Terms and Conditions

Aliant Advisory, operated by [full legal name, legal form and registration details], with registered office at [address] (“Aliant Advisory”, “we”, “us” or “our”); and

the individual or legal entity accepting these Terms through the Aliant Advisory website or Marketplace portal (“you” or “your”).

If you accept these Terms on behalf of a company, fund, trust, foundation or other organisation, you confirm that you are authorised to bind that organisation.

1. Purpose and scope

1.1 Aliant Advisory operates a marketplace and relationship platform through which it may identify, evaluate and facilitate introductions between persons seeking or offering business, investment, financing, acquisition, disposal, advisory, strategic or other commercial opportunities.

1.2 By accepting these Terms, you appoint Aliant Advisory on a non-exclusive basis to make or facilitate introductions to potential buyers, sellers, investors, lenders, advisers, service providers, strategic partners and other counterparties within or connected to its network.

1.3 Aliant Advisory’s role under these Terms is principally that of an introducer and transaction facilitator. Unless expressly agreed in a separate written agreement, Aliant Advisory is not appointed to provide legal, tax, accounting, valuation, technical or other professional advice.

1.4 These Terms apply to each opportunity, profile, project, transaction or request submitted by you through the Marketplace, unless Aliant Advisory confirms otherwise in writing.

2. Marketplace introductions

2.1 Aliant Advisory may, in its discretion:

• review information submitted by you;
• determine whether to publish, circulate or otherwise present your opportunity;
• introduce you or your opportunity to potential counterparties;
• facilitate communications or meetings;
• provide reasonable assistance in progressing discussions; and
• identify related opportunities or parties that may be relevant to you.

2.2 Aliant Advisory does not guarantee that it will publish your opportunity, approve your submission, identify an appropriate counterparty, make an introduction, obtain an offer, secure funding or investment, or assist in completing a transaction.

2.3 Aliant Advisory may decline, suspend, remove or discontinue any listing, submission, introduction or communication at any time, including where it considers that doing so is appropriate for commercial, compliance, reputational, legal, regulatory or operational reasons.

2.4 You remain solely responsible for evaluating any potential counterparty, opportunity, proposal, offer, investment, financing or transaction and for obtaining your own independent professional advice.

3. Your information and authority

3.1 You represent and warrant that:

• all information and materials supplied by you are accurate, complete and not misleading in any material respect;
• you have authority to provide the information and submit the opportunity;
• you have all necessary rights, consents and permissions for Aliant Advisory to use, review, store and share the information for the purposes described in these Terms;
• the opportunity and proposed transaction comply with applicable law;
• your submission does not infringe any third-party rights; and
• you will promptly notify Aliant Advisory of any material change or inaccuracy.

3.2 You authorise Aliant Advisory to share information concerning you and your opportunity with selected potential counterparties, advisers, service providers and other persons where Aliant Advisory considers that disclosure may facilitate an introduction or transaction.

3.3 Unless agreed otherwise in writing, you are responsible for determining what information may be disclosed and for marking any information that you consider confidential.

3.4 Aliant Advisory may require a confidentiality agreement or other restrictions before sharing particular information. However, Aliant Advisory does not guarantee that information will remain confidential unless it has expressly agreed to do so in writing.

4. Success fee

4.1 If a transaction is completed, directly or indirectly, with an Introduced Party, you shall pay Aliant Advisory a success fee equal to 5% of the Total Transaction Value, unless Aliant Advisory has been formally engaged under a separate written agreement that expressly governs the relevant transaction or fee.

4.2 For purposes of these Terms:

• “Introduced Party” means any individual, legal entity, private or public company, regulated entity, fund, trust, foundation, adviser, service provider, strategic partner or other counterparty that Aliant Advisory has introduced, identified, referred, connected or brought to your attention, whether directly or indirectly.
• “Introduction” includes an introduction made by email, telephone, meeting, online platform, data room, messaging service, referral, shared contact details or any other means.
• “Transaction” means any sale, purchase, acquisition, disposal, merger, investment, subscription, financing, refinancing, loan, capital raising, joint venture, partnership, strategic arrangement, appointment, supply arrangement, service engagement, licensing arrangement or other commercial arrangement involving you, your opportunity, your assets, business or interests.
• “Total Transaction Value” means the total value of all consideration or economic benefit agreed, paid, payable, transferred or committed in connection with the Transaction, whether paid in cash or in kind and whether payable at completion, in instalments, contingently or otherwise.

4.3 The Total Transaction Value includes, where applicable:

• cash consideration;
• deferred consideration;
• earn-outs and contingent consideration;
• assumed, refinanced or discharged debt;
• equity, shares, securities or other ownership interests;
• options, warrants or similar rights;
• property or non-cash consideration;
• payments to related parties;
• fees, commissions or other economic benefits forming part of the arrangement; and
• any other consideration or benefit received or to be received in connection with the Transaction.

