Terms of Use, Client Engagement & Legal Framework

1.1These Terms of Use, Client Engagement & Legal Framework ("Terms") are issued by Epiidosis Global Finance LLC-FZ, a limited liability company registered in a United Arab Emirates free zone under licence number 2422472.01, with its registered office at Meydan Grandstand, 6th Floor, Meydan Road, Nad Al Sheba, Dubai, UAE (the "Company", "Epiidosis", "we", "us" or "our").

1.2These Terms govern (a) access to and use of the website located at epiidosisglobalfin.com and any successor domain, subdomain, mobile interface or digital channel operated by the Company (together, the "Website"), and (b) to the extent expressly incorporated by reference into a signed Engagement Agreement, the contractual relationship between the Company and a client (a "Client").

1.3By accessing, browsing or using the Website, or by submitting an enquiry, application or request for services through the Website, a visitor or user (a "User") agrees to be bound by these Terms. A User who does not agree with any part of these Terms must discontinue use of the Website immediately.

1.4These Terms do not, by themselves, create a client relationship, a fiduciary relationship, an advisory mandate or a contractual obligation to provide any service. A binding professional relationship arises only upon execution of a written Engagement Agreement in accordance with Section 5 (Engagement Hierarchy).

1.5Corporate separation. Epiidosis Global Finance LLC-FZ is a distinct legal entity from Epiidosis Investments L.L.C. and from any other entity bearing the "Epiidosis" name or a similar trade name. No licence, authorisation, regulatory status, contractual right, liability, asset, guarantee or obligation of one such entity may be inferred, imputed or attributed to another merely by reason of shared branding, common ownership, common management, referral or affiliation. Users and Clients should verify, in respect of any specific transaction, which Epiidosis entity is the contracting party.

2.1In these Terms, unless the context otherwise requires:

• "AML/CFT Policy" means the Company's Public AML/CFT, Sanctions & Financial Crime Compliance Policy as published on the Website and amended from time to time.
• "Applicable Law" means the federal laws of the United Arab Emirates, the laws and regulations of the Emirate of Dubai, the rules of the free zone in which the Company is registered, and any other law that applies to the Company, a Client or a transaction by reason of subject matter, territory, nationality or residence.
• "Central Bank" means the Central Bank of the United Arab Emirates.
• "Client" means a natural or legal person that has entered into a written Engagement Agreement with the Company.
• "Engagement Agreement" means a signed letter of engagement, advisory mandate, service agreement or comparable document executed between the Company and a Client.
• "Personal Data" has the meaning given in the Privacy & Data Protection Policy.
• "Regulatory Disclosure" means the Company's Regulatory Disclosure, Financial Services Disclaimer & Transaction Risk Statement as published on the Website.
• "Services" means the advisory, structuring, introductory and related services described in Section 6, as further defined and limited by an Engagement Agreement.
• "Third-Party Provider" means a bank, lender, investor, fund, insurer, law firm, accountancy firm, valuer, auditor, technology provider, compliance provider or other independent counterparty introduced by, or engaged alongside, the Company.

2.2Headings are for convenience only and do not affect interpretation. References to "writing" include email unless an Engagement Agreement requires a different form. Singular includes plural and vice versa. References to a "person" include natural persons, companies and other legal entities.

2.3These Terms should be read together with the Privacy & Data Protection Policy, the AML/CFT Policy and the Regulatory Disclosure, each of which is incorporated by reference and available on the Website.

3.1Eligibility. The Website is intended for corporate, institutional and professional audiences considering, or already engaged in, a business relationship with the Company. By using the Website, a User represents that they have the legal capacity to enter into these Terms and, where acting on behalf of an entity, that they are duly authorised to do so.

3.2Permitted use. A User may view, and where functionality is provided, submit enquiries through, the Website for lawful business purposes only. A User must not: (a) use the Website in a manner that breaches Applicable Law; (b) misrepresent their identity, authority or the entity they represent; (c) use automated means to scrape, harvest or systematically extract Website content or data without prior written consent; (d) reproduce, resell or redistribute Website content for commercial purposes without authorisation; or (e) use the Website to transmit unsolicited commercial communications.

