1. INTRODUCTION
This page tells you the terms and conditions (the "Terms of Use") on which you may make use of this website www.bb-gi.com and related domains ( "Website").
BBGI Global Infrastructure S.A. (Company/we/our) owns and/or controls the Website You are a visitor to or a registered user of our Website.
Please read these terms carefully before you start to use this Website. By accessing and using this Website, you indicate that you accept the Terms of Use and that you agree to abide by them. If you do not agree to the Terms of Use, please refrain from using this Website.
2. OTHER APPLICABLE TERMS
2.1 Our Privacy Policy sets out the terms on which we process any personal data we collect from you or that you provide to us. By using the Website, you acknowledge our Privacy Policy and you warrant that all data provided by you is accurate.
2.2 Our Cookie Policy sets out information about the cookies on the Website.
By using the Website you confirm that you will abide by terms of these policies.
3. ACCESS TO THIS WEBSITE
We do not guarantee that our Website , or any content on it, will always be available or be uninterrupted (other than, if you are a consumer, such warranties as we cannot exclude by English law including that the Website will be provided with reasonable skill and care). We reserve the right to withdraw, suspend, restrict or amend access to the Website without notice or to restrict access to this Website. We shall not be liable if for any reason this Website is unavailable at any time or for any period. You are also responsible for ensuring that all persons who access our Website through your internet connection are aware of these Terms of Use and other applicable terms and conditions, and that they comply with them.
4. NO OFFER AND NON RELIANCE ON INFORMATION ON THIS WEBSITE
4.1 This Website and the information contained herein is provided for general information only and does not and is not intended to constitute a solicitation of interest in respect of the acquisition of any shares or securities or the provision of investment management, advisory or other services to any person in any jurisdiction in which such solicitation is not authorised or to any person to whom it would be unlawful to make such a solicitation. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Website.
4.2 Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.
4.3 You are required to notify the Company immediately by email if any information which you are able to access on this Website would cause you or the Company to be in breach of applicable laws or regulations. In such event, you shall (unless permitted by applicable law or regulatory requirement):
(a) destroy immediately any such information (and all copies) which has been downloaded or printed by you from this Website;
(b) stop accessing this Website;
(c) disregard such information; and
(d) treat such information as confidential and not disseminate it.
5. WEBSITE ONLY FOR USE BY PROFESSIONAL INVESTORS IN THE UNITED KINGDOM AND ELIGIBLE MEMBERS STATES
5.1 The information contained within this Website is issued by the Company in good faith and is provided for reference purposes only. Nothing herein is intended to be construed as an offer, invitation or inducement to engage in investment activity, or investment advice or recommendation, in relation to the shares of the Company, and should not be relied upon as such by any person.
5.2 This Website is intended for and directed at professional investors in the United Kingdom and other Eligible Member States (as defined below) and may not comply with the securities laws or be appropriate for use in any other jurisdiction. If you choose to access this Website from a jurisdiction other than the United Kingdom you do so at your own risk and represent and warrant to the Company that you are able to do so. The Company accepts no liability for any breach of local law or regulation that you commit as a result of doing so. In particular, nothing on this Website is directed at any person outside the United Kingdom where the publication or availability of such information is prohibited or restricted and it should be noted that the ordinary shares of the Company have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the Securities Act) or with any securities regulatory authority of any state or other jurisdiction of the United States and the Company has not registered, and does not intend to register, as an investment company under the U.S. Investment Company Act 1940, as amended, (the Investment Company Act). Accordingly, the ordinary shares of the Company may not be offered, sold, pledged or otherwise transferred or delivered within the United States or to, or for the account or benefit of, any US persons (as defined in Regulation S under the Securities Act) except in a transaction meeting the requirements of an applicable exemption from the registration requirements of the Securities Act and in a manner that would not require registration of the Company under the Investment Company Act. Ordinary shares of the Company are not offered in the United States. In addition, relevant clearances have not been, and will not be, obtained from the relevant authorities of any province of Australia, Canada, Japan, New Zealand or The Republic of South Africa and, accordingly, unless an exemption is available under any relevant legislation or regulations is applicable, no shares in the Company may or will be offered, sold, renounced, transferred or delivered, directly or indirectly, in those jurisdictions.
