These Terms of Service (the "Terms") constitute a binding agreement between you and FundEmpire Holdings ("FundEmpire") and govern your access to and use of the FundEmpire platform, deal room, and related services (the "Services"). By submitting an application, accepting an invitation, or otherwise accessing the Services, you agree to be bound by these Terms.
1. Nature of the Services
FundEmpire operates a private, invitation-only ecosystem facilitating introductions among pre-vetted institutional capital partners, project owners, and allocators in respect of mandates having a minimum size of USD 5,000,000. FundEmpire is not a broker-dealer, investment adviser, investment bank, fund manager, custodian, or escrow agent, does not provide investment, legal, accounting, tax, or regulatory advice, and does not effect transactions on behalf of any party. All decisions are made independently by each member.
2. Eligibility and Onboarding
Access is restricted to persons and entities that qualify as "accredited investors", "professional clients", "qualified investors", "institutional investors", or equivalent under the laws of their respective jurisdictions, and that satisfy FundEmpire's internal KYC, AML, CTF, sanctions, and reputational due diligence requirements. Membership is at the sole and absolute discretion of FundEmpire and may be suspended or terminated at any time.
3. Member Representations
Each member represents and warrants on a continuing basis that: (a) all information provided is true, accurate, complete, and not misleading; (b) the member has full legal capacity and authority to enter into binding agreements; (c) the member is not subject to any applicable sanctions or restrictions; and (d) the member will comply with all laws applicable to its activities on the platform.
4. Mandates and Fee Structures
Upon approval and subscription, all parties shall configure their preferred fee and deal structures prior to any mandate being listed in the Secure Deal Room. Success fees, retainers, advisory fees, and other economic terms are negotiated bilaterally among members. FundEmpire may, at its discretion, charge platform, subscription, and success-related fees as separately disclosed.
5. Confidentiality
All non-public information shared through the Services, including mandate terms, counterparty identities, financial data, deal documents, and communications, constitutes Confidential Information and may not be disclosed, copied, reverse-engineered, or used for any purpose other than the evaluation and execution of a specific mandate. Confidentiality obligations survive termination of membership indefinitely.
6. No Solicitation, No Public Offering
Nothing on the platform constitutes an offer, solicitation, or invitation to subscribe to or purchase any security, financial instrument, or service in any jurisdiction in which such offer or solicitation would be unlawful. Communications are directed exclusively to eligible members.
7. Independent Verification
Although FundEmpire conducts pre-vetting, members are solely responsible for conducting their own independent legal, regulatory, financial, tax, and commercial due diligence on counterparties and opportunities, and for engaging their own qualified advisors.
8. Prohibited Conduct
Members shall not, directly or indirectly: (a) circumvent FundEmpire to avoid applicable fees in respect of any introduction made through the Services; (b) engage in fraud, misrepresentation, market manipulation, insider dealing, or money laundering; (c) upload unlawful, infringing, or malicious content; (d) attempt to gain unauthorized access to the Services; or (e) share access credentials with any third party.
9. Intellectual Property
The Services, including all software, content, marks, and documentation, are the exclusive property of FundEmpire or its licensors. Members are granted a limited, revocable, non-transferable, non-sublicensable licence to use the Services strictly for their intended purpose.
10. Disclaimers and Limitation of Liability
The Services are provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, or statutory. To the maximum extent permitted by law, FundEmpire shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, lost profits, lost opportunities, or damages arising out of any transaction or relationship between members. The aggregate liability of FundEmpire in any twelve-month period shall not exceed the fees paid by the claimant to FundEmpire during such period.
11. Indemnification
Each member shall indemnify, defend, and hold harmless FundEmpire and its affiliates, officers, directors, employees, and agents from and against any and all claims, losses, liabilities, damages, fines, penalties, and expenses (including reasonable legal fees) arising out of or relating to such member's breach of these Terms, violation of law, or wrongful conduct.
12. Suspension and Termination
FundEmpire may suspend or terminate access at any time, with or without notice, including for breach of these Terms, regulatory concerns, reputational risk, or failure to satisfy ongoing eligibility criteria. Provisions which by their nature should survive termination shall so survive.
13. Governing Law and Dispute Resolution
These Terms are governed by the laws of England and Wales, without regard to conflict-of-law principles. FundEmpire Holdings is registered at 1 Cranmer St. Nottingham, United Kingdom. Any dispute arising out of or in connection with these Terms shall be finally resolved by binding arbitration administered under the rules of a recognised international arbitration centre, conducted in the English language by a sole arbitrator.
14. Entire Agreement
These Terms, together with the Privacy Policy, the Code of Conduct, and any subscription or mandate-specific agreements, constitute the entire agreement between the parties with respect to the Services and supersede all prior understandings.