Financely Terms Of Service

Effective Date: December 6, 2021
Last Updated: January 2026
Version: 3.0

These Terms of Service (the "Terms") are a legally binding agreement between you and Financely (the "Company", "Financely", "we", "us", "our") governing your access to and use of any advisory services and any related website, portals, dashboards, forms, payment pages, and digital tools (the "Platform") and all associated advisory and platform services (the "Services"). By accessing the Platform, submitting an RFQ, booking a consultation, paying any fee, signing an engagement, or otherwise using the Services, you ( "Client", "you", "your") irrevocably agree to these Terms in their entirety. If you do not agree to every provision, do not use the Platform or Services.

1) Definitions

1.1 Key Terms

• Services means any advisory, structuring, underwriting support, packaging, market sounding, counterparty outreach, introductions, process coordination, or related professional services provided by Financely.
• Platform means any Financely website, portal, dashboard, form, payment page, or digital tool used to deliver or support Services.
• RFQ means a Request for Quote submission and any materials submitted through the Platform or otherwise.
• Engagement means a paid mandate governed by a written engagement letter, proposal, statement of work, term sheet, invoice terms, or similar written agreement (the "Engagement Agreement").
• Deliverables means specific work product agreed in writing, such as a lender pack, memo, model, checklist, narrative, or outreach materials. Deliverables are classified as Committed Deliverables or Outcome Dependent Items under Section 4.
• Counterparty means any third party involved in a transaction, including banks, lenders, funds, insurers, brokers, collateral managers, trustees, law firms, auditors, platforms, and service providers.
• Fees means all amounts payable to Financely, including engagement fees, contract fees, retainers, consultation fees, expert fees, late penalties, break up fees, and any other amounts due.
• Confidential Information means any non-public information, documents, data, or communications shared by either party, including transaction details, deal terms, pricing, strategy, counterparty identities, personnel, execution methods, and business operations.
• Experts means the freelance professionals, independent contractors, consultants, and licensed third party entities engaged by Financely to execute or support mandates, as described in Section 5.
• Prohibited Leverage Conduct is defined in Section 11.
• Breach means any failure to comply with these Terms, any Engagement Agreement, or any lawful written instruction of Financely.

2) Eligibility, Authority, And Client Representations

2.1 Business Use Only. Sophisticated Party Acknowledgment

The Services are intended exclusively for business and professional use by sophisticated commercial parties. You confirm that you are using the Services for commercial purposes, that you are experienced in commercial and financial matters, that you have had the opportunity to seek independent legal advice on these Terms before accepting them, and that you accept these Terms as a commercial party dealing at arm's length. You expressly waive any consumer protection rights that may otherwise apply, to the fullest extent permitted by law.

2.2 Authority To Bind

If you use the Services on behalf of an entity, you represent and warrant that you have full authority to bind that entity to these Terms and any Engagement Agreement. If you lacked such authority, you are personally and jointly liable for all obligations, fees, and damages as if you were the contracting party.

2.3 Accuracy And Completeness

You represent and warrant that all information and documents you provide are true, accurate, current, and complete, including beneficial ownership, control persons, source of funds, transaction parties, transaction purpose, financial condition, and litigation history. You must promptly update any information that becomes inaccurate. Provision of false, misleading, or materially incomplete information voids any obligation of Financely to continue the engagement, entitles Financely to retain all fees paid, and exposes you to indemnification liability under Section 20.

2.4 Lawful Purpose

You represent and warrant that your requested Services and any related transaction are lawful and do not involve fraud, bribery, corruption, sanctions evasion, money laundering, terrorist financing, or any prohibited purpose.

2.5 Litigation And Adverse History Disclosure

You must disclose, before engagement and on an ongoing basis, any pending or threatened litigation, arbitration, regulatory investigation, enforcement action, insolvency proceeding, or material adverse event involving you, your entity, your beneficial owners, or your transaction counterparties. Failure to disclose is a material breach and grounds for immediate termination for cause without refund.

2.6 No Reliance On Oral Statements

You acknowledge that you have not relied on any oral statement, marketing material, past performance description, or informal communication in deciding to engage Financely. The only binding commitments are those in these Terms and a signed Engagement Agreement. Any alleged oral promise of an outcome is void.

3) Nature Of The Firm, Scope Of Services, And No Guarantee

3.1 FinTech Advisory Platform. Not A Bank, Not A Broker-Dealer

Financely is a FinTech advisory and arrangement platform. We are not a bank, not a direct lender, not an issuing bank, not a deposit taking institution, and not a registered securities broker-dealer or investment adviser. We do not accept deposits, do not hold client funds in custody, do not execute securities transactions, and do not provide direct financing. Where a mandate requires regulated activity, such as the placement of securities in an equity raise, Financely engages or refers the mandate to an appropriately licensed third party entity, such as a registered placement agent or investment bank, which acts under its own regulatory permissions and its own terms.

