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1. Interpretation
1.1 In these Conditions, unless the context otherwise requires, the following definitions apply:
Applicable Data Protection Laws: to the extent the UK GDPR applies, the law of the United Kingdom or a part of the United Kingdom which relates to the protection of personal data; and to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Business Hours: 9.00 a.m. to 5.00 p.m. on any Business Day.
Client: the person, firm or company purchasing the Services from the Supplier, as identified in Part A.
Client Data: the data inputted by the Client or by the Supplier on the Client’s behalf for the purpose of receiving the Services.
Client Materials: all materials, documents, financial information, forecasts, assumptions, data room materials, technical information and other information supplied by or on behalf of the Client to enable the Supplier to perform the Services.
Conditions: these Part C terms and conditions.
Contract: the contract between the Supplier and the Client comprising Part A, Part B and these Conditions.
Deliverables: all documents and materials produced and/or developed by the Supplier for the Client as part of or in relation to the Services.
Fees: the fees and charges payable by the Client for the Services, including any Success Fee, day-rate fees and any additional fees set out in Part A or otherwise agreed in writing.
FCA Rules: the rules, guidance and requirements of the Financial Conduct Authority as applicable from time to time.
Project Term: the initial term of the Contract specified in Part A.
Protected Investor: has the meaning given in clause 8.2.
Services: the Corporate Finance services described in Part A and Part B, and any additional services agreed in writing by the parties from time to time.
Specification: the description and specification for the Services set out in Part B.
Success Fee: where applicable, the agreed percentage or other fee payable by the Client in connection with a successful fundraising transaction, as set out in Part A and these Conditions.
Supplier: Inventya Capital Ltd.
Tail Period: the period stated in clause 8.5.
Term: the Project Term together with any extension or renewal term agreed in writing or arising under clause 4.
1.2 Condition, Schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.8 A reference to writing or written excludes faxes but includes email.
1.9 References to conditions and paragraphs are to the conditions and paragraphs of this agreement.
1.10 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
2. Application of Conditions
2.1 These Conditions apply to and are incorporated into the Contract.
2.2 These Conditions are specific to Corporate Finance services and replace the Supplier’s general online January 2025 terms for this service line.
2.3 If there is any conflict or ambiguity between a term contained in different parts of the Contract, any term contained in Part A shall have priority over one contained in Part B or Part C, and any term contained in Part C shall have priority over one contained in Part B.
2.4 No addition to, variation of, exclusion of, or attempted exclusion of any term of the Contract shall be binding unless in writing and signed by a duly authorised representative of the Supplier.
3. Effect of Order and Basis of Contract
3.1 The Client’s execution and return of Part A, or the Supplier’s commencement of work pursuant to Part A, shall establish the Contract for the supply and purchase of the Services on these Conditions, at which point and on which date the Contract shall come into existence.
3.2 The Contract constitutes the entire agreement for the Corporate Finance Services described in Part A and Part B.
4. Duration of Contract
4.1 The Contract shall commence on the commencement date stated in Part A and shall continue for the Project Term unless terminated earlier in accordance with clause 14.
4.2 Where the Services include ongoing outreach, campaign management or other retainer-style support, the Contract shall continue to the end of the Project Term and may thereafter extend for successive one-month periods unless Part A provides otherwise or either party gives not less than 28 days’ written notice before the end of the Project Term or any monthly extension period.
4.3 The Tail Period and any clauses which expressly or by implication survive termination shall continue in effect notwithstanding expiry or termination of the Contract.
5. Supply of Services
5.1 The Supplier shall, in consideration of the Fees payable and subject to these Conditions, provide the Services to the Client during the Term.
5.2 In supplying the Services, the Supplier shall: (a) perform the Services with reasonable care and skill; (b) use reasonable endeavours to perform the Services in accordance with the Specification; (c) use reasonable endeavours to perform the Services in accordance with any agreed timescales, but unless otherwise agreed in writing time for performance shall not be of the essence; (d) comply with applicable laws and regulations to the extent applicable to the Supplier and the Services; and (e) take reasonable care of all Client Materials in its possession.