3.3No warranty of availability. The Company does not warrant that the Website will be uninterrupted, error-free, secure or available at all times. The Company may suspend, restrict or discontinue any part of the Website, including any calculator, portal or client-facing tool, without notice for maintenance, security, legal or business reasons.

3.4Accuracy of content. The Company takes reasonable care in preparing Website content but does not warrant that all information is complete, current or free of error. Content is subject to change without notice. Section 9 (Online Calculators, incorporated by reference into the Regulatory Disclosure) applies to any interactive estimation tool made available on the Website.

3.5Third-party links. The Website may contain links to third-party websites, portals or resources for convenience only. Inclusion of a link does not constitute endorsement, and the Company is not responsible for the content, accuracy, security or practices of any linked third-party resource.

3.6Age and jurisdiction restrictions. The Website is not directed at, and must not be used by, persons under the age of 18, or by persons in a jurisdiction where accessing the Website or engaging the Company's Services would be unlawful. Users are responsible for compliance with the law of their own jurisdiction.

4.1Formation. A Client relationship is formed only when: (a) the Company has completed its onboarding, know-your-customer and know-your-business review to its satisfaction; (b) a written Engagement Agreement has been executed by both parties; and (c) any conditions precedent stated in the Engagement Agreement have been satisfied. General Website browsing, informal correspondence, attendance at a meeting or receipt of a preliminary proposal does not, by itself, create a Client relationship.

4.2Pre-engagement communications. Discussions, indicative term sheets, non-binding proposals, presentations, calculators and preliminary correspondence exchanged prior to execution of an Engagement Agreement are exploratory only, are not binding on either party, and do not constitute advice, a commitment to act, or a representation that an engagement will proceed on those terms.

4.3Capacity and authority. A Client represents and warrants on a continuing basis that: (a) it has full legal capacity and corporate authority to enter into the engagement; (b) the individual signing on its behalf is duly authorised; (c) the information it provides is accurate, current and not misleading; and (d) it will promptly notify the Company of any material change to information previously provided, including changes in beneficial ownership, control, financial condition or regulatory status.

4.4Independent client decision-making. The Company's Services support, but do not replace, the Client's own commercial judgment. Except to the extent expressly undertaken in a signed Engagement Agreement, the Company does not act as the Client's agent for the purpose of binding the Client to third parties, and does not assume responsibility for decisions that remain within the Client's sole discretion.

4.5Termination of the relationship. Either party may terminate the Client relationship in accordance with the terms of the applicable Engagement Agreement. The Company may additionally suspend or terminate an engagement immediately, without liability, in the circumstances described in Section 12 of the AML/CFT Policy (Refusal and Termination) or where continuing the engagement would expose the Company to legal, regulatory, sanctions or reputational risk.

5.1Where a conflict or inconsistency arises between documents governing a Client relationship, the following order of precedence applies, from highest to lowest:

• 1. Mandatory Applicable Law, which cannot be varied by agreement; 2. The signed Engagement Agreement between the Company and the Client, including its schedules and annexures; 3. Any transaction-specific documents executed in connection with a particular mandate (e.g., a fee letter, a supplemental scope letter, a term sheet expressly stated to be binding); 4. These Terms, including the AML/CFT Policy, Privacy & Data Protection Policy and Regulatory Disclosure incorporated by reference; 5. General Website content, marketing material, presentations and informal correspondence.

5.2A definitive, signed agreement always controls over marketing material, illustrative case studies, indicative pricing, calculators or preliminary proposals, regardless of the date of publication of the latter.

5.3Where an Engagement Agreement expressly varies a provision of these Terms for a specific engagement, the variation applies only to that engagement and does not amend these Terms as published for other Users or Clients.

