Terms & Conditions

Convici Capital Limited

Terms of Business

Introduction

References in these terms of business and any accompanying client agreement to we, our, us, firm or Convici Capital mean Convici Capital Limited a company registered with company number 150934. Convici Capital is not regulated by the Jersey Financial Services Commission.

References in these terms of business to the client agreement mean the client agreement together with these terms of business.

We reserve the right to vary these terms of business from time to time, including during the course of the provision of our services, without your prior consent.

These terms of business and any future variations will be published on www.convicicapital.com by way of public notice to all current and prospective clients. On the basis of such publication you shall be deemed to have agreed to these.

Our Services

Where appropriate, Convici Capital will provide you with the following services: the brokering of different credit products secured on various asset classes or on an unsecured basis, and the assistance in raising equity capital (the Services).

We will present a number of options to you based on your objectives. These objectives will be confirmed in writing.
The firm does not offer advice in connection with any regulated mortgages in the United Kingdom.
The firm does not offer investment or tax advice and we recommend you seek appropriate professional advice.
Certain finance options made available to you may offer the option of free or subsidised conveyancing, whether appointed by you or the proposed lender. In both cases you are responsible
for checking the appointment of the solicitor and the on-going progress of your legal work. We may recommend a solicitor and when we do, you agree that we will manage the legal
process with you as part of our service.
It is your responsibility to check any terms, offer documents or contracts we obtain for you before agreeing to them. We always advise that you obtain legal advice on the same before entering into them.
We will forward documents to you as soon as practicable after we receive them. Where a number of documents relating to a series of transactions are involved we may hold the documents until the series is complete and then forward them to you.

Client Due Diligence

As part of applying for finance the lender may undertake a credit check. In some cases this may be registered against your credit record where possible and information on the management of any subsequent account will also be supplied to credit reference agencies.

We are required to complete due diligence checks on all new and existing clients. These checks will include gathering information and documents to identify and verify each individual or entity for whom we act and, if applicable, each principal or beneficial owner of that entity. We are required to verify your identity in accordance with anti-money laundering regulations and may use electronic checks to do so.

A member of our team will contact you to agree what information and documents are required to satisfy our due diligence checks, including the form of those documents.

We may also need to verify any aspect of the information you disclose to us. No formal terms, offers or contracts can be produced until such verification has been obtained.

We may immediately stop acting for you if, within a reasonable period, you fail to produce or delay in producing any information or documents (in a form acceptable to us) we require for our due diligence checks. If we so terminate our engagement, that termination will be without any liability on our part and without prejudice to our ability to claim our fees, disbursements and charges incurred prior to that termination.

We are not permitted to provide final advice to enable a transaction to complete until our due diligence checks have been finalised. Any advice that we give to you prior to the completion of the due diligence checks will be taken to be preliminary advice on which you cannot place any reliance and for which we accept no liability.

Once an application is submitted it is important you consult us before agreeing to other credit searches as this may hamper your application.

Fees

Unless otherwise agreed, our fees are based on those set out in the Schedule to the client agreement. Where joint applications are made by two or more individuals, those individuals will be held jointly and severally liable for settlement of all of our fees. Where applications are made on behalf of businesses the individual signing the agreement is/are the person liable to cover the fees if the business fails to make payment in accordance with the client agreement and these terms of business and will upon demand make payment of the fees.

The firm may be paid a fee by a lender in addition to any fees due from the client in relation to the client agreement, in this situation the firm is entitled to these additional fees in addition to the fees owed by the client and that such fees will not be set off against the fees that the clients are liable to pay under the client agreement.

Where third party or unforeseen costs arise (Additional Costs) that are payable by the client, the client is liable to cover these Additional Costs in addition to the fees due under this client agreement and will have no recourse on the firm or the fees due to the firm in respect of such Additional Costs.

Where Convici Capital facilitates an introduction or connection between the client and a lender for the purposes of securing finance (or any other related reason connected to the Services being provided by Convici Capital to the client) and the client (or any entity or business related to the client) secures finance with such lender independently of Convici Capital within a period of 24 months following the date of the client agreement, the client agrees that Convici Capital will be entitled to such fee(s) from the client as would have been paid to Convici Capital had the finance been secured pursuant to the terms of the client agreement. The client agrees that it shall make such payment to Convici Capital without delay.

Unless otherwise agreed we will not accept settlement of our fees from a third party and therefore our fees will either be paid: (a) directly from the proceeds of the loan obtained under this client agreement, at completion, which shall be transferred to us by the legal advisor dealing with the transaction (for which you hereby irrevocably undertake to instruct to make such payment to us at the appropriate time in accordance with these terms of business); or (b) directly by the client.

We will add to your invoice any value added tax, goods and services tax or other similar tax that may be chargeable on all or any part of the services which we provide as part of our engagement or any disbursements or charges in relation to those services.

Representations, Warranties and Covenants

You represent and warrant to us that:

you have full capacity to enter into these terms of business;
you have all the necessary authority, powers, consents, licences and authorisations and have taken all necessary action to enable you lawfully to enter into these terms of business;
you are not in default under any contractual or statutory obligation whatsoever which materially and adversely affects or is likely to materially affect your ability to perform obligations under these terms of business; and
any information you provide or have provided to us in respect of your financial position, domicile or other matters is accurate and not misleading.

You covenant to us that you undertake to comply strictly with these terms of business and to fully and effectively indemnify us in respect of any loss or damages which may arise as a consequence of your non-compliance with these terms of business and we will not be liable to you for any direct or indirect loss suffered or incurred by you.