3.2 Execution Model. Freelance Experts And Licensed Entities

Financely operates a distributed execution model. Mandates are executed by a combination of internal personnel, vetted freelance Experts, and, where required by the nature of the work, licensed entities. Financely exercises reasonable skill and care in selecting and coordinating Experts but does not guarantee any specific individual, availability, or continuity of personnel. Financely may substitute, add, or remove Experts on a mandate at its sole discretion without notice, provided the agreed scope continues to be pursued. Section 5 describes the Expert model and its billing structure in detail.

3.3 Best Efforts Only. No Guarantee Of Any Outcome

All Services are provided strictly on a best efforts basis. This means Financely commits to applying professional skill, diligence, and reasonable resources to the agreed scope of work. It does not mean, and can never be interpreted to mean, that Financely promises any result. Specifically, Financely does not and cannot guarantee:

• That any capital raise, debt or equity, will succeed in whole or in part.
• That any lender, investor, bank, insurer, or fund will respond, engage, issue terms, approve, or close.
• Any pricing, rate, tenor, advance rate, leverage level, or commercial term.
• Any timeline for counterparty responses, credit decisions, documentation, or closing.
• That any instrument, including any letter of credit, standby letter of credit, or guarantee, will be issued, confirmed, or accepted by any bank.
• That market conditions will remain favorable or that a transaction viable at engagement will remain viable later.

You accept that capital markets outcomes depend on third party credit decisions, market conditions, and the fundamentals of your own transaction, none of which Financely controls. Engaging Financely is a purchase of professional effort, not a purchase of a result.

3.4 No Legal, Tax, Accounting, Regulatory, Or Investment Advice

Nothing we provide is legal, tax, accounting, regulatory, or investment advice. You must obtain your own independent professional advice before taking any action. You may not rely on Financely work product as a substitute for licensed professional advice, and any such reliance is at your sole risk.

3.5 No Fiduciary Duty

Unless explicitly agreed in a separate signed fiduciary agreement, Financely does not act as a fiduciary, does not owe fiduciary duties to you, has no duty of loyalty beyond the agreed scope, and does not have authority to bind you or act as your agent. Financely may act for multiple clients in the same sector, including clients with competing interests, subject only to its confidentiality obligations.

3.6 Scope Limitation And No Implied Duties

Our obligations are limited strictly to the written scope in the Engagement Agreement. No duty, service, or obligation is implied by conduct, course of dealing, industry custom, or otherwise. Anything not written into the scope is out of scope.

4) Deliverables. What We Can And Cannot Commit To

4.1 Two Categories Of Deliverables

To eliminate ambiguity and prevent disputes, every item in an engagement falls into one of two categories. Only the first category carries a delivery commitment.

4.2 Committed Deliverables Standard

Committed Deliverables are produced with reasonable professional skill and care, to the standard of a competent advisory professional in the relevant field, within the timelines stated in the Engagement Agreement, subject to your timely cooperation under Section 10. Committed Deliverables are deemed accepted unless you provide specific written objections within 5 business days of delivery. One round of reasonable revision is included unless the Engagement Agreement states otherwise. Additional rounds are billed as out of scope work.

4.3 Outcome Dependent Items

Outcome Dependent Items are targets, not promises. No fee, in whole or in part, is contingent on any Outcome Dependent Item unless the Engagement Agreement contains an explicit success fee mechanic, and even then the failure of the outcome creates no refund right and no claim against Financely.

4.4 No Reinterpretation

You may not reinterpret an Outcome Dependent Item as a Committed Deliverable in any dispute, negotiation, review, complaint, or proceeding. Any claim, demand, chargeback, or public statement asserting that Financely promised an Outcome Dependent Item is a material breach of these Terms and triggers the remedies in Sections 16 and 22.

5) Our Experts, Execution Model, And Billing Structure

5.1 Who Executes Your Mandate

Financely engages a curated network of Experts across structured trade finance, project finance, commercial real estate debt, acquisition finance, carbon markets, and related fields. Experts typically include former bankers, credit analysts, structuring specialists, financial modelers, packaging and documentation professionals, and, where regulated activity is required, licensed entities acting under their own permissions. Experts are engaged as independent contractors or subcontracted firms. They are not your employees, agents, or contractual counterparties. Your contractual relationship is with Financely only, and you have no direct claim against any individual Expert.

5.2 Indicative Time Commitments

For transparency and to anchor budget discussions, indicative Expert time ranges for common mandate components are set out below. These are indicative planning figures, not caps and not commitments. Complex, incomplete, or slow-moving files consume more hours.

5.3 Rate Adjustments

Expert rates and blended engagement rates may increase in the following circumstances, and you agree that such increases are legitimate and payable:

• Annually, on renewal or extension of any engagement, by up to 10 percent without further justification.
• Where the actual complexity, data quality, or counterparty behavior on the file materially exceeds what was reasonably apparent at quotation.
• Where the Client's own delays, incomplete responses, restructuring of the ask, or changes in transaction parameters require rework or re-outreach.
• Where specialist or licensed Experts must be added to the file, for example securities placement, specialist insurance, or jurisdiction-specific counsel coordination.
• Where expedited turnaround is requested, at a premium of up to 50 percent on affected work.

