Terms & Conditions

Evergreen Capital — Terms of Business

Evergreen Capital is a trading style of Evergreen Capital Funding Solutions (Pty) Ltd, a company incorporated in South Africa ("EC", "the Company", "we", "us").

1.0 Terms of Business

1.1 The Client will provide EC with all such information relating to a funding or transaction requirement as EC may reasonably require, and will co-operate with EC generally to facilitate the assessment, structuring and progression of that requirement.

1.2 EC will liaise with the Client's legal, accounting and other professional advisors as reasonably required to facilitate a successful outcome for the Client.

1.3 EC is engaged to:

(a) source and identify potential capital, funding and transaction solutions;

(b) structure and package the Client's requirement, together with supporting information, in a form appropriate for presentation to funders, investors or counterparties; and

EC does not lend its own balance sheet and is not a bank. EC acts as an arranger of capital and transactions, not as principal.

2.0 Conflicts of Interest and Confidentiality

2.1 Where the Client provides confidential information, EC will keep it confidential at all times, save where disclosure is required by law or by an applicable regulatory, ethical or professional obligation.

2.2 The Client agrees that EC's duty of confidence is satisfied by EC taking such steps as it, in good faith, considers appropriate to preserve confidential information, both during and after termination of the engagement.

2.3 EC may act for multiple clients whose interests could compete or conflict (for example, both a buyer and other prospective buyers in the same process). Where a material conflict arises in relation to a specific mandate, EC will disclose this to the Client and, where necessary, decline to act.

3.0 Limitation of Liability

3.1 Funding terms, pricing and interest rates offered by third-party funders are subject to change, and EC accepts no liability for any act or omission of the Client that results in the non-completion, withdrawal or cancellation of an application or transaction.

3.2 EC is not the agent of any funder, lender, investor or counterparty. All lending, investment or transaction decisions rest solely with the relevant third party, and EC accepts no liability for those decisions.

3.3 There is no relationship of principal and agent between the Client and EC, and EC does not hold itself out, and has not held itself out, as the Client's agent in any transaction it introduces or structures.

3.4 EC does not warrant, expressly or impliedly, the accuracy of information supplied by the Client, and is not liable for inaccurate, incomplete or false information provided by the Client to EC, a funder, or any other counterparty.

3.5 The Client agrees to indemnify EC against all losses, costs, claims, liabilities and expenses arising from the Client's acts or omissions in connection with an application or transaction, including the provision of false, inaccurate or misleading information.

3.6 EC will provide its services with reasonable care and skill. EC is not responsible for losses arising from incorrect or incomplete information supplied by the Client or third parties, delays in the Client providing required information, or the Client's failure to act on EC's guidance or respond promptly to communications.

3.7 Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited under South African law.

4.0 Data Protection

4.1 EC will process personal information provided by the Client in connection with an engagement in accordance with the Protection of Personal Information Act 4 of 2013 ("POPIA"), for the purposes of: assessing and presenting the Client's requirement to funders and counterparties; complying with applicable law, including the Financial Intelligence Centre Act 38 of 2001 (identity verification and the prevention of money laundering and fraud); administering EC's records; and, where consented to, providing the Client with information about EC's services.

4.2 The Client confirms it holds the necessary consent of any third party whose personal or confidential information it discloses to EC, for that information to be processed for the purposes of assessing the Client's requirement and, where a transaction proceeds, administering it.

4.3 The Client consents to EC sharing information provided by the Client with parties reasonably involved in progressing the mandate, including funders, investors, co-advisors, legal and accounting professionals, and other introducers, as relevant to the specific engagement ("Relevant Parties"). EC will not share information more widely than is reasonably necessary for the mandate.

4.4 Where a transaction involves cross-border transfer of personal information, EC will only make such transfer in accordance with POPIA's requirements for cross-border transfers.

4.5 Before presenting an application to a funder, and before any funder advances monies, EC and/or its Relevant Parties may verify the Client's details against fraud prevention databases, company registries (including the CIPC or equivalent foreign registry) and credit bureaux, for identity verification and credit assessment purposes.

4.6 Where EC identifies that information provided by or on behalf of the Client is false, misleading or inaccurate, and this gives rise to a suspicion of fraud, EC may report its findings to fraud prevention agencies, law enforcement or relevant regulatory authorities without further notice to the Client.

