- General provisions
- The present General Terms and Conditions of Figure Finance OOD for servicing clients apply to the engagements of Figure Finance OOD on advisory and regular finance servicing when accepted by clients through signing letters of engagement or formalized agreements confirming presentation and receipt of these General Terms and Conditions by clients.
- The owner of xFigureFinance is the company FIGURE FINANCE Ltd. with UIC 204843434 and address in the city of. 1421, Lozenets district, Sofia Blvd. “Cherni Vrah” № 18, in. A, par. 6, app. 18, represented by the manager Anton Plamenov Yanchev.
- Team members
- For the finance advice and services FIGURE FINANCE Ltd. shall form working team consisting only of employees FIGURE FINANCE Ltd. unless otherwise explicitly and previously agreed.
- FIGURE FINANCE Ltd. undertake that all members of the working team shall be obliged by legally binding instruments to observe confidentiality and will accept responsibility for any breach of confidentiality by such a member according to the general legal provisions.
- FIGURE FINANCE Ltd. may not re-assign any services or activities assigned by the Client with regard to the Project to any third parties whatsoever without the preliminary written approval of the Client. In case of re-assignment of financial services to third parties FIGURE FINANCE Ltd. remain responsible to the Client for the good quality and correctness of the re-assigned services.
- “Debt financing” means the raising of a financial institution, financing fund or other financing institution to provide loan funds to the Client or to any third party company established by the Client or its affiliates and/or equity owners in connection with the Project.
- “Equity financing” means the acquisition by a strategic and/or financial investor, or any third party or parties approved by the Client during the term of the Consultancy Agreement, of ownership of (a) part or all of the registered capital of the Client or of any company formed by or in conversion of the Client or its affiliates and/or equity owners in connection with the Project, including by way of purchase of shares and/or partnership interests held by existing shareholders/members and/or capital increases, including by way of making an in-kind contribution and/or purchase of the business undertaking or parts thereof and/or (b) purchase, sale, in-kind or other transaction to acquire/dispose of an aggregate or separate assets of the business undertaking of the company and/or a company, established by the Contracting Authority or by persons related to the Contracting Authority and/or to the owners of its capital. For the purposes of the relevant Advisory Services Agreement, any mezzanine financing provided by an Investor will be considered equity financing.
- “Equity Financing Value” means the final amount paid by an investor or investors to acquire ownership of all or any portion of the registered capital of the Contractor or of any third corporation specifically formed by the Contractor or its affiliates and/or owners in connection with the Project, including by making an in-kind contribution and/or purchase of a business enterprise of the Contractor or any third a company specially incorporated by the Client or by persons connected with the Client and/or its owners and/or a purchase, sale, in-kind or other transaction for the acquisition/disposal of the whole or separate assets of the undertaking of the company and/or of a company incorporated by the Client or by persons connected with the Client and/or its owners. The Contractor shall promptly notify FIGURE FINANCE Ltd. of the execution of a final Title Financing Agreement relating to the Project.
- “Debt Financing Amount” means the final amount that a financing institution or institutions makes available as borrowed funds to the Contractor or to any third party entity specifically formed by the Contractor or its affiliates and/or owners in connection with the Project. In connection with the payment of the consideration under this Article, the Contractor shall promptly notify FIGURE FINANCE Ltd. in writing of the execution of a definitive Debt Financing Agreement relating to the Project.
- Binding Offer means a proposal containing the main parameters of the Equity and/or Debt Financing of the Project, including non-financial parameters and conditions such as guarantees and declarations, pledges, conditions precedent, provision of information, etc.
- Scope of activities
- FIGURE FINANCE Ltd. offer consulting services with the following scope of activities:
4.1.1. Analysis of the Project at each stage of development to obtain equity or debt capital;
Prepare an initial presentation to introduce the Project and a concise financial model including all assumptions and projections on a monthly, quarterly and annual basis, key financial statements, key indicators and debt structure;
4.1.2. Review and comment on the bids received for the Project for the engineering, construction and sale of the electricity generated by the Project;
Develop scenarios and options for the concise financial model reflecting the proposed options for the construction and realization of the generated energy and different financing structures;
4.1.3. Presentation of the Project to banks and investors;
Development of the preliminary analysis into a detailed financial model and preparation of a full prospectus (Investment Memorandum) for the Project;
4.1.4. Analysis and negotiation of the initial equity and debt offers received, which are indicative and non-binding on both parties;
Analysis of an optimal financing structure;
4.1.5. Assist the consultant selected to structure the green bond with preparation of the necessary materials;
Coordination and organization of the due diligence process;
