The Partners Group Services are not intended for any use which would be contrary to the law or regulation of the country in which you live and/or are a resident. In particular, Partners Group Services are not aimed at persons who are residents of any country where the Products described or referred to in Partners Group Services are not registered or approved for marketing and/or sale or in which the dissemination of information about them is not permitted.
1. Access rights and verification of authorization
1.1. The authorized user or the authorized agent is the actual user of Partners Group Services, either as Investor or as user/agent authorized by the Investor (hereinafter jointly referred to as "Authorized Users"). The Investor bears complete responsibility for ensuring that the Authorized Users appointed by the Investor fully comply with the terms and conditions specified herein.
1.2. The Authorized Users are responsible for and shall exercise due care in maintaining the confidentiality of any account information, including but not limited to user names, logins and passwords Authorized Users use to access any page or feature on Partners Group Services, and for properly logging off of their account and any protected areas of Partners Group Services.
1.3. Partners Group does not verify the Authorized Users by checking signatures, identification documents or any other verification procedure when the Authorized Users log in or use Partners Group Services. Partners Group shall be deemed to be authorized and entitled to carry out any incoming instructions via Partners Group Services, and to comply with any instructions and messages submitted via Partners Group Services.
2. Investor/Authorized Users obligations
2.1. The Investor represents and warrants that it keeps the information with respect to the Investor/the Authorized Users and any other data provided to Partners Group in connection with Partners Group Services accurate and complete at all times. If at any time information with respect to the Investor/the Authorized Users shall subsequently become inaccurate, e.g. such as if an Authorized User is terminating its employment with the Investor, the Investor shall promptly notify Partners Group and provide Partners Group with revised or corrected information.
2.2. Further, the Investor/the Authorized Users are fully responsible for all activities occurring under their accounts, user names, logins and passwords that result from their negligence, carelessness, misconduct, or failure to use or maintain appropriate security measures. If the Investor/the Authorized Users become aware of any suspicious or unauthorized conduct concerning their accounts, user names, logins and passwords the Investor/the Authorized Users agree to contact Partners Group immediately.
2.3. The Investor/the Authorized Users acknowledge that any decision to invest in any Product should be made after reviewing the related product's confidential private placement memorandum (as amended, supplemented and/or restated from time to time) pursuant to which any offer or solicitation has been made and which describes the significant risks and other important information related to the product, qualifies in its entirety the information contained on Partners Group Services and should be read carefully prior to making a decision with respect to the product, conducting such investigations as the Investor/the Authorized Users deem necessary and consulting their own legal, accounting and tax advisors in order to make an independent determination of the suitability and consequences of an investment.
3. Timeliness of content
3.1. All content on Partners Group Services is presented only as of the date published or indicated, and may be superseded by subsequent market events or for other reasons at the full discretion of Partners Group. In addition, the Investor/the Authorized Users are responsible for setting the cache settings on their browser to ensure they are receiving the most recent data.
4. Time of delivery
4.1. The Investor acknowledges that documents, including but not limited to valuation reports, notices and capital calls, and any other information transmitted via Partners Group Services are considered to have been delivered to the Investor as soon as the Investor/Authorized Users can access them in Partners Group Services. Any deadlines that may be connected with the documents start to run from that time. The Investor hereby expressly acknowledges and agrees that by sending documents, including but not limited to valuation reports, notices and capital calls, electronically to Partners Group Services, Partners Group fulfills its respective notification and/or reporting obligations toward the Investor.
5. Storage of documents
5.1. The Investor acknowledges that electronic documents are stored until they are deleted by the Investor/the Authorized Users, but not longer than 24 months after delivery, after which they will no longer be available electronically via Partners Group Services.
5.2. The Investor is personally responsible for all legal obligations in particular for the recording, suitable storage and/or saving of the electronic documents transmitted via Partners Group Services, as well as for their integrity and subsequent use.
6.1. The Investor/the Authorized Users acknowledge that the information provided via Partners Group Services, including any attachments, is strictly confidential and is available to the Investor/the Authorized Users only for the limited purposes of inquiry and review in connection with their evaluation or monitoring of an investment in various Products managed or advised by Partners Group. The Investor/the Authorized Users may view and print individual records solely for personal, informational, and noncommercial use but mass download of information from Partners Group Services and/or distribution to any third party of any information from Partners Group Services in any manner is strictly prohibited.
6.2. The Investor/the Authorized Users agree that, unless otherwise agreed in writing between them and Partners Group and except as required by law or legal process, the Investor/the Authorized Users (a) will maintain the confidentiality of any non-public information provided via Partners Group Services (including financial, valuation and other information regarding any entity in which Partners Group Products hold, or contemplate acquiring, any investments), and in furtherance thereof will adopt protective procedures that are not less rigorous than those procedures customarily applied to information of this kind; and (b) will use such non-public information solely in connection with the evaluation and/or monitoring of an investment or prospective investment in the Products and the Investor/the Authorized Users agree in that regard not to trade in securities on the basis of any such information; provided, that the foregoing will not limit the Investor/the Authorized Users ability to furnish any such information to (i) its affiliates or advisors who need to know such information in connection with the evaluation or monitoring of an investment in the Products; or (ii) examiners, auditors, inspectors, attorneys, or persons with similar responsibilities or duties, regulatory body or federal, state or local taxation authority; provided, further, that the Investor/the Authorized Users will be liable to Partners Group for any such affiliate' s or advisor's failure to comply with the foregoing confidentiality obligation.
