Terms of Use

1. About these terms

These terms govern your use of the RockLake website and client portal (together, the “Platform”), which is operated by MT Capital Markets Ltd, trading as RockLake Capital (“we”, “us”), a company incorporated in the Cayman Islands and regulated by the Cayman Islands Monetary Authority (CIMA).

By creating an account or using the Platform you agree to these terms. If you do not agree, do not use the Platform.

These terms, the Risk Warning and Important Information together form the terms of use of the Platform. Our Privacy Notice and Cookie Policy explain how we use personal data and similar technologies. Separately, you will sign a Platform Participation Agreement when you apply, and you may be asked to accept an investment agreement for a particular investment. If any of these documents conflict, the more specific one prevails for the investment or subject it covers.

2. Who can use the Platform

The Platform, and every product on it, is available by invitation only. You can open an account only with a valid invitation code issued by us, and an invitation is personal to you and must not be shared or transferred.

You must also qualify and self-certify as one of the following during onboarding:

• a High Net Worth investor;
• a Sophisticated investor; or
• a Professional investor.

The criteria for each category vary by country and region. It is your responsibility to check the criteria that apply where you live and are resident, which may be stricter than any description on this website, and to qualify under them. The Platform is not available to the general retail public.

You must be an adult with legal capacity, and you must confirm during onboarding that you are not a politically exposed person and that you are not a US Person (see the next section). We may decline or close any application or account at our discretion, including where we cannot verify the information you provide.

3. US Persons and other restricted persons

The Platform and the investments on it are not available to US Persons. This is a firm condition of using the Platform, not a formality.

“US Person” means any person who is, or who is treated as, any of the following: (a) a “U.S. person” within the meaning of Regulation S (Rule 902(k)) under the United States Securities Act of 1933; (b) a “United States person” within the meaning of section 7701(a)(30) of the United States Internal Revenue Code, which includes US citizens, US tax residents and green-card holders; (c) a person who is resident in, or located in, the United States when applying for an account or giving instructions; or (d) a person acting for, or for the benefit or account of, any of the above.

In particular:

• when you apply you confirm that you are not a US Person and that you are not applying for, or holding the account for the benefit of, a US Person;
• you must tell us immediately if you become a US Person at any time, for example by moving to the United States, becoming a US tax resident, obtaining a green card, or if the person you hold the account for changes;
• you must not apply for or use an account, or give us instructions, while you are located in the United States; and
• you must not use technical means to disguise your location or identity from us.

If you are or become a US Person, or we reasonably believe that you may be, we may restrict, suspend or close your account, decline further funds or investments, and make any report the law requires, in each case with or without notice where the law permits. Investments you already hold will be dealt with in line with their own terms, the law and the rights of other investors. We cannot promise to realise an investment at a particular time or price, and you may bear the costs and losses of doing so.

The Platform is also not available in any place where it would be unlawful for us to offer it, or for you to use it. See Important Information and Regulatory Information.

4. Your account

• You must give accurate, complete and current information, and tell us promptly if it changes.
• You are responsible for keeping your sign-in details secure and for all activity under your account. Never share your password. We will never ask you for your full password by email, message or telephone.
• Before you sign in, check that the address in your browser is our own website address, especially if you reached it from a link in an email.
• Tell us immediately if you suspect unauthorised access. We may ask you to confirm your identity again before we act on a sensitive request.
• You may hold only one account unless we agree otherwise in writing.
• Access to holdings and reporting begins only once we have reviewed and approved your application. Approval is at our discretion.

5. Identity verification and ongoing checks

We are required by law to verify the identity of our clients, to understand their source of funds, and to keep that information up to date. You must provide the documents and information we reasonably request, and we may ask for more at any time, including after your account is open. We may also check your details against sanctions, politically-exposed-person and similar lists and other public sources.

If your circumstances change, for example your name, address, tax residence, nationality or financial position, tell us promptly using the change-of-circumstances form in your account settings. If you do not provide what we ask for, or we cannot complete our checks, we may restrict or close your account.