6.1Subject at all times to the Company's current, verified trade licence, constitutional documents, Applicable Law, and any additional authorisation required for a specific activity, the Company's Services may include:

• (a) corporate and transaction advisory services, including deal structuring, feasibility analysis and transaction preparation;
• (b) strategic financial planning, financial modelling and scenario analysis;
• (c) corporate structuring and restructuring advisory;
• (d) mergers and acquisitions advisory, including target identification support, process management and negotiation support;
• (e) capital planning and investor-readiness advisory;
• (f) market research, sector analysis and competitive benchmarking;
• (g) due-diligence coordination, including the appointment and coordination of independent legal, financial and technical advisers;
• (h) company-formation and corporate-administration coordination through licensed registered agents and authorities;
• (i) introductions to professional advisers, including lawyers, accountants and auditors; and
• (j) introductions to banks, lenders, investors and institutional counterparties, where such introductions do not themselves constitute a regulated financial activity requiring separate authorisation, or where the Company holds the applicable authorisation.

6.2The precise scope of Services for any Client is exhaustively defined by the applicable Engagement Agreement, which prevails over the general description in this Section 6. A service listed above is illustrative of the categories the Company may, subject to licensing, provide, and is not an offer or undertaking to provide that service to any particular User.

6.3The Company will not perform, arrange, promote or market any activity that requires a licence, authorisation or registration under UAE Central Bank, Securities and Commodities Authority, Dubai Financial Services Authority, Abu Dhabi Global Market Financial Services Regulatory Authority, or other competent regulator's regime, unless the Company holds the relevant authorisation or the activity is structured through a duly licensed Third-Party Provider in a manner that does not require the Company itself to hold that authorisation.

7.1Regulatory perimeter. The current regulatory framework administered by the Central Bank identifies, among licensed financial activities, the business of providing credit facilities, the business of providing funding facilities, and the business of arranging, promoting or marketing licensed financial activities on behalf of a licensed or unlicensed provider. Accordingly, the Company does not itself extend credit, provide funding, or act as an unlicensed arranger, promoter or marketer of such regulated activities, except through, or in coordination with, appropriately authorised Third-Party Providers, and only to the extent that the Company's own role does not itself require a licence it does not hold.

7.2No commitment to fund. References on the Website or in preliminary materials to developer finance, working-capital finance, invoice finance, credit facilities, stock loans, equity liquidity, structured finance or similar concepts describe categories of transaction the Company may help a Client prepare for or access through Third-Party Providers. Such references do not constitute a commitment, offer, pre-approval or indication that the Company will itself provide funding, or that any Third-Party Provider will approve funding, on any particular terms or at all.

7.3Independent responsibility of funders. Where funding is ultimately provided by a bank, lender, fund or other Third-Party Provider, that provider is solely and independently responsible for: its own regulatory status and authorisation; its credit and investment decision; the terms, pricing, tenor, covenants and collateral of the facility; and its own performance and conduct. The Company does not guarantee approval, amount, pricing, tenor, collateral adequacy, availability, disbursement timing or completion of any financing.

7.4No client-money handling. The Company must not receive, hold or control Client funds, investor funds or transaction proceeds in a manner requiring a money-services, payment-institution or client-money licence, unless it is separately and lawfully authorised to do so and the Engagement Agreement expressly provides for it. Payment of fees to the Company is addressed separately in Section 15.

8.1References on the Website to letters of credit ("LC"), deferred-payment letters of credit ("DLC"), standby letters of credit ("SBLC"), bank guarantees, confirmations, assignments, discounting, forfaiting or monetisation of bank instruments are provided for general informational purposes and describe categories of instrument that may be arranged through, issued by, or confirmed by, licensed banking institutions.

8.2The Company does not represent that it issues, confirms, discounts or monetises any banking instrument in its own capacity unless it is separately and lawfully authorised to do so, which, given the licensed nature of such activity, will ordinarily not be the case.

8.3Any issuing bank, confirming bank, or other authorised financial institution that issues or confirms a trade-finance instrument in connection with a Client's transaction remains solely responsible for that instrument, for its own regulatory compliance, and for its performance of its obligations under the instrument, in accordance with the instrument's own terms and applicable banking practice (including, where adopted, ICC Uniform Customs and Practice or International Standby Practices rules).

