BRDG US LTD – GENERAL TERMS OF BUSINESS
1. Definitions and Interpretation
1.1 Definitions
In these General Terms of Business:
BRDG means BRDG US Ltd, a company incorporated in England and Wales on 09 May 2025 with company number 16441717.
BRDG Privacy Notice means the privacy notice appended to these General Terms of Business.
Agent means any person appointed by the Client as agent, adviser, or other intermediary for that Client, who interacts with BRDG on behalf of that Client in connection with the Services.
Business Day means a day (other than Saturday or Sunday) on which banks are open for business in England and Wales.
Client means any person for whom BRDG has agreed to provide, or arrange the provision of, Services, and who is named as such in any Engagement Terms.
Engagement Terms means any terms agreed between the Client and BRDG under which BRDG is appointed to provide, or arrange provision of, any Services to or on behalf of the Client, including these General Terms of Business (as amended from time to time) and any engagement letter.
Indemnified Person means BRDG and any director, officer, employee, or agent of BRDG, including their successors and assigns.
Regulations means any applicable law, order, rule of court, regulation, standard, or code of conduct (as amended from time to time) that is mandatory for BRDG to comply with in England when providing the Services.
Services means the services BRDG has agreed with the Client (or any Agent on behalf of the Client) to provide or arrange.
1.2 Interpretation
In these General Terms of Business:
words in the singular include the plural and vice versa;
references to one gender include all genders;
headings are for convenience only and do not affect interpretation;
general words are not restricted by specific examples; and
where a word or phrase is defined, its other grammatical forms have corresponding meanings.
2. Services
BRDG will provide, or arrange the provision of, the Services to the Client in accordance with all Regulations.
If the Client comprises more than one person, the obligations of those persons under the Engagement Terms are joint and several.
Any engagement is subject to receipt of any requested payment on account of BRDG’s fees and/or disbursements.
3. Instructions
BRDG may accept instructions (written or otherwise) from any person reasonably believed to be acting on behalf of the Client.
Where the Client requests BRDG to take instructions from a third party (or BRDG accepts such instructions), BRDG may treat those instructions as if given by the Client unless the Client notifies BRDG otherwise in writing. The Client agrees to indemnify BRDG against claims that the third party was not entitled to act.
Where the Client comprises more than one person, BRDG may rely on instructions from any one of them.
Where the Client is a legal person/body corporate, BRDG may rely on instructions from any officer (or equivalent).
3.1 Non-written instructions
Where any instruction, request, communication, or advice is not in writing, BRDG shall not be liable for:
failure to comply wholly or partly with it;
lack of clarity, contradictions, incompleteness, ambiguity, or errors (in BRDG’s reasonable opinion);
non-receipt or delay; or
lack of authority of the person giving it, provided BRDG acted reasonably under clause 3.
3.2 Written instructions
Where instructions are in writing, BRDG shall not be liable for the matters above unless BRDG has acted negligently.
3.3 Electronic signatures
If BRDG receives a document executed using an electronic signature by a Client and/or Agent, BRDG may assume the signature complies with applicable laws and governing documents, and that there is no restriction affecting validity or enforceability.
3.4 Discretion
Nothing in the Engagement Terms limits how BRDG will exercise discretionary powers vested in BRDG by the Client for the Client’s benefit or otherwise in connection with the Services.
4. Specific Authority
4.1 Circumstances
If:
a demand is made against the Client for payment (including taxes, duties, fees, or other impositions) and payment has not been made; or
BRDG requires instructions and cannot obtain instructions it reasonably considers proper; or
BRDG receives instructions that are or may be illegal or may expose BRDG or any Indemnified Person to personal liability; or
BRDG refuses, suspends, delays, or defers provision of the Services or implementation of an instruction under clause 14 (Suspension),
then BRDG may proceed as it deems necessary.
4.2 Action
In the above circumstances, BRDG may take no further action in relation to the Client.
4.3 Notice
BRDG will, as soon as reasonably practicable after acting under this clause, notify the Client (or beneficial owner where appropriate).
4.4 Liability
No liability attaches to BRDG for action or inaction taken under this clause, provided BRDG has not acted negligently.
5. Fees and Disbursements
BRDG may charge:
fees for providing, or arranging provision of, Services; and
disbursements for costs or expenses incurred in providing Services.
Fees and disbursements will be charged as set out in the Engagement Terms or otherwise agreed.
Fees and/or disbursements paid by or for the Client are non-refundable in all circumstances (including termination), unless termination resulted from BRDG’s fraud, negligence, or wilful default, or unless otherwise agreed.
Where BRDG appoints a third party with the Client’s prior written consent, the Client is responsible for the third party’s costs.
