Effective Date. 18 August 2023.
Terms of Business
These Terms of Business apply to all advisory, structuring, underwriting support, execution coordination and related services we provide across trade finance, project finance, commodity finance, structured credit, Commercial Real Estate capital raising, M&A support, carbon project development and related mandates.
They define the commercial and procedural basis on which we accept and perform mandates. An executed engagement letter governs the specific mandate. If there is any conflict between these Terms and an executed engagement letter, the engagement letter prevails to the extent of that conflict.
1. Parties And Acceptance
“Advisor,” “we,” “us” and “our” refer to the service provider issuing these Terms. “Client,” “you” and “your” refer to the person or entity seeking or receiving services from us.
You are deemed to have accepted these Terms if, after receiving them, you instruct us to proceed, pay any RFQ confirmation, consultation fee or retainer, provide documents for formal review or execution, access or use our client portal in connection with a mandate, or continue with the mandate after receipt of these Terms.
2. Nature Of Services
We provide commercial advisory, structuring, underwriting support, transaction preparation, process coordination, market positioning, counterparty approach support and execution assistance within the scope set out in the applicable engagement letter.
Unless expressly stated otherwise in writing, we do not act as a lender, deposit-taking institution, law firm, accounting firm, tax adviser, valuation firm issuing regulated fairness opinions, regulated broker-dealer, investment manager, fiduciary, registry, validator or verifier.
Any regulated activity requiring licensed participation may be undertaken only through an appropriately authorized partner, adviser or intermediary where applicable.
3. Communications And Meeting Protocol
Mandate work is conducted by email and, where applicable, through our client portal. We do not conduct live mandates through WhatsApp, Telegram or similar informal messaging channels.
Calls are scheduled only where useful to the mandate and should be supported by a written agenda. If relevant materials are not supplied at least 24 hours in advance, we may reschedule the call.
All communications must remain professional, focused and decision-oriented. We may suspend participation in discussion threads or meeting processes that become speculative, repetitive, abusive, accusatory or commercially unproductive.
4. Conditions To Commence Work
Unless we agree otherwise in writing, work begins only after all required commencement conditions have been satisfied, including receipt of the applicable RFQ confirmation, consultation fee or retainer, receipt of a complete initial data pack in the requested format, receipt of KYC, AML and beneficial ownership documents for all relevant parties, execution of the applicable engagement letter, and receipt of any required upfront compliance or third-party cost funding.
If any required item is missing, incomplete or materially inconsistent, timelines are paused until the deficiency is remedied.
5. Scope Of Mandate
Our fees, staffing assumptions, sequencing and timelines are based on the scope stated in the engagement letter or proposal.
The scope of a mandate may include some or all of the following: review and assessment of the transaction or project, structuring recommendations, memorandum or file preparation, market positioning, lender, investor or counterparty approach support, technical coordination, diligence support, negotiation support and execution process management.
Anything not expressly included is outside scope.
6. Scope Changes And Change Management
Any change to scope, counterparties, transaction size, geography, asset type, deliverables, workstreams, reporting obligations or timetable may require revised fees, revised timelines, revised staffing assumptions or a new engagement letter.
We are not obliged to absorb expanded scope into the original fee arrangement.
7. Consultation Fees
Consultations are billed at USD 300 per hour unless otherwise stated in writing.
Consultation time includes advisory calls, transaction review sessions, structuring discussions, technical work sessions, document walkthroughs, follow-up review triggered by consultation and related strategic guidance.
Consultation fees are distinct from execution mandates.
8. Retainers And Mandate Fees
Execution work is performed on a retained basis. The required upfront fee may be described in the engagement letter as a retainer, engagement fee, mandate fee, RFQ confirmation fee or other equivalent term.
This fee is determined after project review and reflects scope, complexity, staffing burden, expected duration, jurisdictional and regulatory burden, document intensity, execution demands and third-party coordination requirements.
Unless expressly stated otherwise, retainers and mandate fees are due upon signature of the engagement letter and are non-refundable.
9. Fees, Expenses And Taxes
Fees are fixed for the agreed scope unless revised in writing.
The Client is also responsible for reimbursable out-of-pocket expenses, third-party professional costs, legal fees, technical consultant costs, registry or filing costs, validator, verifier or audit costs, translation, notary, apostille, legalization and certification costs, travel and accommodation where required, bank fees, payment processing costs and wire charges, and taxes, duties, withholding or similar charges, except taxes imposed on our net income.
Where necessary, we may require advance funding for expected third-party or out-of-pocket costs.
10. Payment Terms
All invoices must be paid in cleared funds by the stated due date.
If payment is late, we may without liability suspend work, stop outreach or execution, withhold drafts, memoranda or deliverables, defer meetings, pause portal access or move the file to inactive status.