4.1.6. Analysis and negotiation of binding financing offers received and accompanying loan agreements.
4.1.7. Negotiations of binding offers received for financing and/or shareholdings and the accompanying share purchase and/or share sale agreements and/or documents for taking action on capital increases and/or documents and agreements for the purchase, sale, in-kind or other transaction for the acquisition/divestment of an aggregate of or individual assets of the company’s business and/or of a company, established by the Client or by persons related to the Client and/or to the owners of its capital.
- The specific scope of activities for each project shall be specified individually, in phases, in the respective Consulting Services Agreement.
- Terms for the provision of consultancy services
- The scope of the assignment to FIGURE FINANCE Ltd. does not include any matters not expressly addressed in the relevant Advisory Services Agreement or Formal Agreement.
- The relevant Consultancy Contracts together with these Terms and Conditions shall govern the relationship between the Client and FIGURE FINANCE Ltd.only in respect of the scope and term of engagement for the provision of consultancy services and work specifically commissioned by those Consultancy Contracts. Unless otherwise expressly agreed in writing, the signed Advisory Services Agreements do not supersede, override, modify, amend, supplement or impair in any way the relationship between FIGURE FINANCE Ltd. and the same Client or its subdivisions established pursuant to other Advisory Services Agreements and formal agreements.
- Consultancy services shall be provided only upon the express instruction of the Client and to individuals/legal entities designated by the Client.
- The Client shall provide to FIGURE FINANCE Ltd. all information, documents and assistance necessary for the proper and timely provision of the services in order to perform the assignment.
- The Client shall nominate person/s who are employees or assignees of the Client to carry out the working relations and correspondence with the team members of FIGURE FINANCE Ltd. In such assignments the Client will provide FIGURE FINANCE Ltd. with regular and ongoing access to the premises, the documentation, the correspondence and the employees/assignees of the Client as needed for providing the servicing of the Client. The Client shall procure that its employees/experts having specific experience, skills, knowledge or know-how (such as accountants, operational managers, HR managers, financial officers, etc.) provide full assistance and support to the team members of FIGURE FINANCE Ltd. for the purposes of proper rendering of the services assigned.
- The official correspondence with financial institutions, funders or other financing institution, authorities and private individuals and entities in relation to work and services assigned is carried out through and received by FIGURE FINANCE Ltd. unless otherwise specifically instructed in writing by the Client. FIGURE FINANCE Ltd. shall immediately and within the same business day inform the Client of any correspondence carried out or received and upon request by the Client forward it to the Client. Should the Client has instructed FIGURE FINANCE Ltd. that the official correspondence with financial institutions, funders or other financing institution, authorities and private individuals and entities in relation to work and services assigned is carried out or received by the Client or by third parties nominated by the Client, the Client shall immediately and within the same business day inform FIGURE FINANCE Ltd. of any correspondence carried out or received and forward such correspondence to FIGURE FINANCE Ltd.
6. Contract term
- The period agreed in writing in the respective Contract for Consultancy Services shall be extended by a new period in the event that after its expiry the activities under Art. 1 of this Contract have not been performed due to delay on the part of the Client, and/or for other objective reasons accepted in writing by both parties as objective. The extension period shall be approved by mutual written agreement.
- Notwithstanding the provision of Art. 6.1. above, this Consulting Services Agreement shall survive and continue to bind the Parties hereto after the expiration of the term in 6.1. above in respect of all of its clauses relating to: (a) the payment of any fees and damages payable by the Principal to FIGURE FINANCE Ltd. following termination of the Contract; (b) the non-use and non-disclosure of confidential information about the Client by FIGURE FINANCE Ltd., its employees directly engaged in the performance of all or any part of the business covered by the Consultancy Services Contract and any other persons to whom FIGURE FINANCE Ltd. has outsourced the performance of all or any part of the business covered by the relevant Consultancy Services Contract.
- Fees to FIGURE FINANCE Ltd.
