Financely Structured Debt Advisory Payment Policy
Effective Date:
September 14, 2026
Version:
1.0
This Structured Debt Advisory Payment Policy (the "Payment Policy") governs all payment, retainer, budget, scope change, suspension, cancellation, refund, default and collection matters relating to Financely's structured debt advisory, arranging, transaction structuring, lender mapping, capital advisory, trade finance, project finance, acquisition finance, commercial real estate finance and related professional services.
This Payment Policy supplements and forms part of the Financely Terms of Service,
the applicable Engagement Agreement, quotation, proposal, statement of work, invoice and the Financely Earnings Disclaimer.
By engaging Financely, paying any fee, instructing Financely to commence or continue work, requesting additional work, accepting a Deliverable, allowing Financely to reserve resources for a mandate, or continuing an engagement after receiving this Payment Policy, you agree to this Payment Policy to the extent permitted by applicable law.
Commercial Payment Rule:
Financely sells professional advisory time, Reserved Capacity, transaction analysis, structuring, execution resources and access to an advisory process. Financely does not sell or guarantee a financing result. Retainers and other earned or committed fees are not refundable merely because a transaction does not close, a lender declines, terms change, the Client changes strategy, or the Client later decides not to proceed.
Scope Rule:
Fees are based on the information, complexity and assumptions known when Financely quotes the engagement. If later information materially changes the work required, Financely may change the budget, require additional fees, narrow the mandate, suspend performance or terminate the engagement.
Payment Rule:
Financely is never required to finance a Client's advisory fees, continue unpaid work, preserve Reserved Capacity while payment is outstanding, or subsidize a transaction because the Client did not budget adequately for professional services.
Table Of Contents
- 1) Status And Incorporation
- 2) Client Payment Readiness
- 3) Retainers And Reserved Capacity
- 4) Fees And Payment Timing
- 5) Scope Changes And New Information
- 6) Budget Adjustment Procedure
- 7) Additional Experts And Third Party Costs
- 8) Late Payment And Default Charges
- 9) Automatic Suspension
- 10) Refunds, Credits And Chargebacks
- 11) Cancellation And Termination
- 12) Similar Transactions And Alternative Sponsors
- 13) Assignment, Transfer And Sale Of Receivables
- 14) Collections And Recovery Costs
- 15) Client Indemnification
- 16) Limitation Of Liability
- 17) No Set Off Or Payment Leverage
- 18) Dispute Resolution
- 19) Survival And Order Of Precedence
- 20) Acceptance And Severability
1)
Status And Incorporation
1.1 Supplemental Contract Terms
This Payment Policy is supplemental to the Financely Terms of Service and does not replace them. Definitions used in the Terms of Service apply equally to this Payment Policy unless expressly stated otherwise.
1.2 Structured Debt Advisory Engagements
This Payment Policy applies to all Financely structured debt advisory practices and any related Services, including transaction assessment, structuring, lender or investor mapping, debt placement support, financial modelling, credit analysis, information memorandum preparation, deal packaging, market sounding, counterparty outreach, diligence coordination, negotiation support and process management.
1.3 New And Existing Engagements
For engagements commencing on or after the Effective Date, this Payment Policy forms part of the engagement upon acceptance. For an engagement already in force before the Effective Date, any provision that would materially change an already agreed fee applies only where incorporated by written agreement, continued instruction, accepted amendment or another legally effective method of acceptance.
2)
Client Payment Readiness
2.1 Financial Capacity To Engage Advisors
By engaging Financely, the Client represents that it has sufficient present financial capacity to pay the professional fees and transaction expenses reasonably required for the contemplated engagement.
Financely is not responsible for a Client commencing a transaction without sufficient budget to complete the advisory, diligence, structuring, legal, technical, insurance, valuation, regulatory or other professional work subsequently required.
2.2 No Dependence On Financing Proceeds
Advisory fees must be paid from resources presently available to the Client. Payment may not be made conditional upon:
- receipt of financing proceeds;
- receipt of a lender term sheet;
- approval by a lender, investor, credit committee or board;
- completion of the underlying transaction;
- payment by the Client's customer, sponsor, shareholder or partner;
- completion of the Client's own fundraising;
- sale of an asset or receipt of anticipated transaction proceeds; or
- any Outcome Dependent Item.