6. Client Obligations
6.1 The Client shall during the Term: (a) co-operate with the Supplier in all matters relating to the Services; (b) provide, in a timely manner, such information, instructions and Client Materials as the Supplier may reasonably require, and ensure that they are true, accurate, complete, up to date and not misleading in all material respects; (c) promptly review drafts and provide approvals, comments and instructions; (d) obtain and maintain all necessary consents and permissions required to allow the Supplier to provide the Services; (e) promptly notify the Supplier of any direct contact, enquiry, indication of interest, term sheet, offer, diligence request or proposed investment from any Protected Investor; (f) keep the Supplier reasonably informed of material fundraising developments; and (g) remain responsible for all commercial decisions, investor selection, acceptance of funding terms and final approval of any information shared with investors.
6.2 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client or anyone acting on its behalf, the Supplier shall not be liable for any resulting delay or non-performance, shall remain entitled to payment of the Fees, and may recover any additional costs reasonably incurred as a result.
6.3 The Client shall not, without the prior written consent of the Supplier, solicit or entice away from the Supplier or employ any person who is, or has been, engaged as an employee or subcontractor of the Supplier during the Term or for 12 months after termination or expiry of the Contract.
6.4 Any consent given by the Supplier under clause 6.3 may be made conditional on the Client paying to the Supplier on demand a sum equivalent to 20% of the then current annual remuneration of the relevant employee or subcontractor, or if higher, 20% of the annual remuneration to be paid by the Client to that employee or subcontractor.
7. Regulatory Position and Corporate Finance Service Provisions
7.1 The Supplier under this Contract is Inventya Capital Ltd. The Supplier’s FCA Firm Reference Number is 1045284.
7.2 The Services are provided on a business-to-business corporate finance basis and are limited to the scope expressly described in Part A and Part B.
7.3 Unless expressly stated otherwise in Part A or Part B, the Services do not include legal advice, tax advice, audit or assurance services, independent valuation opinions, discretionary investment management, custody or the holding of client money.
7.4 Unless expressly agreed in writing and only to the extent permitted by applicable law and the Supplier’s regulatory permissions or arrangements, the Supplier does not provide personal recommendations to the Client or to investors, and does not assume responsibility for advising any person on the merits of entering into a particular investment.
7.5 The Client acknowledges that it is solely responsible for obtaining its own legal, tax, accounting and regulatory advice in relation to any fundraising transaction and for deciding whether to proceed with any transaction.
7.6 The Supplier may prepare, refine, summarise or anonymise Client Materials for investor presentation purposes, but may rely on information supplied by the Client without independent verification unless the parties expressly agree otherwise in writing.
7.7 The Client warrants that all Client Materials and information supplied in connection with the fundraising are accurate, complete, up to date and not misleading in any material respect.
7.8 The Supplier may decline to circulate any material it reasonably believes to be inaccurate, incomplete, misleading, non-compliant or otherwise unsuitable for investor circulation.
7.9 Unless expressly included in Part A, substantial redrafting or redesign of a pitch deck, detailed financial model build or rebuild, extensive due diligence support, negotiation support, investment committee materials, legal process co-ordination and post-term support may be charged separately at the day rate or other rate stated in Part A or otherwise agreed in writing.
7.10 The Supplier shall handle any complaints relating to the Services in accordance with its complaints procedures and any applicable FCA Rules. Any rights to complain to the Financial Ombudsman Service or any other body shall apply only where and to the extent provided by applicable law or regulation.
8. Non-Exclusive Appointment, Protected Investors and Success Fee
8.1 The appointment of the Supplier is non-exclusive unless Part A expressly states otherwise. The Client may conduct fundraising itself and may engage other advisers, but the Supplier shall remain entitled to Fees and any Success Fee payable under the Contract.