- The Success Fee in Section III of the Consulting Services Agreement shall be payable within ten (10) business days of the date of execution by the Client of a Purchase and Sale Agreement for the sale of shares and/or partnership interests of the Company and/or a company formed by the Client or its affiliates and/or its equity owners in connection with the Project, Entry of a decision to accept a new partner/shareholder and a decision to increase the capital of the Client and/or of a company established by the Client or by persons related to the Client and/or to the owners of its capital in connection with the Project in the Company register, entry of an in-kind contribution to the capital of the Client and/or of a company, established by the Client or its affiliates and/or equity holders in connection with the Project in the Company register, a loan agreement and/or any other agreement under which debt or equity financing is provided to the Client by an investor within the meaning of the relevant Advisory Services Agreement.
- In connection with the determination of the due date in respect of the amounts due, the Client undertakes to provide to FIGURE FINANCE Ltd., within one day of signing, a copy of the executed definitive share purchase agreement, the Capital Increase Resolution, the loan agreement and any annexes thereto, and/or any other agreement pursuant to which the Client has received or will receive debt or equity financing from an investor within the meaning of the Contract for consultancy service.
- The remuneration under Art. 7.1. is due regardless of whether the transaction is entered into within the term of the relevant Advisory Services Agreement or within 24 months after its expiration.
- The Client undertakes to provide for payment of the success fee under 7.1 when negotiating the terms of the final contract. above directly from the Investor to the account of FIGURE FINANCE Ltd. specified in this Agreement, including, but not limited to, by direct payment from an escrow account or other account of the Client and the Investor.
- In the event that payment under any of the provisions of Art. 7. 1. contracts shall be executed in stages, the Client shall owe to FIGURE FINANCE Ltd. the remuneration agreed in Art. 7. 1. above, calculated on the basis of the sum of the values for all individual stages. This provision shall apply to any subsequent payment which follows the initial payment, irrespective of the time within which it is made.
- The remuneration under Art. 7.1. of these General Terms and Conditions shall also be payable by the Client to FIGURE FINANCE Ltd. in the event that a transaction for obtaining the secured equity and/or debt financing is entered into by a third party designated by the Client.
- In lieu of the success fee under 7.1 above, the Client shall pay a termination fee to FIGURE FINANCE Ltd. in the amount set out in the Consultancy Service Agreement upon the Client’s unilateral decision to terminate the Project following acceptance of a Non-Binding Offer. This clause shall survive termination of the contract.
- The termination fee under Art. 7.7 will be compensated for the same success fee if FIGURE FINANCE Ltd. is again engaged in a transaction in connection with the completed financing within the eighteen (18) month termination period.
- The remuneration under Art. 7.1. shall also be due in cases where the Client withdraws from a transaction without good reason if the terms of the transaction have already been agreed and approved in writing by the Client.
- The success fee under Art. 7.1. of this Contract shall be due in full in the event that the Client carries out a transaction within the scope of the Advisory Service Contract with an investor with whom FIGURE FINANCE Ltd. has made contact in connection with the performance of the Advisory Service Contract for a period of 18 (eighteen) months after the expiration of the term of the relevant contract.
- The remuneration under Art. 7.1. shall also be payable by the Client in the event that all of its shares in the capital are transferred to a third party, irrespective of the reason therefor. If the contracting company is transformed by merger or amalgamation with another company, the receiving company or the newly formed company shall be liable to pay the amounts due under Art. 7.1 Remuneration. In the event that the grantor company is reorganized by spin-off or demerger, the successor company or any newly formed company shall assume the rights and obligations under this contract and shall be liable for payment of the amounts due under Art. 3.1 Remuneration.
- The remuneration referred to in Art. 7.1 of this contract shall be paid to the bank accounts of FIGURE FINANCE Ltd. in UniCredit Bulbank AD, Bank code: UNCRBGSF, IBAN: BG02UNCR70001524371330, Recipient: FIGURE FINANCE Ltd.
FIGURE FINANCE Ltd. shall issue a tax invoice within 5 days of payment of amounts due.
