Standard Terms of Trade

Instruction & Authorisation

The Mandate shall come in to effect once signed by the Client, where applicable by any guarantor and also by FAR Financial Services Ltd (“FAR Financial”). Prior to FAR Financial commencing work under the Mandate any required review &/or commitment fee must be paid in full.

In the event the Mandate is not signed by all the Parties, it shall be of no effect or moment and shall not construe any obligation or undertaking on any proposed Party.

Payment of Fees and Expenses

Review or commitment fees, ongoing fees & disbursements shall be payable as set out in the Mandate.

Any introductory/brokerage/outcome/success based fees shall be payable upon the event occurring which triggers payment such as a transaction occurring or business relationship being entered into.

Fund raising brokerage/success fees become payable to FAR Financial by the Client upon a credible party directly or indirectly or deemed to have been introduced by FAR Financial offering funds on terms in line with the Client’s stated Financing Objective, regardless of whether the Client chooses to draw the funds or not. The Client, in signing the Mandate, provides an irrevocable instruction to the solicitor or other party settling the transaction to deduct from settlement all fees due to FAR Financial from the Client pursuant to the Mandate, and to pay the same to any bank account nominated by FAR Financial. The solicitor or other party settling the transaction shall take FAR Financial’s provision of a statement of account with copies of invoices for the amount due for payment on settlement as conclusive proof of amounts due to be paid.

In the event of non-payment of invoices on due date, a written request for payment will be issued. After this if payment is not made within 14 days a flat penalty of 10% shall be applied to the overdue amount and interest at 2% per month will be charged. Further the Client and any guarantor(s) will be liable for all costs of collection incurred by Far Financial, including external debt collection service costs, any legal costs as well as all internal/external management costs related to enforcing collection.

Guarantor and Payment Obligations

The Guarantor(s), if any, undertake(s) that in the event that the Client fails to pay all amounts specified promptly on due date, then the Guarantor(s) will immediately upon this default, become jointly and severally liable for and pay all sums due by the Client to FAR Financial. The financial and indemnity obligations to FAR Financial of the Client and any Guarantor(s) under this agreement shall continue notwithstanding the expiry or termination of the Mandate.


The Client hereby agrees to indemnify FAR Financial and its servants, officers and agents (“FAR Financial & its Related Parties”) against any losses, claims, damages, liabilities, costs, expenses or any other outgoings whatsoever (“Losses”) which FAR Financial & its Related Parties may suffer or incur and which in any way directly or indirectly arise out of FAR Financial’s efforts to carry out The Brief. This will not apply where it can be proven that those losses derived directly through FAR Financial & its Related Parties’ negligence or bad faith provided that this limitation will itself apply only to the extent that the Losses directly result from negligence or bad faith by FAR Financial & its Related Parties.

Confidentiality/Non Disclosure

To carry out the Mandate the Client will provide to FAR Financial information on matters such as product &/or process detail, finances, projections and plans. Where such information is confidential (Confidential Information) FAR Financial undertakes to keep it confidential. This undertaking shall apply to any Confidential Information disclosed, be it in written, oral, data or other form.

FAR Financial agrees not to use any Confidential Information disclosed for its own benefit or disclose it to any other party without the approval of the Client, unless required by order of a valid legal authority.

Exceptions - The obligation of confidentiality and non-use of any Confidential Information does not apply to information which is not or is no longer Confidential information because it :

  1. was known to FAR Financial and/or in its possession prior to its disclosure by the Client;
  2. is made publicly available after its disclosure other than by any act or omission by FAR Financial.
  3. is made available to FAR Financial through a third party other than by any act or omission by FAR Financial;
  4. is developed by FAR Financial from a source other than the Client.
  5. for other reasons is not Confidential Information such as it is covered by other exceptions provided at law to the obligations of confidentiality.

In signing the Client acknowledges that, subject to the same Exceptions above, FAR Financial’s funding and finance industry contacts, templates, proposals, spreadsheets, financial structures and the like are the property of and confidential to FAR Financial.

Physical material provided by the Client and retained by FAR Financial remains the property of the Client. If requested by the Client, FAR Financial shall return or dispose of such material.

The Client agrees not to disclose this Mandate agreement, or any financial advice/reports rendered by FAR Financial in connection with this transaction, to anyone other than its Board of Directors, executives, legal counsel or external accountants without the prior written consent of FAR Financial.

