Terms of Use

Welcome to the Blantyre portal

Blantyre Capital Limited
2nd Floor East, Carrington House, 126-130 Regent Street
London W1B 5SE
United Kingdom

In consideration of Blantyre Capital Limited (“Blantyre”) agreeing to make available to you certain information, by clicking the “Agree” button, you agree as follows:

If you, or the institution that you represent, currently have in effect a written agreement with Blantyre setting forth the terms that govern the sharing of confidential information (an “Existing Confidentiality Agreement”), than the terms of such Existing Confidentiality Agreement shall govern all information provided by Blantyre on this platform. For the avoidance of doubt, an Existing Confidentiality Agreement may take the form of a stand-alone agreement or be included in a subscription agreement of a fund managed by Blantyre, in each instance signed by you or the institution that you represent. You agree to treat the information on this platform in accordance with the terms and conditions of such Existing Confidentiality Agreement, and you hereby acknowledge that the information on this platform may include non-public and/or price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and you undertake not to use any such information for any unlawful purpose;

OR

If you, or the institution that you represent, have not previously entered into a Confidentiality Agreement with Blantyre, you agree to the following terms:

Non-Disclosure Agreement

1. Specification of Information as Confidential

You acknowledge that all information available on this platform is hereby specified as Confidential Information and subject to the terms and conditions of this Non-Disclosure Agreement (the “Agreement”).

2. Parties / Duly Authorization

i) This Agreement is entered into on behalf of the institution represented by you and considering a Transaction (“you” or the “Recipient”).

ii) You represent and warrant that this Agreement is agreed upon by a duly authorized officer of the institution you are working on behalf of.

3. Inside Information / Non-public Information

You acknowledge that some or all of the Confidential Information is or may be non-public and/or price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and you undertake not to use any Confidential Information for any unlawful purpose.

4. Obligation of Confidentiality

i) Save as permitted under the terms of this Agreement, Confidential Information will be kept confidential by you and will only be used by you or any of your Representatives to evaluate the Transaction (the “Permitted Purpose”).

ii) You agree that all Confidential Information is protected with security measures and a degree of care that would apply to your own confidential information.

5. Permitted Disclosure

I. You may disclose Confidential Information only to those of your Representatives who have a need to know and

References to any publication or any other company in the Website are for reference and informational purposes only and are not intended to suggest that any of such companies endorse, recommend or approve of the services, analysis or recommendations of the Firm or that the Firm endorses, recommends or approves the services or products of such companies. News stories reflect only the author's opinion and not necessarily that of the Firm.

i) Your Representatives are informed by you in writing prior to the disclosure of Confidential Information of its confidential nature and of the existence and terms of this Agreement, except that there shall be no such requirement to so inform if the Representative is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

ii) In case of disclosure to one or more of the Recipient’s or its affiliates’ agents and/or advisors it is further required that Blantyre provides its prior written consent to the disclosure of such Confidential Information and that a duly authorized person representing said agent and/or advisor agrees to an non-disclosure-agreement in equivalent form to this Agreement; and

iii) Your Representatives are informed by you in writing prior to the disclosure of Confidential Information that some or all of such Confidential Information is or may be non-public and/or price-sensitive information, and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and that the Representative shall not to use any Confidential Information for any unlawful purpose.

You will be held liable to Blantyre for any breach of this Agreement by your Representatives.

II. In the event that you or your Representatives are required by any relevant law, court or regulatory authority to disclose Confidential Information, you may disclose only that portion of the Confidential Information which is required to be disclosed by the relevant law, court or regulatory authority but shall first, to the extent permitted by law, notify Blantyre as soon as practicable of the existence of the request for disclosure so that Blantyre may seek a protective order or other appropriate remedy. When making such disclosure of the Confidential Information, you agree to inform the requesting authority of the existence of this Agreement and its terms.

6. Return or Destruction of Confidential Information

Blantyre may, at any time, deliver a written request to you for the return or destruction of Confidential Information within thirty days. The Recipient shall be liable to return or (to the extent technically practicable) destroy the Confidential Information, including any copies or extracts and any and all documents and other records whether in electronic or printed form which have been prepared by Recipient and which record or make use of the Confidential Information. Subject to above and below, the Recipient is required to certify to Blantyre that all Confidential Information has been returned or destroyed, as the case may be. Notwithstanding the foregoing, the Recipient may retain Confidential Information where required to do so by any court, law or regulatory authority or in order to comply with corporate retention or compliance policies.

7. Notification

You agree (to the extent permitted by law and regulation) to inform us:

1. of the circumstances of any disclosure of Confidential Information made pursuant to paragraph 5II. above except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and
2. upon becoming aware that Confidential Information has been disclosed in breach of this Agreement.

8. Termination

This Agreement and the rights and obligations of the parties hereunder shall terminate on the third anniversary of the date of this Agreement, or three years after the last disclosure of Confidential Information by Blantyre to the Recipient under this Agreement, whichever is later, save that the rights of Blantyre in respect of a breach of this Agreement by the Recipient prior to its termination shall survive the termination of this Agreement.

9. Legal Remedies

I. The Recipient agrees that if this Agreement is breached, or if a breach is threatened, the remedy at law, including money damages, may be inadequate and that Blantyre shall be entitled to seek an injunction, restraining order, specific performance or other form of equitable relief, without limiting any other remedy which may be available in law or equity.

II. No failure or delay by Blantyre in exercising any right hereunder or any partial exercise thereof shall operate as a waiver.

10. Assignment

The Recipient may not assign any of its rights under this Agreement without the prior written consent of Blantyre.

11. No Representation

Neither Blantyre, nor any of its Representatives (i) make any representation or warranty, express or implied, as to, or assume any responsibility for, the accuracy, reliability or completeness of any of the Confidential Information or any other information supplied by them or the assumptions on which it is based, or (ii) shall be under any obligation to update or correct any inaccuracy in the Confidential Information or any other information supplied by them or be otherwise liable to the Recipient or any other person in respect of the Confidential Information or any such information.

12. Entire Agreement / No waiver / Amendments

1. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and may only be amended or any obligation waived by a written agreement between the parties.
2. In the event that the Recipient has an Existing Confidentiality Agreement, the terms of the Existing Confidentiality Agreement shall take precedence and supersede those herein.
3. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial waiver thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.
4. Nothing contained or implied in this Agreement creates a joint venture or partnership between the parties hereto and makes one party the agent or legal representative of the other party for any purpose.
5. Binding Effect. For the avoidance of doubt, this Agreement is not and should not be interpreted as an obligation by either party herein to enter into any commercial agreement in regards to any transaction. In addition, no exclusivity is agreed between the parties, therefore you acknowledge that we may contact any other third party at any time without informing you. Save as otherwise provided in this Agreement, each of the parties agrees to keep, and to cause their respective Representatives to keep, the existence of this Agreement and the fact that a Transaction is being considered by the parties or their respective Representatives confidential.

13. Severability

If any part of this Agreement is held to be unenforceable, invalid or illegal, such unenforceability, invalidity or illegality shall not affect any other provision and the remainder of this Agreement shall remain in full force and effect to the maximum extent possible in order to carry out this Agreement’s original intent.

14. Notices

All notices and other communications required under this Agreement will be in writing and addressed to Blantyre at its business address.

15. Nature of Undertakings

The undertakings given by you under this Agreement are given to us and are also given for the benefit of each other member of the Group.

16. Governing Law and Jurisdiction

1. This Agreement (including the agreement constituted by your acknowledgement of its terms) and any non-contractual obligations arising out of or in connection with it (including any non-contractual obligations arising out of the negotiation of the transaction contemplated by this Agreement) are governed by English law.
2. The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to any non-contractual obligation arising out of or in connection with either this Agreement or the negotiation of the transaction contemplated by this Agreement).

17. Definitions

In this Agreement:

“Blantyre” includes any entity within Blantyre’s corporate group and any fund or other vehicle for which it may act as investment manager and/or investment adviser.

“Confidential Information” means all information provided by Blantyre on this platform, save that Confidential Information shall not include any information that:

1. is or becomes public information other than as a direct or indirect result of any breach by you of this Agreement; or
2. is identified in writing at the time of delivery as non-confidential by us or our advisers; or
3. is known by you before the date the information is disclosed to you by us or any of our affiliates or advisers or is lawfully obtained by you after that date, from a source which is, as far as you are aware, unconnected with the Group and which, in either case, as far as you are aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

“Existing Confidentiality Agreement” means a written agreement between you, or the institution that you represent, and Blantyre that sets forth the terms that govern the sharing of confidential information./p>

"Group" means Blantyre Capital Limited and its affiliates for the time being (as such term is defined in the Companies Act 2006).

“Transaction” means the (i) evaluation of and/or entering into an investment or investments in a fund or series of funds or vehicles to be managed by Blantyre, or (ii) otherwise the purpose for which Blantyre has agreed to make the Confidential Information available to you.

“Representatives” means, collectively, a party’s affiliates, and a party’s and a party’s affiliate’s directors, officers, employees, agents and advisers.

“written” includes the form of an email.