- The expenses needed for completing the assigned services (such as phone bills, travel costs outside Sofia, consumables, translator’s fees, costs for outside experts and advisors, etc.) shall be recovered by the Client. FIGURE FINANCE Ltd. and the Client shall try to fix maximum budgets following a preliminary estimation of the costs involved. The costs shall be recovered after presentation of respective cost reports and corresponding underlying documents. In any case, all costs exceeding EUR 500 (five hundred Euros) will be approved in advance by the Client. FIGURE FINANCE Ltd. will not be held liable or responsible in any way whatsoever, if the Client does not provide or delays the provision of the necessary funds to cover the costs and the expenses for providing the legal services and works assigned in due and timely manner. The Client shall be offered to use a special client’s bank account of FIGURE FINANCE Ltd. where the Client could provide ongoing funds to be used for covering fees and costs related to the provision of the consultancy services assigned to FIGURE FINANCE Ltd., such costs and fees to be withdrawn from the client’s bank account against presentation of costs and expenses documents.
- All payables to FIGURE FINANCE Ltd. for fees or recovery/provision of funds for expenses needed to render the consultancy services and work assigned shall be carried out in the agreed currency or in its equivalence in Bulgarian levs in accordance with the official exchange rate as per the applicable law. All payables shall be deemed completed as from the moment when the respective funds are credited onto the bank accounts of FIGURE FINANCE Ltd. or as from the moment of the actual receipt of the funds in cash by FIGURE FINANCE Ltd.
9. Obligations of the Client
- The client shall:
9.1.1. cooperate with FIGURE FINANCE Ltd. and all of its employees and representatives in the performance of the work under the Consultancy Agreement;
9.1.2. provide FIGURE FINANCE Ltd with all information, documents and assistance necessary for the correct and on-time provision of the services with the purposes of completing the assignment;
9.1.3. designate its representatives who will be authorized to make contact with FIGURE FINANCE Ltd. regarding the subject matter of the Consultancy Agreement and to notify FIGURE FINANCE Ltd. of the authorized contact person in writing;
9.1.4. within 14 days (fourteen days) after the submission by FIGURE FINANCE Ltd. of the documents prepared by it under Art. 1 of the Consultancy Service Agreement, to express an opinion in writing on the accuracy of the information contained therein and/or an opinion on the proposals made by FIGURE FINANCE Ltd;
9.1.5. pay the consideration due to FIGURE FINANCE Ltd. within the terms and in the manner set out in Section III. of the Consultancy Service Agreement, and to reimburse FIGURE FINANCE Ltd. for the full amount of the costs incurred by it and approved by the Client in connection with the performance of the obligations of FIGURE FINANCE Ltd. under the relevant Agreement;
9.1.6. to perform in good faith all of its other obligations under this contract or under law.
- In the event that the Client makes contact with a buyer outside the list of potential buyers provided by FIGURE FINANCE Ltd., the Client shall be entitled to enter into negotiations with that buyer and shall be obliged to inform and immediately include FIGURE FINANCE Ltd. in the negotiations entered into.
- In the event of failure to perform or untimely performance of the obligations of the Client referred to in clause 9.1 and clause 9.2, FIGURE FINANCE Ltd. shall not be liable for any failure to perform, and the Client shall indemnify FIGURE FINANCE Ltd. for any additional costs caused by the failure to perform
- Within the term of the Consultancy Service Contract, the Client shall not enter into any contracts with consultants other than FIGURE FINANCE Ltd., the subject matter of which is the same or similar to the subject matter of the Consultancy Service Contract without the express consent of FIGURE FINANCE Ltd., as well as to negotiate independently with other persons for concluding transactions, the subject matter of which is identical or similar to the subject matter of the Consultancy Contract. Thus, the Client grants to FIGURE FINANCE Ltd. exclusive rights of representation with respect to the mediation for the implementation of the Project.
10. Obligations of FIGURE FINANCE Ltd.
- FIGURE FINANCE Ltd. shall:
10.1.1. prepare the documents referred to in Art. 1 of the Consultancy Contract and to submit them to the Client in order to discuss the conclusions/proposals and obtain the Client ‘s opinion;
10.1.2. provide written information on the performance of the Consultancy Contract within 7 (seven) days upon request of the Client;
10.1.3. appoint a representative who will be authorized to contact the Client in relation to the subject matter of the Consultancy Agreement and notify the Client in writing of the authorized contact person;
- FIGURE FINANCE Ltd. shall not be entitled to and shall not negotiate, draft or sign any contracts in connection with the raising of equity and/or debt finance, either on its own behalf or on behalf of the Client. FIGURE FINANCE Ltd. shall not be entitled to receive any payments on behalf of the Client.