2.3 No Obligation To Extend Credit
Financely has no obligation to extend payment terms, defer fees, finance advisory work, accept payment from transaction proceeds, convert fees into success-only compensation, accept equity in lieu of cash, or continue working while awaiting the Client's liquidity event.
3)
Retainers And Reserved Capacity
3.1 Nature Of The Retainer
A Financely retainer is consideration for the reservation and allocation of professional capacity and for the commencement of the advisory relationship. It is not merely a deposit against a future financing result.
A retainer may compensate Financely for, among other things:
- Reserved Capacity;
- availability of Financely personnel and Experts;
- onboarding and transaction familiarisation;
- initial assessment and structuring;
- resource allocation and scheduling;
- opportunity cost associated with accepting the mandate;
- internal credit and transaction review;
- counterparty strategy and preparation;
- deal packaging and execution preparation; and
- resources committed or declined elsewhere in reliance on the engagement.
3.2 Retainer Is Earned Through Reservation And Performance
To the fullest extent permitted by law, a retainer becomes earned or committed as Reserved Capacity is allocated and Services are commenced or resources are committed in reliance on the mandate.
A Client may not retrospectively characterize a retainer as a refundable deposit merely because the Client later abandons, delays, restructures, refinances, replaces, sells, postpones or otherwise changes the contemplated transaction.
3.3 Reserved Capacity Has Independent Value
The Client acknowledges that Financely's availability itself has commercial value. Reserving transaction personnel, Experts, lender outreach capacity, diligence windows and execution time may prevent Financely from accepting or prioritizing other mandates.
Accordingly, a Client's later decision not to use Reserved Capacity does not make the original reservation valueless and does not create a refund right.
4)
Fees And Payment Timing
4.1 Payment Before Performance
Unless an Engagement Agreement expressly provides otherwise, retainers, milestone fees, additional budget amounts, deposits and third party cost advances must be received in cleared funds before the corresponding work begins or continues.
4.2 Due Dates
Structured Debt Advisory invoices are payable on the date stated on the invoice or Engagement Agreement. Where the engagement expressly requires payment before commencement or continuation, Financely has no obligation to commence or continue until cleared funds are received.
Where no shorter payment period has been incorporated into the engagement, the payment period stated in the Financely Terms of Service applies.
4.3 Time Is Of The Essence
Time for payment is of the essence. A payment obligation is satisfied only when cleared and irrevocably available funds are received by Financely through an approved payment method.
4.4 Payment Costs
Bank charges, wire fees, card processing fees where lawfully passed through, intermediary banking charges, foreign exchange costs, withholding taxes where gross-up is legally permitted and other payment-related expenses are borne by the Client unless Financely agrees otherwise in writing.
5)
Scope Changes And New Information
5.1 Fees Are Based On Known Facts
Unless the Engagement Agreement expressly states that a fee is a fixed and capped fee regardless of circumstances, Financely's quotation is based on the information, assumptions, transaction structure, timetable, documentation and complexity reasonably known at the time of quotation.
5.2 Events That May Change The Budget
A budget or fee adjustment may be required where, after engagement, Financely discovers or is informed of circumstances including:
- materially different transaction facts from those originally disclosed;
- missing, inaccurate, inconsistent or incomplete financial information;
- additional borrowers, guarantors, sponsors, shareholders, jurisdictions or special purpose vehicles;
- a requirement for additional security, collateral, guarantees or credit enhancement;
- additional lender classes, capital sources or financing structures;
- material changes to transaction size, tenor, leverage, use of proceeds or repayment structure;
- unexpected legal, tax, regulatory, compliance, licensing or sanctions issues;
- additional diligence requested by counterparties;
- weaknesses in credit quality requiring substantial restructuring or additional work;
- additional financial modelling or rebuilding of Client materials;
- a change in jurisdiction or transaction entity;
- additional assets, contracts, concessions, projects or acquisitions being added to the mandate;
- a request for expedited work;
- repeated changes to strategy or financing structure;
- replacement of counterparties following Client decisions or events outside Financely's control;
- additional negotiations beyond the originally contemplated scope;
- rework caused by inaccurate or late Client information;
- new information materially increasing complexity or execution risk; or
- any circumstance that reasonably requires materially greater professional time, specialist resources or third party involvement than contemplated when the fee was quoted.
