Apex Tempo - Terms and Conditions

In consideration of granting you access Apex Tempo you agree to accept the Apex Tempo Terms and Conditions (Tempo Terms). The acceptance of these Tempo Terms constitutes a legal agreement between you and Apex.

If you are entering into the Tempo Terms on behalf of an entity, such as your employer or the company you act as agent for, You represent that you have the legal authority to bind that entity.

BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING APEX TEMPO, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THESE TEMPO TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TEMPO TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE APEX TEMPO.

Definition:

“Apex”: means the Apex Group entity in the relevant General Terms.

“Apex Tempo”: means the Apex Tempo virtual data room platform, powered by Capcade, that You are accessing, browsing and or using.

 “Apex’s Schedule - Additional Terms and Conditions”: means this schedule which sets out additional terms and conditions in relation to the use of Apex Tempo.

“Tempo Terms”: means this schedule - Additional Terms and Conditions and the General Terms. The Tempo Terms are additional and complementary to the Capcade Terms and Conditions.

 “General Terms” means the terms and conditions included in the relevant service agreement between Apex any relevant Apex counterparty(ies).

 “Offering Documents”: means the relevant prospectus, limited partnership agreement, termsheet or offering document which is set out in the General Terms.

 “Party” or the “Parties”: means Apex and You as amended and novated from time to time

 “You”: means the relevant individual who has access to Apex Tempo and represents or acts on behalf of the counterparty or the counterparties of Apex in the General Terms.

Apex shall provide you access to Apex Tempo which facilitates communication and document sharing.  You shall use Apex Tempo as an additional service to those services set out under the General Terms. You confirm that the use of Apex Tempo is in line with any Offering Documents and applicable laws and regulations. You agree to take all the necessary steps in order to make use of the service in lawful manner. The Parties agree that the provision of Apex Tempo is in accordance with the provisions set out in the General Terms, and the Tempo Terms, as amended or replaced from time to time:  

1. Apex will invite you and /or other legal authorised representative authorised by you to access the Apex Tempo by sending a link to register to use Apex Tempo. Once registered, Apex shall grant access to the workspace to you with the necessary permissions as agreed in order to use Apex Tempo.
2. Apex Tempo is a web-based platform designed to facilitate the communication relating to the services set out in the General Terms. Apex Tempo will provide you with the following:

• Virtual Data Room (“VDR”) - Custom-branded secure VDR allows for secure cloud file storage that is accessible with SSO and/or two-factor authentication, allowing for centralised and secure storage of all documents shared between You and Apex;
• Task Management - Keep track of the directives, and track approval streams and status of set tasks between teams;
• Document Collaboration – Integrated with MS Office for seamless collaboration and real-time co-authoring and link text in the document to relevant data source within the VDR for easy referencing and review; and
• In-platform Chat - Live chat functionality to enhance communication with clients. Providing an alternative, more direct way to communicate.

3. Apex shall not be liable for any damages, losses or expenses arising from the use or inability to use Apex Tempo or any error, omission, defect or delay, except loss resulting directly from gross negligence or wilful misconduct on the part of Apex or any of its officers, employees, agents or delegates. Apex shall not be liable for any indirect, special, incidental, consequential or punitive damage or loss howsoever arising.
4. The Parties recognize that the internet is inherently insecure, and that data can become corrupted or lost, communications are not always delivered promptly (or at all), and that other methods of communication may be appropriate. Electronic Communications are also prone to contamination by viruses. Apex is not responsible for any delays, delivery failures or any other loss or damage resulting from the transfer of data over communication networks and facilities. Each Party will be responsible for protecting its own systems and interest and, to the fullest extent permitted by law, will not be responsible to the others on the basis (contract tort or otherwise) of any loss, damage or omission in any way arising from the use of the internet, even if Apex or its representatives are advised of the possibility of such losses, damages, omissions or expenses.
5. In the event you are not able to access Apex Tempo for more than twenty-four (24) hours, You shall send a written notice to Apex as promptly as possible.
6. You reserve the right to request the cancellation of Apex Tempo. The request of cancellation of Apex Tempo does not affect the services under the General Terms. In the event you want to terminate your use of Apex Tempo you shall notify Apex. Apex may terminate your right to use Apex Tempo immediately by written notice to you if you commit a material or persistent breach of the Tempo Terms which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
7. Under data protection legislation, we are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in https://www.apexgroup.com/data-protection-notice/ and it is important that you read that information.
8. Using Tempo will mean that it is an additional sub-processor for the purposes of the General Terms. In the event that you use Tempo this constitutes appointment of a new sub-processor under the General Terms, and that you have no objection to that appointment. The details of the new sub-processor are set out below.