- FIGURE FINANCE Ltd. will be responsible for performing the intermediary services to the best of its ability with a level of skill, diligence and good faith that can reasonably be expected of a person with significant experience in providing such services.
- FIGURE FINANCE Ltd. may engage additional consultants in the performance of the Consultancy Contract subject to the prior written approval of the Client, or may request the Client to assign to certain consultants additional studies or other necessary consultations in connection with the performance of the subject matter of the Consultancy Contract.
- FIGURE FINANCE Ltd. may seek legal and tax advice on the structuring of the acquisition and its completion subject to the prior written approval of the Client. The cost of legal and tax advice under this Article will be paid by the Client.
- FIGURE FINANCE Ltd. declares that the provision of services under the Advisory Service Agreement is not in conflict with its obligations arising from other contractual relationships with third parties.
- FIGURE FINANCE Ltd. shall not be liable for any consequences of late, incomplete, inaccurate or unclear instructions from the
Рискът, свързан с участието на Възложителя в Проекта, осъществено на база на предоставени от Фигър Файнанс ООД консултации и посредничество, се носи от Възложителя. Страните се съгласяват, че Фигър Файнанс ООД няма да носи отговорност за настъпили вреди за Възложителя, в това число за пропуснати ползи от последния, в резултат на действията по предоставяне на консултации, предмет на Договора за консултантска услуга, при условие, че Фигър Файнанс ООД е действал при спазване на нормативните актове, касаещи изпълнението на съответния Договор и се е съобразил с информацията, предоставена от Възложителя за неговите финансови възможности и инвестиционни цели. The risk related to the participation of the Client in the Project, carried out on the basis of advice and mediation provided by FIGURE FINANCE Ltd., shall be borne by the Client. The Parties agree that FIGURE FINANCE Ltd. shall not be liable for any damages to the Client, including loss of profits, as a result of the actions of providing advice, subject to the Contract for consultancy services, provided that FIGURE FINANCE Ltd. has acted in compliance with the regulations concerning the implementation of the relevant Contract and has complied with the information, provided by the Client for its financial capabilities and investment objectives.
- The Client’s name and corporate logo may be included in documents constituting the Client List of FIGURE FINANCE Ltd., corporate presentations and the corporate website of FIGURE FINANCE Ltd. following the successful completion of the Project.
- The Advisory Service Agreement shall not limit the right of FIGURE FINANCE Ltd. to undertake business initiatives and consultations, either on its own or by assisting others, in a manner that could not adversely affect the performance of its obligations under the Advisory Service Agreement.
- FIGURE FINANCE Ltd. is required to send periodic reports to the Client regarding the investors who have been offered the Project and contacted regarding the Project.
- Personal data
- FIGURE FINANCE Ltd. processes personal data of the Client and third parties for the completion of the assigned services. The type and volume of the processed data depends on each separate assignment. Where notifications of third parties, that are data subjects pursuant to the scope of the assignment, is mandatory under the applicable legislation, the Client shall be responsible for the duly execution of the named notifications.
- FIGURE FINANCE Ltd. entrusts the processing of data only to persons, working within the consultancy firm, who have agreed to maintain confidentiality or are subject to a suitable statutory confidentiality obligation.
- FIGURE FINANCE Ltd. takes suitable technical and organizational measures to ensure a level of protection that is adequate to the potential risks, taking into consideration the type, scope, circumstances and purpose of the processing, the likelihood of occurrence and the severity of the risk to the rights and freedoms of data subjects.
- FIGURE FINANCE Ltd. ensures that the relevant technical and organizational measures are in place to enable the Client to fulfil its obligations under data protection law to provide information, to rectify and erase data, to restrict data processing and to ensure data portability and any other obligations vis-à-vis data subjects in connection with the processing of personal data.
- FIGURE FINANCE Ltd. notifies the Client without delay in case of a discovered breach of the protection of personal data.
- After completion of the assignment FIGURE FINANCE Ltd. stores the provided personal data within the retention periods, established in the applicable Bulgarian legislation.
