Article 1. Adagia Partners’ Activities

Adagia Partners is a private equity fund.

Adagia Partners operates solely in the private equity asset class, without any hedge fund activity, nor any UCITS (undertakings for collective investment in transferable securities) activity.

Article 2. Access to the Site

The services presented on the Site are exclusively intended for professional investment clients only.

This Site is accessible 24 hours a day, seven days a week, and except for major unforeseeable events resulting in a malfunction of the Site or the server or an interruption for maintenance.

In these cases, Adagia Partners cannot be held liable for any damages resulting from an interruption or suspension of the Site.
The Site includes a contact form allowing the User to contact Adagia Partners for any information requests.

Article 3. Data Protection Policy

Adagia Partners commits to comply with the General Data Protection Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

Adagia Partners collects and processes personal data transmitted when the User completes the contact form or navigates through the Site.

Adagia Partners collects personal data from the User, including: surname, first name, email address, postal addresses, telephone number, the company to which they belong.

Personal data collected by Adagia Partners is processed for the following purposes:
– Management of personal data in relation to business relationships with investors, prospects, and websites‘ users
– Establish statistical analysis including for web traffic management purposes (e.g. to have an understanding of the websites audience, to enhance website usability and the relevance of our services);
– Communication management: You may also receive information or communications from Adagia Partners in particular regarding events which may be of your interest, subject to your prior consent when required and in compliance with your right to object, in accordance with legal requirements applicable to direct marketing. These notifications can be sent by electronic or post mail;
– Management of network: Adagia Partners will collect your personal data in order to answer to your request and then manage our relationships.

In addition, Adagia Partners use the personal data we collect only if and to the extent that at least one of the following lawful basis applies:
– processing is necessary for the performance of a contract to which the data subject is party or in order to take steps at the request of the data subject prior to entering into a contract; or
– processing is necessary for compliance with a legal or regulatory obligation to which Adagia Partners is subject (such as the prevention of money laundering and terrorism financing or a reporting requirement under tax regulations in the jurisdictions in which we operate, the Foreign Account Tax Compliance Act (FATCA), the automatic exchange of information in the field of taxation (DAC) or the Common Reporting Standard (CRS); or
– processing is necessary for the performance of a task carried out in the public interest or in the exercise of official authority vested in Adagia Partners; or
– processing is necessary for the purposes of the legitimate interests pursued by Adagia Partners (in particular managing relations with our partners or, for reasons connected with the investments or divestments made by the funds we manage, ensuring the security of our premises) or by a third party, except where such interests are overridden by the interests or fundamental rights and freedoms of the data subject which require the protection of personal data.

Personal data is kept by Adagia Partners for as long as necessary to achieve the purposes for which it is collected or for the period necessary to comply with applicable regulations regarding specific personal data.

Personal data collected from the User is intended for Adagia Partners. However, Adagia Partners may share personal data with third parties. In this case, Adagia Partners undertakes to ensure that they commit to an equivalent level of protection.

Adagia Partners undertakes to ensure its best efforts to preserve the security of personal data and, in particular, to protect it against any destruction (accidental or illicit), accidental loss, accidental or unauthorized modifications, alterations, dissemination or unauthorized access.

Adagia Partners will implement the appropriate technical and organizational measures to guarantee personal data security, including:
– all staff involved in handling personal data understand their responsibilities for following good data protection practices;
– Training in data protection is provided to all staff;
– Procedures are made available to data subjects wishing to exercise their rights regarding their personal data, and that those enquiries are handled effectively;
– Regular reviews of procedures involving personal data are carried out.

Despite all the security measures taken and given that no transmission or storage technology is completely infallible, Adagia Partners cannot guarantee the routing and integrity of data transmitted by the User through the Site and declines all liability in this respect.

In accordance with the General Data Protection Regulation, in the event of a Personal data breach likely to result in a high risk to an individual’s rights and freedoms, Adagia Partners undertakes to notify, as soon as possible, the French competent data protection authority, named, Commission Nationale de l’Informatique et des Libertés “CNIL”.

The User is informed that he has the right of access, the right of rectification, the right to erasure, the right to object and the right to restrict processing.