5.3 No Free Scope Expansion
A Client has no contractual right to require Financely to perform materially expanded or altered work for the original fee.
The fact that Financely has already performed substantial work, made introductions, mapped lenders, produced transaction materials or advanced the mandate does not require Financely to absorb the cost of additional work discovered later.
6)
Budget Adjustment Procedure
6.1 Budget Adjustment Notice
Where additional work or resources are reasonably required, Financely may issue a written budget adjustment, additional invoice, change order or revised scope notice describing the additional work, changed assumptions or revised commercial requirement.
6.2 Client Election
Unless Financely specifies a shorter period because urgent action is required, the Client must respond within 5 business days by choosing one of the following:
- approve and pay the revised budget;
- agree with Financely to reduce or modify the scope so that it fits the existing budget; or
- discontinue the affected work and accept the contractual consequences of suspension or termination.
6.3 Refusal Or Failure To Respond
Refusal, inability or failure to fund a reasonable budget adjustment does not constitute breach by Financely and does not create a refund entitlement.
Financely may instead, at its election:
- reduce the scope;
- remove non-essential Deliverables;
- suspend the mandate;
- release Reserved Capacity;
- stop counterparty outreach;
- decline additional work;
- require full prepayment of the remaining engagement; or
- terminate the mandate.
6.4 Existing Work Remains Payable
A disagreement concerning additional scope does not invalidate or reduce fees for work, Reserved Capacity, Deliverables, third party commitments or milestones already earned, incurred or performed.
No Retroactive Repricing:
A Client may not accept Financely's work, allow Financely to commit substantial resources, obtain lender mapping, receive transaction analysis or progress a mandate and then seek to renegotiate previously agreed fees because replacing Financely has become inconvenient or because the Client underestimated its advisory budget.
7)
Additional Experts And Third Party Costs
7.1 Additional Professional Requirements
Structured debt transactions may require lawyers, accountants, modelers, valuers, technical consultants, insurance specialists, trustees, collateral managers, licensed placement agents, local counsel, compliance providers, engineers, consultants or other specialists.
Unless expressly included in Financely's quoted fee, such services are additional.
7.2 Advance Funding
Financely may require the Client to pay or advance third party expenses before the relevant third party is instructed. Financely is not required to finance third party costs on the Client's behalf.
7.3 Non-Cancellable Commitments
Once Financely has incurred, committed or guaranteed a third party expense with the Client's authority, that amount remains payable even if the transaction later changes, pauses or terminates.
8)
Late Payment And Default Charges
8.1 Immediate Default
Any payment not received in cleared funds by its contractual due date is overdue without further notice.
8.2 Statutory Or Contractual Late Payment Remedy
To the fullest extent permitted by applicable law, Financely may claim the statutory interest, fixed compensation and reasonable recovery costs available for qualifying commercial debts or may rely upon a contractual late-payment remedy agreed with the Client.
Financely will not obtain duplicative recovery for the same loss where applicable law prohibits double recovery.
8.3 Optional Daily Default Charge
Where incorporated into the applicable engagement, Financely may impose an additional contractual default administration charge of up to USD 250 per calendar day
during which an undisputed payment remains overdue.
The amount charged may reflect continuing payment administration, management time, Reserved Capacity disruption, re-scheduling, counterparty management, Expert availability, remobilization, collection activity and other legitimate commercial consequences of payment default.
Unless a separately negotiated Engagement Agreement lawfully provides otherwise, the aggregate Daily Default Charge for an individual overdue invoice will not exceed the lesser of:
- 15 percent of the overdue principal amount; or
- USD 7,500.
Financely may reduce or waive the Daily Default Charge in its discretion. The charge applies only to the extent lawful and proportionate to Financely's legitimate commercial interests. If any amount would otherwise be unenforceable, it shall automatically be reduced to the maximum amount enforceable under applicable law.