8.2 For the purposes of the Contract, a Protected Investor means any investor, fund, lender, venture debt provider, family office, angel, syndicate, strategic investor, nominee, special purpose vehicle or other funding source, and any of their affiliates, related funds, co-investment vehicles, partner entities, successor funds, nominees, representatives or connected parties, where during the Term the Supplier has: (a) introduced the Client or the opportunity to them; (b) contacted them in relation to the opportunity; (c) circulated or shared teaser materials, decks, summaries, financial information or other fundraising materials with them; (d) included the opportunity in a live raise circulation; (e) arranged, facilitated or attended a meeting or discussion involving them; or (f) otherwise materially engaged them in connection with the fundraising.
8.3 A Protected Investor may be evidenced by the Supplier’s CRM records, email correspondence, circulation logs, meeting records, call notes, message records or any other reasonable contemporaneous record.
8.4 Where Part A provides for a Success Fee, the Success Fee shall be payable if, during the Term or the Tail Period, the Client completes a fundraising transaction with a Protected Investor. This applies whether the transaction is completed directly by the Client, through another adviser, broker, introducer or intermediary, following direct contact by the Protected Investor to the Client, or through any affiliate, related fund, co-investment vehicle, nominee, SPV or syndicate associated with the Protected Investor.
8.5 The Tail Period shall be 12 months from the date of termination or expiry of the Contract unless Part A states a longer period.
8.6 Unless Part A states otherwise, the Success Fee shall also apply to any follow-on funding completed with the same Protected Investor, or its affiliate or related vehicle, within 12 months after the initial completion.
8.7 For the purposes of this clause, a fundraising transaction includes equity investment, convertible instruments, loan notes, SAFEs or equivalent instruments, debt finance, venture debt, project finance, strategic investment and any other comparable funding transaction.
8.8 The Client shall promptly notify the Supplier in writing of: (a) any direct approach, enquiry, indication of interest or communication from a Protected Investor; (b) any material discussion, meeting or exchange with a Protected Investor in relation to a potential fundraising transaction; (c) any term sheet, offer, due diligence request, investment proposal or other proposal received from a Protected Investor; and (d) the completion of any relevant fundraising transaction involving a Protected Investor.
8.9 The Client shall provide such information, assistance and copies of relevant correspondence or transaction documents as the Supplier may reasonably require to determine whether a Success Fee is payable and to calculate the amount due.
8.10 The Client shall not, directly or indirectly, take any step, omit to take any step, or adopt any structure, arrangement or course of conduct, the intention or effect of which is to avoid, reduce, delay or defeat the Supplier’s entitlement to a Success Fee in relation to a Protected Investor, including by transacting through another adviser, introducer, affiliate, related fund, co-investment vehicle, nominee, special purpose vehicle, syndicate member or other intermediary or connected party. Any fundraising transaction completed with a Protected Investor during the Term or the Tail Period shall, unless the Client demonstrates otherwise with clear contemporaneous written evidence, be presumed for the purposes of this Contract to give rise to the Supplier’s entitlement to the applicable Success Fee.
9. No Guarantee of Outcome
9.1 The Client acknowledges that the likelihood of success in securing funding is dependent upon, among other things, market conditions, investor appetite and the quality of the information provided by the Client.
9.2 The Supplier gives no warranty or guarantee that any investor will engage, that any amount of funding will be raised, or that any fundraising transaction will complete.
9.3 Unless expressly stated otherwise in Part A, payment of the Fees is not conditional upon a successful fundraising outcome and any failure by the Supplier to secure funding shall not, in the absence of manifest error or default by the Supplier, constitute grounds for reimbursement of the Fees.
10. Fees, Invoicing and Payment
10.1 In consideration of the provision of the Services by the Supplier, the Client shall pay the Fees in accordance with Part A and this clause 10.
