any refund (in whole or in part) of any applicable Fees.

 

21.    Equitable relief

The Client acknowledges and agrees that, in the event of the Client's breach of any of the provisions herein, Preqin will suffer irreparable harm. The Client acknowledges that, monetary damages in law being insufficient and inappropriate remedy, Preqin shall be entitled to seek injunctive or other appropriate equitable relief in respect of a breach or threatened breach.

 

22.    Assignment

The Client may not assign or otherwise transfer the Agreement, nor any rights, duties or obligations under the Agreement to any other party, in whole or in part, including (but not limited to) other departments of the Client or the Client's affiliates, without the prior written consent of Preqin.

 

23.    Governing law

The Agreement shall be governed by and construed under the laws of England and Wales. Each party irrevocably agrees and submits to the exclusive jurisdiction of the English courts to settle any dispute, whether contractual or non-contractual, arising out of or in connection with the Agreement.

 

24.    Disputes

The European Commission has established an online dispute resolution platform to facilitate communication between the parties involved in a dispute arising from an online transaction. The platform is available here.

 

25.    Notices

Any notice or communication given under the Agreement shall be in writing and shall be delivered by hand, registered post, e-mail or facsimile to the relevant party's address, email address or facsimile number set out in the order form in respect of the relevant Service, marked for the attention of the person specified in such order form.

Any notice given under the Agreement shall, in the absence of earlier receipt, be deemed to have been duly given as follows: (i) if delivered by hand, on delivery; (ii) if sent by first class inland post, two clear business days after the date of posting; (iii) if sent by airmail, six clear business days after the date of posting; and (iv) if sent by facsimile or e-mail, at the expiration of 48 hours after the time it was sent.

 

26.    Amendment/modification

The Agreement is the entire agreement between Preqin and the Client with respect to the Service and the Client's use of the Website and of the Data. The Agreement may not be modified or amended except by an instrument in writing executed by both parties hereto, with the sole exception that Preqin may amend the Terms and Conditions from time to time in accordance with Clause 2 above by posting such amendments on the Website.

 

27.    Headings

Headings or captions contained in the Agreement are inserted only as a matter of convenience and for reference and do not affect construction.

 

28.    Severability

Each provision of the Agreement is severable from the others and if at any time any provision is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that shall not affect or impair the validity, legality and enforceability of the remaining provisions of the Agreement (in that jurisdiction or any other jurisdiction), or the validity, legality and enforceability of the relevant provision in any other jurisdiction.

 

29.    No Partnership

Nothing in this agreement and no action taken by the parties under this agreement shall constitute a partnership, joint venture or agency relationship between any of the parties.

 

30.    Remedies and waivers

No delay or omission by any party to the Agreement in exercising any right, power or remedy provided by law or under the Agreement shall: (i) affect that right, power or remedy; (ii) operate as a waiver of it; or (iii) operate as an affirmation of this Agreement. The single or partial exercise of any right, power or remedy provided by law or under the Agreement shall not, unless otherwise expressly stated, preclude any other or further exercise of it or the exercise of any other right, power or remedy.

 

31.    Contracts (Rights of Third Parties) Act 1999

The parties to the Agreement do not intend that any term of the Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to the Agreement.

© 2016 Preqin Ltd.
Incorporated in England and Wales no. 04456744