TERMS

(FCA/FSMA-aligned; England & Wales)

Issued by: PREMIUM TRUST (Company No. 07179403) (the “Company”)

Important: These Terms are drafted for use where the Company operates outside the scope of regulated activities (unless and until otherwise agreed in writing and lawfully permitted). They are designed to help manage FSMA s.21 financial promotion risk and FCA perimeter risk.

1. Definitions and Interpretation

1.1 “Agreement” means any engagement letter, mandate, term sheet, statement of work, or other written contract entered into between the Company and a Counterparty, incorporating these Terms.

1.2 “Counterparty” means any person (whether natural or legal) to whom the Company provides Services or with whom the Company engages in discussions regarding a potential Transaction, including prospective investors and prospective banking partners.

1.3 “Services” means corporate advisory, commercial advisory, project origination, project coordination, introductions (where permitted), non-regulated strategic support, documentation coordination, and other ancillary services expressly agreed in writing.

1.4 “Transaction” means any contemplated investment, co-investment, financing, banking relationship, project funding, or other arrangement discussed with a Counterparty.

1.5 “FSMA” means the Financial Services and Markets Act 2000.

1.6 “FCA” means the Financial Conduct Authority.

1.7 References to legislation include amendments and re-enactments. Headings do not affect interpretation.

2. Status, Capacity and Regulatory Perimeter

2.1 No representation of authorisation. Unless expressly stated in a specific Agreement, the Company is not providing Services as an FCA-authorised person and does not hold itself out as carrying on regulated activities in the United Kingdom.

2.2 Perimeter. The Company’s Services are intended to be delivered so as to avoid activities that would require FCA authorisation (for example, regulated activities such as advising on investments, arranging deals in investments, dealing as agent/principal, managing investments, safeguarding and administering investments, or accepting deposits). The FCA perimeter is addressed in the FCA Handbook perimeter guidance.

2.3 No investment advice / no personal recommendation. The Company does not provide investment advice or a personal recommendation within the meaning applied in FCA materials, unless it has expressly agreed to do so in writing and is lawfully permitted. Communications are intended to be information and process support, not a recommendation tailored to the Counterparty.

2.4 Counterparty responsibility. The Counterparty is solely responsible for obtaining independent legal, regulatory, tax, accounting and investment advice and for any decision to proceed with a Transaction.

3. Financial Promotions and Communications

3.1 Financial promotion restriction. The Counterparty acknowledges that, under FSMA s.21, a person must not, in the course of business, communicate an invitation or inducement to engage in investment activity unless an exemption applies or the communication is approved by an authorised person.

3.2 Intended nature of Company materials. Any information, memorandum, teaser, deck, term sheet, banking overview, or other materials provided by the Company are intended to be:

• factual and high-level, and/or
• provided for discussion, pre-due diligence, and process coordination,

and are not intended to be a financial promotion unless expressly labelled and handled as such.

3.3 Restricted onward distribution. The Counterparty shall not copy, forward, publish, post, disseminate, or otherwise communicate any Company materials to any third party (including via websites or social media) without the Company’s prior written consent.

3.4 No reliance on exemptions. Where any exemption under the Financial Promotion Order or other regime is contemplated, the parties will agree in writing the basis on which communications are made. The Company may require the Counterparty to provide confirmations (including investor classification) as a condition of any disclosure.

3.5 Right to re-paper communications. The Company may withdraw, amend, re-issue, or restate any communication to reduce regulatory risk or to reflect updated information.

4. Scope of Services

4.1 The Company may provide (as applicable and agreed):

• project origination and screening support;
• strategic and commercial analysis (non-regulated);
• support in preparing and coordinating non-reliance information packages;
• introductions to professional advisers, counterparties, banks, escrow agents or service providers where permitted;
• coordination of due diligence workflows and data room processes;
• transaction support (non-regulated), including drafting coordination and timetable management.

4.2 Exclusions. Unless expressly agreed in writing:

• the Company does not arrange investments, broker securities, or place investments;
• the Company does not provide regulated advice;
• the Company does not hold client money or custody assets;
• the Company does not act as a trustee, depositary, custodian, nominee, or escrow agent.

5. Engagement, Mandate and Authority

5.1 No Services commence until an Agreement is executed (or the Company confirms commencement in writing).

5.2 The Counterparty warrants that the individual(s) signing an Agreement has authority to bind the Counterparty.

5.3 The Company may rely on instructions given by authorised representatives.

6. KYC/AML, Sanctions and Compliance Conditions Precedent

6.1 Compliance condition. The Company may require completion of KYC/AML checks and sanctions screening before (i) providing sensitive materials, (ii) making introductions, or (iii) progressing any Transaction.

6.2 The Counterparty shall promptly provide accurate information and documentation reasonably requested for compliance.

6.3 The Company may suspend or terminate Services (without liability) where:

• KYC/AML is not satisfactorily completed;
• sanctions or adverse findings arise; or
• proceeding would create legal, regulatory or reputational risk.

7. No Client Money; No Custody of Assets

7.1 The Company does not accept, hold, control or safeguard client money or custody assets for the Counterparty.

7.2 If a Transaction requires escrow, custody, or safeguarding arrangements, these shall be provided by an appropriately regulated third-party institution under separate terms between the Counterparty and that provider.