- Measures against money laundering
- In accordance with the Bulgarian Measures Against Money Laundering Act (“MAMLA”) promulgated in the State Gazette on 27 March 2018 FIGURE FINANCE Ltd. identifies the Client, verifies its identification and demonstrates due diligence and continuous vigilance with regard to the business relationship with the Client and the actions of the Client. In order to comply with due diligence in respect of transactions and business relationships, FIGURE FINANCE Ltd. can consult relevant databases for the purpose of obtaining information about the Client or can request information from the Client or from other persons.
- The Client acknowledges that FIGURE FINANCE Ltd. can request from the Client or the persons within its organization to identify himself/herself on the basis of valid and official documentation, to confirm the identification of the Client and other relevant persons and that FIGURE FINANCE Ltd. can consult specific databases to obtain information on the Client, its actions, its business relationships or other relevant persons.
- FIGURE FINANCE Ltd. therefore requests from the Client and other relevant persons to identify themselves with valid and official documentation and to provide it without delay with all information on ultimate beneficiaries, members of the Board etc. attesting to the identification of such relevant persons in the legal entity (specifically if any of the relevant persons is to be considered a politically exposed person, or close family member or close associate to such person/persons).
- Furthermore, the Client should inform FIGURE FINANCE Ltd. of any change occurring in the above-mentioned information and should communicate to FIGURE FINANCE Ltd. without delay the documentation with respect to the changed situation. If satisfactory evidence of the identity of the persons involved is not provided within a reasonable time frame, there may be circumstances in which FIGURE FINANCE Ltd. are not able to proceed with their services to the Client.
- In case of detection of suspicious business activity or behaviour during the due diligence process or in the course of the maintained business relations, FIGURE FINANCE Ltd. is obliged to immediately report to the competent authorities. FIGURE FINANCE Ltd. shall not be considered liable for any damages caused by the report, as it constitutes an obligation of the same provided for by the Bulgarian legislation.
13. Termination of the Contract. Liability for non-performance and termination of the Contract
- This Contract may be terminated in the following circumstances:
13.1.1. by mutual written agreement of the Parties;
with the expiry of the Consultancy Contract;
13.1.2. unilaterally by FIGURE FINANCE Ltd. in the event of liquidation or opening of insolvency proceedings for a party to the Advisory Service Agreement, the date of liquidation shall be deemed to be the date of entry of the decision to terminate the activity in the Company Register, and the date of opening of insolvency proceedings shall be deemed to be the date of the court act, declaring insolvency/excessive indebtedness and opening insolvency proceedings;
- All liquidated damages and indemnity provisions shall continue in full force and effect between the parties until the expiration of the stated term or until the conditions set forth in the contract have been fulfilled.
- As of the date of termination of the contractual relationship, FIGURE FINANCE Ltd. shall issue an invoice for the fees due under the Consulting Service Agreement.
- In the event that either Party fails to perform its obligation under the Consulting Service Agreement, the other Party will notify it of such failure in writing. The defaulting Party shall have the right within ten (10) days of receipt of the notice under the preceding sentence to cure the default, and if the Party fails to cure the default within the aforementioned ten (10) day period, the other Party may terminate the Consulting Service Agreement by notice in writing with immediate effect and demand payment of the consideration due at the time of termination under Art. 7.1 of the Consultancy Contract in double.
- In the event of failure to fulfil its obligations under Art. 9.4 above, the Client shall owe to FIGURE FINANCE Ltd. an additional penalty payment in the amount specified in the Consultancy Service Agreement.
- In the event that FIGURE FINANCE Ltd. decides to withdraw from the performance of the order, subject to the respective Consulting Services Contract, for reasons other than those specified in the Consulting Services Contract, it shall give the Client seven days’ written notice of termination of the Consulting Services Contract. In this case, FIGURE FINANCE Ltd. shall owe to the Client a penalty in the amount of the remuneration received by FIGURE FINANCE Ltd. pursuant to Article 7 above, after deduction of the costs incurred by FIGURE FINANCE Ltd. pursuant to Article 7 above. 8.1. of these Terms and Conditions.