6. Self-certification

When you apply you declare which investor category you fall into. That declaration is yours: we review it alongside the rest of your application, but we do not guarantee that it is correct and you remain responsible for its accuracy. If a declaration turns out to be false or no longer true, we may close your account and, where the law requires, report it.

7. How the service works

The Platform gives you access to your account and to information about the investments held for you. You do not buy investments through the Platform on your own: which products are made available to you is for us to decide, based on your application. An investment is made only after you have arranged it with us and, where we require it, accepted the investment agreement for it through the Platform. The Platform then shows what you hold.

Each investment is also governed by its own terms, which may include lock-up periods, restrictions on selling or redeeming, and fees. Those terms may mean you cannot get your money back when you want it. Read them, and the Risk Warning, before you invest.

8. Payments, cleared funds and outstanding balances

• To fund your account you transfer money to us using the payment details and the unique reference we give you. A payment is shown as pending until it has cleared. Unless we agree otherwise with you, we invest only cleared funds.
• The Platform shows the status of each payment (for example pending, on hold, cleared or sent back). A status is information for you, not a promise that a payment will be accepted: we may hold, refuse or return any payment, including to meet our legal obligations, and we may refuse payments from, or to, anyone other than you.
• You are responsible for bank charges, transfer delays and currency conversion costs on your payments.
• Outstanding balances. In some cases we may, by arrangement with you, make an investment before the money for it has reached us. The amount not yet received is shown on the Platform as an outstanding balance. It is a debt you owe us, and you agree to pay it promptly and in any event by the date we tell you. Until it is paid we may decline further investments and withdrawals, and, to the extent the terms of the relevant investments and the law allow, we may take steps to recover it, including applying the proceeds of your investments and charging you the reasonable costs of doing so. Agreeing to an outstanding balance once does not oblige us to agree to another.
• Withdrawals are subject to the terms and liquidity of the relevant investments, to our identity checks, and to any outstanding balance, which we may set off against what we owe you. We pay out only to an account in your own name unless we agree otherwise.
• Dates and times of settlement shown on the Platform are indicative.

9. Information on the Platform

• Balances, values and performance figures are shown for your information. They may be estimates, may be delayed, and may rely on information supplied by issuers, managers and other third parties. We may correct them at any time.
• If anything on the Platform differs from a formal confirmation, statement or signed agreement, the formal document prevails.
• Amounts are recorded in US dollars. If you choose to view them in another currency, the conversion uses an indicative market exchange rate from a third-party source. It is for convenience only and is not the rate at which anything is bought, sold or settled.
• “Available” and “outstanding” balances are calculated from our records at the time you view them and can change as payments clear.

10. No advice

Information on the Platform is provided for general information. It is not personal investment, tax, legal or accounting advice, and it does not take account of your individual circumstances unless we have agreed otherwise in writing. Beyond the eligibility checks at onboarding, we do not assess whether a particular investment is suitable for you, and a risk rating shown for a product is indicative only. You should obtain independent professional advice before making any investment decision.

11. Projections and performance information

Projected values shown on the Platform are illustrative. They are modelled from stated assumptions and are not forecasts, promises or guarantees. Actual outcomes will differ, and the value of an investment can fall as well as rise. Some projections, such as those for new issues and IPOs, are shown as a range of possible scenarios. A range is not a limit: the real result could be better than the best scenario or worse than the worst, up to the loss of everything you invested. Please read our Risk Warning, which forms part of these terms.

12. Third-party services and content

Parts of the Platform use services and data from others, for example market charts, exchange rates and fonts, and the Platform links to other websites. We provide these for information only, we do not control them, and we are not responsible for their accuracy, availability or content. They may be delayed, unavailable or wrong. Some are loaded directly from the provider to your browser, which means the provider receives certain technical data about your visit; see our Cookie Policy and Privacy Notice.

13. Acceptable use

You agree not to:

• use the Platform unlawfully or to launder money, evade sanctions or commit fraud;
• attempt to gain unauthorised access to the Platform, other accounts or our systems, or probe or test its security without our written permission;
• interfere with the Platform's operation, or introduce malicious code;
• use automated tools to access the Platform, or copy, scrape or resell Platform content or data without our written consent;
• share your account with anyone else; or
• do anything to avoid the restrictions on US Persons or on any place where the Platform is not available.

