Terms of Business

These are the “Terms” upon which Structura Limited (“Structura” or “We” or “Our” or “Us”) offer and charge for advising upon the structuring, arranging and implementation of finance (“Services”). In addition to these Terms and included in them are those detailed in Our Engagement Agreement.

1. Services

We:

(1) shall provide, or arrange to provide, the Client with the Services for the fees as specified in the relevant Engagement Agreement and are authorised by the Client to do anything which is reasonably necessary to perform such Services.

(2) shall not owe any duties to any Client entity other than the Client.

(3) shall not owe any fiduciary duties to any person in connection with the Engagement Agreement.

(4) will not provide Services to any company where We consider the provision of Services to be in contravention of the laws or regulations of Jersey.

(5) will not, in providing the Services, allow any of Our agents, officers or employees to be exposed to any risk of civil or criminal liability or prosecution in any part of the world;

(6) will regard the person(s) named in the Engagement Agreement as Our client(s) (the “Client”) for the purposes of these Terms;

(7) will keep confidential and ensure that all Our officers and employees keep confidential all information concerning the Client which is not publicly available and any transactions or matters in which the Client may be engaged unless (i) We are required to disclose information concerning the Client by virtue of any laws of Jersey or other relevant jurisdictions relating to money-laundering or proceeds of crime or by any other laws of Jersey or by order of the Royal Court of Jersey or any other courts of competent jurisdiction or (ii) We are authorised to disclose any information by the Client or (iii) the information concerned is already in the public domain other than by reason of any disclosure on Our part.

2. Termination

We may cease providing the Services in any of the following circumstances:

(1) upon Our giving five day’s written notice to the Client;

(2) immediately on giving written notice to the Client if We, in our absolute discretion, consider that:

i) the Client is insolvent or liable to commit any act indicative of insolvency or liable to be declared bankrupt or declared en désastre or subject to a creditors’ (insolvent) winding up or any equivalent or similar procedure in any other jurisdiction;

ii) the Client is in breach of the terms of the Engagement Agreement;

iii) the Client is being charged with any criminal offence involving dishonesty or is or has been the subject of any criminal, judicial or regulatory investigation in any jurisdiction;

iv) there is a failure to supply such information as is required pursuant to local anti-money laundering, proceeds of crime or other legislation as We shall in Our absolute discretion require, or the information supplied is false or misleading;

v) Our fees have remained unpaid in whole or part for more than 30 days after the date of the relevant invoice.

(3) The Client may terminate Our engagement to provide the Services on giving to Us five day’s written notice. Upon the termination for any reason of the Services, which We provide, the Client shall immediately give to Us details of any replacement service provider and the address to which We may transfer any relevant documentation relating to the Client failing which the relevant documentation shall be retained by Us in accordance with clause 6 of these terms and conditions.

3. Project Fee & Success Fee

The fees charged for Services are set out in Our Engagement Agreement from time to time. Please note all fees are non-refundable.

4. Payment Terms

(1) All fees and expenses will be due for settlement in pounds sterling (GBP) upon receipt of Our invoice. Interest at the rate of 1% per month may be added to all fees and expenses that remain outstanding for more than 30 days.

(2) Where any fees remain outstanding for more than 30 days beyond their invoice date We reserve the right to cease providing any Services to the Client until all outstanding fees and interest have been settled and an amount has been received on account of future fixed fees. It is accepted by the Client that Structura shall incur no liability as a result.

5. Communication and instructions

(1) Unless expressly instructed otherwise by the Client in writing We shall communicate by way of letter, fax, e-mail and telephone to the address or number last provided in general communication. Unless requested and provided with an appropriate “key” We do not encrypt messages and cannot guarantee the security of any communication. If the Client does not wish Us to communicate by any particular method then the Client must instruct us accordingly.

(2) We may rely on any instructions or requests made or notices given or information supplied, whether orally or in writing, by any person whom we know, or reasonably believe, to be authorised to communicate with Us for such purposes.

