Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Brenton Financial Pte. Ltd (trading as "Brenton") and its affiliates, including Brenton Financial Pty Ltd (Australia), regarding your use of our website and advisory services.

By accessing our website, engaging our services, or entering into an advisory relationship with us, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

If you do not agree to these Terms, you must not use our website or services.

2. Definitions

• "Brenton," "we," "us," or "our" refers to Brenton Financial Pte. Ltd, Brenton Financial Pty Ltd, and their affiliated entities
• "Services" refers to all advisory, consulting, and related services provided by Brenton
• "Website" refers to all Brenton websites, applications, and digital platforms
• "Engagement Letter" refers to the specific agreement governing the provision of Services to a Client
• "Confidential Information" refers to all non-public information disclosed in connection with our relationship

3. Services Overview

Brenton provides independent financial advisory services, including but not limited to:

• Mergers and acquisitions advisory
• Strategic advisory services
• Capital markets advisory (real estate and corporate)
• Capital raising and structuring
• Valuation services
• Due diligence and transaction support

Specific services, deliverables, fees, and terms are set forth in individual Engagement Letters.

4. Nature of Services - Not Investment Advice

Important Notice: Brenton provides advisory services and does not:

• Manage investments or discretionary accounts
• Provide personal investment advice or recommendations to retail investors
• Offer investment products, securities, or financial instruments
• Act as a broker-dealer or investment manager

Our Services are intended for sophisticated institutional clients, corporations, and qualified investors. All decisions to pursue transactions, raise capital, or engage in M&A activities remain solely with the Client.

5. Engagement Terms

5.1 Engagement Letter

All advisory relationships are governed by a signed Engagement Letter that specifies:

• Scope of services and deliverables
• Fees, expenses, and payment terms
• Term and termination provisions
• Confidentiality obligations
• Limitations of liability

5.2 Fees and Payment

Clients agree to pay all fees and expenses as outlined in the Engagement Letter. Fee structures may include:

• Retainer Fees: Fixed fees for advisory services
• Success Fees: Transaction-based fees contingent on completion
• Hourly Fees: Time-based billing for specific services
• Expenses: Reasonable out-of-pocket expenses incurred in providing Services

All fees are exclusive of applicable taxes, which shall be added as required by law.

5.3 Termination

Either party may terminate an engagement in accordance with the Engagement Letter. Upon termination:

• Client remains obligated to pay all fees earned and expenses incurred up to the termination date
• Confidentiality obligations continue indefinitely
• Brenton will return or destroy Client materials as instructed

6. Client Obligations

Clients agree to:

• Provide Information: Supply accurate, complete, and timely information required for Services
• Cooperation: Cooperate with Brenton and provide reasonable access to personnel and records
• Regulatory Compliance: Ensure all information and activities comply with applicable laws
• Independent Judgment: Make independent decisions regarding transactions and strategies
• Confidentiality: Maintain confidentiality of Brenton's proprietary methodologies and analysis
• Indemnification: Indemnify Brenton against claims arising from Client-provided information or decisions

7. Confidentiality

Both parties acknowledge that they may receive Confidential Information during the engagement. Each party agrees to:

• Maintain strict confidentiality of all Confidential Information
• Use Confidential Information solely for the purposes of the engagement
• Limit disclosure to employees, advisors, and service providers with a need to know
• Return or destroy Confidential Information upon request or termination

Confidentiality obligations do not apply to information that: (a) is publicly available, (b) was known prior to disclosure, (c) is independently developed, or (d) must be disclosed by law or regulation.

8. Conflicts of Interest

Brenton maintains rigorous conflict management procedures. We will:

• Disclose any material conflicts of interest prior to engagement
• Maintain information barriers between conflicted engagements
• Seek Client consent when potential conflicts arise
• Decline engagements where conflicts cannot be adequately managed

Brenton may advise multiple clients in the same industry or sector, provided appropriate safeguards are in place.