8.4 No Waiver Through Patience
Financely's decision not to impose a Daily Default Charge, statutory interest or collection remedy on one occasion does not waive its right to impose or enforce a permitted remedy on another invoice or later default.
8.5 Repeated Late Payment
Any of the following may be treated as a material payment default:
- a payment more than 10 business days overdue;
- a second late payment during an engagement;
- an express statement that an undisputed invoice will not be paid when due;
- a pattern of requesting deadline extensions after work has been performed;
- conditioning agreed payment on an unrelated concession;
- refusing payment while continuing to demand performance; or
- using the threat of non-payment to renegotiate previously agreed commercial terms.
9)
Automatic Suspension
9.1 Suspension Upon Default
Financely may suspend all work immediately when any amount is overdue.
Suspension may include:
- stopping lender and investor outreach;
- withholding Deliverables and drafts;
- stopping negotiations;
- pausing data room work;
- cancelling scheduled Expert work;
- releasing Reserved Capacity;
- withdrawing personnel from the mandate;
- stopping counterparty follow-up;
- withholding introductions;
- restricting Platform access; and
- declining further Client instructions.
9.2 Timelines Automatically Reset
Any execution timetable, distribution schedule, lender response target, Deliverable deadline or anticipated closing date affected by the Client's payment default is automatically suspended.
Financely has no liability for lost momentum, changing market conditions, lender withdrawal, changed pricing, lost Expert availability, missed windows or other consequences arising during or following a payment-related suspension.
9.3 Conditions For Resumption
Financely may condition resumption on:
- payment of every overdue amount;
- payment of applicable interest, default charges and recovery costs;
- payment of remobilization costs;
- advance payment of the next milestone;
- a security deposit;
- full prepayment of the remaining engagement; or
- revised commercial terms.
Payment of an overdue invoice does not obligate Financely to restore the Client to its former scheduling priority.
10)
Refunds, Credits And Chargebacks
10.1 No Refund Based On Outcome
The absence of financing, a rejected application, an unsatisfactory lender response, failure to obtain a term sheet, changes in pricing, lender withdrawal, a transaction not closing, market deterioration or any other Outcome Dependent Item does not create a refund right.
10.2 No Refund Of Performed Work
No refund is due for Services already performed, Deliverables already prepared, analysis already completed, outreach already conducted, meetings already undertaken, counterparty work already performed, third party costs already incurred or Reserved Capacity already committed.
10.3 No Refund Of Availability Retainer
A retainer paid to reserve Financely capacity or availability is not refundable merely because the Client later decides not to use all of the capacity reserved.
10.4 Client-Caused Termination
No refund is due where an engagement ends because the Client:
- fails to pay;
- fails to cooperate;
- abandons or postpones the transaction;
- moves the transaction to another advisor;
- refuses a justified scope or budget adjustment;
- provides materially inaccurate information;
- fails KYC, AML or sanctions review;
- breaches the Engagement Agreement;
- circumvents Financely;
- initiates a bad faith payment dispute; or
- otherwise causes termination for cause.
10.5 Discretionary Credits
Financely may issue a commercial credit or voluntary refund in exceptional circumstances. Any voluntary concession is without admission, does not create precedent and does not waive any contractual right.
10.6 Chargebacks And Payment Reversals
Chargeback Notice:
A chargeback, bank recall, payment reversal or card dispute is not a substitute for the contractual dispute process.
A chargeback or reversal initiated without a bona fide documented basis, particularly after the Client has received, used or benefited from the relevant Services, constitutes a material breach.
The Client remains liable for the underlying amount together with all lawful interest, processor charges, reversal fees, collection expenses and reasonable professional and legal costs caused by the payment dispute.