Late interest may be charged where permitted by law and stated in the engagement letter or invoice terms.
11. Proposal Validity
Each proposal or engagement offer is valid only until the validity date stated in it. If no acceptance is received by that date, we may withdraw, reprice, revise scope or decline to proceed.
Silence after expiry is treated as a pass unless we confirm otherwise in writing.
12. Document Reliance And Client Information
We are entitled to rely on information, documents, statements, assumptions and instructions supplied by you and your representatives unless they are plainly inconsistent on their face.
You are responsible for ensuring that all information supplied to us is complete, accurate, current and not misleading.
We are not responsible for losses arising from inaccurate or incomplete information supplied by you, omission of material facts, undisclosed side arrangements, mischaracterised counterparties, assets, rights or obligations, or forged or manipulated third-party materials not reasonably detectable in ordinary review.
13. KYC, AML, Sanctions And Source-Of-Funds Controls
You represent and warrant that all funds, activities, counterparties and transactions associated with the mandate are lawful and sanctions-compliant, and that applicable anti-bribery, corruption, anti-money laundering and counter-terrorist financing laws are observed.
We may require enhanced due diligence at any stage. We may suspend or terminate the mandate immediately if compliance concerns arise or if documents, source-of-funds explanations, trade rationale or counterparty structures are not satisfactory.
The cost of enhanced diligence, screening or specialist review is for the Client.
14. Information Sharing, References And Confidentiality
Track record materials may be shared as anonymized case briefs, summary descriptions or controlled materials, usually under NDA where appropriate.
We do not provide unrestricted lender lists, raw counterparty databases, sample term sheets, draft work product or proprietary templates before engagement.
All materials we provide are confidential and for your internal use solely in connection with the relevant mandate. You may not forward, circulate, repurpose, publish, reverse engineer or use them for another transaction without our prior written consent.
Unauthorized circulation of our proposals, work product, internal analysis, contact intelligence or commercial materials may result in immediate suspension or termination.
15. Client Portal And Document Handling
Where we provide portal access, the portal is the primary channel for secure transmission of sensitive documents.
You are responsible for maintaining the confidentiality of access credentials, ensuring only authorized personnel have access, uploading current, legible and correctly labeled documents, and promptly replacing outdated materials.
Portal availability may be interrupted for maintenance, upgrades, outages or security controls. Temporary portal interruption does not create liability on our part.
16. Intellectual Property And Work Product
All pre-engagement materials, methodologies, templates, models, memoranda, checklists, structures, frameworks, databases, tools and draft materials remain our intellectual property unless expressly assigned in writing.
Upon full payment of the applicable fees, you receive a limited, non-exclusive, non-transferable license to use final work product solely for the transaction or project covered by the mandate.
No license is granted to reuse our work product for another transaction, replicate our frameworks, train third parties, or provide our materials to another adviser or intermediary without our written consent.
17. Regulatory Status And Chaperone Arrangements
We provide commercial advisory services. If any part of a mandate requires regulated participation, licensed placement activity, broker-dealer activity or another regulated function, that work may only proceed through an appropriately authorized partner or structure.
Where required, we may implement a chaperone, referral, referral-fee, co-advisory or regulated-partner framework at the appropriate stage.
18. Exclusivity, Introductions, Non-Circumvention And Tail
Where the engagement letter specifies exclusivity, you agree not to seek competing services for the same scope during the exclusivity period.
You also agree not to bypass us in relation to counterparties, lenders, investors, advisers, consultants or other relationships introduced, developed, surfaced or advanced through the mandate.
Any tail, non-circumvention or survival period stated in the engagement letter remains binding after expiration or termination of the mandate.
19. Market Testing And Shopping
We do not participate in unpaid competitive processes or broad market-shopping exercises where multiple advisers are expected to perform material preliminary work without engagement.
General statements such as “others are cheaper,” “the market says otherwise,” or “we are reviewing options” do not require us to revise fixed fees or open proprietary work product for comparison purposes.
If you have an executable alternative on acceptable terms, you should proceed with it.
20. Client Conduct And Cooperation
We expect the Client and its representatives to act professionally, honestly and in good faith.
We may suspend dialogue or terminate the mandate where there is disrespectful or bad-faith conduct, repeated pressure for unpaid work outside agreed scope, demands for disclosures contrary to our policy, misrepresentation of facts, counterparties, source of funds or authority, circumvention attempts, misuse of our materials, repeated delay tactics or failure to cooperate.
21. Dependencies And Timelines
All dates and timelines are indicative working targets unless expressly guaranteed in writing.
Our performance depends on factors outside our control, including timely receipt of documents and instructions, third-party responsiveness, counterparty conduct, lender, investor or registry decision times, market conditions, and regulatory and compliance timelines.
Delays caused by such factors do not constitute breach.