4.4 If the Total Transaction Value is not stated in cash, is partly non-cash, is contingent or cannot reasonably be determined at completion, the value shall be determined in good faith by reference to the agreed value, fair market value or the amount reasonably attributable to the relevant consideration. Any later or contingent consideration shall attract an additional success fee when it is received, becomes payable or is otherwise determined.

4.5 Unless expressly agreed otherwise in writing, the success fee is exclusive of VAT or any similar applicable tax.

5. When the fee applies

5.1 The success fee applies where all of the following circumstances exist:

• Aliant Advisory made or facilitated an Introduction;
• You accepted these Terms through the Marketplace platform;
• a Transaction is subsequently completed with the Introduced Party;
• Aliant Advisory is not otherwise formally engaged under a separate written agreement governing the relevant Transaction; and
• the Transaction is completed directly, indirectly, through a related party or through another entity connected to the Introduced Party.

5.2 The success fee applies whether the Transaction is completed by you or by:

• a parent, subsidiary or affiliate;
• a shareholder, director, partner, trustee, beneficiary or beneficial owner;
• a related party;
• an entity formed, acquired or used for the purpose of completing the Transaction;
• an investment vehicle, fund or nominee; or
• any other person or entity acting on your behalf or in connection with you.

5.3 The fee also applies if the Transaction is structured as a series of related transactions or arrangements, or if the parties initially introduced through the Marketplace later complete a different or expanded transaction.

5.4 Unless a different period is agreed in writing, these Terms apply to a Transaction completed during the period beginning on the date of the Introduction and ending 24 months after the later of:

• the date of the relevant Introduction; or
• the date on which active discussions concerning the relevant opportunity or Transaction last took place.

5.5 If you believe that a proposed counterparty was already known to you or was already in substantive discussions with you before Aliant Advisory’s Introduction, you must notify Aliant Advisory in writing within five business days after the Introduction and provide reasonable supporting details. Otherwise, the counterparty may be treated as an Introduced Party for purposes of these Terms.

6. Reporting and payment

6.1 You shall notify Aliant Advisory promptly, and in any event within five business days, if:

• discussions with an Introduced Party progress beyond an initial contact;
• an offer, term sheet, mandate, letter of intent or similar arrangement is signed;
• a Transaction is agreed or completed; or
• any consideration becomes payable or is received.

6.2 You shall provide sufficient information to enable Aliant Advisory to calculate the success fee, including the nature and value of the Transaction and the relevant payment terms.

6.3 The success fee shall be invoiced on completion of the relevant Transaction and shall be payable within 10 business days of the invoice date, unless a different period is stated on the invoice or agreed in writing.

6.4 Where consideration is payable in stages, contingently or over time, the applicable portion of the success fee shall be payable when the corresponding consideration is paid, becomes payable or is otherwise determined.

6.5 You shall not avoid, reduce or defer the success fee by restructuring the Transaction, routing it through another entity or person, changing its form, delaying completion or using a related party or intermediary.

6.6 If you fail to provide information reasonably required to calculate the success fee, Aliant Advisory may calculate it on the basis of the information reasonably available to it, subject to correction when accurate information is provided.

6.7 Overdue amounts may accrue interest at the rate of 9% per month or the maximum rate permitted by applicable law, whichever is lower, together with reasonable recovery costs.

7. Separate advisory engagements

7.1 If Aliant Advisory is separately appointed to provide advisory, legal, strategic, transaction, consulting or other professional services, the scope, fees and terms of those services shall be governed by a separate written engagement agreement.

7.2 Unless the separate written engagement agreement expressly states otherwise, these Terms continue to apply to introductions made through the Marketplace.

7.3 Nothing in these Terms creates an attorney-client, investment adviser, fiduciary, agency, partnership, employment or joint-venture relationship between you and Aliant Advisory.

8. No guarantee and independent assessment

8.1 You acknowledge that Aliant Advisory does not guarantee:

• publication or approval of your submission;
• an Introduction;
• the suitability, solvency, legitimacy or reliability of any counterparty;
• funding, investment or financing;
• receipt or acceptance of an offer;
• regulatory approval;
• the accuracy or completeness of information provided by a counterparty; or
• completion of any Transaction.

8.2 You are responsible for conducting your own due diligence and obtaining independent legal, tax, accounting, financial, regulatory and other professional advice before entering into any arrangement.

8.3 Aliant Advisory does not make any representation or warranty concerning the commercial, legal, financial, tax, regulatory or technical merits of any opportunity, counterparty or Transaction.

