Legal Disclaimer

The Guidelines are provided by the BRITISH PRIVATE EQUITY & VENTURE CAPITAL ASSOCIATION of Chancery House, 53-64 Chancery Lane, London WC2A 1QS (“BVCA” or “us” and “we” and “our” shall be construed accordingly), registered with Companies House in the United Kingdom under number 01697461. To contact us, please email [email protected].

The Guidelines are jointly owned by:

(1) ASSOCIATION FRANCAISE DES INVESTISSEURS POUR LA CROISSANCE of 23, rue de l’Arcade 75008 PARIS (“AFIC”);

(2) AUSTRALIAN PRIVATE EQUITY AND VENTURE CAPITAL ASSOCIATION LIMITED of Kyle House, 27-31 Macquarie Place, Sydney NSW 2000, Australia (“AVCAL”);

(3) BVCA;

(4) EMERGING MARKETS PRIVATE EQUITY ASSOCIATION of 1077 30th Street NW, Suite 100, Washington, DC 20007, United States (“EMPEA”);

(5) AMERICAN INVESTMENT COUNCIL (“AIC”) of 799 9th Street NW, Suite 200, Washington, DC 20001, United States; and

(6) INVEST EUROPE of 1050 Brussels (Belgium), Bastion Tower, Place du Champ de Mars 5, and other additional founding associations from time to time,

((1) – (6) together being the “Association”).

We provide the Guidelines to you with the prior consent of the Association to do so.

In consideration of your compliance with these Terms, with effect from the date of your accessing the Guidelines, we hereby grant you a non-exclusive and royalty-free licence to use such translated Guidelines until termination under Clause 11 below but only in accordance with the provisions of these Terms. You may only use the Guidelines to assist in your internal private equity and venture capital activities in conjunction with regulatory and accounting requirements and may reference them in your internal manuals, but for internal purposes only. Any references to these Guidelines shall refer to these Guidelines as follows: “The International Private Equity and Venture Capital Valuation Guidelines December 2015 Edition”.

The Guidelines are only to be used for valuation purposes. They are no way to be used as, and are not, a set of accounting standards or other valuation or accounting document or reference.

You may access the Guidelines on the Website provided you adhere to these Terms. We reserve the right to withdraw or amend the Guidelines from time to time without notice. We will not be liable if for any reason the Guidelines are unavailable at any time or for any period.

From time to time, we may restrict access to some parts of the Guidelines, or the entire Guidelines, to any users.

You are responsible for making all arrangements necessary for you to have access to the Guidelines. You are also responsible for ensuring that all persons who access the Guidelines through your internet connection are aware of these Terms, and that they comply with them.

The Association owns the intellectual property rights in the Guidelines and we have the right to licence the intellectual property rights in the Guidelines and the Trade Marks (defined below) to anyone as we see fit. All such rights are reserved.

You may print off one copy, and may download one copy of extracts, of any page(s) from the Guidelines for your internal use and you may draw the attention of others within your organisation to material posted on the Guidelines.

You must not modify the paper or digital copies of the Guidelines in any way, and you must not use the Guidelines in any manner which is misleading, inappropriate or use any part of the Guidelines out of context or in any manner which is objectionable or offensive.

You must not use any part of the materials on the Guidelines for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of the Guidelines in breach of these Terms, your right to use the Guidelines will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

All intellectual property rights in any amendments, improvements, translations or modifications of the Guidelines are hereby assigned by you to us, whether or not such amendments, improvements, translations or modifications were conducted in compliance with these Terms.

You shall:

5.1.1 ensure the Guidelines are used solely in conformance with directions and standards as notified by us from time to time;

5.1.2 use the Guidelines or part thereof only in the form made available to you or as translated by you or on your behalf in accordance with these Terms;

5.1.3 not translate the Guidelines or any part of them without our prior written consent;

5.1.4 not use the Guidelines in combination with any other document or under any trade mark, mark, name, word, device, symbol or logo, other than “The International Private Equity and Venture Capital Valuation Guidelines” and “IPEV” (the “Trade Marks”) without our prior written consent and any use of the Trade Marks must only be as permitted under these Terms;

5.1.5 procure that the Guidelines and any extracts from them all carry the Trade Marks and be marked with a statement that the Trade Marks and the Guidelines are owned by us in a form approved in writing by us as per these Terms;

5.1.6 not do, or omit to do, or permit to be done, any act which will or may, in our reasonable opinion, weaken, damage or be detrimental to the our reputation or goodwill or that associated with the Trade Marks;

5.1.7 not use the Trade Marks in a manner which will or may, in our reasonable opinion, result in any of them becoming generic or our rights in them becoming diluted, or which could otherwise invalidate, jeopardise or invalidate any registration or application for registration of any of the Trade Marks; and

5.1.8 comply with and ensure that your use of the Guidelines and the Trade Marks complies with all applicable laws, regulations, industry standards and codes of practice.

