Terms & Conditions
Client Engagement Agreement

These Terms and Conditions ("Terms") constitute a legally binding agreement between finconduit Ltd. ("finconduit", "we", "us", or "our") and the individual or organisation ("Client", "you", or "your") engaging our services or accessing our website at finconduit.com.

By executing an engagement letter, submitting a signed purchase order, providing a formal mandate, or otherwise engaging our services, you confirm that you have read, understood, and agree to be bound by these Terms in their entirety. Where you engage on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation.

Amendments to these Terms

finconduit reserves the right to amend these Terms at any time. Where amendments are material, we will notify active clients by email with a minimum of 30 days' notice before the changes take effect. Continued use of our services following that notice period constitutes acceptance of the revised Terms.

The version of these Terms applicable to your engagement is the version in force at the date of your engagement letter or, for website users, the version published at the date of access.

finconduit provides specialist regulatory advisory and banking access facilitation services to licensed and licence-seeking financial institutions. Our services are delivered exclusively on a business-to-business basis. We do not provide services directly to retail consumers.

The specific scope of services, deliverables, timelines, and fees applicable to your engagement are set out in your engagement letter. The table below describes the principal service lines finconduit offers and their key exclusions:

Changes to scope

Any material change to the agreed scope of services must be documented in a written scope change notice signed by both parties. Verbal instructions to expand scope will not be binding on finconduit. Additional fees may apply to scope extensions and will be agreed in writing before work commences.

Regulatory outcomes

finconduit does not guarantee any specific regulatory outcome, including but not limited to: the grant of any licence or authorisation; successful onboarding by any banking partner; the passing of any regulatory examination; or a favourable outcome in any regulatory proceeding. Our advisory work is provided on a reasonable endeavours basis only.

All intellectual property in finconduit's methodologies, frameworks, templates, analytical tools, proprietary databases, and pre-existing materials ("finconduit IP") remains the exclusive property of finconduit Ltd. Nothing in these Terms or any engagement letter transfers ownership of finconduit IP to you.

Deliverables and work product

Upon full payment of all fees due, finconduit grants you a non-exclusive, non-transferable, royalty-free licence to use the written deliverables produced for your engagement (the "Work Product") solely for your internal compliance and regulatory purposes. This licence does not extend to:

• Sublicensing, selling, or distributing Work Product to third parties
• Using Work Product to create competing advisory products or services
• Publishing, disclosing, or sharing Work Product with regulators without prior written consent (except where legally required)
• Modifying Work Product without retaining appropriate attribution to finconduit
• Using finconduit's name, logo, or brand in external communications without prior written approval

Client materials

You retain all intellectual property rights in materials you provide to finconduit for the purpose of the engagement ("Client Materials"). By providing Client Materials, you grant finconduit a limited licence to use those materials solely for the purposes of delivering the agreed services.

finconduit exercises professional care and diligence in providing its services. We maintain professional indemnity insurance appropriate to the nature of our work. However, our liability is subject to the limitations set out in this section and in your engagement letter.

Limitation of liability

To the maximum extent permitted by applicable law, finconduit's aggregate liability to you for any and all claims arising from or in connection with an engagement (whether in contract, tort, negligence, breach of statutory duty, or otherwise) shall be limited to the total fees paid by you to finconduit in the twelve-month period immediately preceding the event giving rise to the claim.

Regulatory and banking outcomes

• finconduit makes no representation that any banking partner will open an account for you or maintain an existing relationship
• finconduit is not responsible for decisions made by regulatory authorities, banking partners, or other third parties
• Changes in regulatory policy, bank risk appetite, or correspondent banking standards are outside our control
• We do not warrant that any deliverable will satisfy the requirements of any specific regulatory body or banking partner
• We are not responsible for delays caused by third party banking partners, regulatory authorities, or government agencies

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

The successful delivery of finconduit's services is materially dependent on your cooperation, the accuracy of information you provide, and your ability to fulfil the following obligations. Failure to do so may affect our ability to deliver services and may constitute grounds for suspension or termination of the engagement.

General client obligations

• Provide complete, accurate, and current information and documentation as required for the engagement
• Appoint a designated point of contact with appropriate seniority and decision-making authority
• Respond to requests for information, approval, and feedback within the timescales agreed in the engagement letter
• Ensure that all individuals within your organisation involved in the engagement cooperate fully with finconduit
• Notify finconduit promptly of any material change in your regulatory status, ownership, or business activities
• Pay all fees in accordance with the payment terms set out in your engagement letter and Section 07 of these Terms

Specific obligations for regulated firms

Given the regulatory context of finconduit's work, institutional clients who are themselves regulated entities accept additional obligations:

