Terms and Conditions


Emerge Capital Limited is a limited company registered in England and Wales, registered number 12507985. Its registered office is at 70 Wilson Street, London, EC1R 4UL. Emerge Capital Limited is registered with the Information Commissioner’s Office as a data controller, registration number A8451158. References in this document and our engagement letter to “us”, “we” or “our” are references to Emerge Capital Limited. Reference to “you”, “your” or the “Company” is to our client as identified in the engagement letter, which is normally dispatched at the outset of any matter.

Your Responsibilities

Any advice we may give is our opinion based on our knowledge of your business and circumstances and is not the only factor you should take into account in deciding whether or not to proceed with the financing. Further, you agree and confirm that you will ultimately remain responsible for all documents and information relating to your business. You warrant and represent to us that any information and communications which are provided by you or on your behalf will, when provided, be true, accurate, complete and not misleading in all respects and every statement of opinion, intention or expectation relating to you in any such information or communication will be reasonably and honestly held. You agree and acknowledge that we shall not be responsible for ensuring the accuracy, completeness or sufficiency or any information or communication that you provide to us. We do not investigate the financial position or resources of potential investors or other third parties and therefore you should make your own enquiries as to their eligibility to receive financial promotions from you.

We understand that it is possible that the Company, which is the subject of the capital-raising, may be engaged in a sale, distribution, liquidation, merger or consolidation or otherwise change during this process, such as through a reorganisation of the business. In this instance, the services, responsibilities and fees outlined in this letter will apply to the new company or group structure as the case may be and you will ensure that proper provision is made so that your obligations under this letter are expressly assumed by such new company or group structure.

You acknowledge that Emerge Capital Limited is not regulated by the Financial Conduct Authority (FCA) and therefore may only act as an advisor in certain circumstances.


We may delegate tasks to members of the EMERGE team as appropriate, along with any other individuals or subcontractors we deem appropriate to use in connection with the provision of services to you.

The addressee(s) of the engagement letter will be our primary point of contact and you have designated them to be a person with the appropriate knowledge and experience to make decisions regarding our services. However, we will also communicate and take instructions from any individual in your management team in relation to the provision of services to you.  We would expect to continue to communicate with you and anyone else that is involved in any matter on which you instruct us using conventional unencrypted email. You acknowledge that this may present security risks in certain circumstances and you shall be taken to have accepted those risks unless you advise us not to use that means of communication.

Limitation of Liability

No claim will be made against Emerge Capital Limited or any of our offices, directors, employees or members by you or any of your offices, directors, employees or members except as a result of our fraud, wilful default, negligence or as a result of our material breach of the Engagement.

Without prejudice to the above, our maximum aggregate liability under or in connection with the Engagement, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed the total amount of fees paid by the Company to us under or in connection to the Engagement. In no event will we be liable under or in connection with the Engagement, whether in contract, tort (including negligence) or otherwise, for: (a) loss of actual or anticipated income or profits; (b) loss of goodwill or reputation; (c) loss of anticipated savings; (d) loss of data; or (e) any indirect or consequential loss or damage of any kind.

Subject to our agreed aggregate limit on our liability, where any loss is suffered by the Company for which we and any other person are jointly and severally liable to the Company, the loss recoverable by the Company from us shall be limited so as to be in proportion to our relative contribution to the overall fault (including costs) of all persons liable in respect of the loss in question and shall not be increased as a result of any exclusion or limitation of liability or any other person.

Any advice given to the Company or other work undertaken for the Company by a director, officer, member or employee of Emerge Capital Limited will be given or undertaken by that person on behalf of Emerge Capital Limited and not in his or her individual capacity. None of our directors, officers, members or employees owe a personal duty of care nor assume any personal responsibility for the advice or other work. The Company agrees not to bring any claim in respect of loss or damage suffered by the Company out of or in connection with the Engagement or other work undertaken for the Company against any of our directors, officers, members, or employees.