5.4 Budget Increases On Live Mandates

Where any circumstance in Section 5.3 arises on a live mandate, Financely will issue a written budget adjustment notice stating the reason and the revised budget. This is a Justified Budget Increase. You have 5 business days to approve it in writing. Refusal or non-response to a Justified Budget Increase entitles Financely, at its election, to (a) narrow the scope to fit the existing budget, (b) suspend work without penalty to Financely, or (c) terminate for cause under Section 15, with all fees earned to date retained and the break up fee applied. A refusal of a Justified Budget Increase is never grounds for you to claim breach by Financely, demand a refund, or withhold payment of amounts already due.

5.5 No Poaching Of Experts

During the engagement and for 24 months after, you will not directly or indirectly solicit, hire, engage, or contract with any Expert introduced to you through Financely. Breach of this clause triggers liquidated damages equal to 100,000 USD per Expert or 100 percent of the fees paid on the mandate, whichever is greater.

6) Platform Use And Acceptable Use

6.1 Account Security

You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. Notify us immediately if you suspect unauthorized access. You are liable for all use of your account, authorized or not.

6.2 Prohibited Requests And Conduct

• Forged, fabricated, or misleading documents, confirmations, instruments, or proof of funds.
• Backdated documents or any attempt to misrepresent facts to a bank, insurer, investor, or regulator.
• Any attempt to bypass KYC, AML, sanctions screening, or source of funds checks.
• Harassment, threats, intimidation, extortion, coercion, or defamation directed at Financely, its personnel, its Experts, or any Counterparty.
• Scraping, hacking, malware, or attempts to access non public systems.
• Resale or redistribution of deliverables or using deliverables to provide competing services.
• Fraudulent payment methods, bad faith chargebacks, or payment disputes used as leverage.
• Any Prohibited Leverage Conduct as defined in Section 11.

6.3 Suspension And Withholding

We may suspend access to the Platform, pause Services, and withhold deliverables if we suspect fraud, policy breach, non payment, late payment, reputational risk, or legal or compliance risk. Suspension does not waive or reduce your payment obligations, and time during suspension does not count against any Financely timeline commitment.

7) Engagement Procedure, RFQ, And Start Of Work

7.1 RFQ Is Not An Engagement

An RFQ is a request for assessment only. Financely may decline any RFQ at its sole discretion without giving reasons. Submission of an RFQ, payment of a deal assessment fee, or attendance at a consultation does not obligate Financely to accept a mandate.

7.2 Quotation And Acceptance

Quotations are valid for 30 days and may be withdrawn at any time before acceptance. An engagement forms only when (a) Financely confirms acceptance in writing and (b) cleared funds for the initial retainer or assessment fee are received. Work begins only after both conditions are met.

7.3 Deal Assessment Fee

The deal assessment fee compensates the assessment work itself. It is earned on delivery of the assessment and is non refundable regardless of the assessment's conclusions. Where stated, it is credited against the arranger fee on a full mandate. A negative or cautionary assessment is a valid deliverable and creates no refund right.

7.4 Scope Changes

Any change to scope, deliverables, timeline, or fees requires a written amendment. Requests for out of scope work do not obligate Financely to perform, and out of scope work performed to keep a transaction moving may be invoiced at prevailing Expert rates.

8) Fees, Payments, Budget Adjustments, And Penalties

8.1 Non Refundable Fees

Unless an Engagement Agreement explicitly states otherwise in writing, all Fees are non refundable in all circumstances, including transaction failure, market deterioration, counterparty withdrawal, Client change of strategy, Client abandonment, or termination under any provision of these Terms. Fees compensate work, not results.

8.2 Payment Terms

Retainers and assessment fees are payable upfront. Invoices are payable within 14 days of issue unless the Engagement Agreement states otherwise. Time for payment is of the essence. All bank charges, processing fees, and currency conversion costs are borne by you.

8.3 Late Payment. Consequences

Any amount unpaid at the due date accrues interest at 2 percent per month, compounded monthly, from the due date until receipt of cleared funds. In addition, upon any late payment:

• All work on the mandate is automatically suspended without notice.
• All deliverables, completed or in progress, are withheld.
• All Financely timeline estimates are void, and the execution timeline resets at Financely's discretion once payment clears. You expressly acknowledge that late payment forfeits any expectation of the original timeline. Counterparty momentum, Expert availability, and market windows lost during suspension are your risk alone, and Financely bears no responsibility for the consequences of the delay you caused.
• Financely may require prepayment or deposit for all remaining work as a condition of resumption.
• Repeated late payment, meaning two or more late invoices on any mandate, is grounds for immediate termination for cause.

8.4 Chargebacks And Payment Disputes

Any chargeback or payment reversal initiated in bad faith is a material breach. In addition to the reversed amount, you will owe an administrative penalty of 5,000 USD or 20 percent of the disputed amount, whichever is greater, plus all recovery costs. Financely will contest the chargeback with full documentation, report the conduct to payment processors, and pursue the debt through the remedies in Section 22.