10.2 Unless otherwise specified in Part A, the Supplier may invoice the Client on or at any time after the commencement date for any upfront or fixed fees, monthly in arrears for any recurring fees, and at any time after the relevant trigger event for any Success Fee.
10.3 Where Part A provides for payment of a Success Fee, the Success Fee shall be calculated as set out in Part A. Unless Part A states otherwise, it shall be calculated on the gross amount of funds committed, subscribed, invested, lent or otherwise made available to the Client in the relevant transaction.
10.4 Where funding occurs in multiple closings forming part of the same round or transaction, the Success Fee shall apply to the full amount raised from the Protected Investor.
10.5 Unless Part A states otherwise, the Success Fee shall become due and payable on the earlier of: (a) completion of the relevant transaction; (b) execution of legally binding transaction documents; (c) receipt of funds by the Client; or (d) the Client becoming unconditionally entitled to receive the relevant funds.
10.6 Unless otherwise specified in Part A, each invoice is payable immediately on receipt and in any event within 7 days of invoice date.
10.7 All Fees are exclusive of VAT and any other applicable taxes, duties or similar charges, which shall be payable by the Client in addition at the applicable rate.
10.8 Without prejudice to any other right or remedy, if the Client fails to pay any sum due on the due date the Supplier may: (a) charge interest on such sum from the due date for payment at the annual rate of 8% above the Bank of England base rate, accruing on a daily basis and being compounded quarterly until payment is made; and (b) suspend all or part of the Services until payment has been made in full.
10.9 Time for payment shall be of the essence.
10.10 All Fees payable under the Contract shall become due immediately on termination of the Contract, without prejudice to any right to claim interest or any other remedy.
10.11 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding other than as required by law.
10.12 The Client shall promptly provide such information and copies of transaction documents as the Supplier may reasonably require to confirm whether a Success Fee is payable and to calculate the amount due.
11. Intellectual Property Rights
11.1 In relation to the Deliverables, the Supplier and its licensors shall retain ownership of all intellectual property rights in the Deliverables, excluding the Client Materials incorporated in them.
11.2 Subject to payment of the Fees, the Supplier grants to the Client a non-exclusive, royalty-free licence during the Term and thereafter for the Client’s internal business purposes to use, copy and modify the Deliverables.
11.3 In relation to the Client Materials, the Client and its licensors shall retain ownership of all intellectual property rights in the Client Materials and grant to the Supplier a non-exclusive, royalty-free licence for the Term to use, copy and modify the Client Materials for the purpose of providing the Services.
11.4 The Client warrants that the receipt and use of the Client Materials by the Supplier in connection with the Services shall not infringe the rights of any third party and shall indemnify the Supplier against losses arising from any claim that they do so infringe.
12. Data Protection
12.1 The Client shall own all right, title and interest in and to all Client Data and shall have sole responsibility for its legality, reliability, integrity, accuracy and quality.
12.2 To the extent that the Supplier processes personal data on behalf of the Client as processor, the Supplier shall: (a) process such personal data only on the Client’s documented instructions unless otherwise required by law; (b) ensure that persons authorised to process the personal data are subject to appropriate obligations of confidentiality; (c) implement appropriate technical and organisational measures to protect such personal data; (d) assist the Client, taking into account the nature of the processing, with appropriate requests and obligations under Applicable Data Protection Laws; and (e) on termination or expiry of the Contract, delete or return personal data to the Client as reasonably requested, subject to any legal retention obligations.
12.3 The Client provides its prior general authorisation for the Supplier to appoint processors and to transfer personal data within the Supplier’s group or to third parties where required for the provision of the Services, provided always that such processing and any transfer shall be carried out in accordance with Applicable Data Protection Laws.
13. Limitation of Liability
13.1 Nothing in the Contract excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or (d) any other liability which cannot lawfully be limited or excluded.
13.2 Subject to clause 13.1, all warranties, conditions and other terms implied by statute or common law are excluded to the greatest extent permitted by law.
