CONDUS CAPITAL
GENERAL TERMS AND CONDITIONS OF ENGAGEMENT
Effective Date: 2026
Tallinn, Republic of Estonia
Effective Date: 2026
Tallinn, Republic of Estonia
1. GENERAL PROVISIONS AND SCOPE
1.1. Scope of Terms: These General Terms and Conditions of Engagement (hereinafter referred to as the "General Terms") govern the contractual relationship between Condus Capital (registry code registered in Estonia, hereinafter referred to as "Condus Capital", "Firm", "we", "us", or "our") and the client (hereinafter referred to as the "Client" or "you") who engages Condus Capital for professional M&A advisory, corporate transaction structuring, valuation, due diligence support, capital advisory, or related strategic consulting services.
1.2. Engagement Framework: These General Terms form an integral part of any Proposal, Engagement Letter, Advisory Mandate, or Service Agreement (collectively, the "Engagement Agreement") executed between Condus Capital and the Client. In the event of any direct conflict or inconsistency between the specific terms of an Engagement Agreement and these General Terms, the provisions of the specific Engagement Agreement shall prevail.
1.3. Institutional Standard: Condus Capital operates as an independent transactional advisory boutique specializing in real-sector M&A, commercial real estate asset deals, corporate restructuring, and financial technology transaction engineering. Our services are rendered with institutional diligence, professional care, and strict adherence to applicable Estonian and European Union legal frameworks.
2. SERVICES AND ADVISORY SCOPE
2.1. Nature of Services: Condus Capital provides professional transaction advisory, buy-side and sell-side representation, corporate valuation, legal and financial due diligence coordination, joint venture structuring, deal financing advisory, and post-closing integration support (collectively, the "Services").
2.2. No Regulated Legal/Banking Direct Execution: Condus Capital is an M&A and corporate transaction advisory firm. Unless explicitly stated in writing under a specialized mandate, the Firm does not act as a licensed credit institution, escrow agent, or practicing law firm providing courtroom representation. Where licensed legal, audit, notary, or banking services are required for transaction closing (such as Estonian notary execution or formal banking compliance), Condus Capital coordinates such processes with qualified third-party specialists or licensed partners.
2.3. No Guarantee of Transaction Closing: While Condus Capital applies its full expertise, network, and diligence to execute transactions on optimal terms, the final outcome of any M&A negotiation, valuation approval, regulatory licensing clearance, or capital raise depends on market conditions and third-party decisions. Condus Capital does not guarantee that a target transaction will ultimately complete or achieve a specific valuation threshold unless explicitly structured as a performance-contingent milestone in the Engagement Agreement.
3. CLIENT OBLIGATIONS AND COOPERATION
3.1. Provision of Accurate Information: The Client shall provide Condus Capital with all necessary, complete, accurate, and up-to-date documentation, financial data, corporate records, and business disclosures required for the performance of the Services. Condus Capital relies entirely on the accuracy and completeness of information provided by the Client without independent forensic verification, unless detailed forensic audit is explicitly included in the scope of work.
3.2. Timely Instructions: The Client agrees to provide timely instructions, decisions, approvals, and access to key management personnel, legal counsel, and Virtual Data Rooms (VDR) to prevent unnecessary deal delays or transaction disruption.
3.3. Compliance and Authority: The Client warrants and represents that it possesses full corporate power, authority, and statutory rights to enter into the Engagement Agreement and that all assets, companies, or transaction targets submitted to Condus Capital are free from undisclosed encumbrances, fraudulent conveyances, or criminal origins.
4. FEES, INVOICING, AND PAYMENT TERMS
4.1. Fee Structures: Condus Capital's remuneration may consist of fixed advisory fees, retainer payments, milestone fees, success fees (percentage-based transaction success fees), or hourly rates, as detailed in the applicable Engagement Agreement.
4.2. Success Fees: Where a success fee is agreed upon, such fee becomes fully earned, due, and payable upon the execution of a binding transaction agreement (e.g., Share Purchase Agreement - SPA, Asset Purchase Agreement - APA, Investment Agreement, or Shareholders' Agreement - SHA) or upon closing, as specified in the mandate.
4.3. Payment Mechanics and Taxes: All invoices issued by Condus Capital are payable in Euros (EUR) within 7 (seven) calendar days from the invoice date, unless stated otherwise. All quoted fees are exclusive of Value Added Tax (VAT) and any applicable statutory duties or third-party expenses (e.g., notary fees, translation costs, registry fees, external legal/audit fees), which shall be reimbursed by the Client upon prior notice.