(3) Our goal is to provide a timely and efficient service. Our ability to do so is dependent upon the receipt of complete and accurate instructions. We would prefer to learn of all relevant issues, good or bad, sooner rather than later. If there is any doubt about the relevance of anything We would ask you to speak with Us so that we are able to take action at the earliest opportunity.

6. Client Files

(1) Client records will be retained by Us for a period of ten years. After that time We reserve the right to destroy your files whether held in hard copy or electronically which destruction you agree to unless We are specifically instructed by you not to do so. We also reserve the right to scan and store documents electronically, including original signed documents, destroying the originals. If instructed by the Client to retain the files for longer than ten years We reserve the right to charge for such storage at a commercial rate.

(2) Where matters are completed and in storage We reserve the right to charge a retrieval fee where deemed appropriate should you wish to review documentation or should We be asked to review documentation.

(3) Records will not be released by Us until all fees and disbursements are settled in full.

7. Verification and Data Protection

(1) We are registered under the relevant Jersey Data Protection legislation as a holder of personal data. The Client may at any time ask Us to provide a copy of any electronically held data relevant to the Client.

(2) Potential providers of finance (e.g. banks) are required to operate anti-money laundering and other checks and procedures. The time at which such information and documentation is required, and the form in which it shall be delivered, is determined by those potential providers of finance in their absolute discretion.

(3) By providing information and documentation to Us that may be necessary or relevant to any such checks or procedures that the potential provider of finance may require, The Client will be taken to have consented to the onward disclosure of such information as shall in the opinion of Us be necessary or desirable in connection with the Services.

8. Identity and Anti-Money Laundering procedures

(1) We are obliged to carry out anti-money laundering checks and procedures. Such checks will include confirmation of identity, residential and/or business address and, where you are doing so on behalf of a limited company or trust, your capacity to provide us with instructions.

(2) We reserve the right to contact any professional person by telephone, e-mail or in writing (as We wish) for the purposes of determining the accuracy of the information provided.

(3) Such information as you provide to Us may be required to be disclosed to third parties such as banks or other financial institutions providing services or may be required to be disclosed under compulsion of law. In addition, We are required to report any suspicious circumstances or any evidence that We obtain or become aware of which might constitute a “money laundering” offence. The Client’s and acceptance of these Terms and the Engagement Letter mean that you consent to such disclosure.

(4) Where We are unable to obtain from you the information required to enable Us to carry out these checks then We may cease to act for you and accept no liability for any loss or damage howsoever caused in so doing, whether the same is foreseeable or unforeseeable.

9. Liability

(1) We shall have no liability to the Client in contract, tort (including negligence and breach of statutory duty) or otherwise for any indirect, economic or consequential loss or damage (including any loss of profit, loss of opportunity, loss of business, revenue or anticipated saving or return or damage to reputation or goodwill) suffered or incurred by the Client (as the case may be) or claimed from the Client by any person, firm or company (and whether or not any such loss was foreseeable to us) arising from or in connection with the Engagement Agreement, or the delivery of any Services by Us under it.

(2) We shall have no liability to the Client in contract, tort (including negligence and breach of statutory duty) or otherwise to the extent of Our reliance on any data, information or documentation given to Us for the purposes of or in connection with the Engagement Agreement, or as a result of any failure on the Client’s part to comply with its obligations under this agreement in respect of the provision of such data, information and documentation.

(3) Due to the nature of electronic communication We cannot guarantee the security of the same and accept no liability for any loss or damage caused with respect to the same.

10. Governing Law

This agreement is governed by the laws of the Island of Jersey. By instructing Us or continuing to instruct Us, the Client has irrevocably accepted these Terms and submits to the exclusive jurisdiction of the courts of the Island of Jersey to resolve any claim, discrepancy or dispute which may arise out of or in connection with this matter and thereby waive any rights to claim that such courts are not an appropriate forum in which to resolve the same.