11)
Cancellation And Termination
11.1 Financely Right To Terminate
In addition to all termination rights contained in the Terms of Service, Financely may suspend or terminate a Structured Debt Advisory engagement where:
- an invoice remains unpaid;
- the Client repeatedly pays late;
- the Client cannot demonstrate financial capacity to continue the mandate;
- the Client refuses a justified additional budget;
- the Client materially changes the transaction while refusing corresponding scope changes;
- new information makes the existing commercial terms uneconomic;
- the Client's information proves materially inaccurate or incomplete;
- the transaction becomes commercially non-viable;
- continued performance creates disproportionate legal, regulatory, reputational or operational risk;
- the Client engages in Process Abuse or Bad Faith Negotiation;
- the Client uses Financely's work to shop for cheaper services after obtaining material value;
- the Client withholds milestone payments while continuing to demand work;
- the Client uses payment as leverage to demand a discount, additional work or refund;
- the Client repeatedly delays approvals, KYC, documentation or decisions;
- the Client conceals competing processes or advisors that materially prejudice Financely's execution strategy; or
- Financely otherwise has a contractual termination right.
11.2 Financial Consequences Of Termination
Termination does not extinguish amounts already earned, committed or payable.
Upon termination, Financely may immediately invoice and recover:
- all unpaid invoices;
- earned milestones;
- work in progress;
- Reserved Capacity already committed;
- non-cancellable third party expenses;
- approved additional work;
- remobilization or demobilization costs;
- applicable late-payment amounts;
- reasonable recovery costs; and
- any other amount recoverable under the Engagement Agreement or applicable law.
11.3 Release Of Capacity
Upon suspension or termination, Financely may immediately release personnel, Experts, distribution slots, lender outreach capacity, internal resources and other Reserved Capacity to other mandates.
Financely has no obligation to hold those resources available in case the Client later obtains funds or decides to restart the transaction.
12)
Similar Transactions And Alternative Sponsors
12.1 No Sector Or Opportunity Exclusivity
Unless Financely expressly agrees otherwise in a signed written exclusivity provision, engaging Financely does not prevent Financely from advising other sponsors, borrowers, acquirers, developers, issuers, owners or commercial parties in the same industry, jurisdiction, asset class or financing market.
12.2 Similar Transactions
Financely may advise, structure, arrange or support transactions that are similar to, compete with or economically overlap with a Client's transaction, provided Financely continues to comply with its applicable confidentiality obligations.
12.3 Alternative Sponsor Following Default Or Abandonment
If a Client defaults, abandons a mandate, loses the ability to proceed, refuses to finance the required advisory work, materially delays the transaction or terminates the engagement, Financely may pursue or support another sponsor for a similar transaction or opportunity.
This may include reallocating Financely's own:
- lender relationships;
- investor relationships;
- generic transaction structures;
- market knowledge;
- financing strategies;
- internal templates;
- execution methods;
- professional resources; and
- Reserved Capacity.
12.4 Client Property Remains Protected
Nothing in this Section authorizes Financely to transfer an asset, concession, contract, licence, development right, acquisition right or other property belonging to the Client where Financely has no legal right to do so.
Financely will not disclose Client Confidential Information merely to enable a competing sponsor to appropriate a right legally belonging exclusively to the Client.
12.5 Independently Available Opportunities
Where an asset owner, seller, concession holder, project owner, supplier, lender, investor or other independent party is lawfully entitled to work with another sponsor, Financely is not required to preserve that opportunity exclusively for a Client that has defaulted, abandoned the process or ceased paying Financely.
If Financely independently has the right or authority to source an alternative sponsor, Financely may do so.
13)
Assignment, Transfer And Sale Of Receivables
13.1 Assignment By Financely
To the fullest extent permitted by applicable law and consistent with the Terms of Service, Financely may assign, transfer, subcontract or delegate rights or performance obligations arising from an engagement to:
- a Financely affiliate;
- a successor business;
- a qualified advisory firm;
- a properly licensed entity where regulated activity is required;
- a specialist service provider;
- a financing or factoring provider;
- a collection agency; or
- another professional counterparty capable of performing or enforcing the relevant rights.
13.2 Transfer Or Novation Of Mandate
Where legally effective, the Client gives advance consent to Financely transferring or novating an engagement to a Financely affiliate, successor or appropriately qualified third party advisory firm.
Where applicable law requires additional Client consent for a particular novation, the Client agrees not to unreasonably withhold or delay such consent where the proposed transferee is reasonably capable of performing the affected Services.