4.4. Late Payment Interest: In the event of late payment, Condus Capital reserves the right to charge default interest at the rate of 0.05% per day or the statutory default rate under Estonian law, whichever is higher, until full settlement is made. Condus Capital reserves the right to suspend performance of Services during any period of invoice default.
5. CONFIDENTIALITY, NDAS, AND NON-CIRCUMVENTION
5.1. Confidentiality Obligation: Both Condus Capital and the Client agree to maintain strict confidentiality regarding all non-public business, financial, technical, and operational information exchanged during the course of the engagement. Confidential Information shall not be disclosed to third parties without prior written consent, except to professional advisors, bankers, notaries, or regulatory authorities involved in the transaction under equivalent non-disclosure obligations.
5.2. Non-Circumvention: The Client explicitly agrees not to bypass, circumvent, or directly contact any transaction counterparties, off-market targets, investor contacts, or strategic partners introduced or presented by Condus Capital with the intent to avoid payment of advisory fees or success remuneration. Any breach of non-circumvention shall entitle Condus Capital to liquidated damages equal to the full success fee that would have been earned on the underlying transaction.
6. ANTI-MONEY LAUNDERING (AML) AND COMPLIANCE
6.1. KYC & AML Screening: In compliance with applicable Estonian Anti-Money Laundering and Terrorist Financing Prevention regulations and international sanctions standards, Condus Capital is obligated to verify the identity of the Client, its ultimate beneficial owners (UBO), corporate structure, and source of funds prior to and during the provision of Services.
6.2. Cooperation and Refusal: The Client agrees to promptly submit all required Know Your Customer (KYC) documentation. Condus Capital reserves the unconditional right to suspend or terminate any engagement immediately without liability if the Client fails AML verification, submits fraudulent records, or appears on international economic sanctions lists (e.g., EU, UN, OFAC).
7. INTELLECTUAL PROPERTY AND WORK PRODUCTS
7.1. Ownership of Work Products: All analytical models, financial valuations, information memorandums, teasers, transaction structures, risk reports, and presentation materials created by Condus Capital remain the sole intellectual property of Condus Capital until all agreed fees are paid in full.
7.2. Limited License: Upon full payment of fees, the Client receives a non-exclusive, non-transferable, perpetual license to use the delivered work products solely for the specific internal purpose and transaction defined in the Engagement Agreement.
8. LIMITATION OF LIABILITY
8.1. Standard of Care: Condus Capital shall perform its obligations under these General Terms with professional skill, diligence, and care consistent with European M&A transaction standards.
8.2. Cap on Liability: To the maximum extent permitted under Estonian law, Condus Capital's total aggregate liability for any direct damages, losses, claims, or expenses arising out of or in connection with the Services shall be strictly limited to the total amount of professional advisory fees actually paid by the Client to Condus Capital under the specific Engagement Agreement giving rise to the claim.
8.3. Exclusion of Consequential Damages: In no event shall Condus Capital, its board members, employees, or partners be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, lost revenue, commercial interruption, or loss of business opportunity.
9. TERM AND TERMINATION
9.1. Duration: The Engagement Agreement enters into force upon execution by both parties and remains active until the completion of Services or termination in accordance with its terms.
9.2. Termination for Convenience: Either party may terminate the engagement by providing 14 (fourteen) calendar days' written notice to the other party. Upon termination, the Client shall immediately reimburse Condus Capital for all Services rendered and out-of-pocket expenses incurred up to the date of termination.
9.3. Post-Termination Protection: If a transaction is completed with an introduced counterparty within 12 (twelve) months following the termination of the mandate, Condus Capital shall remain fully entitled to its contractual success fee.
10. GOVERNING LAW AND DISPUTE RESOLUTION
10.1. Governing Law: These General Terms, the Engagement Agreement, and all non-contractual obligations arising out of or related to them shall be governed by and construed in accordance with the substantive laws of the Republic of Estonia, without giving effect to conflict of law principles.
10.2. Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to these General Terms or the Engagement Agreement shall first be resolved through good-faith executive negotiations. If an amicable settlement is not reached within 30 (thirty) days, the dispute shall be finally settled by the Harju County Court (Harju Maakohus) in Tallinn, Republic of Estonia as the court of first instance.
11. MISCELLANEOUS
11.1. Severability: If any provision of these General Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
11.2. Amendments: Condus Capital reserves the right to update or amend these General Terms periodically. The applicable version shall be the version in effect at the time the specific Engagement Agreement is signed by the Client.