13.3 Subject to clause 13.1, the Supplier shall not in any circumstances be liable, whether in contract, tort (including negligence), misrepresentation or otherwise, for loss of profits, loss of sales or business, depletion of goodwill, loss of anticipated savings, loss of contracts, loss of use, wasted expenditure, loss or corruption of data or information, or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
13.4 Subject to clause 13.1, the Supplier’s total aggregate liability arising in connection with the Contract shall be limited to an amount equal to the Fees actually paid by the Client for the Services during the previous 12-month period.
13.5 The Client acknowledges that the Supplier does not guarantee any fundraising outcome and that investment decisions and transaction execution remain matters for the Client and the relevant investors.
14. Termination
14.1 Either party may terminate the Contract without liability to the other if: (a) the other party commits a material breach of any term of the Contract and, if that breach is remediable, fails to remedy it within 30 days after being notified in writing to do so; (b) the other party is unable to pay its debts as they fall due, enters into a compromise or arrangement with its creditors, or any step is taken in connection with its administration, liquidation, winding up, receivership or analogous process; or (c) the other party’s financial position deteriorates to such an extent that, in the terminating party’s reasonable opinion, its ability to give effect to the terms of the Contract is in jeopardy.
14.2 Without prejudice to any other rights or remedies to which the Supplier may be entitled, the Supplier may terminate the Contract: (a) immediately on notice if the Client fails to pay any amount due under the Contract on the due date for payment and remains in default for not less than 7 days after being notified in writing to make such payment; or (b) by giving not less than 28 days’ written notice to the Client.
15. Consequences of Termination
15.1 On expiry or termination of the Contract for any reason: (a) the Supplier’s provision of the Services shall cease with immediate effect; (b) the Client shall immediately pay to the Supplier all Fees and other sums due but unpaid, together with any accrued interest; (c) in respect of Services supplied but not yet invoiced, the Supplier may submit an invoice which shall be payable in accordance with clause 10; and (d) all provisions which expressly or by implication are intended to come into or continue in force after termination or expiry shall remain in full force and effect, including clauses relating to payment, Fees, Success Fees, Protected Investors, the Tail Period, Follow-On Funding, Notification, Anti-Circumvention, confidentiality, intellectual property, data protection, limitation of liability and governing law.
15.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties accrued up to the date of termination.
16. Force Majeure
16.1 Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control.
17. Confidential Information
17.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by this clause 17.
17.2 Each party may disclose the other party’s confidential information: (a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract, provided that it ensures such persons comply with this clause 17; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
17.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
17.4 Nothing in the Contract prevents the Supplier from maintaining internal records of Protected Investors, outreach activity, transaction discussions and related evidence for the purpose of administering the Contract and enforcing its rights.
18. General
18.1 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy.
18.2 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes all previous and contemporaneous agreements, promises, assurances and understandings between them relating to its subject matter. Each party acknowledges that, in entering into the Contract, it does not rely on any statement, representation, assurance or warranty not set out in the Contract.
18.3 Assignment. The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or otherwise deal with any of its rights and obligations under the Contract. The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or otherwise deal with any of its rights and obligations under the Contract without the Supplier’s prior written consent.
18.4 No partnership or agency. Nothing in the Contract is intended to or shall operate to create a partnership between the parties or, except to the extent expressly stated otherwise, to authorise either party to act as agent for the other.
18.5 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
18.6 Notices. Any notice or other communication given under or in connection with the Contract shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or next working day delivery service to the relevant registered office or principal place of business, or sent by email to the relevant address specified in Part A or otherwise notified in writing. Any notice shall be deemed received: if delivered by hand, at the time it is left at the proper address; if sent by post or next working day delivery service, at 9.00 a.m. on the second Business Day after posting; and if sent by email, at the time of transmission or, if outside Business Hours, when Business Hours next resume.
18.7 Governing law and jurisdiction. The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation, including non-contractual disputes or claims, shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
