TERMS OF BUSINESS

BETWEEN:

(1) CHARTWELL INTERNATIONAL LIMITED, a company registered in England and Wales with its registered office at 8 Viceroy House, Mountbatten Business Centre, Millbrook Road East, Southampton SO15 1HY (“The Broker” / “We” / “Us“); and

(2) THE CLIENT, being the person, firm, or company engaging the services of The Broker (“You“).

  1. DEFINITIONS AND INTERPRETATION

1.1 In these Terms of Business, the following definitions apply:

  • “Agreement”: Means the agreement between The Broker and The Client, comprising these Terms of Business and any Confirmation of Instruction.
  • “Commencement Date”: The date on which we commence providing Services to you.
  • “Commission”: A sum of money paid to The Broker by a Lender or FX Provider upon completion of a transaction.
  • “Completion”: The date any Finance Agreement or FX Transaction becomes effective.
  • “Confirmation of Instruction”: A written confirmation (via email or letter) that you instruct The Broker to engage with services.
  • “Credit Broking Services”: The services provided by Us to arrange, source, or facilitate business finance, loans, or leasing.
  • “Fee”: Any Appraisal Fee, Broker Arrangement Fee, or Renewal Fee agreed upon for specific services.
  • “Finance Agreement”: A loan, lease, hire purchase, or credit agreement entered into by The Client.
  • “Finance Offer”: A written offer setting out proposed terms of finance issued by a Lender.
  • “FX Services”: The introductory services provided by Us to facilitate foreign exchange transactions via an authorised third-party provider.
  • “FX Provider”: The third-party foreign exchange partner (currently Sciopay Ltd) to whom we introduce The Client.
  • “Lender”: Any bank, financial institution, or funding partner to whom a Lending Proposal is presented.
  • “Lending Proposal”: The application for finance prepared by The Broker on behalf of The Client.
  • “Services”: The Credit Broking Services and/or FX Services provided under this Agreement.
  1. APPOINTMENT AND SCOPE

2.1 The Client appoints The Broker to act as its non-exclusive intermediary for the purpose of sourcing Business Finance and/or Foreign Exchange solutions.

2.2 The Broker acts as a Credit Broker in relation to funding and as an Introducer in relation to foreign exchange. We do not act as a Lender or a Principal in any financial transaction.

2.3 These Terms take effect from the Commencement Date and continue until terminated by either party in accordance with Clause 11.

  1. CREDIT BROKING SERVICES (FUNDING)

3.1 The Broker’s Obligations

3.1.1 We will assess your funding requirements and use reasonable endeavours to source a suitable facility from our panel of Lenders.

3.1.2 We will prepare and submit a Lending Proposal to Lenders we believe are best placed to meet your requirements.

3.1.3 We will explain the key features of any Finance Offer received, including any potential risks, to allow you to make an informed decision.

3.1.4 We act as your agent in sourcing finance, but we may also receive commission from the Lender (see Clause 5).

3.2 The Client’s Obligations

3.2.1 You agree to provide all information and documentation reasonably required by Us or the Lender to assess the Lending Proposal accurately and promptly.

3.2.2 You warrant that all information provided is true, accurate, and complete. You acknowledge that Lenders rely on this information to make credit decisions.

3.2.3 You agree not to simultaneously instruct other brokers for the same specific funding requirement without our prior written consent, as multiple applications can negatively impact your credit profile.

3.2.4 You acknowledge that the final decision to lend rests solely with the Lender. We have no control over credit decisions or the withdrawal of Finance Offers.

  1. FOREIGN EXCHANGE SERVICES (FX)

4.1 Scope of FX Services

4.1.1 In relation to FX, our role is to introduce you to our authorised FX Provider (currently Sciopay Ltd) and we remain as your sole service provider.

4.1.2 We do not provide execution services, hold client funds, or provide regulated investment or hedging advice.

4.2 The Client’s FX Obligations

4.2.1 You acknowledge that any FX transaction is a direct contract between You and the FX Provider. You agree to be bound by the FX Provider’s separate Terms and Conditions.

4.2.2 You are responsible for ensuring that any forward contracts or spot trades meet your commercial requirements. We are not liable for market fluctuations or the timing of trade execution.

  1. FEES AND REMUNERATION

5.1 Commission

5.1.1 Funding: We typically receive a Commission from the Lender upon the successful completion of a Finance Agreement. The amount may vary depending on the product and the Lender.

5.1.2 FX: We may receive a Commission or revenue share from the FX Provider based on the volume or spread of the trades you execute.

5.2 Broker Fees (Funding Only)

5.2.1 In specific cases (e.g., complex restructuring), we may charge a Broker Arrangement Fee for our services.

5.2.2 Any such Fee will be agreed upon with you in writing (via a Fee Agreement or Confirmation of Instruction) prior to us undertaking the work.

5.2.3 Unless otherwise agreed, Fees are payable upon the successful acceptance of a Finance Offer or Completion of the facility.

  1. DATA PROTECTION AND CONFIDENTIALITY

6.1 Both parties agree to comply with all applicable Data Protection Legislation (including the UK GDPR and Data Protection Act 2018).

6.2 We will process your personal and business data as a Data Controller for the purpose of sourcing finance or FX services.

6.3 You explicitly consent to us sharing your data with: * Our panel of Lenders and credit reference agencies for underwriting purposes. * Our FX Provider for the purpose of account opening and compliance checks. * Third-party fraud prevention agencies.

6.4 We will maintain professional secrecy regarding your affairs and will not disclose confidential information to third parties except as required to perform the Services or by law.

  1. EXCLUSIONS AND LIMITATION OF LIABILITY

7.1 The Broker shall have no liability for: * Any economic loss (whether direct, indirect, or consequential), including loss of profit, business, goodwill, or anticipated savings. * Losses arising from the refusal of a Lender or FX Provider to offer facilities. * Losses arising from market movements in foreign exchange rates. * The acts or omissions of the Lender or FX Provider.

7.2 Nothing in this Agreement limits liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

7.3 Our total liability to you in connection with this Agreement shall be limited to the amount of Fees or Commission received by Us in relation to your business in the 12 months preceding the claim.

  1. TERMINATION

9.1 Either party may terminate this Agreement by giving written notice to the other.

9.2 Termination will not affect: * Any Commission due to The Broker for transactions already Completed or in progress. * The validity of any active Finance Agreements or FX trading accounts you have established.

  1. ASSIGNMENT AND THIRD PARTIES

10.1 This Agreement is personal to The Client and may not be assigned without our prior written consent.

10.2 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

  1. GOVERNING LAW AND JURISDICTION

11.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

11.2 The parties irrevocably agree to submit to the exclusive jurisdiction of the Courts of England and Wales.