Condus Capital | Advisory & M&A Engineering
Harju maakond, Tallinn, Estonia | www.condus.eu
1.1. Scope of Terms: These General Terms and Conditions of Engagement (hereinafter referred to as the "General Terms") govern the contractual relationship between Condus Capital (registry code registered in Estonia, hereinafter referred to as "Condus Capital", "Firm", "we", "us", or "our") and the client (hereinafter referred to as the "Client" or "you") who engages Condus Capital for professional M&A advisory, corporate transaction structuring, valuation, due diligence support, capital advisory, or related strategic consulting services.
1.2. Engagement Framework: These General Terms form an integral part of any Proposal, Engagement Letter, Advisory Mandate, or Service Agreement (collectively, the "Engagement Agreement") executed between Condus Capital and the Client. In the event of any direct conflict or inconsistency between the specific terms of an Engagement Agreement and these General Terms, the provisions of the specific Engagement Agreement shall prevail.
1.3. Institutional Standard: Condus Capital operates as an independent transactional advisory boutique specializing in real-sector M&A, commercial real estate asset deals, corporate restructuring, and financial technology transaction engineering. Our services are rendered with institutional diligence, professional care, and strict adherence to applicable Estonian and European Union legal frameworks.
2. SERVICES AND ADVISORY SCOPE
2.1. Nature of Services: Condus Capital provides professional transaction advisory, buy-side and sell-side representation, corporate valuation, legal and financial due diligence coordination, joint venture structuring, deal financing advisory, and post-closing integration support (collectively, the "Services").
2.2. No Regulated Legal/Banking Direct Execution: Condus Capital is an M&A and corporate transaction advisory firm. Unless explicitly stated in writing under a specialized mandate, the Firm does not act as a licensed credit institution, escrow agent, or practicing law firm providing courtroom representation. Where licensed legal, audit, notary, or banking services are required for transaction closing (such as Estonian notary execution or formal banking compliance), Condus Capital coordinates such processes with qualified third-party specialists or licensed partners.
2.3. No Guarantee of Transaction Closing: While Condus Capital applies its full expertise, network, and diligence to execute transactions on optimal terms, the final outcome of any M&A negotiation, valuation approval, regulatory licensing clearance, or capital raise depends on market conditions and third-party decisions. Condus Capital does not guarantee that a target transaction will ultimately complete or achieve a specific valuation threshold unless explicitly structured as a performance-contingent milestone in the Engagement Agreement.
3. CLIENT OBLIGATIONS AND COOPERATION
3.1. Provision of Accurate Information: The Client shall provide Condus Capital with all necessary, complete, accurate, and up-to-date documentation, financial data, corporate records, and business disclosures required for the performance of the Services. Condus Capital relies entirely on the accuracy and completeness of information provided by the Client without independent forensic verification, unless detailed forensic audit is explicitly included in the scope of work.
3.2. Timely Instructions: The Client agrees to provide timely instructions, decisions, approvals, and access to key management personnel, legal counsel, and Virtual Data Rooms (VDR) to prevent unnecessary deal delays or transaction disruption.
3.3. Compliance and Authority: The Client warrants and represents that it possesses full corporate power, authority, and statutory rights to enter into the Engagement Agreement and that all assets, companies, or transaction targets submitted to Condus Capital are free from undisclosed encumbrances, fraudulent conveyances, or criminal origins.
4. FEES, INVOICING, AND PAYMENT TERMS
4.1. Fee Structures: Condus Capital's remuneration may consist of fixed advisory fees, retainer payments, milestone fees, success fees (percentage-based transaction success fees), or hourly rates, as detailed in the applicable Engagement Agreement.
4.2. Success Fees: Where a success fee is agreed upon, such fee becomes fully earned, due, and payable upon the execution of a binding transaction agreement (e.g., Share Purchase Agreement - SPA, Asset Purchase Agreement - APA, Investment Agreement, or Shareholders' Agreement - SHA) or upon closing, as specified in the mandate.
4.3. Payment Mechanics and Taxes: All invoices issued by Condus Capital are payable in Euros (EUR) within 7 (seven) calendar days from the invoice date, unless stated otherwise. All quoted fees are exclusive of Value Added Tax (VAT) and any applicable statutory duties or third-party expenses (e.g., notary fees, translation costs, registry fees, external legal/audit fees), which shall be reimbursed by the Client upon prior notice.