These terms concerning confidentiality shall over-ride any other explicit or implicit confidentiality terms that might otherwise be stated in other documents or attempted to be construed on the relationship.

Level of Service

FAR Financial undertakes to provide a satisfactory level of service to the Client. In the event that it is reasonably demonstrated that the level of service has been unsatisfactory, FAR Financial shall be obliged to repeat provision of the services but shall not be obliged to refund fees paid.

Disclosure of Contacts, Circumvention, further dealings and commission payable on those

The Client shall not attempt to circumvent FAR Financial in dealing with contacts disclosed/parties introduced by FAR Financial &/or parties that are deemed to be introduced by FAR Financial. For a period of 12 months from the expiry of this Mandate the Client shall pay commission to FAR Financial on any transaction(s) between the Client and any contacts disclosed/parties introduced by FAR Financial prior to the expiry of the Mandate. Such commission shall be payable to FAR Financial on the same basis as set out in the Mandate, whether or not FAR Financial took any direct part in the post Mandate transaction(s).

Provision of Information

The Client will make available to FAR Financial all relevant information concerning products, business assets & liabilities, operations, financial conditions and ownership structures etc (this includes agreements the company, shareholders or Directors may have with 3rd parties that could impact on the future value of the business &/or the ability of those parties to perform their current role) in order to ensure FAR Financial has and can convey a full and fair understanding of the situation. The Client (in person or via a Principal, Partner, Director, Trustee or other duly authorised officer of the Client) must ensure that the information provided is not false or misleading, and does not contain any material omissions. Material produced by FAR Financial either electronically or in hard copy is owned by FAR Financial and will not be utilised by the Client in any way unless authorised in writing, noting that this does not impart to FAR Financial any ownership of Confidential Information disclosed by the Client .

Sanction for Misleading Disclosure or Non Payment

If information provided by the Client is false to the extent it produces a materially misleading understanding of the position of the business or related parties or in the event that any payment due is not made, and is still not made even after the further request for payment has been made and then 14 days after a subsequent demand has been raised, then FAR Financial may at its absolute discretion withdraw from and terminate the Mandate entered into with the Client. In these circumstances, all retainer, brokerage and other fees charged by FAR Financial will become immediately payable; and all fees that would have been payable upon successful completion of the Mandate shall become immediately due and payable, notwithstanding the termination of the Mandate.

Upon termination occurring for any reason in this clause FAR Financial shall have no further obligation or duty to the Client.

Ownership of Document Templates & Financial Models

FAR Financial has developed a range of proprietary document templates and financial models. If these are tailored to the Client’s particular situation, only “hard copy” or “non-variable soft copy” (such as pdf or locked documents) versions shall be supplied to the Client and/or prospective funding parties. In entering this Mandate, no transfer of ownership of such models is effected, and they remain the property of FAR Financial. Models developed may be of significant value to the Client’s ongoing business and FAR Financial is prepared to licence for ongoing Client use a selectively modifiable version of the model. Significant future updates to the model must be carried out by FAR Financial and will be made available on terms to be negotiated at such time.

Email and entering and varying contract

Communication by email is an essential part of FAR Financial’s business and the Client undertakes to keep available at all times during this Mandate an operating email account. Notwithstanding this, email shall generally only be used as a communication tool.

Any contractual matters shall only be binding where it is clear that both sides have received, understood and agreed to the matter. This is deemed the case where a document is physically signed off, in original or facsimile, by relevant parties to record the agreement reached. Where an email is sent but there is no evidence to acknowledge receipt and/or agreement by the recipient then this shall not be taken to form or amend a contract.

Credit enquiry authorisation and credit records kept by FAR Financial

The signatories to this agreement both in their personal capacity and on behalf of the Client, if this is a separate entity, (the “Signatories”) agree that FAR Financial may at any time:

  1. give to and seek from any credit providers to the Signatories or any other credit provider or credit rating agency which FAR Financial thinks necessary, and from the Signatories’ Accountant(s), Solicitor(s), Insurer(s), &/or other financial advisor(s) - any information regarding credit arrangements, credit worthiness, credit standing, credit history and/or credit capacity.
  2. obtain a report from a credit reporting agency which may contain personal information about the Signatories.
  3. collect and hold such information. Signatories will have the right to access and correct on request.