Effective date: August 18th, 2023

These Terms apply to all advisory and execution services we provide across trade finance, project finance, commodity finance, structured credit, commercial real estate capital raising, M&A support, and related mandates. They are designed to set clear expectations, protect both parties, and keep execution focused. An executed engagement letter prevails over any conflict with these Terms.

1. Parties and acceptance

“Advisor,” “we,” or “us” refers to the service provider issuing these Terms. “Client,” “you,” or “your” refers to the party seeking services. By engaging with us after receiving these Terms, paying any RFQ confirmation or retainer, providing instructions to proceed, or accessing our client portal, you accept these Terms.

2. Communications and meeting protocol

Deal work is conducted by email or via our client portal. We do not use WhatsApp, Telegram, or similar apps for mandates.

Calls are scheduled with a written agenda. If materials are not supplied at least 24 hours in advance, the call will be rescheduled. Both sides keep tone professional. We will not continue on threads that become accusatory or speculative.

3. Conditions to commence work

Work starts only after all of the following are received:

1. RFQ confirmation or retainer payment;
2. a complete data pack in the requested format;
3. KYC/AML documents for all relevant parties.
   Missing items pause timelines until rectified.

4. Scope control and change management

• Our pricing and timelines are based on the stated scope.
• Changes to scope, counterparties, jurisdictions, or deliverables require written agreement and may result in revised fees and timelines.

5. Fees, expenses, and payment

Fees are fixed for the stated scope. We do not discount. If budget is constrained, scope can be narrowed. RFQ confirmations and retainers are due before underwriting, lender packaging, outreach, or legal coordination. Payments are non-refundable and, where expressly stated, creditable against success fees. Out-of-pocket expenses, third-party fees (e.g., legal, technical, audit, inspection), and taxes are payable by the Client. Late or missed payments permit suspension of work until cleared; interest may be charged as permitted by law.

6. Proposal validity

• Each proposal carries a validity date. No response by that date is treated as a pass. After expiry, we may reprice or amend terms.

7. Information sharing, references, and confidentiality

Track record is shared as anonymized case briefs under NDA. Client names and references are provided only with prior client consent. We do not share lender lists, “sample term sheets,” or draft work product before engagement. All materials we provide are confidential, for your internal use only. Forwarding or repurposing without our written consent voids the proposal and may trigger termination.

8. Regulatory status and chaperone

We provide commercial advisory services. If any activity requires broker-dealer participation, we execute through a registered partner and document a chaperone arrangement at the appropriate stage.

9. Work product and intellectual property

Analyses, models, memoranda, templates, and tools remain our intellectual property unless assigned in the engagement letter.

You receive a non-transferable license to use final work product solely for the transaction covered by the mandate.

10. Market testing and shopping

General “market” commentary is not a basis for repricing fixed fees. If you have an executable alternative on better terms, you should proceed with it. We do not participate in open, unpaid competitive processes. If a mandate is being widely shopped without engagement, we may decline or step back.

11. Exclusivity, introductions, and tail

• Where an engagement specifies exclusivity, you agree not to solicit competing proposals for the same scope during the exclusive period.
• You agree not to bypass us to approach counterparties introduced under the mandate. Tail and non-circumvention periods are stated in the engagement letter and survive termination.

12. Conduct; grounds for suspension or termination

We may suspend dialogue or terminate an engagement, at our discretion, where any of the following occurs:

• Accusatory, disrespectful, or bad-faith communication;
• Pressure for pre-engagement work, “free diligence,” or disclosures beyond these Terms;
• Misrepresentation of facts, source of funds, or counterparties;
• Circumvention or use of our materials to approach our lenders, partners, or counsel;
• Unauthorised forwarding of our proposals, decks, or work product;
• Repeated attempts to change scope without adjusting fees and timelines.
  Fees earned and expenses incurred remain due.

13. Dependencies and timelines

Dates stated are working targets, not guarantees. Timelines depend on completeness of materials, third-party responsiveness, and credit conditions.

14. No funding guarantee

Financing outcomes are not guaranteed. We act on a best-efforts basis within the agreed scope.

15. Compliance and sanctions

You warrant that all funds and activities are lawful and sanctions-compliant, and that anti-bribery and corruption laws are observed.

We may require enhanced due diligence and may withdraw if red flags arise. Costs of enhanced checks are for the Client.

16. Conflicts

We will notify you of any known conflict that would materially affect the mandate and propose a remedy or step back if needed.

17. Data protection

We process information in line with applicable data protection laws and our privacy policy. Sensitive materials should be transmitted via our portal.

18. Third-party professionals

We may recommend or coordinate third-party professionals. They act for you under their own terms. We are not responsible for their advice or performance.

19. Publicity and use of names

Neither party may issue public statements or use the other’s name, logo, or marks without prior written consent, except where required by law.

20. Non-solicitation

During the mandate and for 12 months after, neither party will solicit for employment any staff directly involved in the engagement without prior written consent.

21. Limitation of liability and indemnity

Our aggregate liability under a mandate is capped at fees paid to us for that mandate, except for fraud or wilful misconduct. We are not liable for indirect, special, incidental, punitive, or consequential losses, or for third-party decisions. You will indemnify us against losses arising from your misstatements, omissions, unlawful acts, or breach of these Terms.

22. Force majeure

We are not responsible for delay or failure caused by events outside our control, including regulatory actions, market closures, strikes, or outages.

23. Termination

By Advisor: We may terminate immediately for any ground listed in Section 12, for non-payment, legal or compliance risk, or if the mandate ceases to be commercially sound. Fees earned and expenses incurred remain due; any creditable retainer is applied as stated in the engagement letter.

By Client: You may terminate on written notice. Fees for work performed to date and committed expenses are payable. Success-fee obligations tied to transactions introduced or advanced during the mandate survive termination for the tail period in the engagement letter.

24. Dispute resolution, governing law, and venue

Governing law, venue, and any dispute process (including mediation or arbitration) are set out in the engagement letter. Prior to formal steps, senior representatives will confer in good faith for ten business days to attempt resolution.

25. Notices

Notices are effective when sent by email to the addresses last notified in writing. Portal messages count as written notices for operational matters.

26. Entire agreement; assignment; updates

These Terms and the engagement letter form the entire agreement for the mandate. Neither party may assign the mandate without written consent, except to an affiliate that assumes all obligations. We may update these Terms for future proposals. Changes do not alter a signed engagement letter unless both parties agree in writing.

27. Acceptance

Continuing the dialogue after receipt of these Terms, paying any RFQ confirmation or retainer, or instructing us to proceed confirms acceptance.