4.4. Late Payment Interest: In the event of late payment, Condus Capital reserves the right to charge default interest at the rate of 0.05% per day or the statutory default rate under Estonian law, whichever is higher, until full settlement is made. Condus Capital reserves the right to suspend performance of Services during any period of invoice default.
5. CONFIDENTIALITY, NDAS, AND NON-CIRCUMVENTION
5.1. Confidentiality Obligation: Both Condus Capital and the Client agree to maintain strict confidentiality regarding all non-public business, financial, technical, and operational information exchanged during the course of the engagement. Confidential Information shall not be disclosed to third parties without prior written consent, except to professional advisors, bankers, notaries, or regulatory authorities involved in the transaction under equivalent non-disclosure obligations.
5.2. Non-Circumvention: The Client explicitly agrees not to bypass, circumvent, or directly contact any transaction counterparties, off-market targets, investor contacts, or strategic partners introduced or presented by Condus Capital with the intent to avoid payment of advisory fees or success remuneration. Any breach of non-circumvention shall entitle Condus Capital to liquidated damages equal to the full success fee that would have been earned on the underlying transaction.
6. ANTI-MONEY LAUNDERING (AML) AND COMPLIANCE
6.1. KYC & AML Screening: In compliance with applicable Estonian Anti-Money Laundering and Terrorist Financing Prevention regulations and international sanctions standards, Condus Capital is obligated to verify the identity of the Client, its ultimate beneficial owners (UBO), corporate structure, and source of funds prior to and during the provision of Services.
6.2. Cooperation and Refusal: The Client agrees to promptly submit all required Know Your Customer (KYC) documentation. Condus Capital reserves the unconditional right to suspend or terminate any engagement immediately without liability if the Client fails AML verification, submits fraudulent records, or appears on international economic sanctions lists (e.g., EU, UN, OFAC).
7. INTELLECTUAL PROPERTY AND WORK PRODUCTS
7.1. Ownership of Work Products: All analytical models, financial valuations, information memorandums, teasers, transaction structures, risk reports, and presentation materials created by Condus Capital remain the sole intellectual property of Condus Capital until all agreed fees are paid in full.
7.2. Limited License: Upon full payment of fees, the Client receives a non-exclusive, non-transferable, perpetual license to use the delivered work products solely for the specific internal purpose and transaction defined in the Engagement Agreement.
8. LIMITATION OF LIABILITY
8.1. Standard of Care: Condus Capital shall perform its obligations under these General Terms with professional skill, diligence, and care consistent with European M&A transaction standards.
8.2. Cap on Liability: To the maximum extent permitted under Estonian law, Condus Capital's total aggregate liability for any direct damages, losses, claims, or expenses arising out of or in connection with the Services shall be strictly limited to the total amount of professional advisory fees actually paid by the Client to Condus Capital under the specific Engagement Agreement giving rise to the claim.
8.3. Exclusion of Consequential Damages: In no event shall Condus Capital, its board members, employees, or partners be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, lost revenue, commercial interruption, or loss of business opportunity.
9. TERM AND TERMINATION
9.1. Duration: The Engagement Agreement enters into force upon execution by both parties and remains active until the completion of Services or termination in accordance with its terms.
9.2. Termination for Convenience: Either party may terminate the engagement by providing 14 (fourteen) calendar days' written notice to the other party. Upon termination, the Client shall immediately reimburse Condus Capital for all Services rendered and out-of-pocket expenses incurred up to the date of termination.
9.3. Post-Termination Protection: If a transaction is completed with an introduced counterparty within 12 (twelve) months following the termination of the mandate, Condus Capital shall remain fully entitled to its contractual success fee.
10. GOVERNING LAW AND DISPUTE RESOLUTION
10.1. Governing Law: These General Terms, the Engagement Agreement, and all non-contractual obligations arising out of or related to them shall be governed by and construed in accordance with the substantive laws of the Republic of Estonia, without giving effect to conflict of law principles.
10.2. Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to these General Terms or the Engagement Agreement shall first be resolved through good-faith executive negotiations. If an amicable settlement is not reached within 30 (thirty) days, the dispute shall be finally settled by the Harju County Court (Harju Maakohus) in Tallinn, Republic of Estonia as the court of first instance.
11. MISCELLANEOUS
11.1. Severability: If any provision of these General Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
11.2. Amendments: Condus Capital reserves the right to update or amend these General Terms periodically. The applicable version shall be the version in effect at the time the specific Engagement Agreement is signed by the Client.
Condus Capital | Advisory & M&A Engineering
Harju maakond, Tallinn, Estonia | www.condus.eu