8.5 Invoice Finality

Invoice disputes must be raised in writing, with specific line item objections, within 7 days of invoice date. After 7 days, invoices are deemed accepted, final, and immune from later challenge in any negotiation, arbitration, or proceeding.

8.6 Set Off Prohibited

You may not set off, withhold, or reduce any payment due to Financely on account of any claim, complaint, or alleged breach. All payments are due in full when due. Any claim you have must be pursued separately through Section 24.

9) KYC, AML, Sanctions, And Source Of Funds

9.1 Screening

Financely screens all clients, beneficial owners, and transaction parties against applicable sanctions lists and adverse media, and conducts source of funds review. You must cooperate fully and promptly. Enhanced due diligence may be applied at Financely's discretion.

9.2 Consequences Of Failure

A failed or refused screening, or discovery of undisclosed sanctions exposure, adverse findings, or false KYC data, results in immediate termination for cause without refund. Financely may make reports to authorities and financial intelligence units without notice to you and bears no liability for the consequences of any such report made in good faith.

9.3 Ongoing Obligation

Screening is continuous. You must notify Financely within 2 business days of any event that would change your KYC, sanctions, or litigation disclosures.

10) Good Faith. Client Obligations And Standards Of Conduct

10.1 The Good Faith Standard

You agree to deal with Financely in good faith at all times. For the purposes of these Terms, good faith means all of the following, and breach of any element is a material breach:

• Honest Communication. Truthful, complete, and timely information at all times. No material omissions, no misrepresentation of your financial condition, transaction status, or intentions.
• Timely Cooperation. Substantive responses to information requests within 48 hours on live mandates. Making decision makers available for scheduled calls and counterparty meetings.
• Single Track Dealing. No parallel engagement of competing advisors on the same mandate without written disclosure and consent.
• Respect For Process. Following the agreed outreach strategy. No unauthorized direct contact with counterparties Financely has introduced or is negotiating with.
• Fair Payment Conduct. Paying invoices in full when due. Never using payment, non payment, or threatened non payment as a negotiation instrument.
• Budget Realism. Approving Justified Budget Increases under Section 5.4 or accepting the consequences of refusal set out there, rather than demanding expanded work at a frozen budget.
• Professional Conduct. Courteous, professional communication with Financely personnel and Experts. No shouting, insults, profanity directed at personnel, threats, ultimatums, or degrading language, in any channel.
• No False Accusations. No accusations of fraud, incompetence, theft, or misconduct against Financely or its Experts without documented factual basis presented through the dispute process in Section 24. Public or third party accusations made outside that process are treated as defamation and Prohibited Leverage Conduct.
• Confidential Handling. Protecting Financely's work product, strategy, counterparty identities, and commercial terms as Confidential Information.
• Non Disparagement. No negative statements about Financely to counterparties, investors, other clients, media, review platforms, or any third party, whether true, false, or opinion, except as legally compelled.

10.2 Consequence Of Bad Faith

Conduct falling below the Section 10.1 standard entitles Financely to suspend work immediately, demand written cure within 5 business days, and, if not cured or if the conduct is severe, terminate for cause with full fee retention and the remedies in Section 22. Severe conduct, including threats, abuse of personnel, false accusations, and Prohibited Leverage Conduct, requires no cure period and triggers immediate termination under Section 15.3.

11) Prohibited Coercion, Interference, And Leverage Tactics

11.1 Prohibited Leverage Conduct Defined

The following conduct constitutes Prohibited Leverage Conduct and is a material breach triggering immediate termination for cause and the full remedies in Section 22:

• Economic Duress And Commercial Coercion. Using threats of reputational harm, regulatory complaints, media contact, public postings, mass communications, or coordinated third party pressure to extract fee reductions, refunds, scope expansion, or any concession not owed under these Terms. A demand accompanied by an express or implied threat of harm to Financely's business is treated as attempted economic duress regardless of whether the demand itself has any merit.
• Tortious Interference With Business Relations. Contacting, soliciting, or coordinating with Financely's other clients, former clients, counterparties, Experts, vendors, or business partners for the purpose of gathering, generating, or amplifying negative material about Financely, inducing them to breach or terminate their relationships with Financely, or organizing collective pressure or collective claims against Financely.
• Use Of Extraneous Matters As Leverage. Invoking unrelated transactions, other clients' engagements, other clients' outcomes or grievances, historical matters, or any deal to which you are not a party, as leverage in negotiations with Financely, as a basis for threats, or as purported evidence in any demand. Other engagements are confidential to their own parties, are legally irrelevant to your engagement, and their invocation is bad faith per se. Each engagement stands alone on its own contract, scope, and facts.
• Abuse Of Process. Filing or threatening regulatory complaints, criminal referrals, arbitration claims, or court proceedings that are frivolous, brought for a collateral purpose, or intended primarily to pressure Financely into concessions rather than to resolve a genuine dispute on its merits.
• Manufactured Disputes. Fabricating, exaggerating, or retroactively reframing dissatisfaction, including reclassifying Outcome Dependent Items as promised results, in order to justify non payment, chargebacks, or public attacks.
• Proxy Conduct. Doing any of the above through affiliates, associates, employees, family members, advisors, anonymous accounts, or any other intermediary. Proxy conduct is attributed to you in full.