• You warrant that you hold all licences, authorisations, and registrations required to lawfully operate your business at the time of engagement and throughout the engagement period
• You warrant that all documentation provided to finconduit is genuine, current, and not subject to any undisclosed material restriction
• You are solely responsible for compliance with all applicable laws and regulations governing your business, including but not limited to AML, KYC, sanctions, and data protection obligations
• You will not use finconduit's services to circumvent or delay compliance with any regulatory requirement, enforcement action, or supervisory finding
• You will promptly notify finconduit of any ongoing or anticipated regulatory investigation, enforcement action, or material supervisory finding that may be relevant to the engagement
• Where your engagement relates to a licence application, you warrant that all statements made in connection with that application are truthful and accurate

finconduit maintains a zero-tolerance policy toward bribery and corruption in all its forms. Both parties commit to conduct their activities in compliance with the Bribery Act 2010, the US Foreign Corrupt Practices Act (where applicable), and all applicable anti-bribery and corruption legislation.

finconduit's commitments

• finconduit does not offer, give, promise, or authorise bribes or improper payments to any person, public official, or private party
• We maintain adequate procedures under the Bribery Act 2010 and train all staff on anti-bribery obligations
• We do not make facilitation payments, regardless of local custom or practice
• Our fee structures are transparent, documented, and provided for legitimate professional services only
• We conduct risk-based due diligence on third-party introducers and sub-contractors

Client obligations

By engaging finconduit, you represent and warrant that:

• Neither you nor any of your officers, directors, or employees has offered, given, or received any bribe or improper advantage in connection with this engagement or your underlying business
• You maintain adequate anti-bribery procedures appropriate to the nature and scale of your business
• You will promptly notify finconduit of any suspected or actual bribery incident that you become aware of in connection with our work
• You will not request or require finconduit to make any payment or provide any benefit that could constitute a bribe

Fees for finconduit's services are set out in the applicable engagement letter. The following general payment terms apply to all engagements unless expressly varied in writing.

Invoicing and payment

• All invoices are payable within 30 days of the invoice date unless otherwise agreed
• Payment is accepted by bank transfer in GBP, EUR, or USD to the bank account details specified on our invoice
• All fees are exclusive of VAT, which will be charged at the applicable UK rate where finconduit is required to charge it
• Disbursements (including travel, document authentication, courier, and filing fees) are charged at cost plus a 10% administrative fee
• Invoices unpaid after 30 days will accrue interest at 2% per month compounded monthly, without prejudice to other remedies

Disputed invoices

If you dispute an invoice in good faith, you must notify finconduit in writing within 14 days of the invoice date, specifying the grounds for dispute. Undisputed portions of any invoice remain payable on the standard payment terms. finconduit will not suspend services pending resolution of a bona fide dispute raised in a timely manner.

Refunds and cancellation

Fees paid in advance are generally non-refundable except where finconduit fails to commence the agreed services within the timeframe set out in the engagement letter, or where finconduit terminates the engagement without cause. Where an engagement is cancelled by you, fees already earned for work completed will be retained; prepaid fees for undelivered work will be refunded on a pro-rata basis at finconduit's reasonable discretion.

Both parties acknowledge that in the course of the engagement, each may disclose or receive information of a commercially sensitive, technically proprietary, or strategically significant nature ("Confidential Information"). Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent.

What constitutes Confidential Information

• All engagement materials, assessments, reports, recommendations, and deliverables
• finconduit's methodologies, frameworks, templates, pricing structures, and commercial arrangements
• Client regulatory documentation, licence applications, AML/KYC files, and banking correspondence
• Financial information, business strategy, and ownership or control structures of either party
• Correspondence between the parties related to the engagement
• All information marked as "Confidential" or that a reasonable person would recognise as confidential in nature

Permitted disclosures

Confidential Information may be disclosed where:

• Required by applicable law, court order, or binding regulatory requirement (with prior notice to the other party where legally permissible)
• Necessary for the performance of the engagement to authorised sub-contractors or panel advisors who are subject to equivalent confidentiality obligations
• The information was already in the public domain at the time of disclosure through no fault of the receiving party
• The receiving party can demonstrate independent development without recourse to the disclosing party's Confidential Information

Media and external communications

Neither party shall make any public announcement, press release, or external communication referencing the engagement or the other party without prior written approval. finconduit may list your organisation as a client reference with your prior written consent. You may not use finconduit's name or branding to imply endorsement of your business without our express written agreement.

These Terms, and any non-contractual obligations arising in connection with them, are governed by English law. The following provisions apply to the interpretation, enforcement, and dispute resolution of these Terms:

Entire agreement

These Terms, together with the applicable engagement letter, constitute the entire agreement between the parties in respect of the subject matter hereof and supersede all prior representations, warranties, agreements, and understandings, whether written or oral. Neither party has relied on any representation not expressly set out in these Terms or the engagement letter.

Waiver

No failure or delay by either party in exercising any right, power, or privilege under these Terms shall operate as a waiver of that right, power, or privilege. No single or partial exercise of any right precludes any other or further exercise of that right or the exercise of any other right.

Force majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms to the extent that such delay or failure results from circumstances beyond the reasonable control of that party, including acts of God, war, pandemic, regulatory emergency measures, or critical infrastructure failures. The affected party shall notify the other promptly and use reasonable endeavours to mitigate the impact.