Terms and conditions

These terms and conditions (“Agreement”) set forth the general terms and conditions of your use of the apex-cp.com website (“Website” or “Service”) and any of its related products and services (collectively, “Services”). This Agreement is legally binding between you (“User”, “you” or “your”) and APEX Cap Group (“APEX Cap Group”, “we”, “us” or “our”). If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms “User”, “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not accept this Agreement and may not access and use the Website and Services. By accessing and using the Website and Services, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. You acknowledge that this Agreement is a contract between you and APEX Cap Group, even though it is electronic and is not physically signed by you, and it governs your use of the Website and Services.

Links to other resources

Although the Website and Services may link to other resources (such as websites, mobile applications, etc.), we are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked resource, unless specifically stated herein. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any businesses or individuals or the content of their resources. We do not assume any responsibility or liability for the actions, products, services, and content of any other third parties. You should carefully review the legal statements and other conditions of use of any resource which you access through a link on the Website. Your linking to any other off-site resources is at your own risk.

Prohibited uses

In addition to other terms as set forth in the Agreement, you are prohibited from using the Website and Services or Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Website and Services, third party products and services, or the Internet; (h) to spam, phish, pharm, pretext, spider, crawl, or scrape; (i) for any obscene or immoral purpose; or (j) to interfere with or circumvent the security features of the Website and Services, third party products and services, or the Internet. We reserve the right to terminate your use of the Website and Services for violating any of the prohibited uses.

Intellectual property rights

“Intellectual Property Rights” means all present and future rights conferred by statute, common law or equity in or in relation to any copyright and related rights, trademarks, designs, patents, inventions, goodwill and the right to sue for passing off, rights to inventions, rights to use, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, rights to claim priority from, such rights and all similar or equivalent rights or forms of protection and any other results of intellectual activity which subsist or will subsist now or in the future in any part of the world. This Agreement does not transfer to you any intellectual property owned by APEX Cap Group or third parties, and all rights, titles, and interests in and to such property will remain (as between the parties) solely with APEX Cap Group. All trademarks, service marks, graphics and logos used in connection with the Website and Services, are trademarks or registered trademarks of APEX Cap Group or its licensors. Other trademarks, service marks, graphics and logos used in connection with the Website and Services may be the trademarks of other third parties. Your use of the Website and Services grants you no right or license to reproduce or otherwise use any of APEX Cap Group or third party trademarks.

Limitation of liability

To the fullest extent permitted by applicable law, in no event will APEX Cap Group, its affiliates, directors, officers, employees, agents, suppliers or licensors be liable to any person for any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, sales, goodwill, use of content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if the liable party has been advised as to the possibility of such damages or could have foreseen such damages. To the maximum extent permitted by applicable law, the aggregate liability of APEX Cap Group and its affiliates, officers, employees, agents, suppliers and licensors relating to the services will be limited to an amount no greater than one dollar or any amounts actually paid in cash by you to APEX Cap Group for the prior one month period prior to the first event or occurrence giving rise to such liability. The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose.

Indemnification

You agree to indemnify and hold APEX Cap Group and its affiliates, directors, officers, employees, agents, suppliers and licensors harmless from and against any liabilities, losses, damages or costs, including reasonable attorneys’ fees, incurred in connection with or arising from any third party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or relating to your Content, your use of the Website and Services or any willful misconduct on your part.

Severability

All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.

Dispute resolution

The formation, interpretation, and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of Portugal without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of Portugal. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the courts located in Portugal, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Changes and amendments

We reserve the right to modify this Agreement or its terms related to the Website and Services at any time at our discretion. When we do, we will send you an email to notify you. We may also provide notice to you in other ways at our discretion, such as through the contact information you have provided.

An updated version of this Agreement will be effective immediately upon the posting of the revised Agreement unless otherwise specified. Your continued use of the Website and Services after the effective date of the revised Agreement (or such other act specified at that time) will constitute your consent to those changes.

Acceptance of these terms

You acknowledge that you have read this Agreement and agree to all its terms and conditions. By accessing and using the Website and Services you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to access or use the Website and Services.