13.3 Sale Or Assignment Of Receivables
Financely may sell, assign, factor, pledge, transfer or otherwise dispose of any receivable, unpaid invoice, collection right or other payment entitlement owed to Financely without Client consent, subject to applicable law.
The Client must then pay the assignee or collection party where Financely gives valid notice of the assignment.
13.4 Necessary Information Disclosure
Financely may disclose engagement and payment information reasonably necessary to complete a lawful assignment, transfer, collection, financing, insurance or enforcement process, provided the recipient is subject to appropriate confidentiality obligations where required.
13.5 Client Assignment Restricted
The Client may not assign, transfer or novate its rights or obligations under an engagement without Financely's prior written consent.
14)
Collections And Recovery Costs
14.1 Recovery Rights
Financely may refer overdue accounts to collection agencies, solicitors, debt purchasers, enforcement professionals, insurers, factoring providers or other recovery specialists.
14.2 Recovery Costs
To the fullest extent permitted by law, the Client is responsible for reasonable costs Financely incurs in recovering overdue amounts, including:
- statutory debt recovery compensation;
- collection agency charges;
- solicitor and counsel fees;
- arbitration costs;
- expert costs;
- tracing costs;
- asset investigation costs;
- enforcement costs;
- payment processor charges;
- bank reversal charges; and
- reasonable internal and external recovery expenses recoverable under applicable law.
14.3 No Requirement To Continue Services During Collection
Financely has no obligation to continue providing advisory Services while simultaneously pursuing payment from the Client.
15)
Client Indemnification
15.1 Payment And Scope Indemnity
Without limiting the indemnification provisions of the Financely Terms of Service, the Client shall indemnify, defend and hold harmless Financely, its affiliates, owners, personnel, contractors and Experts from losses, liabilities, claims, charges and reasonable professional costs to the extent arising from:
- false, incomplete or misleading information supplied by or for the Client;
- the Client's failure to disclose material transaction information;
- unauthorized Client instructions;
- the Client's breach of this Payment Policy;
- late payment or non-payment;
- bad faith chargebacks or payment reversals;
- Client-caused suspension or termination;
- third party commitments made on the Client's instructions;
- claims brought by Client shareholders, affiliates, sponsors, partners, contractors or transaction counterparties arising from Client conduct;
- unauthorized use or redistribution of Financely work product;
- circumvention or misuse of Financely counterparty relationships; or
- Client instructions that expose Financely to third party liability.
15.2 Exclusion
No indemnity applies to the extent a final binding determination establishes that the relevant loss was caused by Financely's fraud or willful misconduct, or where applicable law prohibits the indemnity.
16)
Limitation Of Liability
16.1 Terms Of Service Controls
Financely's liability remains subject to the exclusions, limitations and aggregate damages cap contained in the Financely Terms of Service.
16.2 Payment-Related Consequences
Without limiting those provisions, Financely is not liable for lost financing, lost profits, missed transaction windows, lender withdrawal, changed market pricing, loss of opportunity, loss of expected economic benefit or replacement advisory costs resulting from a Client's late payment, failure to fund a scope change, suspension, abandonment or termination.
16.3 Non-Excludable Liability
Nothing in this Payment Policy excludes or limits liability that applicable law does not permit the parties to exclude or limit.
17)
No Set Off Or Payment Leverage
17.1 No Set Off
To the fullest extent permitted by law, the Client may not deduct, set off, counterclaim against, withhold or reduce an undisputed amount due to Financely because the Client asserts a separate claim.
17.2 No Payment Leverage
A Client may not use payment or threatened non-payment to compel Financely to:
- reduce an agreed fee;
- expand the agreed scope without payment;
- refund an earned retainer;
- waive an earned milestone;
- continue work during default;
- release Deliverables while unpaid;
- waive contractual rights;
- continue an economically non-viable mandate; or
- accept commercial terms materially different from those originally agreed.
17.3 Disputes Do Not Suspend Undisputed Payments
A genuine dispute concerning one amount does not excuse timely payment of every undisputed amount.
18)
Dispute Resolution
18.1 Governing Law
This Payment Policy and all non-contractual obligations arising from it are governed by the laws of England and Wales, consistent with the Financely Terms of Service.