9. Limitations and Disclaimers

9.1 No Warranties

Services are provided on an "as is" basis. Brenton makes no warranties, express or implied, regarding:

• Success or outcome of any transaction
• Accuracy of third-party information
• Market conditions or future performance
• Availability of capital or counterparties

9.2 Client Responsibility

Clients acknowledge that:

• All decisions are made independently based on Client's own analysis and judgment
• Brenton's analysis and opinions are not guarantees of outcome
• Clients should consult legal, tax, and accounting advisors independently
• Past performance is not indicative of future results

9.3 Limitation of Liability

To the maximum extent permitted by law:

• Brenton's total liability shall not exceed the fees paid for the specific engagement
• Brenton shall not be liable for indirect, consequential, or punitive damages
• Limitations do not apply to liability arising from gross negligence, fraud, or willful misconduct

10. Intellectual Property

All intellectual property rights in Brenton's methodologies, models, templates, and work product remain the exclusive property of Brenton. Clients receive a limited, non-transferable license to use deliverables solely for the purposes of the engagement.

Client materials and data remain the property of the Client. Brenton may retain copies for regulatory compliance and quality assurance purposes.

11. Regulatory and Compliance

Brenton operates under the regulatory frameworks of multiple jurisdictions:

• Singapore: Monetary Authority of Singapore (MAS)
• Australia: Australian Securities and Investments Commission (ASIC)
• Korea: Financial Services Commission (FSC)
• UAE: Dubai Financial Services Authority (DFSA)

Clients agree to cooperate with all regulatory requirements, including KYC (Know Your Customer), AML (Anti-Money Laundering), and CTF (Counter-Terrorism Financing) procedures.

12. Website Use

12.1 Permitted Use

You may access and use our Website for informational purposes only. You agree not to:

• Use automated systems (bots, scrapers) to access the Website
• Attempt to gain unauthorized access to our systems
• Transmit viruses, malware, or harmful code
• Impersonate others or provide false information
• Use the Website for unlawful purposes

12.2 Website Content

All content on our Website, including text, graphics, logos, and software, is the property of Brenton and protected by intellectual property laws. You may not reproduce, distribute, or create derivative works without our written permission.

12.3 Third-Party Links

Our Website may contain links to third-party websites. We are not responsible for the content, privacy practices, or terms of third-party sites.

13. Data Protection

Our collection, use, and protection of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using our Services, you consent to our data practices as described in the Privacy Policy.

14. Indemnification

Client agrees to indemnify, defend, and hold harmless Brenton, its affiliates, and their respective directors, officers, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

• Client's breach of these Terms or the Engagement Letter
• Client's violation of applicable laws or regulations
• Inaccuracy or incompleteness of Client-provided information
• Client's decisions or actions based on Services
• Third-party claims related to the engagement (except where arising from Brenton's negligence or misconduct)

15. Dispute Resolution

15.1 Good Faith Negotiation

In the event of any dispute, the parties agree to first attempt to resolve the matter through good faith negotiation between senior executives.

15.2 Arbitration

If negotiation fails, disputes shall be resolved through binding arbitration in accordance with the rules of the Singapore International Arbitration Centre (SIAC), unless otherwise specified in the Engagement Letter.

• Arbitration shall be conducted in English
• The seat of arbitration shall be Singapore
• Each party shall bear its own costs, with arbitrator fees shared equally
• The arbitrator's decision shall be final and binding

15.3 Exceptions

Either party may seek injunctive relief in court to protect confidential information or intellectual property rights.

16. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Singapore, without regard to conflicts of law principles. Specific Engagement Letters may specify alternative governing law based on the nature and location of services.

17. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

18. Entire Agreement

These Terms, together with the applicable Engagement Letter and Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and communications regarding the subject matter.

No amendment or modification shall be valid unless in writing and signed by authorized representatives of both parties.

19. Changes to Terms

We reserve the right to modify these Terms at any time. Updated Terms will be posted on our Website with a revised "Last Updated" date. Material changes will be communicated to active clients.

Continued use of our Website or Services after changes constitutes acceptance of the updated Terms. Existing Engagement Letters remain governed by the Terms in effect at the time of execution.

20. Contact Information

For questions about these Terms or our Services, please contact: