Terms of Engagement – Borrowing Review Services

1.1 Our borrowing review service is a limited, independent, document-based analysis service.

1.2 The service is restricted to the review of selected documents and information supplied by you within the agreed scope.

1.3 The purpose of the service is to:

• identify structural features of the borrowing arrangement;
• explain pricing, cost, and contractual mechanisms;
• highlight apparent risks, anomalies, and areas requiring clarification;
• provide written observations based on the material supplied.

1.4 The service is informational and analytical only.

1.5 We do not provide:

• financial advice;
• legal advice;
• tax advice;
• accounting advice;
• mortgage advice;
• investment advice;
• debt counselling;
• debt adjusting;
• debt administration;
• credit broking;
• lender selection;
• suitability or appropriateness assessments;
• recommendations to proceed, not proceed, refinance, restructure, or replace any borrowing arrangement;
• implementation, execution, negotiation, or representation.

1.6 We are not authorised or regulated by the Financial Conduct Authority and do not carry on regulated activities.

2.1 We act independently.

2.2 We do not:

• act as a broker, intermediary, agent, introducer, or representative;
• negotiate with lenders, brokers, or other third parties on your behalf;
• make introductions for commission or fee;
• receive commissions, referral fees, trail fees, success fees, or any other third-party remuneration in connection with your matter;
• select products, facilities, lenders, or providers for you;
• make or assist with any borrowing decision.

2.3 Any observations we provide are limited to the material reviewed and the scope agreed.

3.1 Our engagement is limited strictly to the documents, extracts, and information expressly identified in the engagement email or otherwise agreed in writing.

3.2 Unless expressly agreed in writing, the service does not include:

• review of your overall financial position;
• affordability, creditworthiness, or feasibility analysis;
• legal due diligence;
• regulatory sign-off;
• drafting, redrafting, negotiation, or implementation;
• ongoing monitoring after delivery;
• updates for later events or changed circumstances;
• searching for missing documentation;
• independent verification of completeness, authenticity, legality, or accuracy of all materials supplied;
• representation in any dispute, complaint, or proceeding.

3.3 Any additional task outside scope will only be undertaken if we expressly agree in writing and may attract additional fees.

4.1 You are responsible for ensuring that information and documents supplied are accurate, complete in all material respects, lawful to disclose, and relevant to the agreed scope.

4.2 You must not provide unnecessary, excessive, or sensitive data.

4.3 Unless expressly requested in writing, you must not send:

• bank statements;
• full accounts;
• management accounts;
• statutory accounts;
• tax returns;
• VAT returns;
• payroll records;
• employee data;
• identity documents;
• medical information;
• special category personal data;
• criminal offence data;
• full email chains;
• unrelated attachments;
• any information outside the agreed scope.

4.4 If you provide material outside scope, we may ignore it, delete it, redact it, or decline to process it.

4.5 If you provide information concerning another individual, you confirm that you have authority to do so and that any required notice has been given.

5.1 Where clarification is required, you may provide limited extracts of communications relating only to:

• pricing;
• fees;
• repayment terms;
• structural features;
• specific contractual clarification points.

5.2 Any such extracts must:

• be relevant and proportionate;
• be redacted to remove personal or sensitive data;
• not include full correspondence histories or unrestricted email chains.

5.3 We reserve the right to disregard, redact, or delete any material that falls outside these parameters.

6.1 Our analysis is based solely on the information made available to us at the time of review.

6.2 We are entitled to assume, unless we expressly state otherwise, that:

• the documents supplied are genuine;
• the information supplied is accurate and complete for the purpose provided;
• no undisclosed fact or document materially alters the position.

6.3 We do not undertake a duty to detect every error, omission, inconsistency, or hidden issue in the materials supplied.

6.4 Any observations are confined to the agreed scope and the material actually reviewed.

7.1 All outputs are informational only.

7.2 We do not advise whether you should:

• proceed with a borrowing arrangement;
• decline a borrowing arrangement;
• renegotiate terms;
• refinance;
• restructure;
• switch lender;
• take any other commercial, financial, legal, or strategic step.

7.3 You remain solely responsible for all decisions and actions taken in relation to your matter.

7.4 You should obtain independent professional advice where you require advice, judgment, or sign-off.

8.1 Our fees are usually fixed in advance.

8.2 Unless otherwise agreed in writing, payment is required before work begins.

8.3 Fees are non-refundable once work has commenced, except where required by law.

8.4 Any additional work outside scope will not be undertaken unless separately agreed in writing.

8.5 We may suspend work if payment is not received when due.

9.1 Deliverables may include one or more of the following, depending on the engagement:

• a written summary;
• structured observations;
• identification of key features and risks;
• clarification points;
• a follow-up discussion call.

9.2 Deliverables are not certificates, approvals, endorsements, legal opinions, or suitability statements.

10.1 We will keep your confidential information confidential, subject to these Terms and any legal obligation to disclose.

10.2 You agree to keep our materials confidential and to restrict access to persons within your organisation who have a legitimate need to know.

10.3 You must not publish, circulate, reproduce, adapt, quote out of context, or disclose our materials except as expressly permitted in writing.

10.4 Confidentiality obligations survive completion or termination of the engagement.

11.1 Our reports, summaries, notes, and related materials ("Materials") are provided solely for your internal use in connection with the specific matter we were engaged to review.

11.2 Unless we expressly agree otherwise in writing, the Materials must not be:

• shared with any lender, broker, introducer, provider, adviser, regulator, court, tribunal, or third party;
• used in any dispute, complaint, negotiation, claim, proceeding, or application;
• relied on by anyone other than you;
• published or distributed in whole or in part;
• modified in a way that misstates or distorts their meaning.

