Service Terms and conditions

 STANDARD SERVICE TERMS AND CONDITIONS

BACKGROUND:

These Service Terms and Conditions apply to services provided by BGC Advisors Limited, a company registered in Gibraltar ("BGC", "we", "us" or "our"), to the client named in the relevant order, invoice, engagement letter, online payment, email confirmation or other written instruction (the "Client", "you" or "your").

By instructing BGC, submitting project information, accepting a quotation, signing or accepting an engagement document, making payment through our website, or paying an invoice, the Client agrees to these Terms.

1. Business-to-business basis

1.1 BGC provides services to business clients only. The Client confirms that it is acting for business purposes and not as a consumer.

1.2 If an individual instructs BGC on behalf of a company, project company, sponsor, trustee, fund, partnership, investor group or other principal, that individual confirms that they have authority to bind that principal to these Terms.

1.3 BGC may decline, suspend or terminate any instruction where BGC is not satisfied as to the Client’s identity, authority, ownership structure, source of funds, project information, compliance position, legal status, or suitability.

2. Services

2.1 BGC provides commercial advisory and transaction support services, which may include project review, assessment, transaction preparation, data room review, funding strategy, investor or lender introduction, financial modelling, preparation of investment materials, commercial due diligence support, coordination with third-party advisers, and related advisory work.

2.2 The exact services to be provided will be those described in the relevant written proposal, quotation, invoice, engagement letter, website payment page, email confirmation or other written agreement accepted by BGC (the "Services").

2.3 Where the Services relate to an initial review, assessment or advisory stage, the Services are limited to BGC reviewing the information provided by the Client and giving BGC’s commercial view on the project, transaction or funding opportunity. Unless expressly agreed in writing, BGC is not required to spend more than 24 working hours on an initial assessment.

2.4 BGC is not obliged to provide any service, make any introduction, contact any funder, prepare any document, or start work until all requested fees, information and compliance materials have been received in cleared funds and accepted by BGC.

2.5 Any timescale, target date or anticipated outcome given by BGC is an estimate only. Time is not of the essence unless expressly agreed by BGC in writing.

3. No guarantee of funding or outcome

3.1 The Client acknowledges that BGC is an adviser and introducer, not a guarantor of funding, investment, lending, underwriting approval, bank approval, project approval, closing, completion, profitability or commercial success.

3.2 BGC does not guarantee that any project will qualify for funding, that any lender, investor, funder, bank, underwriter, family office, private equity group, debt provider or other third party will proceed, or that any transaction will complete.

3.3 All funding and investment decisions are made by the relevant third parties at their sole discretion and may be subject to due diligence, underwriting, compliance, legal review, KYC, AML checks, credit approval, investment committee approval, market conditions, documentation and other matters outside BGC’s control.

3.4 BGC is not responsible for any rejection, delay, change of terms, withdrawal, failure to proceed, or non-performance by any third party.

4. No regulated financial, legal, tax or investment advice

4.1 Unless expressly agreed in writing by BGC and permitted by applicable law, BGC does not provide regulated investment advice, legal advice, tax advice, accounting advice, banking services, deposit-taking services, insurance advice, underwriting, fiduciary services or any regulated financial service.

4.2 Any information, analysis, comment, model, report, presentation, strategy, introduction or document provided by BGC is for general commercial advisory purposes only and must not be relied upon as legal, tax, accounting, investment, banking, regulatory or financial advice.

4.3 The Client must obtain its own independent legal, tax, accounting, regulatory, financial and technical advice before making any decision, entering into any transaction, accepting any funding offer, issuing any security, granting any equity, borrowing money, investing funds, or relying on any third-party proposal.

5. Client information and warranties

5.1 The Client is solely responsible for the accuracy, completeness, legality and reliability of all information, documents, financial statements, forecasts, valuations, project materials, ownership details, source of funds information and other materials provided to BGC.

5.2 The Client warrants that:

(a) all information supplied to BGC is true, accurate, complete and not misleading;

(b) the Client has full authority to provide the information and instruct BGC;

(c) the Client has disclosed all material facts, risks, disputes, defaults, litigation, regulatory issues, sanctions issues, criminal investigations, insolvency risks, adverse media, title issues, encumbrances and other matters that may affect the Services or any proposed transaction;

(d) the Client’s project, funds, assets and business activities are lawful;

(e) the Client will not use BGC, BGC’s name, BGC’s documents, BGC’s introductions, or any third-party contact for any unlawful, fraudulent, misleading or unauthorised purpose; and

(f) the Client will comply with all applicable laws, regulations, sanctions, anti-bribery, anti-corruption, anti-money laundering and counter-terrorist financing requirements.

