Project Finance Exchange (PFX)

REFERRAL (or INTRODUCER) AGREEMENT

This agreement is presented in three parts:

  • PART I: TERMS & CONDITIONS
  • PART II: USE OF PFX PLATFORM
  • PART III: REPRESENTATIONS AND INDEMNIFICATIONS

This Referral Agreement is made between [Company Name] of [Street], [Town/City], [Country] (the Investor) and Exchange Media (PFX) Ltd whose registered address is at Kemp House, City Road, London, UK, EC1V 2NX Co Reg: 13617543.

Whereas [Company Name] appoints and authorises PFX to refer and/or introduce project finance investment opportunities to be presented as Elevator Pitches to the [Company Name] e-mail address provided by and according to those preferences set by [Company Name] on the PFX platform and as they may adjust from time to time.

PART I | TERMS & CONDITIONS

1. DEFINITIONS:

[Company Name] is the name through which the Investor is represented and authorised to enter into agreements either directly or by any of its agents, assigns or successors.

‘Business’ means a body corporate or government or its agencies.

‘Project’ means any project of a Business seeking finance and who enters into Terms with the Investor as a result of a referral by PFX.

‘Commencement Date’ means the date that this Agreement is signed by ticking the relevant box at the foot of this Agreement.

‘The Investor’ means [Company Name]

‘Gross Finance Arranged’ means in respect of the finance drawn by a Project as a result of Terms issued by the Investor which finance they have provided. This excludes any revenues generated solely by rolled-up interest, default or other finance related charges.

‘PFX Platform’ means the system through which the Investor can set their preferences in order to receive project finance opportunities that could be of interest to them.

‘Referral Fee’ means the fee payable to PFX for referring Business to the Investor. It is calculated as a percentage of the ‘Gross Finance Arranged’ as indicated in the Referral Fees section of this Agreement. With the exception of consultancy fees that may be charged to Businesses or their Projects in making their projects ‘Submission Ready’, PFX and its RM’s undertake not to charge any additional or further fees to Businesses or their Projects introduced to the Investor as a percentage or otherwise based on the Gross Finance Arranged.

‘Regional Manager (RM)’ means the RM who has undertaken the Project intake process for PFX, made it Submission Ready and listed it on PFX.

‘Submission Ready’ means supporting information provided with a project to include all permits and permissions, agreements, land ownership/access, off-take/PPA and similar contracts and other information sufficient on which the Investor can make an informed investment decision.

‘Terms’ means in respect of any finance terms and conditions issued by the Investor to a Business for a Project which is executed between the Investor and the Project.

‘Working Days’ means Monday to Friday excluding English public and bank holidays.

2. REFERRAL OF BUSINESS

2.1 PFX agrees that for the duration of this Agreement they will refer to the Investor any Business requiring finance for a Project and which meets the pre-set preferences they have set on the PFX Platform.

2.2 In the event that the Investor is already aware of a Project when notified of it by PFX but they regard that Project as being more Submission Ready when presented by PFX they shall engage with the project through PFX and pay the Referral Fee to PFX.

2.3 PFX warrants that all businesses and their projects listed on PFX have agreed to present their business to the Investor through the PFX Platform and in accordance with any relevant legislation.

2.4 The Investor will share information with the PFX RM only in accordance with the wishes of the Business with the exception of the Gross Finance Arranged which shall be notified to the RM with the completion date.

2.5 At the Investor’s discretion and without providing any reason they may terminate a transaction after agreement of Terms with any Business or Project.

2.6 PFX will not use the words [Company Name] or any identifying information of their company, agents, assigns or successors without their prior written consent.

2.7 PFX is an independent and separate entity and not affiliated to or in any other way linked by partnership, agency, assign or any other agreement to [Company Name].

3. REFERRAL FEES

3.1 The Investor shall pay PFX Referral Fees on Terms entered into on any transactions prior to termination of this Agreement. The Referral Fees shall be paid as follows (all currencies):

Gross Finance Arranged
Percentage
Up to 250,000,000
1.25%
250m to 500m
1%
500m to £1bn
0.75%
1bn+
0.5%

3.3 All Referral Fee payments will be made in the currency of the Gross Finance Arranged, or if in any other currency at a rate to be reasonably determined by the Investor.

3.4 The Investor will notify the PFX RM managing the case for PFX of the Gross Finance Arranged.

3.5 PFX shall notify the Investor of the final fee payment due and the banking coordinates according to the currency to which it is to be paid which will be the UK branch of a leading UK-registered bank.

3.6 The latest the Investor will pay the fee to PFX is within 14 Working Days of the beginning of the month following the month that the Gross Finance Arranged has been drawn by Business or Project.

3.7 PFX is responsible for any taxes that may be due on Referral Fees.

PART II | USE OF PFX PLATFORM

1. Engage Credits

Engage Credits (EC) ensure that PFX RM’s are not overloaded with ‘passing interest’ and that all offers to engage have serious intent.

Once registered on the PFX system the Investor shall be allocated four complimentary EC’s each month refreshing on the 1st of each month. In the event this allocation needs to be exceeded the investor can acquire a reserve of EC’s on the tariff presented below. Should offers to engage using the reserve be declined, the credit shall be refunded to the reserve account.