7. Breach of terms and remedy
7.1. The Investor/the Authorized Users acknowledge that breach of any of the terms contained herein may cause immediate and irreparable harm to Partners Group for which Partners Group may not have an adequate remedy in money or damages. Partners Group will therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request and will be entitled to recover from the Investor/the Authorized Users the costs incurred in seeking such an injunction. Partners Group's right to obtain injunctive relief will not limit its right to seek or obtain further remedies.
8. Exclusion of liability
9.1. The Investor/the Authorized Users’ end-user device is part of the system to access Partners Group Services, but it is outside Partners Group’s influence or control and can become a weak link. Despite all security measures applied by Partners Group, Partners Group cannot accept responsibility for the Investor/the Authorized Users’ end-user device. A lack of security precautions on the end-user device can make unauthorized access easier. The Investor/the Authorized Users are responsible for obtaining information on and maintaining the necessary security precautions.
9.2. If Partners Group detects any security risks, it reserves the right to interrupt Partners Group Services for the protection of the Investor/Authorized Users at any time until the risk is removed. Partners Group accepts no liability for any damages incurred as a result of such interruptions.
9.3. Partners Group accepts no liability for losses incurred by the Investor/Authorized Users as a result of transmission errors, technical defects, system overload, interruptions, malfunctions, or illegal access or malicious blocking of infrastructure or networks.
10. Data protection regulations
10.1. Partners Group commits to implement all necessary technical and/or organizational measures to ensure the protection of personal data from any accidental or unlawful destruction, loss, deterioration, unauthorized disclosure or access and any other unlawful form of processing.
10.2. Partners Group ensures that the Investor/the Authorized Users personal data will only be collected, stored and processed pursuant to applicable data protection law and regulations and to the extent necessary for the purposes set out below (collectively, the "Purpose"), being to:
a) process personal data for the performance, management and monitoring of Partners Group Services;
b) process personal data derived from the use of Partners Group Services for business analytics and diagnostics; and
c) provide personal data to third party service providers engaged by Partners Group to provide administrative, transfer, document storage, record keeping and other functions in connection with Partners Group Services.
10.3. Partners Group will process the following categories of personal data for the Purpose: name, business address, business e-mail address, job function, user name respectively login name and password. The recipients of such personal data within Partners Group are business departments/units related to client services on a need to know basis.
10.4. The source of such personal data originates from the information directly provided by the Investor/Authorized Users. No publicly accessible sources will be used for retrieving the categories of personal data indicated above.
10.5. The Investor/the Authorized Users hereby acknowledge that in the course of processing their personal data for the Purpose such data may be transferred to entities situated or operating in countries outside the European Economic Area and that such countries may not have data protection laws equivalent to those in the European Economic Area and the Investor/the Authorized Users consent to any such transfer. Partners Group has established appropriate safeguards for such cross-border data transfers by way of an intra-group data transfer agreement and the execution of EU model clauses as part of its standard commercial agreements with its external service providers.
10.6. Personal data will be processed for the Purpose in a strictly confidential manner and not communicate to third parties not authorized to receive such personal data, unless disclosure of personal data is required by data protection regulation and/or regulatory authorities.
10.7. Personal data will be stored for the Purpose and for other purposes permitted by law during the time of the investor relationship and up to ten subsequent years (subject to other (local) requirements).
10.8. The Investor/the Authorized Users have the right to request access to personal data or to request rectification, erasure, restriction of processing of personal data as well as the right to object to the processing of its personal data. In selected cases, the Investor/the Authorized Users may also have the right to receive an electronic copy of selected personal data for further use by the Investor/the Authorized Users (data portability right). Any request shall be sent to Partners Group's data protection officer at dpo(at)partnersgroup.com.
10.9. Insofar the Investor/the Authorized Users have been asked to consent to the processing of its personal data, the Investor/the Authorized Users have right to withdraw such consent at any time. However, such withdrawal will not have retroactive effect, and depending on the circumstances, Partners Group may have other legal grounds to continue the processing of such personal data.
10.10. If the Investor/the Authorized Users believe that Partners Group has violated or is violating its data protection rights under data protection regulations, where applicable, the Investor/the Authorized Users have the right to lodge a complaint with a responsible data protection supervisory authority. To find a responsible data protection authority, please see http://ec.europa.eu/justice/data-protection/bodies/index_en.htm.
10.11. The Investor hereby represents and warrants that it has obtained all necessary consents of any person that is the subject of any personal data provided to Partners Group processing their personal data for the Purposes. The Authorized Users hereby explicitly consents to the processing of his/her personal data for the Purposes.
10.12. In case the Investor/the Authorized Users have any questions or requests related to data protection or its personal data, please contact Partners Group's data protection officer at dpo(at)partnersgroup.com.
11.2. The amendments shall be deemed to be approved, unless an objection has been raised in writing within one month since the announcement. In case of an objection the Investor/the Authorized Users shall be free to cease access to Partners Group Services with immediate effect, before the coming into effect of the amendments, unless the Investor/the Authorized Users otherwise comes to an agreement with Partners Group at that time.
12. Choice of law and jurisdiction