5.3 If any Client information is false, incomplete, misleading, late, withheld or not capable of verification, BGC may suspend or terminate the Services immediately and retain all fees paid.

5.4 BGC is entitled to rely on Client information without independently verifying it unless BGC expressly agrees otherwise in writing.

6. Compliance, KYC and AML

6.1 BGC may request identification, corporate documents, ownership information, source of funds evidence, source of wealth evidence, sanctions confirmations, project documentation, bank information and any other compliance materials that BGC considers necessary.

6.2 BGC may refuse to act, suspend work, terminate the engagement, decline to make introductions, or cease communications if BGC has any concern regarding compliance, reputation, sanctions, AML, fraud, authority, source of funds, documentation, or the Client’s conduct.

6.3 BGC may share Client information with professional advisers, compliance providers, funders, investors, lenders, banks, underwriters, regulated parties, government authorities, regulators, law enforcement agencies and other relevant third parties where BGC considers this necessary or appropriate for the Services, compliance, risk management, legal obligations or protection of BGC’s interests.

6.4 BGC shall not be liable for any loss, delay, rejection, disclosure, non-completion or other consequence arising from compliance checks, KYC, AML review, sanctions review, third-party due diligence, or any decision by BGC or a third party not to proceed.

7. Fees and payment

7.1 The Client shall pay the fees stated on BGC’s website, quotation, proposal, invoice, engagement letter, email confirmation or other written agreement accepted by BGC (the "Fees").

7.2 Unless expressly stated otherwise, all Fees are payable in advance, in cleared funds, without set-off, deduction, withholding, counterclaim or chargeback.

7.3 Fees paid to BGC are advisory fees and are non-refundable, whether or not the Client’s project proceeds, qualifies for funding, receives an offer, completes, is rejected, is withdrawn, is delayed, or is unsuccessful.

7.4 Payment of a Fee does not guarantee any funding, investment, approval, introduction, outcome or completion.

7.5 The Client is responsible for all bank charges, payment processing fees, currency conversion charges, taxes, duties and transfer costs unless BGC expressly agrees otherwise in writing.

7.6 If any amount is overdue, BGC may suspend or terminate the Services and charge interest at 12% per annum, calculated daily from the due date until payment in full.

7.7 Any fee, commission, success fee, retainer, equity entitlement or other remuneration payable on a later transaction stage shall be agreed separately in writing. BGC is not obliged to provide later-stage services unless and until those further terms are agreed.

8. Third parties and introductions

8.1 BGC may introduce the Client to third-party funders, investors, lenders, banks, underwriters, brokers, consultants, lawyers, accountants, corporate service providers, fund administrators or other parties.

8.2 BGC does not control and is not responsible for any third party, including their conduct, decisions, fees, advice, delays, negligence, refusal to proceed, terms, documentation, compliance requirements or performance.

8.3 Any contract between the Client and a third party is separate from BGC’s engagement. The Client is responsible for reviewing, negotiating and taking independent advice on any third-party terms.

8.4 The Client shall not circumvent BGC by dealing directly with any person or entity introduced by BGC, or with any connected party, affiliate, funder, investor, lender, adviser or opportunity made known through BGC, without BGC’s prior written consent.

8.5 If the Client enters into any transaction, arrangement or commercial relationship with a BGC introduction, whether directly or indirectly, BGC shall be entitled to any agreed fee, commission, success fee, equity interest or other remuneration as if BGC had remained directly involved.

9. Confidentiality

9.1 Each party shall keep confidential all non-public information received from the other party in connection with the Services.

9.2 BGC may disclose Client information to its directors, officers, employees, consultants, advisers, affiliates, contractors, compliance providers, funders, investors, lenders, banks, underwriters and other relevant third parties where BGC considers disclosure necessary or useful for providing the Services, protecting BGC’s interests, complying with law, or pursuing a potential transaction.

9.3 Confidentiality obligations do not apply to information that is public, already known, independently developed, lawfully received from another source, required to be disclosed by law or regulation, or disclosed to protect BGC’s legitimate interests.