5.2 Audit

You shall permit, and shall use its best endeavours to obtain permission for, us (or our nominated representative) at all reasonable times and on reasonable prior notice, to have access to such information, documents and/ or individuals as necessary to allow us to verify your compliance with these Terms.

If we believe, on reasonable grounds, that you are failing to comply with any of your obligations under these Terms, you shall take any steps, at your own expense, which we determine are necessary to ensure compliance.

The Guidelines are not intended to amount to advice on which reliance should be placed. To the extent permissible under applicable law, we therefore disclaim all liability and responsibility arising from any reliance placed on the Guidelines, or by anyone who may be informed of any of its contents.

We may update the Guidelines, and their content at any time. If the need arises, we may suspend or stop access to the Guidelines. Any of the material in the Guidelines may be out of date at any given time, and we are under no contractual obligation to update such material.

Whilst we take every reasonable precaution and care in relation to the Guidelines, the Guidelines are provided without any guarantees, conditions or warranties as to their accuracy. To the extent permitted by applicable law, we expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.

To the extent permitted under applicable law, we accept no liability for any losses, whether direct or indirect, including loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, waste of management or office time or for any indirect or consequential loss or damage of any kind however arising from your use of the Guidelines or any part of them, whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

This does not limit or exclude our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.

You shall indemnify, defend and hold harmless us, the Association and our and its respective affiliates, directors, officers, employees, contractors, stockholders, agents and representatives, from and against any and all costs, losses, liabilities, damages, claims, demands, proceedings, expenses, penalties and reasonable legal and other professional fees or charges arising in relation to:

9.1.1 any breach by the Licensee of these Terms; and

9.1.2 your use of the Guidelines.

The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to the Guidelines.

These 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 the law of England and Wales.

We may terminate your right to use the Guidelines and the Trade Marks:

11.1.1 on notice if you commit any breach of these Terms; or

11.1.2 with 14 days’ notice for our convenience.

Any changes we may make to these Terms in the future will be posted on this page and, where appropriate, notified to you by e-mail. You are also expected to check this page from time to time to take notice of any changes we made, as they are binding on you. Some of the provisions contained in these terms of use may also be superseded by provisions or notices published elsewhere on the Guidelines.

You may not assign, transfer, charge, grant or dispose or any right or interest in these Terms or create any trust or sub-contract its performance, or purport to assign, transfer, charge, grant or dispose or any right or interest in or create any trust or sub-contract its performance, in respect of a right or obligation pursuant to these Terms without our prior written approval.

Where any provision of these Terms is or becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction then such provision shall be deemed to be severed from these Terms and, if possible, replaced with a lawful provision which, as closely as possible, gives effect to the intention of the parties under these Terms and, where permissible, that shall not affect or impair the legality, validity or enforceability in that, or any other, jurisdiction of any other provision of these Terms.

A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

If you wish to translate the Guidelines or any part of them, please contact: [email protected].

Any specific terms related to your translation of the Guidelines will be provided to at that time and you should not go ahead with such translation unless you agree to comply with those additional terms (the “Translation Terms”).

The Translation Terms shall include the following:

The relevant trade body in your jurisdiction must be involved with and approve the translation of the Guidelines prior to their being publicised or shared with any third party. The details of such trade body should be provided to us at the point of seeking approval for translation.

You shall use your best endeavours to create a translation that is accurately reflective of the Guidelines in English using appropriately qualified translators who are skilled in the vocabulary of investment, finance and associated regulations. Details of the translator shall be provided to us prior to our giving approval. The translated Guidelines shall be made publically available following approval from us and may be uploaded on our Website at our discretion and shall be uploaded onto the appropriate equivalent in your jurisdiction, subject to appropriate terms and disclaimers regarding the use of such translated Guidelines. Those terms shall be no less restrictive and protective than these Terms, subject to any adjustments that are required in order for such terms to be compliance with local law.

Neither you nor any other entity may charge for the use of such translated Guidelines. The website featuring such translated Guidelines must reference the Website where the original Guidelines are located.

To the extent permitted under applicable law, we accept no liability for any losses, whether direct or indirect, including loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, waste of management or office time or for any indirect or consequential loss or damage of any kind however arising from any use of the translated Guidelines or any part of them, whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

This does not limit or exclude our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.