6. Undertakings – Bribery, Corruption and Tax Evasion
6.1 Acknowledgements
The Client acknowledges that:
BRDG is committed to preventing criminal activity and complying with laws on corruption, bribery, and tax evasion, and expects transparency and integrity; and
where the Client has taken other professional advice, BRDG has no duty to verify that advice remains complete or up to date and accepts no responsibility for it.
6.2 Client undertakings
The Client confirms, undertakes, and covenants that:
all assets introduced are lawfully obtained and not derived from illegal activity;
the Client will not be used for unlawful activity and will keep BRDG informed of business transacted on the Client’s account;
the Client will comply with filing requirements and promptly pay applicable taxes and duties;
neither the Client nor persons connected to it have (to the Client’s knowledge) breached anti-corruption, anti-bribery, or tax evasion laws;
the Client and (to the Client’s knowledge) its beneficial owners/controllers will not engage in conduct facilitating tax evasion or improper business advantage;
where applicable, the Client maintains appropriate policies and procedures (including adequate procedures under the UK Bribery Act 2010 and tax evasion prevention);
the Client will promptly notify BRDG if it or connected persons are investigated/prosecuted/charged/convicted under relevant laws (to the Client’s knowledge);
no instruction requires unlawful acts or contains falsehoods, and all information given is accurate, complete, and not misleading;
the Client will promptly provide information and documents reasonably requested to enable BRDG to provide Services;
BRDG may disclose information where required or desirable to comply with legal/regulatory obligations or best practice (including AML/CFT and beneficial ownership rules), without obligation to inform the Client; and
the Client has no connection to sanctioned entities/individuals/activities and will not operate in sanctioned jurisdictions under applicable regimes (including UN, EU, or OFAC sanctions).
6.3 Undertakings – general
In addition, the Client undertakes that:
the Client will not be used contrary to any applicable securities dealing code; and
the Client will give prior notice to BRDG of any change in beneficial ownership or control.
7. Liability and Indemnity
No Indemnified Person is liable to the Client (contract, tort, negligence, breach of fiduciary duty, or otherwise) except to the extent caused by fraud, negligence, or wilful default.
Except in the case of fraud or wilful default, BRDG’s total aggregate liability arising out of or in connection with the Services shall not exceed the total fees paid to BRDG for the relevant Services.
Obligations are corporate obligations of BRDG only, and (to the extent permitted by law) no recourse is available against directors, officers, employees, or agents.
Any claim must be notified within 12 months of the relevant circumstances occurring.
The Client must indemnify each Indemnified Person (full indemnity basis) against liabilities, losses, costs, or expenses arising from entering into or performing the Engagement Terms or Services, except where caused by fraud, negligence, or wilful default.
Nothing limits or excludes liability that cannot lawfully be limited or excluded.
Our advice and Services are provided solely for the benefit of the Client in connection with the matters described in the Engagement Terms. No other person may rely on our advice, reports, or work product without BRDG’s prior written consent.
8. Communication and Notices
8.1 Communication
BRDG may communicate with the Client (and any Agent) in writing (including web-based software, publication on BRDG’s website, or email), in person, and/or by telephone. BRDG accepts no liability for corruption, interception, viruses, or similar issues provided reasonable care is taken.
8.2 Notices
Any notice:
must be in writing (including email, website, fax, or letter unless stated otherwise);
must be sent to the contact details stated in the engagement letter (or updated details provided with at least 10 Business Days’ notice);
must be in English or accompanied by a certified English translation (which prevails unless the document is an official constitutional/statutory document).
Website: www.brdg.us
8.3 Deemed receipt
Notices are deemed received:
if electronic, at transmission/publication;
if delivered by hand, when left at the stated address; or
if by post, at the earlier of recorded delivery time or five Business Days after posting.
8.4 Email risk
The Client acknowledges email risks (confidentiality breaches, loss, delay). BRDG has no liability arising from emailing the Client or third parties in connection with the Client’s matters.
9. Data Protection and Confidentiality
BRDG shall keep Client information confidential except where disclosure is required by law, regulation, professional obligation, or where disclosure is reasonably necessary for the provision of the Services.
BRDG keeps Client data confidential and in accordance with data protection laws, subject to duties under Regulations.
BRDG may disclose relevant aspects of the Client’s affairs to the Client’s other professional advisers unless the Client requests otherwise in writing.
The BRDG Privacy Notice (appended) explains how BRDG processes data and individuals’ rights.
The Client must provide the BRDG Privacy Notice to any individuals whose personal data is supplied to BRDG and ensure there is a lawful basis to do so.
The primary data controller for this engagement is BRDG.
9.1 AI-Assisted Tools
In providing the Services, we may use artificial intelligence, machine learning, or other automated tools as part of our internal workflows, including for data analysis, drafting assistance, research, review, and quality assurance.