9.4 The obligations in this clause continue after the Services end.

10. Intellectual property and use of materials

10.1 BGC retains ownership of all intellectual property in its templates, models, presentations, reports, analysis, processes, know-how, structures, strategies, documents, databases, contacts, investor lists and work product unless expressly agreed otherwise in writing.

10.2 The Client may use BGC materials only for the specific purpose for which they were provided and only in connection with the Client’s own project or transaction.

10.3 The Client must not copy, share, publish, modify, sell, distribute, reverse-engineer, reuse or disclose BGC materials to any third party without BGC’s prior written consent.

10.4 The Client grants BGC a royalty-free, worldwide licence to use, copy, adapt and disclose Client materials as reasonably required for the Services, compliance, record keeping, introductions and transaction support.

11. Publicity and references

11.1 Unless the Client expressly objects in writing, BGC may refer to the Client’s name, project type, sector, transaction size, jurisdiction and general nature of the mandate in internal records, credentials, marketing, investor discussions and business development materials, provided BGC does not disclose materially sensitive non-public information unnecessarily.

11.2 BGC may keep copies of Client materials and correspondence for legal, compliance, audit, insurance, regulatory, tax and record-keeping purposes.

12. Limitation and exclusion of liability

12.1 This clause is intended to protect BGC, its directors, officers, employees, shareholders, consultants, agents, affiliates, contractors, advisers and representatives to the maximum extent permitted by law.

12.2 Nothing in these Terms excludes liability that cannot lawfully be excluded under Gibraltar law, including liability for fraud where such liability cannot be excluded.

12.3 Subject to clause 12.2, BGC shall not be liable for:

(a) loss of profit, revenue, business, opportunity, contract, anticipated savings, goodwill, reputation, funding, investment return, financing terms, tax advantage or commercial advantage;

(b) indirect, special, consequential, punitive or exemplary loss;

(c) loss arising from inaccurate, incomplete, late, misleading or withheld Client information;

(d) loss arising from market conditions, third-party decisions, rejected applications, failed funding, failed investment, failed banking, failed underwriting, failed legal review or failed completion;

(e) loss arising from any Client decision, transaction, investment, borrowing, equity issue, corporate action, payment, transfer or commitment;

(f) loss arising from legal, tax, accounting, financial, technical or regulatory matters on which the Client should have taken independent advice;

(g) loss arising from compliance checks, KYC, AML, sanctions review, fraud prevention, source of funds checks, adverse media review or reporting obligations;

(h) loss arising from any act, omission, delay, negligence, breach, default or insolvency of any third party; or

(i) loss arising from cyber incidents, email interception, bank mandate fraud, payment fraud, data transmission errors, or unauthorised use of communications, except to the extent caused directly by BGC’s fraud.

12.4 Subject to clause 12.2, BGC’s total aggregate liability to the Client, whether in contract, tort, negligence, misrepresentation, restitution, breach of statutory duty or otherwise, shall not exceed the Fees actually paid by the Client to BGC for the specific Service giving rise to the claim.

12.5 Where no Fee has been paid for the specific Service giving rise to the claim, BGC’s total aggregate liability shall be zero.

12.6 The Client’s sole remedy for any failure by BGC to provide Services in accordance with these Terms shall, at BGC’s option, be re-performance of the relevant Service or a refund of the Fee paid for that specific Service, subject always to the liability cap in clause 12.4.

12.7 No claim may be brought against BGC unless the Client gives written notice of the claim within six months of the date on which the Client became aware, or should reasonably have become aware, of the circumstances giving rise to the claim.

12.8 The Client agrees that the Fees have been set on the basis of the exclusions and limitations in these Terms. The Client is responsible for arranging its own insurance and risk protection for any loss exceeding the limits set out in these Terms.

13. Indemnity

13.1 The Client shall indemnify and hold harmless BGC, its directors, officers, employees, shareholders, consultants, agents, affiliates, contractors, advisers and representatives from and against all losses, claims, liabilities, damages, costs and expenses arising from or connected with:

(a) Client information, documents, representations or omissions;

(b) any breach of these Terms by the Client;

(c) any unlawful, fraudulent, misleading or unauthorised conduct by the Client;

(d) any claim by a third party arising from the Client’s project, business, transaction, materials, funds, ownership, authority or conduct;

(e) any allegation that Client materials infringe third-party rights;

(f) any tax, regulatory, legal, banking, sanctions, AML, source of funds or compliance issue relating to the Client; or

(g) any attempt by the Client or a connected party to circumvent BGC.