Up to 5 Credits:
£150 (£30ea)
Up to 10 Credits:
£250 (£25ea)
Up to 25 Credits:
£500 (£20ea)
Up to 50 Credits:
£750 (£15ea)
Up to 100 Credits:
£1000 (£10ea)
(+VAT for UK/EU domiciled Investors)

Such credits are deducted when the Investor clicks ‘Confirm Engage’ on the Project’s Executive Summary which notifies the RM of the Investor’s interest. In the event the offer to engage is declined the EC is refunded to the Investor. The PFX process provides ample opportunity for discussion and disclosure before engaging consequently there are no refunds on failed transactions.

2. Introductions

A request by the Investor to engage with a project through the ‘Engage’ process shall be considered an instruction by the Investor to PFX and its RM’s to disclose all and any information provided to PFX by the Project when the Project has agreed to engage with the investor.

3. Engage Confirmation

The PFX RM can disclose all materials provided by the Project including the full Project Plan but must withhold the link to the Project Dropbox or other fileshare containing all supporting documentation including contracts, permits, permissions etcetera until the client has confirmed they wish to formally engage with the Investor.

4. Discretion

The response to a request to Engage with a project is at the sole discretion of the PFX RM and the Project. In the event that the request to engage is declined the Investor shall be advised accordingly.

5. Subsequent transactions between the Investor and PFX RM’s Client.

In the event that the Investor offers or agrees to engage further with the Business or any of its Projects personnel, agents, assigns etcetera on other transactions without requiring the Business to list their Project on PFX the terms as set out in Paragraph (3) above shall apply to all such transactions for a period of four years from the date of the original introduction to the Project by PFX. Accordingly the fee share arrangements between the RM and PFX shall also apply.

PART III | REPRESENTATIONS AND INDEMNIFICATIONS

1. Statements

The Investor understands that all statements and representations made by the Project to any third parties are the sole responsibility of the Project and, through its Engagement Agreement with the PFX RM, has agreed to indemnify the PFX RM and hold them harmless for any liabilities, claims, losses and expenses, including legal costs and expenses incurred by resulting from acts, statements and representations made by the Project and its authorized representatives to third parties including the PFX RM. The Project has represented that all materials provided to PFX in relation to its listing and supporting documentation on PFX do not contain any untrue statements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and their PFX RM and PFX Investors may rely upon same without independent verification of the facts or other information contained therein.

2. Third Parties

The acts, statements and representations made by the Project without the approval of the Project to third parties which are not made in reliance upon information and/or material furnished to PFX by the Company, either written or oral, are the sole responsibility of the Project and the Project agrees to indemnify PFX for any liability, claims, losses and expenses, including legal costs and expenses incurred by PFX and its Investors that result from the Project’s presentations made without the approval of the Project.

3. Liability

In the absence of gross negligence or wilful misconduct on the part of the Project PFX or its Investors shall not be liable to the Project or to any officer, director, employee, stockholder or creditor, for any act or omission in the course of, or in connection with, the provision of advice or assistance hereunder. Except in those cases where the gross negligence or misconduct of PFX or a Investor is alleged and proven in a court of competent jurisdiction, the Project agrees to and shall defend, indemnify and hold PFX and its Investors harmless from and against any and all suits, claims, demands, causes of action, judgments, damages, expenses and liability (including court costs and attorney's fees paid in the defence of any specific action) which may in any way result from any activities pursuant to or in any connection with these Terms and Conditions.

4. Legal Advice

PFX and its Investors encourages and expects Projects to seek independent legal advice prior to engaging with any Investor that PFX introduces. PFX’s role is merely to facilitate the introduction and the Project agrees to indemnify PFX and its Investors for any financial loss or reputational damage that it may incur arising from dealing with the Introduced Investor.

5. Entire Terms and Conditions (T&C’s)

These T&C’s constitute the entire agreement between Investors and PFX.

6. Modifications

Any modifications to these T&C’s must and will be notified to Investors immediately by PFX.

7. Severability

In the event of the invalidity or unenforceability of any one or more of the provisions of these T&C’s, such illegality or unenforceability shall not affect the validity or enforceability of the other provisions hereof, and such other provisions shall be deemed to remain in full force and effect.

8. Choice of Law Venue

These T&C’s shall be governed by and construed in accordance with the laws of England, exclusive of its choice of law principles.

9. Non-Circumvention

Investors shall not circumvent, avoid or bypass PFX to contact either directly or indirectly, transact business with, or otherwise enter into any agreement with any corporations, partnerships, proprietorships, trusts, individuals or other entities introduced by PFX to them without the express written consent of PFX. In the event the Investor wishes to continue transacting business with the Project introduced by PFX the terms as set out in Part I of this Agreement shall apply.

10. Non-Disclosure and Privacy

PFX, its Investors and RMs will comply in full with any and all privacy, confidentiality, non-disclosure and similar agreements as provided by PFX investors, their agents, nominees, underwriters and any and all other parties involved in the transaction.

11. Non-Disclaimer

PFX nor its agents or advisors does not accept any responsibility under any circumstances for costs or other losses that may be incurred through the use of PFX by Projects, RM’s or Investors. Responsibility for all due diligence and other matters involved in all transactions is that of Projects, RMs or Investors themselves.

12. Execution

This Agreement is not effective until it is signed and dated by an authorised representative of [Company Name]. In this instance ticking the box below confirms that the authorised signatory has viewed and concurs with the contents of this agreement.

For [Company Name]

[First name] [last name], [position]

Date Signed: [Date]

For Exchange Media (PFX) Ltd

Derek Hampton, COO

Date Signed: [Date]