11.2 Liquidated Damages For Prohibited Leverage Conduct

You agree that Prohibited Leverage Conduct causes Financely harm that is real but difficult to quantify, including reputational damage, lost mandates, personnel disruption, and management time. Accordingly, you agree to pay, as liquidated damages and not as a penalty, 150,000 USD or three times the total engagement fee, whichever is greater, for each course of Prohibited Leverage Conduct, in addition to actual damages where provable, injunctive relief, and all recovery costs including full legal fees on an indemnity basis.

11.3 Preservation And Evidence

Financely logs and preserves all communications. You consent to Financely's use of all engagement communications, call recordings where lawfully made, and Platform records as evidence in any proceeding arising from Prohibited Leverage Conduct.

12) Counterparties, Third Parties, And External Decisions

12.1 No Control Over Counterparties

Counterparties decide independently whether to engage, on what terms, and on what timeline. Financely has no control over and no liability for counterparty decisions, delays, conditions, repricing, or withdrawal, at any stage including after term sheet issuance.

12.2 Third Party Terms

Licensed entities, placement agents, law firms, and other third parties engaged on a mandate act under their own terms, permissions, and professional rules. Your recourse for their acts or omissions lies against them, not against Financely.

12.3 No Warranty Of Counterparty Standing

Financely applies reasonable screening to counterparties but does not warrant their creditworthiness, regulatory standing, or performance. You must conduct your own diligence on any counterparty before transacting.

13) Verification, Impersonation, And Payment Security

13.1 Verification Rights

Financely may independently verify any information you provide, including through third party databases, direct counterparty contact, and background screening. You authorize all such verification.

13.2 Impersonation

Impersonating Financely, its personnel, or its Experts, or misrepresenting your relationship with Financely to any third party, is a material breach and will be reported to law enforcement and affected parties.

13.3 Payment Security

Financely may reject or return payments from unverified, high risk, or third party sources and may require source of funds documentation before applying any payment to an engagement.

14) Non Circumvention And Tail Period

14.1 Obligation

For 36 months from the earlier of engagement start or any introduction, you will not transact, directly or indirectly, with any Counterparty introduced by Financely or contacted on your behalf, without paying Financely's full arranger fee. This applies regardless of how the eventual transaction is structured, named, papered, or intermediated, and regardless of whether the transaction differs from the one originally contemplated.

14.2 Anti Evasion

Transacting through affiliates, new entities, relatives, nominees, or successive intermediaries does not avoid this obligation. Any transaction between your side and an introduced Counterparty within the tail period is rebuttably presumed to result from Financely's introduction, and the burden is on you to prove an independent pre-existing relationship with documentary evidence predating the introduction.

14.3 Remedy

Circumvention triggers payment of 100 percent of the arranger fee, plus 25 percent liquidated damages, plus all recovery costs on a full indemnity basis, plus injunctive relief where the transaction has not yet closed.

15) Termination. For Cause, Without Cause, And Immediate Triggers

15.1 Termination For Cause By Financely

Financely may terminate for cause, with all fees retained and all remedies preserved, upon any material breach, including breach of Sections 2, 6, 8, 9, 10, 11, 14, or 16.

15.2 Termination Without Cause By Financely

Financely may terminate any engagement without cause on 10 business days written notice, without obligation to give reasons. Circumstances in which Financely will typically exercise this right include, without limitation:

• Deterioration of the transaction's fundamentals such that continued outreach would damage Financely's counterparty relationships.
• Reputational risk associated with the Client, its principals, or the transaction that emerges after engagement.
• Loss of confidence in the Client's information, intentions, or capacity to close.
• Commercial non viability of continued effort relative to the mandate economics.
• Resource constraints, conflicts, or portfolio management decisions of Financely.

Upon termination without cause, fees earned to date are retained, unbilled work in progress is invoiced and payable, and neither party owes the other anything further except surviving obligations.

15.3 Immediate Termination Triggers. No Notice, No Cure

• Disrespectful, abusive, or degrading conduct toward Financely personnel or Experts, including insults, shouting, profanity directed at individuals, mockery, or discriminatory remarks, in any channel, on any occasion.
• Threats of any kind, including threats of violence, reputational harm, regulatory complaints used as leverage, litigation used as leverage, or exposure of confidential dealings.
• Accusing Financely or its Experts of fraud, theft, deception, or professional misconduct without first presenting a documented factual basis through the Section 24 dispute process.
• Refusal or constructive refusal, including silence beyond 5 business days, of a Justified Budget Increase under Section 5.4, where Financely elects termination rather than scope reduction.
• Any Prohibited Leverage Conduct under Section 11.
• Any chargeback or bad faith payment dispute.
• Any attempt to contact Financely's other clients or former clients regarding their engagements.
• Discovery of false KYC information, undisclosed litigation, undisclosed sanctions exposure, or forged documentation.
• Unauthorized disclosure of Financely work product, pricing, or counterparty identities.
• Second late payment on any mandate.