18.2 Mandatory Contractual Dispute Process
Any dispute concerning this Payment Policy is governed by the dispute-resolution provisions in the Financely Terms of Service,
including the applicable written notice, executive escalation, mediation and LCIA arbitration requirements.
18.3 LCIA Arbitration
Subject to the Terms of Service, disputes that remain unresolved after the required escalation procedure shall be finally resolved by confidential LCIA arbitration seated in London, England, in the English language.
18.4 Payment Continues During Disputes
Commencement of a complaint, dispute, mediation or arbitration does not suspend payment of undisputed invoices or amounts otherwise contractually due.
18.5 Interim And Enforcement Remedies
Nothing in this Payment Policy limits Financely's rights under the Terms of Service to seek interim, conservatory, injunctive, asset-preservation, enforcement or other relief from a competent court or emergency arbitrator where permitted.
19)
Survival And Order Of Precedence
19.1 Survival
Provisions concerning unpaid amounts, refunds, chargebacks, collections, assignment, confidentiality, similar transactions, indemnification, limitation of liability, dispute resolution, recovery costs and accrued rights survive suspension, cancellation, expiry and termination.
19.2 Order Of Precedence
If documents governing an engagement contain an actual inconsistency, the following order applies unless expressly agreed otherwise:
- a specifically negotiated and signed Engagement Agreement or amendment;
- this Payment Policy with respect to payment administration, scope adjustment, default and refund mechanics;
- the Financely Terms of Service; and
- the Financely Earnings Disclaimer.
A deal-specific provision overrides a general provision only to the extent of the specific inconsistency.
19.3 No Implied Waiver
Financely's delay in enforcing payment, granting an extension, accepting partial payment, continuing limited communications or temporarily refraining from termination does not waive its rights.
Any waiver must be express and in writing and applies only to the particular matter identified.
20)
Acceptance And Severability
20.1 Acceptance
Acceptance of this Payment Policy may be evidenced by any legally effective method, including:
- signing an Engagement Agreement incorporating it;
- accepting a quotation that links to or incorporates it;
- paying a Financely invoice or retainer after receiving notice of it;
- instructing Financely to commence or continue Services under an engagement incorporating it;
- requesting additional work after receiving it;
- receiving or using Deliverables under an engagement incorporating it; or
- otherwise expressly accepting it electronically or in writing.
20.2 Authorized Representatives
Instructions given by an individual whom the Client has represented or held out as authorized to manage the engagement may be relied upon by Financely until the Client gives written notice that such authority has been withdrawn.
20.3 Severability And Maximum Lawful Enforcement
If any provision of this Payment Policy is held invalid, excessive or unenforceable, that provision shall be modified or reduced to the minimum extent necessary to make it enforceable where legally permitted, and the remaining provisions continue in full force.
The parties intend all financial remedies, default charges, restrictions and protections in this Payment Policy to operate only to the maximum extent permitted by applicable law.
Final Payment Acknowledgment:
By engaging Financely for Structured Debt Advisory Services, the Client acknowledges that professional advisory mandates require sufficient financial capacity to pay advisors throughout execution; retainers compensate Reserved Capacity and professional availability as well as work performed; original quotations are based on facts known when issued and do not require Financely to absorb materially expanded scope; justified additional work may require additional payment; late payment may immediately suspend the mandate and reset all execution timelines; earned fees and performed work are not refundable because a financing result is not achieved; Financely may terminate commercially non-viable or unpaid mandates, release Reserved Capacity, work with other sponsors on similar transactions, assign receivables and transfer or subcontract engagements as permitted by law; and payment disputes are governed by the contractual dispute-resolution framework in the Financely Terms of Service.
Important:
This Payment Policy is intended for business-to-business professional engagements. Nothing in it excludes any right or liability that applicable law does not permit the parties to exclude. Financely provides advisory and arranging services on a best-efforts basis and does not guarantee financing, lender approval, transaction completion, investment returns, pricing, timing or any other outcome. This Payment Policy should be read together with the Financely Terms of Service
and Financely Earnings Disclaimer.