- In the event that the Client fails to pay any of the fees, indemnities and/or additional expenses to FIGURE FINANCE Ltd. in the amounts and within the terms specified in the Consultancy Service Agreement and the attached General Terms and Conditions, the Client shall owe FIGURE FINANCE Ltd. a late payment penalty of 0.1% (zero point one percent) per day on the unpaid amount for each day of delay, accrued to the date of final payment, but not more than 10.0% (ten percent). In the event of delay of payment due to FIGURE FINANCE Ltd. by the Client under the Consultancy Service Agreement and the attached General Terms and Conditions for more than 1 (one) month, FIGURE FINANCE Ltd. shall have the right to unilaterally terminate the Contract with three days’ notice. In the event of termination of the Contract under the preceding sentence, FIGURE FINANCE Ltd. shall be entitled to receive from the Client all remuneration and expenses under Article 7 which are due to it up to the time of termination of the Contract, as well as late payment penalties accrued up to that time under this Article. 13.6. the Client shall pay the amounts due under this provision within ten (10) calendar days after termination of the Contract.
- In the event that after termination of the Consultancy Service Agreement on the basis of Art. 13.1.2. and/or Article 13.6, within 12 (twelve) months from the date of termination of the Contract, a transaction for the sale of the Company’s shares is concluded with a specific buyer with whom FIGURE FINANCE Ltd. has made contact in connection with the execution of the Contract for consulting services, then the Client shall owe FIGURE FINANCE Ltd. the amount provided for in Art. 7.1 of these Terms and Conditions a success fee in its full amount.
- The clauses of Art. 13.4, 13.5, 13.6, 13.7, 13.8 shall continue to apply after termination of the contract.
14. Privacy obligations
- The terms and conditions of the Consultancy Contract, as well as the circumstances related to its subject matter, shall constitute a business secret, and each party undertakes to the other not to disclose any information to any third party, except where necessary in connection with the performance of the Contract or in order to comply with regulatory requirements.
- FIGURE FINANCE Ltd. is advised that it has access to and is entrusted with information (whether written or oral or in the form of data) regarding the business, financing, transactions, processes, systems, formulas, drawings, statistics, records, technical know-how and affairs of the Client and the Client’s principals, all of which information is or may be confidential
- FIGURE FINANCE Ltd. undertakes to the Client to treat as secret and confidential:
14.3.1. all information concerning the activity or status of the Customer; and
all information relating to the activities or status of any person working with the Client which is brought to its attention.
- FIGURE FINANCE Ltd. also undertakes not to disclose or permit the disclosure at any time or for any reason to any person or otherwise to use or permit the use of the information described in paragraph 14.3 above without the written permission of the Client, except for the purposes of this contract.
- The restrictions contained in clauses 14.3 and 14.4 above shall not apply to information or data which:
14.5.1. could otherwise become publicly available other than in breach of the obligations of FIGURE FINANCE Ltd. under this clause
have been submitted to FIGURE FINANCE Ltd. by a third party;
14.5.2. must be disclosed in accordance with applicable law to the extent of such required disclosure;
are necessary at the request of the relevant court in the context of litigation or where disclosure of information is made under a statutory instrument.
- The Parties shall also undertake not to disclose, discuss or make available to any third party any documentation or other information provided to them in connection with the subject matter and performance of the Contract, whether in written or oral form, in paper, electronic or other medium
- In the event of disclosure or release of information from the office of the Client in connection with the performance of the Consulting Service Agreement or of information obtained by FIGURE FINANCE Ltd. in connection with the performance of the Agreement, FIGURE FINANCE Ltd., through whose fault or negligence the disclosure or release of information was made or allowed to be made, shall pay to the Client a penalty in the amount of the monthly remuneration for the relevant stage set out in the Consulting Service Agreement, when the disclosure was established. The provisions of this Article within the meaning of Art. 10.1. of these General Terms and Conditions, with regard to the export of information outside the office of the Client, shall not apply to the documents to be prepared by FIGURE FINANCE Ltd. in accordance with the relevant Consultancy Contract.
- The confidentiality obligations shall survive the expiration or early termination of the Consulting Services Agreement for the next two (2) years.
15. Conflict of interest
- The signing of the relevant Consultancy Services Agreement by FIGURE FINANCE Ltd. shall be made only after a conflict of interest check has been carried out and such signing shall constitute confirmation on behalf of FIGURE FINANCE Ltd. that it is not in conflict with the Client and the consultancy services and work being commissioned.