11.3 If you are compelled by law to disclose any part of the Materials, you must, where legally permitted, give us advance notice and take reasonable steps to ensure the disclosure is limited and accurate.

12.1 No third party may rely on any Material, statement, observation, or communication from us unless we expressly agree in writing.

12.2 Any third-party reliance is prohibited and undertaken entirely at the third party's own risk.

12.3 We owe no duty of care to any person other than you, and only to the extent expressly set out in these Terms.

13.1 Any unauthorised use, disclosure, reproduction, publication, circulation, or third-party reliance on our Materials constitutes a material breach of these Terms.

13.2 Where misuse occurs, we may, in addition to any other available rights:

• withdraw or terminate the engagement;
• require immediate cessation of use;
• require deletion or return of the Materials;
• seek injunctive relief or other equitable relief;
• recover our losses and costs to the fullest extent permitted by law.

13.3 The parties acknowledge that unauthorised misuse may cause loss that is difficult to quantify, including loss of confidentiality, loss of control over dissemination, reputational harm, administrative time, and the risk of misuse by others.

13.4 Accordingly, the parties agree that a sum of £5,000 per misuse event shall be payable as liquidated damages and not as a penalty, being a genuine pre-estimate of the loss and harm likely to arise from such misuse.

13.5 Each separate act of unauthorised disclosure, publication, or third-party reliance constitutes a separate misuse event.

13.6 This clause does not limit our right to seek injunctive relief or other remedies to the extent permitted by law.

14.1 To the fullest extent permitted by law, we exclude all liability for:

• indirect, incidental, special, exemplary, or consequential loss;
• loss of profit;
• loss of revenue;
• loss of opportunity;
• loss of savings;
• loss of goodwill;
• business interruption;
• decisions made by you;
• actions or omissions of lenders, brokers, providers, advisers, or other third parties;
• loss arising from incomplete, inaccurate, misleading, or withheld information supplied to us.

14.2 Subject always to clause 14.4, our total aggregate liability arising out of or in connection with any engagement shall be limited to the fees actually paid to us in respect of that engagement.

14.3 No claim may be brought more than six months after delivery of the relevant Materials, except where a longer period cannot lawfully be excluded.

14.4 Nothing in these Terms limits or excludes liability that cannot lawfully be limited or excluded, including liability for fraud or any other liability that cannot be excluded under applicable law.

15.1 Our Materials are provided "as is" and "as available".

15.2 We give no warranty or guarantee, express or implied, as to:

• completeness;
• accuracy;
• timeliness;
• merchantability;
• fitness for purpose;
• non-infringement;
• legal effect;
• enforceability;
• compliance;
• outcome;
• suitability;
• absence of errors or omissions.

15.3 Any statement or observation is qualified by the information made available to us and the scope agreed.

16.1 We may decline, suspend, limit, or terminate an engagement at any time, in our sole discretion.

16.2 Reasons may include, without limitation:

• incomplete or unsuitable information;
• scope drift;
• potential regulatory concern;
• inappropriate intended use;
• failure to pay;
• conduct issues;
• reputational risk;
• actual or potential conflict;
• any other matter making continued engagement unsuitable.

16.3 If we terminate before work starts, no fee is payable unless otherwise agreed.

16.4 If we terminate after work has started, fees for work performed and committed costs remain payable.

16.5 We are not required to give detailed reasons for termination.

17.1 All intellectual property rights in our Materials and underlying methods remain our property or that of our licensors, except where otherwise agreed in writing.

17.2 You receive a limited, non-exclusive, non-transferable licence to use the Materials only for your internal purposes in connection with the specific matter reviewed.

17.3 No other right is granted by implication or otherwise.

18.1 Email communication is sufficient for instruction, scope confirmation, and acceptance of these Terms.

18.2 We may rely on instructions or confirmations sent from the email address reasonably understood to be yours.

18.3 Any notice to us must be sent to the contact details stated in our website or engagement email.

19.1 These Terms, together with the engagement email and any written scope confirmation, constitute the entire agreement between the parties in relation to the relevant engagement.

19.2 If there is any inconsistency, the engagement email may clarify scope, but these Terms prevail on liability, confidentiality, misuse, and permitted use unless we expressly agree otherwise in writing.

20.1 If any provision of these Terms is held invalid, illegal, or unenforceable, the remainder will continue in full force to the maximum extent permitted by law.

21.1 These Terms and any dispute or claim arising from them shall be governed by the laws of England and Wales.

21.2 The courts of England and Wales shall have exclusive jurisdiction, subject to any mandatory legal requirement to the contrary.

22.1 In the course of the review, we may consider the documentation provided by you together with relevant publicly available information and our professional knowledge and experience in order to identify whether the arrangement may involve regulated activity, FCA perimeter issues, or potential Financial Ombudsman Service jurisdiction or coverage.

22.2 Any observations we provide on regulatory status are:

• analytical and indicative only;
• limited to the information made available at the time of review;
• not legal advice;
• not regulatory advice;
• not a formal determination of FCA authorisation status, regulatory perimeter, or Financial Ombudsman Service coverage.

22.3 You acknowledge that some lending arrangements are regulated and some are not, and that the regulatory position may depend on the structure of the arrangement and the parties involved.

22.4 Where the position appears uncertain or complex, we may flag the matter for further legal or specialist review.

22.5 Any regulatory observations are made solely for the purpose of the agreed review.