The User can contact Adagia Partners for any questions or concerns about his personal data by email to the following address: compliance@adagiapartners.com

The User, whose personal data has been collected by Adagia Partners, can notify the French competent data protection authority (Commission Nationale de l’Informatique et des Libertés) at the address https://www.cnil.fr/ fr/you-wish-to-contact-the-cnil, if Adagia Partners has not responded to a request within one month. If necessary, this period may be extended to two months, taking into account the complexity and the number of requests.

Article 4. Cookies

Cookies are text files that analyze the navigation, movements and viewing or consumption habits of the User to improve their web browsing experience and to offer targeted advertising or personalized services.

The User is informed that when accessing the Site, Adagia Partners may collect information relating to the terminals on which the Site is used, or the network from which the Site is accessed, in accordance with the applicable regulations. These are as follows: IP addresses, connection data, types and versions of internet browsers, types and versions of the browser plug-ins, operating systems and platforms, data concerning navigation, paths on the Site, content consulted, searches and terms used, consultation duration, and interactions on the Site.

The User may deactivate the use of cookies at any time, free of charge, by selecting the appropriate settings in the browser. As the steps to follow are different for each browser, the User can find instructions in the “Help” menu of the browser and on the Site of the CNIL (Commission Nationale de l’Informatique & des Libertés) at the following address : https://www.cnil.fr/fr/les-conseils-de-la-cnil-pour-maitriser-votre-navigateur.

However, such deactivation could degrade or even prevent the use of certain features of the Site.

Article 5. Links to other Sites

Links to other Sites or any other existing resources on the Internet from the Site do not, under any circumstances, involve Adagia Partners’ responsibility.

Links are provided for the User’s convenience, and to provide further information to them; links are not related to Adagia Partners.

When clicking on the “Investor Login” section, the User will be redirected to the Adagia Partners virtual data room.

The User is invited to read the “Legal” and “Terms and Conditions of Use” of the Sites when accessing third-party websites.

Links redirecting to the Site are only allowed subject to the express prior written consent of Adagia Partners.

Article 6. Conflicts of Interest Policy

Adagia Partners has formalized a conflict of interest management policy and put in place specific provisions in terms of organizational means, procedures, and controls in order to prevent, identify and manage conflict of interest situations that may harm the interests of its clients.

Nevertheless, if potential conflicts of interest arise, they will be managed in the client’s interest, i.e. in a fair manner and by providing full and appropriate information. Thus, Adagia Partners authorizes itself, depending on the conflict of interest situation, to:
– Carry out the activity or operation insofar as the organization allows the appropriate management of the potential conflicts of interest,
– Inform the client in the event that certain conflicts of interest may remain and communicate the necessary information on their nature and origin,
– Where appropriate, to not carry out the activity or transaction that gives rise to a conflict of interest.

It is to be noted that Adagia Partners is an independent management company in the exercise of its activities.

Adagia Partners must manage any conflict of interest, from its detection to its appropriate treatment. Adagia Partners has thus set up an organization that allows it to:

• Prevent the appearance of conflicts of interest, by making all its staff aware of the rules and codes of good internal and market conduct and by setting up strict rules and procedures, which include:
  – Implementation of an internal control system ─ Separation of functions that may generate conflicts ─ Constant ensuring that the products and services that Adagia Partners offers its clients correspond to their profile and expectations, and are never in contradiction with their interests
  – Prohibition of personal transactions that do not comply with the rules set by the company
  – Train and bring awareness of the good practices of the profession to all employees
• Identify situations of conflicts of interest that may harm the interests of clients by mapping the risks of these conflicts of interest. This mapping specifies activities or operations for which a conflict of interest is likely to occur. The Internal Compliance Officer is in charge of updating this risk map. 
• Manage situations of potential conflicts of interest:
  – by informing clients in an exhaustive and objective way ;
  – by requiring employees to declare to the Internal Compliance Officer the gifts and benefits received and, as soon as they occur, report any conflict of interest situations in which they may find themselves according to the rules set by Adagia Partners.

Conflict of interest policy is made available to the public by email request sent to the following address: compliance@adagiapartners.com

Article 7. Voting policy and Shareholder Commitment Policy

In accordance with European and French regulations, Adagia Partners has developed a voting policy and shareholder engagement policy describing how it integrates its role as a shareholder in its investment strategy.