Such tools are used to support delivery of the Services and do not replace professional judgement. All outputs are subject to review and verification by appropriately qualified personnel. We remain responsible for the Services.
Where personal data is processed using such tools, this shall be carried out in accordance with applicable Data Protection Laws and for the purpose of performing the Services.
We shall take reasonable steps to ensure that any third-party providers engaged in connection with such tools are subject to contractual terms appropriate for use in a professional services context.
Nothing in this clause transfers responsibility for compliance with applicable professional or data protection obligations away from us.
9.2 Global Service Delivery and International Data Processing
To provide the Services efficiently and effectively, we operate a global service delivery model. You acknowledge and agree that we may use appropriately trained personnel and sub-processors located outside the UK and EEA to support service delivery.
Where personal data is transferred outside the UK and/or EEA, such transfers will be made in accordance with UK Data Protection Laws and subject to appropriate safeguards, including the UK International Data Transfer Agreement, the UK Addendum to the EU Standard Contractual Clauses, or other lawful transfer mechanisms.
All overseas access is subject to appropriate technical and organisational security measures, including secure systems and controlled access, to protect against unauthorised or unlawful processing, loss, or disclosure.
10. Document Retention
BRDG may:
retain and copy documents in its possession arising from providing Services (even after termination); and
destroy documents held under the Engagement Terms 11 years after termination.
11. Complaints
Complaints should be raised in writing to a director of BRDG.
BRDG may share relevant information with its professional indemnity insurers or brokers.
12. Variation
BRDG may vary the Engagement Terms at any time.
13. Suspension
BRDG may refuse, suspend, defer, or delay the Services or implementation of any instruction (without terminating) if:
required to comply with Regulations or court/regulatory/government orders;
BRDG determines suspension is necessary to avoid legal/regulatory breach or risk of liability/sanction;
fees or disbursements remain outstanding for more than 30 days;
a Force Majeure Event occurs (see clause 16); or
the Client fails to comply with obligations under the Engagement Terms (in BRDG's reasonable opinion).
BRDG is not obliged to notify the Client or provide reasons and is not liable for resulting losses.
14. Termination
14.1 Termination by the Client
The Client may terminate immediately by written notice if BRDG commits a material breach that:
cannot be remedied; or
can be remedied, but is not remedied within 21 days after notice requiring remedy.
14.2 Termination by BRDG
BRDG may terminate all or part of the Engagement Terms (including any Service), by written notice (which may be immediate), if BRDG determines (in its discretion) that:
the Client is or is likely to become insolvent;
the Client commits a material breach (including undertakings) that cannot be remedied, or is not remedied within 21 days after notice;
beneficial ownership/control changes without prior notice (clause 6.3);
the Client fails to provide information reasonably requested;
the Client has or may have committed money laundering, bribery, corruption, tax evasion, fraud, or other criminal activity;
the Client or connected persons are charged or investigated in any jurisdiction;
a conflict of interest arises;
the Client or beneficial owner/controller becomes subject to sanctions or engages in sanctioned activities;
continuing Services may harm BRDG's reputation; and/or
termination is necessary for legal, regulatory, or other reasons.
14.3 Consequences of termination
Termination does not affect rights or duties existing at the time of termination.
After termination, BRDG has no obligation to forward mail/correspondence and is not responsible for consequences resulting from termination or failure to forward items.
BRDG will deliver Client books/records/documents in its possession subject to clause 10, and only after all outstanding fees/expenses (including delivery costs) are paid.
15. Force Majeure
BRDG is not liable for failure or delay caused by events beyond BRDG's reasonable control (Force Majeure Event).
BRDG will notify the Client as soon as reasonably practicable and provide (where possible) the likely duration.
If BRDG has complied with the notification requirement, performance is suspended for the duration of the event and extended accordingly.
If the Force Majeure Event continues for more than 90 consecutive days, either party may terminate immediately by written notice, and neither party is liable for termination.
16. Outsourcing and Delegation
Subject to Regulations, BRDG may outsource or delegate all or part of the Services.
BRDG has no responsibility for acts/omissions of delegates if appointments are made in good faith and without neglect.
BRDG may disclose relevant information to delegates where necessary for them to meet legal/regulatory obligations or best practice.
17. Assignment and Third Party Rights
The Client may not assign or transfer rights or obligations without BRDG's prior written consent.
No person has rights under the Contracts (Rights of Third Parties) Act 1999 (or equivalent) to enforce any term of the Engagement Terms.
18. Severability
If any provision becomes illegal, invalid, or unenforceable, the remaining provisions remain valid and enforceable.
19. Counterparts
The Engagement Terms may be executed in counterparts which together form one agreement.
20. Governing Law
The Engagement Terms are governed by the laws of England. The Client irrevocably submits to the exclusive jurisdiction of the courts of England.