Contacting us

If you have any questions, concerns, or complaints regarding this Agreement, we encourage you to contact us using the Contact us page on our website

This document was last updated on September 1, 2023

DISCLOSURES:

APEX Elite Management is an entity registered with the Commission de Surveillance du Secteur Financier (“CSSF”) as an AIFM under the terms of the Law of 12 July 2013 on alternative investment fund managers (“AIFM Law”)

Integration of sustainability risks in the investment decision process

Definition
A sustainability risk refers to an environmental, social or governance (ESG) event or condition that, if it occurs, could cause an actual or a potential material negative impact on the value of an investment. The definition of sustainability risk refers to environmental, social and governance events or conditions, however there is no regulatory definition for these events or conditions. The EU Taxonomy refers to the following criteria, activities, and practices in relation to ESG:

Environment: climate change, sustainable use and protection of water and marine resources, transition to a circular economy, waste prevention and recycling, pollution prevention control and protection of healthy ecosystems.

Social: equality, social cohesion, social integration, and labour relations.

Governance: sound management structures, employee relations, remuneration of relevant staff and tax compliance.The AIFM reviews and assesses potential sustainability risks within the meaning of SFDR as part of its decision-making process and ongoing risk monitoring with respect to investments made or to be made by the Fund and has integrated such review within its internal procedures and policies, as further detailed hereafter.

Relevance of sustainability risks

Sustainability risks may affect the Fund’s performance having regard to the types of investments made or to be made in accordance with its investment policy and objectives, meaning that if any such risk occurs, returns on investments may be materially negatively affected as a result. Investors and potential investors should note that it is difficult to assess with reasonable certainty the probability of the occurrence of such risks and the likely impact of such materialized sustainability risks on the value of investments.

ESG risk assessment process
The AIFM generally considers materially relevant sustainability risks into the investment process alongside with other material factors. The degree to which sustainability risks will be taken into account may vary from one product to another and may depend on the product scoping and concrete structuring of each individual product. The AIFM considers sustainability risks assessment as a mean of identifying investment opportunities, managing and monitoring investment risk, and therefore integrate this assessment in their investment decisions and their due diligence processes in order to maximize the long-term risk-adjusted return. When deciding whether ESG data are material for a particular investment, the AIFM shall evaluate the relevance of the information and the likely impact on the financial return of the investment in the context of the particular fund’s investment strategy. Indeed, even if the fund concerned does not pursue or promote ESG objectives for the moment nor has sustainable investments’ objectives, it remains exposed to sustainability risks. The identification and assessment of risks, including sustainability risks, will take place on an ongoing basis if and when investments are made in accordance with the Fund’s investment
policy. Such review is performed by the AIFM as summarized below:

Prior to an investment decision being taken on behalf of the Fund, the AIFM identify the material risks, including sustainability risks, associated with the proposed investment;

These risks form part of the overall investment proposal to be submitted to the board of managers of the AIFM;

Ultimately and following its assessment, the AIFM makes the relevant investment decision having regard to the Fund’s investment policy and objectives and subject to the board of managers’ approval

The identification, assessment and, to the extent possible, mitigation of sustainability risks is embedded into the above process.

Transparency of remuneration policies in relation to the integration of sustainability risks – article 5(1)

For the purposes of article 5(1) of SFDR, the AIFM declares that it has not put in place a remuneration policy in light of the fact that it qualifies as a registered alternative investment fund manager and thus does not fall under such requirement under the AIFMD.

No consideration of adverse impacts of investment decisions on sustainability factors – article 4(1)(b)

Article 4(1) of the SFDR requires fund managers such as the AIFM to provide a clear statement as to whether or not they consider the “principal adverse impacts” of investment decisions on sustainability factors, i.e. environmental, social and employee matters, respect for human rights, anti-corruption and anti-bribery matters. Although ESG and sustainability risks are important to the AIFM, the latter does not consider the adverse impacts of investment decisions on sustainability factors in the manner
prescribed by article 4(1) of the SFDR, in particular due to the fact that (i) no reliable and sufficiently available or accessible data are available to perform such impact measurement and provide the mandatory reporting imposed by the regulatory technical standards in a consistent manner; (ii) the investment strategy and objectives of the fund managed by the AIFM and thus its overall portfolio are neither ESG-focused nor, in the opinion of the AIFM, likely to have an impact on sustainability factors and (iii) the underlying investments are not generally required to, and may not currently, report on such factors. This position shall remain subject to ongoing review in line with the regulatory developments.

Fund-related disclosures: Transparency of other financial products in pre-contractual disclosuresand in periodic reports – article 7 of the Taxonomy Regulation
Furthermore, with reference to Article 7 of Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment, and amending Regulation (EU) 2019/2088 (“EU Taxonomy”), supplementing art 6 of SFDR, it should be noted that currently, the investments underlying the financial product (the assets of the AIFM’s fund under management), do not take into account the EU criteria for environmentally sustainable economic activities.