Under the AIFM directive, firms are required to adopt strategies for the exercise of voting rights and, more generally, for the exercise of the shareholder role with the objective to reinforce long-term investments and to increase transparency of investments realized by institutional investors.

Voting policy and shareholder engagement policy and their annual report are made available to the public by email request sent to the following address: compliance@adagiapartners.com.

Article 8. Intellectual Property – Tort Law

The content published on the Site is the property of Adagia Partners and must not be reproduced or used for any purpose without permission.

The content is only available for consultation by the User.

Adagia Partners is the owner of the rights regarding its corporate name, its commercial name and the domain name “adagiapartners.com”.

Any appropriation and use of this content, its corporate name, its trade name and its domain name, without its authorization, are prohibited and punishable by law.

Also, Adagia Partners is a trademark registered with the French National Institute of Intellectual Property under number 4668842 and with the European Union Office for Intellectual Property under number 018277179.

The use and reproduction of these trademarks without Adagia Partners’ authorization is prohibited and constitutes an infringement of an Intellectual Property right engaging the responsibility of the User.

Finally, Adagia Partners owns a copyright on all the elements composing the architecture of the Site (its design, its menu, its interfaces, its navigation features, its logo, its drawings, its pictures, its audio-visual content, etc.).

Any reproduction (total or partial) of its elements by any process for commercial or advertising purposes, without Adagia Partners’ authorization, constitutes an act of counterfeiting and engages the responsibility of the User.

Article 9. Liability

The Site is for general information purposes only and intended to present Adagia Partners’ activities to the User.

Information published by Adagia Partners on its website is deemed reliable but Adagia Partners does not guarantee that it is free of defects, errors or omissions despite regular updates to keep it in line with current regulations.

The content provided is not exhaustive, it is presented for information purposes only and constitutes a general presentation of the services offered by Adagia Partners. The content has no contractual value.

No information contained on this Site constitutes an offer to buy or sell a financial instrument, nor does it provide investment advice from Adagia Partners.
Adagia Partners cannot be held responsible for the use and interpretation made by the User of the information contained on the Site.

Adagia Partners cannot be held responsible for any virus that may infect the computer or any computer equipment of the User, following the access to the Site or downloading from the Site.

Adagia Partners declines all responsibility in the case of damages of any nature resulting from the use of the Site by the User.

Article 10. Complaint handling procedure

Adagia Partners has established a complaints management system to deal effectively, transparently, and consistently with complaints filed by its customers, in accordance with applicable regulations.

A request for information, advice, clarification, services or benefits is not a complaint.

Complaints may be filed by postal mail or e-mail, or be submitted to the customer’s usual contact person.

Complaints by postal mail should be addressed to: 20 rue Quentin-Bauchart, 75008 Paris
Complaints submitted via e-mail should be addressed to: complaints@adagiapartners.com

The customer has to specify “Complaint” in the subject line of the e-mail or in postal mail.

Adagia Partners is committed to:
– acknowledge receipt of all complaints received within a period of 10 business days;
– respond to complaints within a maximum of two months from the date of their issuance by the customer, except in cases where the response cannot be provided within this period;
– keep the customer informed of the progress of the processing of the complaint and, in the event that this deadline cannot be met, of the particular circumstances which justify the fact that this deadline cannot be respected.
The Autorité des Marchés Financiers has an Ombudsman available, free of charge, to any customer, in the context of a dispute falling within the scope of its powers.

Letters by post may be sent to the following address:
Médiateur de l’AMF
Autorité des marchés financiers
17 place de la Bourse 75082 PARIS CEDEX 02

A mediation request form is also available on the AMF website: https://www.amf-france.org/fr/le-mediateur-de-lamf/votre-dossier-de-mediation/vous-voulez-deposer-une-demande-de-mediation

Article 11. Applicable law

These Terms and Conditions of Use shall be governed by and construed in accordance with French laws and regulations. Any dispute arising or relating thereto will be subject to the exclusive jurisdiction of the French courts.

Last updated on: March 31, 2022

Identify situations of conflicts of interest that may harm the interests of clients by mapping the risks of these conflicts of interest. This mapping specifies activities or operations for which a conflict of interest is likely to occur. The Internal Compliance Officer is in charge of updating this risk map.