Terms of Business

01Scope

These Terms of Business describe the basis on which Arclen Finance Limited, trading as Arclen Finance provides specialist property finance brokerage services.

Client means a person or entity who engages Arclen to assist with a finance transaction.

Specific terms may also be set out in:

• an engagement letter;
• fee agreement;
• introducer agreement;
• transaction-specific communication.

Where transaction-specific written terms conflict with these general Terms of Business, the transaction-specific terms will take precedence to the extent stated.

02Our service

Arclen may provide services including:

• transaction assessment;
• funding strategy;
• lender identification;
• lender engagement;
• obtaining indicative finance terms;
• comparing funding routes;
• coordinating transaction information;
• assisting with valuation progression;
• coordinating with professional parties;
• monitoring transaction requirements;
• supporting progression towards completion.

The precise work undertaken will depend on the transaction and what has been agreed with the client.

03Engagement

Submitting an enquiry does not require Arclen to accept an instruction.

An engagement begins only once Arclen confirms that it has accepted the instruction or otherwise confirms that it is acting for the client.

Arclen may decline an enquiry or cease acting where:

• the transaction falls outside our service scope;
• regulatory status is uncertain;
• information is not provided;
• information appears materially inaccurate;
• lender appetite is insufficient;
• fees are not agreed or paid when due;
• the client fails to cooperate;
• continuing to act would create legal, regulatory, commercial or reputational risk;
• another reasonable basis exists for ending the engagement.

04Client responsibilities

Clients must:

• provide accurate information;
• answer reasonable questions;
• provide requested documents;
• disclose material facts;
• notify Arclen promptly of changes;
• review information prepared for lender submission;
• obtain their own legal, tax and other professional advice;
• comply with lender and professional-party requirements.

The client remains responsible for deciding whether to enter into any finance arrangement.

05Lenders

Lenders operate independently of Arclen.

Each lender determines its own:

• credit appetite;
• underwriting policy;
• valuation requirements;
• pricing;
• fees;
• leverage;
• conditions;
• documentation;
• approval process.

Arclen does not control lender decisions.

06Market coverage

Unless expressly agreed in writing, Arclen does not undertake to approach every lender potentially operating in the market.

Arclen may approach a selected group of lenders considered appropriate for the transaction.

A smaller targeted lender approach may be considered preferable where it protects execution, lender relationships or transaction confidentiality.

07Indicative terms

Indicative terms are not guaranteed.

They may change following:

• valuation;
• credit review;
• legal due diligence;
• verification of information;
• market changes;
• changes to lender appetite;
• changes to the transaction.

The client should not enter into binding commitments in reliance solely upon indicative terms.

08Fees payable to Arclen

Arclen does not charge borrowers a brokerage fee for its standard services.

Arclen is normally remunerated by lenders through procuration fees or commission payments following completion of a transaction.

Where any alternative fee arrangement is proposed, this will be agreed separately in writing before becoming payable.

09Lender commissions

Arclen may receive a commission, procuration fee or other remuneration from a lender or funding provider in connection with a completed transaction.

The existence and nature of any such remuneration will be disclosed where relevant and appropriate.

10Third-party costs

Third-party costs may include:

• valuation fees;
• lender application fees;
• legal fees;
• surveyor fees;
• monitoring fees;
• search fees;
• insurance costs;
• professional fees.

Unless expressly agreed otherwise, these are separate from Arclen's fees and are payable to the relevant third party.

Arclen is not responsible for third-party charges solely because we introduced or coordinated the relevant provider.

11Professional advisers

Clients may need their own:

• solicitor;
• accountant;
• tax adviser;
• surveyor;
• planning adviser;
• other specialist adviser.

An introduction by Arclen does not constitute a warranty or guarantee of that professional's work.

12Valuations

Valuations may be instructed by a lender or through arrangements specified by the lender.

Arclen does not determine the valuation.

We are not responsible for a valuer's:

• methodology;
• opinion;
• market value;
• GDV;
• rental value;
• report;
• timescale.

13Changes and reassessment

Where transaction information changes, Arclen may reassess:

• financeability;
• lender fit;
• leverage;
• transaction structure;
• recommended route.

Previous recommendations or indicative lender positions may no longer remain appropriate.

14Confidentiality

Arclen will treat confidential client and transaction information appropriately.

Information may nevertheless be disclosed where:

• authorised by the client;
• necessary to perform the brokerage service;
• necessary for lender engagement;
• necessary to communicate with professional advisers;
• required by law;
• required by a competent authority;
• necessary to protect Arclen's legitimate legal interests.

15Intellectual property and analysis

Reports, models, analytical outputs, templates, methodologies, systems and other proprietary materials produced by Arclen remain Arclen's intellectual property unless expressly agreed otherwise.

A client may use transaction-specific outputs supplied to them for the purpose for which they were provided.

They may not reproduce, commercialise, reverse engineer or distribute proprietary systems or methodologies without permission.

16No guarantee

Arclen does not guarantee:

• lender approval;
• availability of finance;
• interest rate;
• valuation;
• completion date;
• lender processing time;
• legal completion;
• success of a development;
• success of an exit strategy.

17Liability

Nothing in these Terms excludes or limits liability where it would be unlawful to do so.

Subject to that restriction, Arclen is not responsible for losses caused solely by:

• lender decisions;
• valuation outcomes;
• legal advice;
• third-party professional acts or omissions;
• inaccurate information supplied by the client or another party;
• market movements;
• lender appetite changes;
• delays outside Arclen's reasonable control.

Any additional limitation of liability or financial cap applicable to a particular instruction should be stated in the relevant engagement agreement and reviewed appropriately before use.

18Communications

Arclen may communicate electronically.

Clients acknowledge that electronic communications can be subject to:

• delay;
• interception;
• delivery failure;
• malware;
• fraud.

Clients should independently verify any unexpected request involving:

• bank account changes;
• payments;
• transfer instructions;
• sensitive information.

19Termination

Either party may terminate the engagement subject to any transaction-specific agreement.

Termination does not remove rights or obligations that have already arisen, including any fee properly due.

20Governing law

These Terms of Business and any non-contractual obligations arising from them are governed by the laws of England and Wales.

The courts of England and Wales will have jurisdiction, subject to any mandatory legal rights applying otherwise.