7.3 The Counterparty acknowledges that FCA CASS obligations apply to firms that hold or control client money or safe custody assets; the Company does not undertake those functions under these Terms.

8. Information, Accuracy and Non-Reliance

8.1 Information sources. Information may be derived from the Counterparty, project sponsors, third parties, public sources, or professional advisers.

8.2 No warranty. The Company gives no representation or warranty as to the accuracy, completeness or fairness of any information, forecasts, assumptions or third-party materials, except to the extent expressly set out in an Agreement.

8.3 Non-reliance. The Counterparty confirms it is not relying on the Company for:

• investment advice or suitability assessment;
• legal, tax, accounting or regulatory advice;
• verification of third-party statements;
• and that it will conduct its own due diligence.

8.4 Forward-looking statements. Any projections are illustrative only and subject to material uncertainty.

9. Fees, Costs and Payment

9.1 Fees (including any retainers, success fees, monthly fees, or milestone fees) shall be set out in the Agreement.

9.2 Unless stated otherwise:

• fees are exclusive of VAT and taxes (if applicable);
• invoiced amounts are payable within 14 days of invoice date.

9.3 The Company may charge reasonable out-of-pocket expenses (travel, data room, advisers) where agreed or reasonably incurred.

9.4 The Company may suspend performance for late payment.

10. Conflicts of Interest

10.1 The Company may act for other clients and may have interests in sectors, jurisdictions, or counterparties similar to the Counterparty.

10.2 Where a conflict arises that is material, the Company will disclose it to the extent reasonably practicable and lawful and may implement information barriers or decline/terminate the engagement.

11. Confidentiality

11.1 Each party shall keep confidential all non-public information received from the other party (“Confidential Information”).

11.2 Confidential Information may be disclosed:

• to professional advisers under confidentiality;
• as required by law, court order, regulator or competent authority;
• with prior written consent of the disclosing party.

11.3 Confidentiality obligations survive termination for 5 years (or longer for trade secrets).

12. Data Protection

12.1 Each party shall comply with applicable data protection laws (including UK GDPR and the Data Protection Act 2018).

12.2 Where the Company processes personal data on behalf of the Counterparty as processor, the parties shall enter into an appropriate data processing addendum.

13. Intellectual Property and Permitted Use

13.1 All IP in materials created by the Company remains the Company’s property unless agreed otherwise.

13.2 The Counterparty may use Company materials solely for evaluating and implementing the Transaction and not for any other purpose.

14. Record-Keeping and Communications Controls

14.1 The Counterparty shall not make any public statement referencing the Company, any Transaction, or any materials without prior written consent.

14.2 The Company may require communications protocols (single point of contact, approved language, controlled distribution) to reduce the risk of an unauthorised financial promotion.

15. Limitation of Liability

15.1 Nothing in these Terms excludes liability for fraud, fraudulent misrepresentation, or any liability that cannot be excluded under English law.

15.2 Subject to clause 15.1, the Company shall not be liable for:

• indirect or consequential loss;
• loss of profit, revenue, goodwill, opportunity, or anticipated savings;
• losses arising from third-party acts/omissions.

15.3 Cap. Where the Company is liable, its total aggregate liability in contract, tort (including negligence), breach of statutory duty or otherwise shall be capped at the total fees paid (or payable) under the relevant Agreement in the 12 months preceding the event giving rise to liability, unless the Agreement states another cap.

15.4 The Counterparty acknowledges that this clause is a reasonable allocation of risk given the nature of the Services and fees.

16. Indemnity

16.1 The Counterparty shall indemnify the Company against losses arising out of:

• inaccurate or misleading information supplied by the Counterparty;
• breach of these Terms by the Counterparty;
• unlawful distribution or publication of Company materials (including any unauthorised financial promotion);
• the Counterparty’s breach of law or regulation (including sanctions/AML).

17. Term and Termination

17.1 The Agreement continues until terminated in accordance with its terms.

17.2 Either party may terminate on written notice if the other party materially breaches and fails to remedy within 14 days.

17.3 The Company may terminate immediately where required for legal/regulatory/compliance reasons.

17.4 On termination:

• accrued fees and costs remain payable;
• clauses on confidentiality, IP, non-reliance, limitation of liability, indemnity and governing law survive.

18. Anti-Bribery and Corruption

18.1 Each party shall comply with the Bribery Act 2010 and maintain adequate procedures to prevent bribery.

19. Notices

19.1 Notices must be in writing and delivered by hand, courier, or email to the addresses specified in the Agreement (or otherwise notified).

19.2 Notices by email are deemed received on the next business day (unless an error message is received).

20. Assignment and Sub-contracting

20.1 The Counterparty may not assign without the Company’s prior written consent.

20.2 The Company may sub-contract elements of the Services to professional advisers or contractors, remaining responsible for their work where required by law and the Agreement.

21. Entire Agreement; Variation

21.1 The Agreement (including these Terms and any schedules) constitutes the entire agreement.

21.2 Variations must be in writing and signed by both parties.

22. Governing Law and Jurisdiction

22.1 These Terms and any non-contractual obligations are governed by the laws of England and Wales.

22.2 The courts of England and Wales shall have exclusive jurisdiction.

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