Our responsibility is only to the Company as our client. We shall not be under a duty to, nor have a responsibility towards, any other person in connection with the Engagement

Nothing in this agreement shall exclude or limit either party’s liability for fraud, death or personal injury caused by negligence or any other liability which cannot be excluded or limited by law.


The Company irrevocably agrees and undertakes with EMERGE that it will on demand fully indemnify and hold harmless EMERGE and each of its officers, directors, employees and members from and against any and all actions, claims, demands, proceedings, orders or judgments whether pending, threatened or actual and any liabilities, losses, damages, costs or charges of whatever nature which may be suffered or incurred by them which relate to or arise from, directly or indirectly (a) the Engagement or (b) the distribution, publication, content or accuracy of, or of any omission from, any statement made or document issued in connection with the Engagement or (c) any failure or alleged failure by the Company to comply with any law, legislation, orders or other legislative measures or (d) the breach or alleged breach by the Company of its obligations under or in connection with the Engagement.

The Company will not be responsible for any claims or losses arising in respect to the aforementioned paragraph to the extent that they have arisen from our fraud, wilful default, negligence or material breach of the Engagement.

Data Protection

We are registered as a data controller with the Office of the Information Commissioner. To the extent that we hold any information relating to individuals, we shall only use any personal data for the following purposes:

Money Laundering

We are required by the Money Laundering Regulations 2017 to collect and retain records of the identity of our clients, its directors and, in certain circumstances, its beneficial owners. In relation to two directors of your company, please would you provide (i) evidence of appearance, i.e. photo ID and (ii) evidence of the full name and current address. Such evidence may take the form of two of the following (for each director):

Please note that Emerge is unable to carry the Engagement until it is satisfied its obligations under applicably anti-money laundering and terrorist financing laws (including the Money Laundering Regulations 2007).


This Engagement may be terminated by either party at any time by notifying the other party in writing 30 days prior to the proposed termination date. In the event that, within a period of 12 months from the date of termination of the Engagement you complete a Relevant Transaction with a party that we had approached or introduced to you during the period of this Engagement, our full Success Fee as specified and calculated pursuant to the Engagement above shall immediately become due to EMERGE and payable by the Company. For the purposes of this paragraph “Relevant Transaction” shall mean any recapitalisation of any equity of the Company, issuance of new equity or similar securities or instruments convertible into such securities, raising or introduction of debt funding, merger, consolidation, joint venture, partnership, exchange offer, other business combination, sale or other disposition of the assets or equity interests (whether existing on or after the date of this letter) of the Company in one or more transactions.

Late Payment

If the Company fails to pay any monies to us within the timeframes specified in our engagement letter, we reserve the right to charge compounded daily interest on any unpaid monies at an AER of 5% above the Bank of England Base Rate until all overdue amounts have been fully settled and to also add reasonable costs of recovery to the due amount. In the event the Company is unable to pay the fees due to us, the fees will be underwritten by the Shareholders of the Company in their personal capacity.


The engagement letter and these terms contain the entire agreement and understanding between you and us in relation to the subject matter of this letter and supersede any prior understandings or agreements between us. Any amendment or waiver to this letter and our Engagement may only be made in writing and signed by you and us. You may not assign this letter or the terms of our Engagement without our prior written consent.

This letter may be signed in counterparts, each of which will be deemed to be an original and all of which will constitute one and the same document once signed by each of you and us.

The provisions of this letter are severable and, in the event that any court of competent jurisdiction shall determine that any one or more of the provisions or part of a provision contained in this letter shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or enforceability shall not affect any other provision or part of a provision of this letter and this letter shall be deemed to have been amended and construed as if such invalid or illegal or unenforceable provision, or part of a provision, had never been contained in this letter.

Governing Law

The terms of our relationship and this Engagement will be governed by and construed in accordance with English law. Each party irrevocably agrees that the English courts will have exclusive jurisdiction in connection with any dispute arising between us.