8.4The Company's role, where engaged, is typically limited to advisory, structuring and coordination support in connection with a Client's application for, or use of, such instruments, and does not extend to guaranteeing that any bank will issue, confirm, discount, monetise or accept assignment of any instrument.

9.1Nothing on the Website constitutes a public offer of securities, a prospectus, an invitation to subscribe for or purchase securities, or a personal investment recommendation. Website content describing capital markets, equity liquidity, stock-loan or comparable structures is general and educational in nature.

9.2Any transaction involving securities, stock loans, margin arrangements or equity liquidity remains subject to: applicable securities law in the relevant jurisdiction(s); investor eligibility and suitability requirements; the rules of any exchange, clearing house or market infrastructure involved; collateral, custody and counterparty requirements of the relevant lender or broker; and execution of definitive, transaction-specific legal agreements.

9.3The Company will not act as a broker-dealer, portfolio manager, investment manager, fund manager or securities exchange operator, and will not solicit securities transactions in a manner requiring such licensing, unless it holds the specific authorisation required by the competent regulator (which may include the Securities and Commodities Authority, the Dubai Financial Services Authority or the Financial Services Regulatory Authority of Abu Dhabi Global Market, depending on the activity and venue).

9.4Where the Company introduces a Client to a licensed broker, custodian or lender for a stock-loan or equity-liquidity structure, that counterparty is independently responsible for its own licensing, suitability assessment, documentation and performance.

10.1In the course of providing Services, the Company may introduce Clients to, or coordinate with, Third-Party Providers, including banks, lenders, investors, funds, insurers, law firms, accountancy firms, valuers, auditors, technology vendors and other independent professionals.

10.2Unless an Engagement Agreement expressly states otherwise, each Third-Party Provider acts independently of the Company, is solely responsible for its own services, advice, licensing, regulatory compliance, pricing and contractual undertakings, and is not an agent, partner, joint venturer or representative of the Company.

10.3The Company does not warrant the solvency, performance, competence, integrity or regulatory standing of any Third-Party Provider, and a Client should conduct its own due diligence before contracting with, or transferring funds to, any Third-Party Provider.

10.4Where the Company receives a referral fee, commission or other benefit from a Third-Party Provider in connection with an introduction, this will be disclosed to the Client in accordance with the Company's conflicts-of-interest and fee-disclosure practices set out in the applicable Engagement Agreement.

11.1Information submitted through general Website enquiry forms is not automatically treated as confidential or privileged, and Users should not submit sensitive commercial, financial or personal information through unsecured general enquiry channels.

11.2Confidentiality obligations in respect of a specific engagement are governed by the non-disclosure agreement and/or the confidentiality provisions of the applicable Engagement Agreement, which will typically require each party to: (a) use confidential information only for the purposes of the engagement; (b) protect it with reasonable security measures; (c) disclose it only to personnel, advisers and Third-Party Providers with a need to know and under equivalent confidentiality obligations; and (d) return or destroy it on request or on termination of the engagement, subject to lawful retention requirements.

11.3Confidentiality obligations do not restrict disclosure required by Applicable Law, a competent court or regulator, or necessary to comply with the AML/CFT Policy, including suspicious-activity reporting obligations.

11.4Personal Data is separately governed by the Privacy & Data Protection Policy, which applies in addition to any contractual confidentiality obligation.

12.1All text, graphics, logos, trademarks, trade names, reports, databases, methodologies, financial models, templates, software and other content made available on the Website or in the course of an engagement (collectively, "Materials") are owned by, or licensed to, the Company, unless expressly stated otherwise.

12.2No licence to use the Materials is granted except: (a) a limited, non-exclusive, non-transferable licence to view Website content for personal or internal business evaluation purposes; and (b) any further licence expressly granted to a Client under an Engagement Agreement in respect of deliverables prepared for that Client.

12.3Users and Clients must not, without the Company's prior written consent: reproduce, distribute, publicly display or create derivative works from the Materials for commercial purposes; use the Company's name, logo or trademarks in a manner suggesting endorsement, partnership or affiliation; or use automated tools to scrape, mirror or republish Website content.