15.4 Break Up Fee

If you terminate early, abandon the transaction, freeze cooperation for more than 15 business days, or move the mandate to a competing advisor, you owe a break up fee equal to 50 percent of the remaining unbilled fees under the Engagement Agreement, plus all work in progress, plus all committed third party costs.

15.5 Effects Of Termination

• All Platform access ends immediately.
• All licenses to use deliverables terminate unless you are fully paid up, in which case the limited license under Section 17 survives for the specific transaction only.
• Non circumvention, confidentiality, non disparagement, waiver, indemnity, liability, and dispute provisions survive indefinitely.
• All unpaid amounts accelerate and become immediately due.

16) Confidentiality, Non Disparagement, And Misuse Of Information

16.1 Mutual Confidentiality

Each party will hold the other's Confidential Information in strict confidence and use it solely for the engagement. Disclosure is permitted only to advisors with a need to know who are bound by equivalent obligations, or as compelled by law with prompt notice where lawful.

16.2 Client Restrictions On Work Product

• No sharing of deliverables beyond direct transaction counterparties and bound advisors.
• No use of deliverables as templates for other transactions or for third parties.
• No disclosure of Financely's fee levels, pricing structures, methods, Expert identities, or counterparty lists to anyone.
• No disclosure of the existence or terms of the engagement without written consent.

16.3 Non Disparagement

During the engagement and at all times after, you will not make, publish, or cause to be made any disparaging statement about Financely, its Services, personnel, or Experts, in any forum, including review sites, social media, industry forums, and private communications to market participants. This clause applies to statements of fact and statements of opinion alike, and is subject only to disclosures compelled by law or made in confidential filings within the Section 24 process. Truth is not a defense to breach of this contractual clause; your agreed remedy for genuine dissatisfaction is the dispute process, not publication.

16.4 Liquidated Damages

Breach of Section 16.2 or 16.3 triggers liquidated damages of 50,000 USD or 100 percent of the engagement fee, whichever is greater, per breach, plus injunctive relief, plus takedown and remediation costs, plus full legal fees on an indemnity basis. Coordinated or repeated breaches are also Prohibited Leverage Conduct under Section 11 and stack with its remedies.

17) Intellectual Property And Use Of Deliverables

17.1 Ownership

All work product, methods, frameworks, templates, models, and materials are and remain Financely's exclusive property. You receive only a limited, non exclusive, non transferable, revocable license to use paid-for deliverables for the specific transaction in the Engagement Agreement.

17.2 Revocation

The license terminates automatically upon any material breach, non payment, or termination for cause. Continued use after revocation is intellectual property infringement and breach of contract.

17.3 Retained Rights

Financely retains the right to reuse its methods, structures, and anonymized learnings across its practice.

18) Warranty Disclaimers And Assumption Of Risk

18.1 As Is

The Platform and Services are provided as is and as available, without warranties of any kind, express, implied, statutory, or otherwise, including merchantability, fitness for purpose, non infringement, accuracy, and uninterrupted availability, all of which are disclaimed to the fullest extent permitted by law.

18.2 Assumption Of Risk

You assume all commercial risk of your transaction, including the risk that no financing is obtained, that terms are worse than hoped, that timelines extend, that counterparties withdraw, and that market conditions change. You acknowledge that these risks are inherent to capital markets and exist regardless of the quality of advisory work.

19) Waiver Of Claims And Release

19.1 Waiver

To the fullest extent permitted by applicable law, you irrevocably waive and release Financely, its owners, personnel, Experts, and affiliates from any and all claims, demands, causes of action, and liabilities of every kind, whether known or unknown, arising from or related to:

• The failure of any transaction, financing, or capital raise to occur, close, or achieve any particular terms.
• Any act, omission, decision, delay, or non performance of any Counterparty or third party.
• Your reliance on any deliverable, analysis, or communication outside its stated scope and purpose.
• Market movements, regulatory changes, or macroeconomic events affecting your transaction.
• Consequences of suspensions, timeline resets, or terminations resulting from your own breach, late payment, or lack of cooperation.
• Any claim based on alleged oral promises, marketing statements, or expectations not recorded in a signed Engagement Agreement.

19.2 Covenant Not To Sue

You covenant not to bring, fund, or assist any claim within the scope of Section 19.1 in any forum. Doing so is itself a breach entitling Financely to recover all defense costs on a full indemnity basis regardless of the claim's outcome.

19.3 Time Bar

Any claim you are permitted to bring notwithstanding Section 19.1 must be commenced under Section 24 within 6 months of the event giving rise to it. Claims not commenced within 6 months are permanently barred, and you expressly waive any longer limitation period otherwise available at law.