5.0 Our Services and Fees

5.1 What we do. EC structures and arranges capital and transactions across commercial property (acquisition funding, development finance, bridging, mezzanine and JV structuring), business acquisitions (local and cross-border), and structured funding (solar and asset finance, working capital, trade finance and expansion capital).

5.2 Whose solutions we present. EC sources funding and transaction solutions from across our network of institutional funders, private lenders, family offices and strategic counterparties, rather than from a single source.

5.3 The nature of our service. EC does not provide regulated financial advice and is not a licensed financial services provider. EC's role is to structure, package and present the Client's requirement to suitable funders and counterparties, and to support the Client through negotiation and closing. Decisions on whether to proceed, and on what terms, remain the Client's own, and the Client should take independent legal, tax and financial advice before committing to any transaction.

5.4 What the Client pays. EC does not charge retainers, upfront working fees or fees for work in progress. EC is engaged either (a) at no cost to the Client, where EC is remunerated by the funder or counterparty, or (b) on a success-fee basis, payable only on successful completion of a transaction, as agreed in writing for the specific mandate.

5.5 Commission. Where a transaction completes, EC may receive commission or a placement fee from the funder or counterparty in addition to, or instead of, any success fee agreed with the Client. The basis of any such commission will be disclosed to the Client before a recommendation is made, to the extent it could reasonably affect that recommendation.

5.6 Credit and identity checks. Where EC introduces the Client to a funder, that funder may run identity and credit checks (which may include soft searches with credit bureaux) as part of its own assessment process. The Client should refer to the relevant funder directly for details of how it processes and uses the Client's information.

6.0 Agreement of Terms

6.1 EC does not and cannot guarantee that any application or transaction will be successful, or that a funder will advance funds in connection with it.

6.2 EC is not liable where an application is unsuccessful or a funder declines to advance funds, provided EC has acted with reasonable care and skill in accordance with clause 3.6.

6.3 EC will use reasonable, commercially prudent endeavours to progress the Client's mandate, but timing and outcome remain subject to third-party funder and market conditions outside EC's control.

6.4 EC will not knowingly become involved in compounding a Client's problems, or in a contract race, as a result of undue pressure from any party to a transaction.

6.5 EC provides a non-advised arranging and structuring service and does not provide regulated financial or investment advice to the Client.

6.6 EC is not liable for its inability to source funding on the terms, in the form, or within the time frame the Client requires, and is not liable for the Client's failure to comply with the terms of any funding offered by a funder.

6.7 EC's remuneration is as set out in clauses 5.4 and 5.5. EC does not charge a separate admin fee unless specifically agreed with the Client in writing for a given mandate. The Client acknowledges that EC may receive commission from its funder network as described in clause 5.5, and may request details of the specific commission applicable to its transaction.

6.8 These terms, and any engagement between EC and the Client, are governed by the laws of South Africa, and the courts of South Africa have jurisdiction to settle any dispute arising from or connected to them, save where a specific transaction agreement expressly provides otherwise.

6.9 EC acts as a capital structuring and transaction arranging firm, sourcing, structuring and arranging capital on the Client's behalf. EC is not a bank or lender, does not lend its own balance sheet, and is not a registered credit provider.

7.0 Website Terms of Use

7.1 By accessing evergreen-capital.co.za, you agree to be bound by these terms, all applicable laws, and confirm you are responsible for compliance with any local laws applicable to you. If you do not agree, you must not use this site. Content on this site is protected by applicable copyright and trademark law.

8.0 Disclaimer and Limitation of Liability (Website)

8.1 Materials on this website are provided "as is". EC makes no warranties, express or implied, and disclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

8.2 EC does not warrant the accuracy, completeness or reliability of materials on this website, or on any site linked to it.

8.3 To the extent permitted by South African law, EC will not be liable for any damages, including loss of data or profit or business interruption, arising from use of or inability to use this website, even where EC has been advised of the possibility of such damage.

9.0 Accuracy of Materials

9.1 Materials on this website may include technical or typographical errors. EC does not warrant that any material on this website is accurate, complete or current, and may update it at any time without notice or commitment to do so.

10.0 Links

10.1 EC has not reviewed all sites linked from this website and is not responsible for their content. Inclusion of a link does not imply endorsement by EC. Use of any linked website is at the user's own risk.

11.0 Modifications

11.1 EC may revise these terms at any time without notice. Continued use of this website constitutes acceptance of the terms then in force.

12.0 Complaints

12.1 We aim to provide a high standard of service at all times. If you wish to raise a complaint, please contact us in writing at hello@evergreen-capital.co.za.