5.3 The contents of this website are neither intended to be a financial promotion nor constitute an invitation or inducement to engage in investment activity. Notwithstanding, the information contained on this Website is directed only at (i) persons outside the United Kingdom to whom it is lawful to communicate to, (ii) persons inside the United Kingdom having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended), or (iii) persons inside the United Kingdom who are high net worth companies, unincorporated associations or partnerships and trustees of high value trusts as described in Article 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended; provided that in the case of persons falling into categories (ii) or (iii), the communication is only directed at persons who are also "professional investors" as defined in the Directive 2011/61/EU of the European Parliament and of the Council (the Alternative Investment Fund Managers Directive (AIFMD)) (each a Relevant Person). Persons other than Relevant Persons (other than persons falling within (ii) and (iii) above) should not rely on or act upon the information contained in this website.
5.4 Under the AIFMD regime, the Company is entitled to passport marketing of shares in the Company into Member States of the European Union (each a Member State). The Company has applied to enable the marketing of its shares to professional investors in the following jurisdictions under the AIFMD passport procedure: (together with the United Kingdom, the Eligible Member States). The Company has not registered a passport for marketing under the passporting programme set out in the AIFMD in any other Member State. The information contained on this website is addressed to and directed at persons in Eligible Member States who are "professional investors" within the meaning of the AIFMD.
5.5 The information provided in this website does not constitute advice or personal recommendation for which the duty of suitability would be owed by us. If you are unsure about the meaning of any information provided on this website, please consult your financial or other professional adviser. The Company cannot and does not offer investment advice.
5.6 The Company currently conducts its affairs so that its ordinary shares can be recommended by independent financial advisers to retail private investors in accordance with the rules of the FCA in relation to non-mainstream investment products and intends to continue to do so for the foreseeable future.
6. NO INVESTMENT ADVICE
6.1 As mentioned in paragraph 3 above, the content of this Website is general in nature. This Website is not intended to provide specific investment advice including, without limitation, investment, financial, legal, accounting or tax advice, or to make any recommendations about the suitability of the Company for the circumstances of any particular investor. If you do require investment advice, please contact an independent broker or financial adviser. You should take appropriate advice as to any securities, taxation or other legislation affecting you personally prior to investing.
6.2 If you are in any doubt about any of the information on this Website, please consult your financial or other professional adviser.
7.RISK WARNINGS
7.1 Certain of the following provisions in this "Risk Warnings" section and in the following "Disclaimers and limitations of liability" section exclude or limit the Company's legal liability, for this Website. You should read them carefully. They all apply only as far as the law permits and, in particular, the duties and liabilities owned to shareholders or clients under the UK Financial Services and Markets Act 2000 or the rules of the UK Financial Services Authority for the conduct of business are not excluded or restricted.
7.2 Please refer to the prospectus relating to the Company for a fuller description of the risks of investing in the Company. The Company may not be suitable for all investors and the Company does not guarantee the performance of the Company.
7.3 Shares in the Company may only be sold pursuant to the terms from time to time set out in the prospectus issued by the Company.
7.4 Past performance may not be relied upon as a guide to future performance. The value of an investment and the income from it can go up as well as down, it may be affected by exchange rate variations and you may not get back any amount invested.
7.5 The Company does not make any representations or warranties as to the accuracy or completeness of any past, simulated or estimated performance results contained herein, and further nothing contained herein shall be relied upon as a promise by, or representation by the Company whether as to past or future performance results.
7.6 Certain materials on this Website contain statements, beliefs and opinions which are forward-looking and reflect current expectations and projections about future events as of the date of the materials. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by forward-looking statements which could adversely affect the outcome and financial effects of the plans and events described herein. Forward looking statements contained in this web site regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.
8. DISCLAIMERS AND LIMITATION OF LIABILITY
8.1 In no event will the Company be liable for any loss or damage (whether direct, indirect, special, incidental, or consequential) whether such losses arise in in contract, tort (including negligence), breach of statutory duty or otherwise) arising out of the use of this Website or the information held on this Website including arising in connection with:
(a) use of, or inability to use the Website;
(b) any of the content of the Website and reliance on such content (including any as to the quality, accuracy, completeness or fitness for purpose whatsoever). This information on the Website does not constitute advice or recommendation;
(c) any content submitted or uploaded by users of the Website;
(d) any content of any other website referred to or accessed by hypertext links or otherwise through this website ;
(e) a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Website or to your downloading of any content on it, or on any website linked to it
8.2 The Company does not warrant or guarantee that functions, materials and information available on the Website (and/or linked to the Website), its operation of the Website or the server that makes the Website available are or will be uninterrupted or error free or that defects will be corrected (other than, if you are a consumer, such warranties as we cannot exclude by English law including that the Website will be provided with reasonable skill and care). The Company may suspend, withdraw, discontinue or change all or any part of the Website without notice. The Company will not be liable if for any reason the Website is unavailable at any time or for any period.
8.3 You are responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy particular requirements for the accuracy and security of the data input and output. You are responsible for making all arrangements for you to have access to the Site and any charges associated with such access.
8.4 Nothing in this clause 7 shall exclude or limit the Company's liability where it would be unlawful to do so, including liability for death or personal injury arising from the Company’s negligence, and for fraud or fraudulent misrepresentation.
8.5 Subject to clauses 7.1, 7.2 and 7.4, where we are deemed to be liable for any loss or damage to you (as a result of the requirements of applicable law), we are only responsible for loss or damage you suffer that is a foreseeable result of our breaking these Terms of Use or our failing to use reasonable care and skill only but we are not responsible for any loss or damage that is not foreseeable. Our total liability under statute, contract or tort (including negligence) under these Terms of Use shall not exceed
9.LINKING BY US
We are not responsible for, and make no representation on, the content or reliability of linked websites, and linking should not be taken as endorsement of any kind. We have no control over the availability of linked pages and accept no responsibility for them or for any loss or damage that may arise from your use of them (as per clause 7.1(d)).
10. MISUSE OF WEBSITE
10.1 You may use our site only for lawful purposes. You may not use our Website:
(a) In any way that breaches these terms, any applicable local, national or international law or regulation.
(b) To send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms of Use.
(c) To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
(d) To impersonate another person or create a false or misleading identity for the purpose of misleading others as to your identity, or to collect information about other users.
(e) In any way that interferes with another user’s use and enjoyment of the Website or in any other manner that could damage, disable, overburden or impair the Website.
10.2 You must not misuse this Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to this Website, the server on which this Website is stored or any server, computer or database connected to this Website. You must not attack this Website via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, you may commit a criminal offence under the Computer Misuse Act 1990. The Company will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use this Website will cease immediately.
11. INTELLECTUAL PROPERTY RIGHTS AND HOW YOU MAY USE MATERIALS ON OUR WEBSITE
11.1 Copyright, trademark and other forms of intellectual proprietary rights protect the contents of this Website. All such contents and intellectual property rights are owned or controlled by the Company or the party credited as the provider of the contents. Except as expressly provided herein, nothing in this Website should be considered as granting any licence or right to any copyright trademark or other intellectual property rights of the Company or any third party.
11.2 Except as set out in clause 8.3, no content, including (without limitation) logos, trademarks, photographs and text on this Website may be sold, copied, reproduced published, transferred, modified or distributed without the express written permission of the Company.
11.4 You may print off one copy, and may download extracts, of any page(s) from our Website for your personal use and you may draw the attention of others within your organisation to content posted on our Website.
11.5 If you print off, copy download , sell, reproduce, publish, transfer, modify or distribute any part of this Website or the materials on it in breach of these Terms of Use, your right to use this Website and those materials will cease immediately and you must, at the Company's option, return or destroy any copies of the materials you have
12. LINKING TO OUR WEBSITE
12.1 You may link to our Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
12.2 Links to the Website does not imply that any linked site is authorised to use any of our trade marks, trade names, brands, logos or copyright symbols or those of any of our affiliates or licensors.
12.3 Our Website must not be framed on any other site, nor may you create a link to any part of our site other than the home page.
12.4 We reserve the right to withdraw linking permission without
13. ACCOUNT DETAILS
13.1 If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
13.2 We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.
13.3 If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us as per clause 14 below.
14. NO WAIVER
Failure by the Company to exercise or enforce any right conferred by the Terms of Use or otherwise shall not be deemed to be a waiver of any such right nor operate so as to bar that exercise or enforcement thereof or of any other right on any later occasion.
15. VARIATION
The Company reserves the right to vary, in its sole discretion, the Terms of Use from time to time. You can access the latest version of the Terms of Use on this Website. Your continued use of this Website means that you agree to be legally bound by these terms and conditions, as amended or updated from time to time.
16. GOVERNING LAW AND JURISDICTION
The Terms of Use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. Disputes arising in connection with the Terms of Use or a visit to this Website shall be subject to the exclusive jurisdiction of the English courts.
17.CONTACTING US
BBGI Global Infrastructure S.A. owns and/or controls the Website and can be contacted as follows:
BBGI Global Infrastructure S.A.
EBBC, 6 E route de Trèves
L-2633 Senningerberg
Grand Duchy of Luxembourg