12.4Deliverables prepared specifically for a Client under an Engagement Agreement are subject to the intellectual property terms of that agreement, which will govern ownership and permitted use as between the Company and that Client.

13.1Users must not: attempt to gain unauthorised access to the Website, its infrastructure or any associated system; introduce viruses, malware, ransomware or other malicious code; conduct denial-of-service or comparable attacks; circumvent or attempt to circumvent security, authentication or access controls; scrape or extract data in a manner not permitted under Section 3; impersonate the Company, its personnel or another User; or use the Website to facilitate fraud, misrepresentation or any unlawful act.

13.2The Company maintains technical and organisational security measures proportionate to the sensitivity of the information it handles, as further described in the Privacy & Data Protection Policy, but does not warrant that the Website or its systems are immune from compromise.

13.3Responsible disclosure. A person who identifies a genuine security vulnerability affecting the Website should report it promptly and in good faith through the Company's designated security contact channel (see Section 21), and should not exploit, publicly disclose or share the vulnerability before the Company has had a reasonable opportunity to assess and remediate it.

13.4The Company reserves the right to suspend access, investigate, and refer matters to law enforcement or competent authorities in respect of any suspected breach of this Section.

14.1The Company's public communications, including Website content, brochures, presentations and social media, will be prepared to be accurate, substantiated and not misleading. The Company will not knowingly publish: false or unverified regulatory or licensing claims; guaranteed-return or guaranteed-financing claims; misleading characterisations of financing probability or timing; false claims of government, sovereign or institutional endorsement; fabricated or materially exaggerated transaction history or track record; or undisclosed material conflicts of interest relevant to a marketed service.

14.2Electronic marketing communications (including email and messaging-platform communications) will be sent only in accordance with Applicable Law governing consent, opt-out and unsolicited commercial communications. Recipients may withdraw consent to marketing communications at any time using the unsubscribe or opt-out mechanism provided, without affecting transactional, contractual or compliance-related communications, which may continue where legally necessary.

14.3Testimonials, case studies and illustrative transaction summaries, where published, are based on actual engagements unless expressly labelled as illustrative or hypothetical, and do not guarantee similar outcomes for other Clients, whose circumstances will differ.

14.4Users are prohibited from using the Company's name, marks or content in their own marketing without prior written consent.

15.1Fees for Services are disclosed in the applicable Engagement Agreement, fee letter or invoice, and are not implied by Website content, indicative proposals or general correspondence.

15.2Where a Third-Party Provider charges its own fees, interest, costs or charges (including financing costs, legal fees of counterparty counsel, valuation fees or bank charges), those amounts are the responsibility of the relevant paying party under the applicable transaction documents and must not be represented as fees of the Company.

15.3Value Added Tax and any other applicable tax, duty or levy will be charged in addition to stated fees where required by Applicable Law, and the Client is responsible for any withholding tax or similar obligation applicable in its own jurisdiction, except as otherwise agreed in writing.

15.4Invoices are payable in accordance with the payment terms stated in the applicable Engagement Agreement or invoice. The Company reserves rights available at law, including suspension of Services, in respect of overdue amounts, subject to the terms of the Engagement Agreement.

16.1To the maximum extent permitted by Applicable Law, the Company, its officers, employees and agents shall not be liable for any indirect, incidental, special, punitive or consequential loss (including loss of profit, loss of business opportunity or loss of anticipated financing) arising out of or in connection with: (a) general use of the Website; (b) reliance on general Website content, calculators or illustrative material not incorporated into a signed Engagement Agreement; or (c) the acts, omissions, insolvency or non-performance of any Third-Party Provider.

16.2Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited under Applicable Law, including liability for fraud or fraudulent misrepresentation, or gross negligence where such exclusion is not permitted.

16.3Liability arising from a specific engagement, including any applicable liability cap, is governed exclusively by the liability provisions of the relevant Engagement Agreement, which the parties acknowledge reflects a negotiated allocation of risk appropriate to that engagement's scope and fees.