20) Indemnification

20.1 Client Indemnity

You will indemnify, defend, and hold harmless Financely, its owners, personnel, Experts, and affiliates from all claims, losses, damages, penalties, costs, and legal fees on a full indemnity basis arising from: (a) your information, representations, or documents; (b) your breach of these Terms or any law; (c) your transaction and dealings with counterparties; (d) your misuse of deliverables; (e) any claim by any third party connected to your conduct; (f) any Prohibited Leverage Conduct; and (g) any regulatory or enforcement matter caused by your acts or omissions.

20.2 Defense Control

Financely may control the defense of any indemnified claim with counsel of its choosing, at your cost. You may not settle any claim affecting Financely without Financely's prior written consent.

20.3 Financely Indemnity

Financely indemnifies you solely against third party claims finally determined to result from Financely's fraud or willful misconduct, and for nothing else. This is your exclusive indemnity from Financely.

21) Limitation Of Liability And Damages Cap

21.1 Absolute Cap

Financely's total aggregate liability for all claims of any kind, in contract, tort, negligence, misrepresentation, statute, or otherwise, is capped at the lesser of (a) the fees actually paid by you in the 6 months preceding the first event giving rise to liability, and (b) 25,000 USD. If no fees were paid, the cap is 500 USD. This cap is aggregate across all claims, all engagements, and all theories, and is not per claim.

21.2 Excluded Damages

Financely is never liable for lost profits, lost financing, lost opportunity, loss of expected transaction benefits, cost of replacement services, reputational harm, loss of data, or any indirect, consequential, incidental, special, exemplary, or punitive damages, even if advised of their possibility, and even if a remedy fails of its essential purpose.

21.3 Nothing Excluded That Cannot Be

Nothing in these Terms excludes liability that cannot be excluded under applicable law, including liability for fraud. All exclusions and caps apply to the fullest extent the law allows.

22) Financely Legal Remedies

22.1 Cumulative Remedies

All Financely remedies are cumulative. Exercise of one remedy does not waive any other. Upon your breach, Financely may pursue any combination of the following:

• Immediate Injunctive Relief. You agree that breaches of confidentiality, non disparagement, non circumvention, intellectual property, and Section 11 cause irreparable harm for which damages are inadequate. Financely is entitled to seek interim, interlocutory, and permanent injunctions, specific performance, takedown orders, and delivery up of materials, in any court of competent jurisdiction worldwide, without posting security or bond, and without this constituting a waiver of arbitration. You waive any objection to jurisdiction, venue, or forum non conveniens in such proceedings and waive any requirement that Financely prove actual damages as a condition of injunctive relief.
• Liquidated Damages. As specified in Sections 5.5, 11.2, 14.3, and 16.4, which you acknowledge are genuine pre-estimates of loss and not penalties.
• Fee Acceleration And Retention. Retention of all fees paid, acceleration of all unpaid amounts, and invoicing of all work in progress.
• Withholding And License Revocation. Withholding of all deliverables and revocation of all licenses to use work product.
• Debt Recovery. Referral to collections, enforcement of arbitral awards in any jurisdiction where you hold assets, and registration of judgments internationally.
• Reporting. Reports to regulators, law enforcement, financial intelligence units, payment processors, and banks where conduct warrants, with immunity from your claims for any good faith report.
• Corrective Publication. Where you have published false statements, Financely may publish factual corrections, including engagement records reasonably necessary to correct the record, and such publication is not a breach of Financely's confidentiality obligations, which you waive to the extent needed for correction.
• Full Indemnity Costs. Recovery of all legal, expert, and collection costs on a full indemnity basis for any breach related proceeding in which Financely substantially prevails.

23) Force Majeure

Financely is not liable for delay or failure caused by events beyond its reasonable control, including pandemics, wars, sanctions changes, banking system disruptions, government action, infrastructure failure, and Expert unavailability from such causes. Force majeure suspends Financely's performance obligations without penalty but never suspends your payment obligations for work performed.

24) Dispute Resolution. Mandatory Escalation, Arbitration, And Governing Law

24.1 Governing Law

These Terms and all Engagement Agreements, and all non contractual obligations arising from them, are governed by the laws of England and Wales, excluding conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

24.2 Exclusively Extra Judicial

24.3 Mandatory Tiered Escalation. Conditions Precedent

Each of the following steps is a strict condition precedent to the next. Any arbitration commenced without completing the prior tiers must be stayed or dismissed, with the non complying party bearing all resulting costs.

1. Written Notice Of Dispute. A detailed written notice identifying every claim, the specific contractual provisions relied on, all supporting documents, and the precise remedy sought. Claims and documents not included in the notice may not be raised later.
2. Executive Negotiation. 20 Business Days. Good faith negotiation between authorized senior representatives, with at least two documented sessions.
3. Structured Mediation. 30 Business Days. Confidential mediation before a mediator agreed by the parties or, failing agreement within 10 business days, appointed by the Centre for Effective Dispute Resolution (CEDR) in London. Mediation costs are shared equally and each party must attend through a representative with settlement authority.
4. LCIA Arbitration. Only after tiers 1 to 3 are exhausted may either party refer the dispute to arbitration under the LCIA Rules.