14. Intellectual property

The Platform, including its design, software, text and the RockLake name and logo, belongs to us or our licensors. We grant you a limited, personal, non-transferable right to use the Platform for its intended purpose while your account is open. All other rights are reserved.

15. Availability and security

We work to keep the Platform available but do not promise uninterrupted or error-free service. We may suspend access for maintenance, security or legal reasons. You are responsible for the security of the devices and networks you use to reach it.

16. Our liability

Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited, including for fraud. Subject to that, and to the extent permitted by law, we are not liable for losses arising from:

• market movements, or your reliance on projected figures or other illustrative information;
• your breach of these terms, or false, incomplete or out-of-date information or declarations from you;
• your failure to keep your sign-in details or devices secure;
• the acts or failures of third parties outside our reasonable control, including issuers, managers, custodians, banks and the providers of third-party services; or
• indirect or consequential loss, or loss of profit or opportunity.

17. What you owe us if you break these terms

You will compensate us for the losses, costs and liabilities (including reasonable legal costs) that we suffer because you gave us false or misleading information or declarations, including about being a US Person, your eligibility or your source of funds; because you broke these terms or the law; or because an outstanding balance you owe us is not paid. This does not apply to the extent the loss is caused by our own fraud, negligence or wilful default.

18. Suspension and termination

We may restrict, suspend or close your account, with notice where practicable, if you breach these terms; if we are required to by law, a regulator or a sanctions regime; if you are or may be a US Person; if we cannot complete or keep up to date our identity checks; if you do not pay an outstanding balance; if we suspect fraud or misuse; or if we reasonably believe the account has been compromised. You may close your account at any time by contacting us.

When an account closes, your access to the Platform ends. Investments you hold are dealt with in line with their own terms and the law, so closing an account does not by itself release you from an investment or an amount you owe. We will return any money we hold for you that is cleared and not owed to us, subject to the law, and we will retain records as required by law. Provisions that are meant to survive, such as those on liability, what you owe us and governing law, continue to apply.

19. If you die or lose capacity

If an account holder dies or loses capacity, a family member or representative should tell us using the bereavement process on our website. We will need evidence of the person's authority before we act, and we cannot act on instructions from anyone else. We may restrict the account until that is done. Investments are dealt with in line with their own terms and the law.

20. Communications

We may communicate with you electronically, including by email and through notices in the client portal, and you agree that these count as written notice. Keep your email address up to date: a notice sent to the address we hold is treated as received by you.

21. General

• These terms, together with the Risk Warning and Important Information, are the whole agreement between you and us about your use of the Platform, subject to the other documents described at the start of these terms.
• If any part of these terms is found to be unenforceable, the rest continues to apply.
• You may not transfer your account or your rights under these terms to anyone else. We may transfer ours to a successor to our business, on notice to you.
• A delay or failure by us to enforce a right is not a waiver of that right.
• Nobody other than you and us has any right to enforce these terms.

22. Changes to these terms

We may update these terms from time to time. Where a change is material we will give you notice through the Platform or by email, normally at least 30 days before it takes effect, except where a change is needed sooner to meet the law or a regulator's requirements. If you do not accept a change, you may close your account before it takes effect; continued use afterwards means you accept the updated terms.

23. Governing law and disputes

These terms, and any dispute arising out of or in connection with them or the Platform, are governed by the laws of the Cayman Islands. You and we submit to the non-exclusive jurisdiction of the courts of the Cayman Islands, which means that either of us may bring proceedings there, and we may also bring proceedings in any other court that has jurisdiction over you. Nothing in this section removes any right you have under the law of the place where you live that cannot lawfully be waived by contract.

24. Contact

MT Capital Markets Ltd, Artemis House, 67 Fort Street, George Town, Grand Cayman KY1-1111, Cayman Islands. Email: ir@rocklakecapital.com.