9. Compliance and regulated activities

9.1 Each party shall comply with all applicable laws and regulations, including those concerning anti-bribery and corruption, sanctions, anti-money laundering, counter-terrorist financing, data protection, financial promotions, securities, investments, lending, broking, licensing and market abuse.

9.2 You shall not use the Marketplace or any Introduction for an unlawful purpose or in a manner that could expose Aliant Advisory to legal, regulatory or reputational risk.

9.3 Aliant Advisory may decline or discontinue an Introduction or Transaction-related activity where it reasonably considers that legal, regulatory, compliance or reputational concerns exist.

10. Confidentiality and data protection

10.1 Each party shall keep confidential non-public information received from the other party and shall use it only for evaluating, facilitating or completing a potential Transaction, except where disclosure is required by law or to professional advisers, affiliates, service providers or potential counterparties who need to receive it for that purpose.

10.2 The confidentiality obligations do not apply to information that:

• is or becomes public through no breach of these Terms;
• was lawfully known before disclosure;
• is received lawfully from a third party without confidentiality restrictions; or
• is independently developed without using the confidential information.

10.3 Aliant Advisory may process personal data in accordance with its Privacy Policy, available at [insert link], and applicable data protection law.

10.4 You confirm that you have the right to provide any personal data submitted to Aliant Advisory and to authorise its processing and disclosure as contemplated by these Terms.

11. Limitation of liability

11.1 To the maximum extent permitted by law, Aliant Advisory shall not be liable for any indirect, consequential, special or punitive loss, loss of profit, loss of revenue, loss of opportunity, loss of goodwill or loss of anticipated savings arising out of or in connection with these Terms, an Introduction or a Transaction.

11.2 To the maximum extent permitted by law, Aliant Advisory’s aggregate liability arising out of or in connection with these Terms shall not exceed the total success fees actually paid to Aliant Advisory by you during the 12 months preceding the event giving rise to the claim.

11.3 Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, fraudulent misrepresentation, wilful misconduct or death or personal injury caused by negligence, where applicable law prohibits such exclusion or limitation.

11.4 You shall indemnify Aliant Advisory against losses, liabilities, claims, costs and expenses arising from your breach of these Terms, inaccurate or misleading information supplied by you, your unlawful conduct or your Transaction with an Introduced Party, except to the extent caused by Aliant Advisory’s fraud or wilful misconduct.

12. Termination

12.1 Either party may terminate these Terms by written notice.

12.2 Termination shall not affect:

• rights or obligations accrued before termination;
• any success fee relating to a Transaction completed before termination; or
• any success fee relating to a Transaction completed within the period specified in clause 5.4 following an Introduction made before termination.

12.3 Aliant Advisory may suspend or terminate access to the Marketplace immediately where it reasonably considers that you have breached these Terms, supplied misleading information, failed to pay amounts due, created a compliance concern or acted in a manner that may harm Aliant Advisory or its network.

13. Electronic acceptance

13.1 By selecting the acceptance checkbox and clicking the relevant acceptance button, you confirm that:

• you have read and understood these Terms;
• you agree to be legally bound by them;
• you accept the 5% success fee and the circumstances in which it becomes payable;
• the information supplied by you is accurate and complete;
• you have authority to accept these Terms; and
• you consent to electronic contracting and electronic records.

13.2 Your electronic acceptance, together with the associated electronic records, shall constitute your signature and evidence of your agreement to these Terms.

13.3 Aliant Advisory may retain records of your acceptance, including your name, organisation, email address, IP address, date, time, version of these Terms and relevant audit-log information.

13.4 You agree that notices, invoices, confirmations and other communications may be delivered electronically to the email address or account associated with your Marketplace submission.

13.5 If applicable law requires a particular form of signature or execution, the parties shall use that form.

14. General

14.1 These Terms, together with the Privacy Policy and any documents expressly incorporated by reference, constitute the entire agreement concerning Marketplace introductions.

14.2 Any amendment to these Terms must be made in writing. Updated terms shall not affect a success-fee entitlement arising from an Introduction made before the updated terms became effective unless expressly agreed otherwise.

14.3 You may not assign or transfer your rights or obligations under these Terms without Aliant Advisory’s prior written consent. Aliant Advisory may assign or transfer these Terms to an affiliate, successor or purchaser of its business.

14.4 If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in effect.

14.5 A failure or delay in exercising a right does not constitute a waiver of that right.

14.6 Nothing in these Terms creates rights for any third party.

15. Governing law and jurisdiction

15.1 These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by the laws of the Republic of Cyprus.

15.2 The courts of the Republic of Cyprus shall have exclusive jurisdiction over any dispute arising out of or in connection with these Terms, unless the parties agree otherwise in writing.