24.4 LCIA Arbitration Terms

• Seat: London, England. Language: English. Tribunal: One arbitrator appointed under the LCIA Rules.
• Confidentiality: The existence, content, submissions, evidence, and award of any arbitration are strictly confidential. Breach of arbitration confidentiality is itself a breach of Section 16 with its liquidated damages.
• Security For Costs. If the Client is the claimant, the Client shall, upon Financely's request, provide security for Financely's estimated defense costs, by deposit or bank guarantee, as a condition of the arbitration proceeding, and the tribunal is empowered and directed to order such security.
• Advance On Costs. The claimant bears 100 percent of the LCIA advance on costs. If Financely prevails in whole or substantial part, the Client bears all arbitration costs and Financely's legal fees on a full indemnity basis.
• Document Only Option. For claims under 100,000 USD, the arbitration is conducted on documents only, without hearing, unless the tribunal orders otherwise for exceptional cause.
• No Discovery Fishing. Document production is limited to documents specifically identified and demonstrably material. Broad or exploratory requests are excluded.
• Remedies Constraint. The tribunal may not award any damages excluded by Section 21, may not disregard the liability cap, may not disregard the time bar, and may not award punitive or exemplary damages against Financely.
• Finality. The award is final and binding. The parties waive all rights of appeal, review, and challenge to the fullest extent permitted by law, including under sections 45 and 69 of the Arbitration Act 1996.

24.5 No Class, Collective, Or Consolidated Claims

All claims must be brought in your individual capacity. You waive any right to bring or participate in any class, collective, representative, or consolidated proceeding against Financely, and you waive any right to coordinate claims with any other client or third party. Arbitrations may not be consolidated without Financely's written consent.

24.6 Asymmetric Injunctive Carve Out

For the avoidance of doubt, Financely alone retains the right under Section 22.1 to seek urgent injunctive relief and asset preservation in any court worldwide. This asymmetry is a bargained-for term reflecting that breaches of confidentiality, disparagement, circumvention, and coercion inflict immediate irreparable harm on Financely of a kind not mirrored on the Client side, and you acknowledge its reasonableness.

24.7 Continued Performance

The existence of a dispute never suspends your payment obligations. All invoices remain payable in full when due during any dispute process.

25) Miscellaneous

25.1 Entire Agreement

These Terms and each signed Engagement Agreement are the entire agreement. All prior discussions, representations, and marketing statements are superseded and non actionable. Each party confirms it has not relied on any representation not set out in writing herein, and liability for innocent or negligent misrepresentation is excluded.

25.2 Amendments

Financely may amend these Terms at any time by posting the updated version. Continued use after posting is acceptance. For live engagements, amendments apply 14 days after posting except amendments to fees already agreed, which require consent.

25.3 Severability And Blue Pencil

If any provision is held unenforceable, it is modified to the minimum extent needed to be enforceable, or severed if it cannot be, and the remainder continues in full force. The parties intend every restriction herein to be enforced to the maximum extent the law permits.

25.4 No Waiver By Conduct

No forbearance, indulgence, delay, or partial exercise of any right by Financely waives that right or any other. Waivers must be express, written, signed by an authorized Financely officer, and are strictly limited to their stated instance.

25.5 Assignment

You may not assign these Terms or any rights without Financely's written consent; any purported assignment is void. Financely may assign, novate, or subcontract freely.

25.6 No Partnership Or Agency

Nothing creates a partnership, joint venture, employment, or agency relationship. Neither party may bind the other.

25.7 Notices

Notices must be in writing to the addresses in the Engagement Agreement. Email notice is effective on sending absent a bounce.

25.8 Survival

Sections 1, 4.4, 5.5, 8, 11, 14, 16, 17, 18, 19, 20, 21, 22, 24, and 25 survive termination indefinitely.

25.9 Interpretation

Headings are for convenience only. "Including" means including without limitation. These Terms are the product of arm's length negotiation between commercial parties and shall not be construed against the drafter.

25.10 Acknowledgment

By using the Platform or Services, you confirm that you have read these Terms in full, understood them, had the opportunity to obtain independent legal advice, and accept them freely as a sophisticated commercial party.

Disclaimer: This page is for general information only. It does not constitute legal, tax, accounting, investment, or regulatory advice. Financely is a FinTech advisory platform. Financely is not a bank, not a direct lender, and not a registered securities broker-dealer. Where regulated activity is required, mandates are executed by appropriately licensed third party entities. All Services are best efforts advisory and arranging services. No financing or outcome is guaranteed. Any terms are subject to diligence, counterparty approvals, definitive documentation, and compliance screening. If you do not agree with these Terms in full, do not use the Platform or Services.