- FIGURE FINANCE Ltd. expressly declares that it has not undertaken any obligation to assist or advise on any matters which may adversely affect the interests of the Client or any matters which require information known to FIGURE FINANCE Ltd. in relation to the relevant Advisory Services Agreement concerning the Client and/or other counterparties.
- The Client accepts as sufficient, in view of the limitation in the preceding provision, a statement by FIGURE FINANCE Ltd. that, in its judgment, a matter and/or action is not capable of placing it in a situation of conflict of interest and/or of creating doubt as to the performance of its obligations of confidentiality and loyalty to the Client.
- The Advisory Services Agreement shall not restrict the right of FIGURE FINANCE Ltd. to undertake business initiatives, either independently or by assisting others, in a manner that could not adversely affect the performance of its obligations under the relevant Agreement. The parties agree that they know each other’s business and that this Consulting Services Agreement and the performance thereof shall not create any unfair competitive relationship or conflict of interest in the future.
- Additional provisions
- By accepting the relevant Consultancy Services Contract/signing the relevant formal agreement and accepting these Terms and Conditions of FIGURE FINANCE Ltd., the Client agrees that legal and contractual relations have been established between the Client and FIGURE FINANCE Ltd. with regard to the relevant assignment and these will be governed in accordance with the provisions of the applicable Bulgarian legislation and relevant legislative acts, related to its implementation.
- All disputes relating to the conclusion, interpretation, application, performance and non-performance or termination of the contractual relationship established by the Consulting Services Agreement or a formal agreement, as well as disputes concerning the filling of gaps in the Consulting Services Agreement or its adaptation to newly arising circumstances, shall be resolved by negotiation between the parties. If no agreement is reached, the dispute shall be referred to the Court of Arbitration of the Bulgarian Chamber of Commerce and Industry, composed of three arbitrators, with each party to designate one arbitrator and the two arbitrators so designated to select the third arbitrator. The arbitration proceedings shall be conducted in Bulgarian and in accordance with the Rules of the Court of Arbitration of the Bulgarian Chamber of Commerce and Industry. The arbitral award shall be legally binding on FIGURE FINANCE Ltd. and the Client. The place of arbitration shall be Sofia and the language of the arbitration shall be Bulgarian.
- These Terms and Conditions shall come into force on the day of publication of their latest update on the official website of FIGURE FINANCE Ltd. All amendments to the General Terms and Conditions shall come into force within 1 month of their publication.
- Any notices under the Consultancy Agreement shall be in writing and shall be effective upon receipt at the address of the relevant Party set out in Art. 6. of the Consulting Services Agreement. Notices may be delivered in person or sent by courier, facsimile, mail, including electronic mail, or other technical means evidencing the sending and receipt of the notice. If either Party changes the addresses set forth in the preceding sentence without notifying the other Party, the latter shall not be liable for any failure to receive notices, communications, or the like.
- The documents to be prepared by FIGURE FINANCE Ltd. under Art. 1 of the Consultancy Services Agreement, as well as any other statements and/or actions in the performance of the Consultancy Services Agreement and the General Terms and Conditions thereof by the Parties, shall be deemed to have been duly received and/or executed if sent to the address of the Client, including by electronic means to the email address of the Client’s Contact Person, referred to in Art. 6. from the Consulting Services Agreement.
- Amendments and additions to the Contract for Consultancy Services may be made upon the agreement of both parties in the form of a protocol for amendment or addition, which, upon signature by both parties, shall become an integral part of the Contract.
- The Bulgarian legislation in force shall apply to the matters not covered by this contract.
- The invalidity of any of the provisions of the Consultancy Services Agreement and the General Terms and Conditions attached thereto shall not render the Consultancy Services Agreement and the General Terms and Conditions attached thereto null and void as a whole.
- The terms and conditions specifically agreed in the relevant Consultancy Contract or formal agreement shall prevail over these Terms and Conditions.
- These General Terms and Conditions shall be signed by an authorized representative of the Client in two identical copies in Bulgarian language – one for each of the parties hereto. They shall form an integral part of the Consultancy Agreement entered into between the Parties.