Confidentiality, Data Protection and Non-Disclosure Provisions

References in these terms of business to Confidential Information means all the details we hold about you and the matters upon which we are instructed by you, whether those details are supplied by you or come from third parties together with any details you receive about us in connection with the client agreement and the matters upon which we are instructed by you. We are committed to ensuring that Confidential Information is kept confidential in accordance with these terms of business.

Each of the firm and the client may, by entering into the client agreement, disclose Confidential Information to the other for the purpose of the firm providing its services to the client (the Purpose).

Reference to Recipient in these terms of business refers to either party when it receives or uses the Confidential Information disclosed to the other party.
The Recipient undertakes not to use the Confidential Information disclosed by the other party for any reason other than the Purpose, without first obtaining the prior written agreement of the other party.

The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party except to its employees and professional advisers who need to know the same in order to achieve the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in this paragraph 6.

The undertakings in this paragraph 6 apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded but they do not apply to (a) any information which is or in future comes into the public domain (unless as a result of the breach of this client agreement, (b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the other party, or (c) any information which is required to be disclosed by law.

Nothing in this client agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority.

Upon client request, the firm will provide, within reasonable time, a list of the third parties to whom Confidential Information has been disclosed.

The Recipient will, on request from the other party, return all copies and records of the Confidential Information disclosed by the other party to the Recipient and will not retain any copies or records of the Confidential Information disclosed by the other party.

Notwithstanding paragraph 6.8, the Recipient may retain any of the Confidential Information it is required to retain by law or by any regulatory or governmental body and as is in accordance with its usual data storage methods.

Neither these terms of business nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose.

The undertakings in this paragraph 6 will continue in force indefinitely.

The expiration or termination of the client agreement howsoever arising shall not prejudice any claims which any party may have against the other in respect of any pre-existing breach of, contravention of, or non-compliance with any provision of these terms of business. No waiver by any party, other than one made in writing, of any breach by any other party of any provision of these Terms and Condition and no failure, delay or forbearance by any party in exercising any of its rights, shall be taken to be a waiver of such breach.

The various provisions of these terms of business are severable, and if any provision or identifiable part of this client agreement is held to be invalid or unenforceable by any court of competent jurisdiction then such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions or identifiable parts.

Where such Confidential Information consists of personal data about you and/or your officers, employees, shareholders, beneficial owners, associates, agents and, where applicable, family members you acknowledge that we may process such personal data in accordance with any data protection legislation applicable to us and our privacy policy which is available at www.Convici Capitalhq.com.

You must ensure that any Client Information provided to us has been provided legitimately and that there is a legitimate basis under any applicable data protection legislation for providing such data to us.

Your Authorised Representative

Where applicable, in our provision of broking services you authorise us to deal with any designated representative notified to us in writing (including by email) or by telephone from time to time.

That notification may come from you or other professional advisers or agents or other third parties providing services for you in relation to this engagement.

Change of Details

You will be responsible for advising us of any change of material information provided to us.

You must update us where there has been a change in relation to any of the following:

your legal or trading name (if applicable)
your address (whether physical or email)
other information provide pursuant to these terms of business which may be material in providing the services to you.

Termination

You, or we, may terminate our authority to act on your behalf at any time without penalty or prejudice to the completion of any transactions already initiated.
Notice of this termination must be given in writing in accordance with these terms of business.

Any transactions initiated prior to termination may attract a fee for service to that date, as set out in the client agreement.

Limitations of Liability

To the extent permitted by applicable law, our aggregate for any loss, liability or damage suffered by you or any other person that may arise from or in connection with our services shall be limited to one hundred thousand pounds. This is agreed as a reasonable limitation on our liability.

We shall not be liable to you for any partial or non-performance of our obligations hereunder by reason of any cause beyond our reasonable control, including without limitation, any breakdown, delay, malfunction or failure or transmission, communication or computer facilities, industrial action, act of terrorism, act of God, acts and regulations of any government or epidemic or pandemic.

Notices

Unless otherwise agreed, all notices, communications and other instructions to be given by us under these terms of business shall be given to the address or email address provided by you to us.

Likewise, unless otherwise agreed, all notices, communications and other instructions to be given by you under these terms of business shall be given to the address or email address provided by us to you.

Electronic Signatures and Communications

Where agreed between us, any communication where we use an electronic signature shall be binding as if it were in writing.

Communications given to you via e-mail or other electronic means will constitute evidence of the communications given. If you communicate with us otherwise than through encrypted e-mail, we are not liable for (a) any loss or damage of any nature, whether direct or indirect, that may arise as a result of the sending or receiving any unencrypted email that contains any information of any nature regarding you or your officers, staff or employees, and (b) any damages arising as a result of any virus being passed on or with, or arising from any alteration of, any e-mail message that we may send or receive.

Assignment

These terms of business shall be for the benefit of and binding upon us both and our respective successors and assigns.

You shall not assign, charge or otherwise transfer or purport to assign, charge or otherwise transfer your rights or obligations under these terms of business or any interest in these terms of business, without our prior written consent, and any purported assignment, charge or transfer in violation of this clause shall be void.

Subject to us providing you with advance notice in writing, you agree and acknowledge that we shall be entitled at any time to assign, transfer, dispose of and/ or charge all or any of our rights and/or obligations under these terms of business without your consent.

Governing Law and Jurisdiction

The terms of this engagement are governed by the laws of Jersey. Both parties submit to the exclusive jurisdiction of the courts of Jersey in respect of any dispute arising out of or in connection with the terms of this agreement.