16.4A Client agrees to indemnify the Company against losses, claims and costs arising from the Client's breach of these Terms, provision of inaccurate or misleading information, or unlawful use of the Services, except to the extent caused by the Company's own breach, negligence or wilful misconduct.

17.1Payment instructions, including bank account details for fee payment or transaction settlement, should always be independently verified by the Client through a known, trusted communication channel (such as a telephone call to a previously verified number) before any transfer of funds is made, particularly where instructions are received by email or messaging platform.

17.2The Company will never request that a Client change previously confirmed banking details solely by email without independent verification, and Users should treat any unsolicited or unexpected request to change payment instructions as a potential fraud indicator.

17.3The Company is not responsible for losses arising from a Client's or third party's failure to independently verify payment instructions, from business email compromise, or from impersonation of the Company or its personnel by a third party, save to the extent caused by the Company's own negligence or breach.

17.4Suspected fraud, impersonation or social engineering attempts referencing the Company's name should be reported immediately through the contact channel described in Section 21.

18.1These Terms, and any non-contractual obligations arising out of or in connection with them, are governed by the federal laws of the United Arab Emirates and, to the extent applicable, the laws of the Emirate of Dubai and the rules of the free zone in which the Company is registered.

18.2The dispute-resolution mechanism (including choice of courts or arbitral institution, seat, and language) applicable to a specific Client engagement will be expressly stated in the relevant Engagement Agreement and prevails over any general dispute-resolution reference on the Website.

18.3Nothing in these Terms prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction where legally available, notwithstanding any agreement to arbitrate or to submit to the exclusive jurisdiction of a particular court.

18.4A dispute concerning use of the Website alone (as distinct from a Client engagement) is subject to the courts of the Emirate of Dubai, without prejudice to any mandatory consumer-protection or other law that cannot be excluded.

19.1The Company may update these Terms from time to time to reflect changes in Applicable Law, licensing, Services, technology, industry practice or compliance requirements. The version published on the Website with the most recent Effective Date is the version in force for Website use.

19.2Material changes affecting the substance of an existing Engagement Agreement will be addressed through the variation mechanism (if any) set out in that Engagement Agreement and Applicable Law, and will not be effected retroactively through a unilateral change to these Terms alone.

19.3Continued use of the Website following publication of updated Terms constitutes acceptance of the update by Users who are not otherwise bound by a signed Engagement Agreement.

20.1Severability. If any provision of these Terms is held invalid, illegal or unenforceable by a competent court or tribunal, that provision will be severed and the remaining provisions will continue in full force and effect.

20.2No waiver. Failure or delay by the Company in exercising a right under these Terms does not constitute a waiver of that right.

20.3Assignment. A Client may not assign or transfer its rights or obligations under an Engagement Agreement without the Company's prior written consent, except as otherwise stated in that agreement. The Company may assign these Terms in connection with a corporate reorganisation, merger or sale of business, subject to Applicable Law.

20.4Entire agreement. For Website use, these Terms (together with the documents incorporated by reference) constitute the entire agreement between the Company and a User in respect of that use. For a Client, the Engagement Agreement and documents referenced in Section 5 constitute the entire agreement in respect of the engagement, superseding prior negotiations on the same subject matter.

20.5Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disaster, war, act of government, epidemic, telecommunications or infrastructure failure, or comparable events, provided the affected party takes reasonable steps to mitigate the impact.

20.6Notices. Formal notices in respect of a Client engagement must be given in accordance with the notice provisions of the applicable Engagement Agreement. General Website enquiries may be submitted through the channels in Section 21.

21.1The Company's exact licensed trade name, licence number, issuing free zone authority, registered address and official contact particulars are set out in Section 3 of the Regulatory Disclosure, Financial Services Disclaimer & Transaction Risk Statement and in Section 21.2 below, and are kept current as the Company's licence, address or contact details change.

21.2General enquiries: enquiry@epiidosisglobalfin.com Legal and compliance enquiries: enquiry@epiidosisglobalfin.com Security disclosures: enquiry@epiidosisglobalfin.com