14. Suspension and termination

14.1 BGC may suspend or terminate the Services immediately by written notice if:

(a) the Client fails to pay any amount when due;

(b) the Client fails to provide information requested by BGC;

(c) BGC has any compliance, AML, sanctions, legal, regulatory, reputational or commercial concern;

(d) BGC believes that Client information may be inaccurate, incomplete, misleading or unverifiable;

(e) the Client acts unlawfully, fraudulently, abusively, dishonestly or unprofessionally;

(f) the Client seeks to circumvent BGC;

(g) the Client becomes insolvent, unable to pay debts, subject to enforcement action, liquidation, administration, receivership, bankruptcy or similar proceedings; or

(h) BGC considers that continuing the engagement is not in BGC’s interests.

14.2 Termination does not affect BGC’s right to retain Fees already paid, recover unpaid Fees, enforce confidentiality, enforce non-circumvention, enforce intellectual property rights, enforce indemnities, or rely on any limitation or exclusion of liability.

14.3 On termination, all unpaid sums become immediately payable.

15. Force majeure

15.1 BGC shall not be liable for any delay, failure or non-performance caused by matters outside its reasonable control, including acts of God, war, terrorism, civil unrest, government action, sanctions, regulatory change, pandemic, epidemic, banking failure, cyber incident, power failure, internet failure, platform failure, third-party delay, market disruption, strike, lockout or failure of suppliers, advisers, funders, investors, lenders, banks or other third parties.

16. Data protection

16.1 BGC will process personal data in accordance with its privacy notice and applicable Gibraltar data protection laws.

16.2 The Client consents to BGC processing and sharing personal data where reasonably required for the Services, compliance, KYC, AML, transaction support, third-party introductions, record keeping, legal obligations and protection of BGC’s legitimate interests.

17. Notices

17.1 Notices may be sent by email or by post to the most recent contact details provided by the relevant party.

17.2 Email notices are deemed received when sent, unless the sender receives an automated delivery failure notice.

17.3 Postal notices are deemed received three Business Days after posting by first-class post or equivalent service.

18. General

18.1 These Terms, together with the relevant proposal, quotation, invoice, engagement letter, email confirmation, online payment page or other written agreement accepted by BGC, form the entire agreement between the parties for the relevant Services.

18.2 The Client has not relied on any statement, promise, representation, assurance or warranty not expressly set out in these Terms or in a written agreement signed by BGC.

18.3 BGC may assign, transfer, subcontract or delegate its rights and obligations without the Client’s consent. The Client may not assign, transfer, subcontract or delegate its rights or obligations without BGC’s prior written consent.

18.4 Nothing in these Terms creates a partnership, joint venture, fiduciary relationship, employment relationship, agency relationship or regulated advisory relationship between the parties.

18.5 No failure or delay by BGC in exercising any right shall operate as a waiver of that right.

18.6 If any provision of these Terms is found to be invalid or unenforceable, that provision shall be limited, modified or severed to the minimum extent necessary, and the remaining provisions shall continue in full force.

18.7 BGC may update these Terms from time to time. The version applicable to a Service shall be the version in force when the Client instructs BGC or pays the relevant Fee, unless otherwise agreed in writing.

19. Governing law and jurisdiction

19.1 These Terms and any contract, dispute, claim or non-contractual obligation arising out of or in connection with them shall be governed by and construed in accordance with the laws of Gibraltar.

19.2 The courts of Gibraltar shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms, the Services, any payment, any introduction, any transaction, or any non-contractual obligation connected with them.

20. Service completion for initial assessment work

20.1 Where the Services are limited to an initial assessment, BGC’s obligations are complete once BGC has reviewed the Client information made available to it and communicated its assessment, findings, comments or outcome to the Client in writing, by email, call summary, report, memorandum, message, presentation or other written communication.

20.2 Any further work after an initial assessment, including investor engagement, lender engagement, bank engagement, underwriting support, due diligence, document preparation, transaction structuring, negotiation or closing support, shall require separate written agreement on scope and fees.