22. No Guarantee Of Funding, Closing Or Certification
All services are provided on a best-efforts basis within the agreed scope.
We do not guarantee financing, closing, investor participation, lender approval, registry acceptance, validation or verification outcome, pricing outcome, timing outcome or transaction success.
Any third-party decision remains outside our control.
23. Third-Party Professionals And External Providers
We may recommend, coordinate with or introduce third-party lawyers, technical consultants, engineers, validators, verifiers, registries, auditors, lenders, investors or other professionals.
They act under their own terms and are not our employees or agents unless expressly stated otherwise. We are not responsible for their advice, acts, omissions, timelines or fees.
24. Conflicts Of Interest
We may act for multiple clients across sectors, jurisdictions and asset classes. We will notify you of any known conflict that we consider material to the mandate and, where appropriate, propose a practical solution or step back from the matter.
25. Publicity, Announcements And Use Of Names
Neither party may issue press releases, public statements or marketing materials referring to the other party, or use the other’s name, marks or logo, without prior written consent, except where required by law or regulation.
26. Non-Solicitation
During the mandate and for 12 months following its end, neither party may knowingly solicit for employment any personnel directly involved in the engagement without prior written consent.
27. Limitation Of Liability
To the maximum extent permitted by law, our aggregate liability arising out of or in connection with any mandate is limited to the fees actually paid to us under that mandate.
We are not liable for indirect losses, consequential losses, loss of profit, loss of opportunity, loss of business, reputational loss, third-party decisions, regulatory outcomes, market movement or delays not caused solely by our wilful misconduct.
Nothing in these Terms excludes liability for fraud or wilful misconduct where such exclusion is not permitted by law.
28. Indemnity
You agree to indemnify and hold us harmless against losses, claims, liabilities, costs and expenses arising from your misstatements or omissions, inaccurate or incomplete information supplied by you, your unlawful acts, your breach of these Terms or the engagement letter, or disputes with third parties arising from materials or instructions supplied by you.
29. Force Majeure
We are not responsible for delay or failure caused by events outside our reasonable control, including regulatory action, court orders, sanctions developments, market disruption, banking restrictions, strikes, outages, cyber incidents, war, civil disturbance or natural events.
30. Suspension And Termination
By us. We may suspend or terminate immediately, in whole or in part, for non-payment, any matter listed in Section 20, legal or compliance concerns, sanctions concerns, lack of cooperation, material document deficiency, commercial non-viability of the mandate, or instructions inconsistent with law or our professional standards.
Fees earned and expenses incurred remain payable. Any retainer already paid remains subject to the non-refundable terms stated in the engagement letter.
By you. You may terminate on written notice, subject to payment of fees for work performed to date, committed third-party costs, reimbursable expenses, and any surviving success-fee or tail obligations stated in the engagement letter.
31. Survival
The following provisions survive termination or expiry of the mandate: confidentiality, intellectual property, payment obligations, indemnity, limitation of liability, non-circumvention, tail provisions, dispute resolution, governing law and any other provision that by its nature is intended to survive.
32. Dispute Resolution, Governing Law And Venue
The governing law, dispute process, venue, arbitration clause and any mediation requirement are set out in the engagement letter.
Before formal proceedings are commenced, senior representatives of both parties will confer in good faith for at least ten business days to attempt resolution, unless urgent interim relief is required.
33. Notices
Formal notices may be sent by email to the addresses most recently notified in writing by each party. Portal messages may constitute valid written notices for operational matters where the portal is in active use for the mandate.
34. Electronic Signatures And Counterparts
Engagement letters, amendments and related documents may be executed electronically and in counterparts. Electronic execution has the same effect as wet-ink execution unless prohibited by applicable law.
35. Assignment
Neither party may assign or transfer the mandate without prior written consent of the other, except that we may assign it to an affiliate or successor entity that assumes the relevant obligations.
36. Entire Agreement
These Terms together with the engagement letter form the entire agreement for the mandate and supersede prior discussions relating to the same subject matter, except in the case of fraud.
37. Severability
If any provision of these Terms is found invalid, illegal or unenforceable, the remaining provisions remain in full force and effect.
38. No Waiver
No delay or failure by either party to exercise a right or remedy operates as a waiver of that right or remedy.
39. Updates
We may update these Terms for future mandates, proposals or engagements. Updates do not alter an already executed engagement letter unless both parties agree in writing.
40. Acceptance
Continuing the dialogue after receipt of these Terms, paying any RFQ confirmation or retainer, providing instructions to proceed, submitting documents for formal review or using our client portal in connection with the mandate confirms acceptance.
Disclosure. FG Capital Advisors provides advisory and execution support services only. Any financing, development, validation, verification or closing outcome depends on third-party approvals, diligence, documentation quality and ongoing client cooperation.
