Esteema | Business Terms & Conditions

ESTEEMA CAPITAL PARTNER

Esteema Business Terms & Conditions

Engagement | Responsibilities | Framework

Esteema Capital Partners Business Terms & Conditions

These Business Terms & Conditions set out the principles under which Esteema Financial Solutions Limited and its affiliated entities (together, “Esteema”) operate and provide advisory services. Esteema operates through two core service pillars:

1. Esteema Capital Finance & Investment – covering capital advisory, financing, and investment-related services;
2. Esteema Estate & Asset Transactions – covering strategic acquisitions, disposals, and asset-related transaction advisory.

These Business Terms & Conditions apply across both service pillars and should be read in conjunction with Esteema’s Engagement Letters, Terms of Business, IDD, Treating Customers Fairly (TCF) Statement, Privacy Policy, and other published policies.

1. Regulatory Status & Scope of Services

Esteema Financial Solutions Limited is authorised and regulated by the Financial Conduct Authority (FCA) for relevant regulated activities. Services are provided strictly in accordance with the permissions granted by the FCA. The precise scope of services, regulatory treatment, and client relationship are confirmed in the applicable Engagement Letter.

2. Capital Finance & Investment Advisory

In relation to HTM Capital Finance and HTM Capital Investment, Esteema acts as a capital-led advisory and arranger on a best-efforts basis. Services may include capital advisory, financing structuring, credit broking, investment analysis, and coordination with lenders, investors, and counterparties.

Esteema does not act as a lender, principal, discretionary investment manager, or fiduciary unless expressly agreed in writing. All capital and investment-related services are subject to market conditions, lender and investor approval, third-party due diligence, and regulatory requirements. No guarantee is given as to funding availability, pricing, terms, or completion.

3. Financial Analysis & Due Diligence

Esteema provides financial analysis and due diligence advisory services in support of capital-led transactions. This includes financial, commercial, and structural analysis of the client, their companies, business activities, and stated requirements, together with an assessment of funding capacity, capital structure, and execution viability.

Esteema may undertake an initial, indicative, market-led assessment of pricing expectations solely for feasibility and capital alignment purposes. Such commentary is non-binding and does not constitute a formal valuation, including a RICS valuation. Formal valuations, where required, must be obtained from independent, qualified third-party valuers.

Clients are expected to obtain independent legal, tax, accounting, and valuation advice prior to proceeding with any transaction.

4. Estate & Asset Transactions – Execution & Governance

In relation to estate and asset transactions, including acquisitions, disposals, portfolio transactions, and special situations, Esteema acts as a strategic transaction advisor and not as a real estate agent, broker, or principal.

All estate and asset transactions are executed within a controlled, compliant, and governance-led framework. This includes selective counterparty engagement, transparent transaction processes, controlled data rooms, and coordination with independent legal, tax, valuation, and professional advisers. Legal completion, title transfer, and regulatory filings are undertaken by independent appointed professionals.

5. Fees, Costs & Transparency

Esteema is committed to fair, transparent, and reasonable fee practices, aligned to the complexity and nature of each engagement.

Due to the complex, bespoke, and evolving nature of many mandates, it may not always be possible to determine total fees in advance. Accordingly, fees are typically structured based on complexity, scope, time commitment, and agreed milestones, and may be agreed upfront, progressively, or on an ongoing basis. Esteema endeavours to charge reasonable fees on a win-win basis, aligned with value delivered and outcomes achieved.

In some cases, Esteema may receive fees or commissions from lenders, insurers, or institutional counterparties. The availability, structure, and quantum of such fees vary materially between institutions and transactions and cannot always be determined in advance. Where applicable, any fees payable by the client and any fees or commissions Esteema may receive from third parties will be disclosed transparently, typically at or prior to the issuance of a formal offer, credit-back letter, or completion documentation, in accordance with FCA requirements.

6. Client Responsibility & Credit-Back / Conditional Offers

Where Esteema introduces or arranges a credit-backed, conditional, or in-principle offer from a lender or funding institution (including credit-back offer letters, heads of terms, or indicative offers), such offers are issued based on information, representations, and assumptions provided by or on behalf of the client and typically include conditions precedent, documentation requirements, and confirmations to be satisfied at legal or completion stage.

By accepting and signing any such offer, the client confirms that they understand the nature and meaning of the offer, accept the commercial terms and conditions set out therein, and reasonably believe the attached conditions are within their ability to satisfy (subject to normal legal and due diligence processes). The client acknowledges that responsibility for providing information, explanations, confirmations, and documentation to satisfy such conditions rests with the client, including where such information could reasonably have been provided earlier.

Unless otherwise agreed in writing, Esteema’s advisory fees become earned and payable upon the achievement of agreed milestones, which may include (without limitation) the issuance of a credit-backed or conditional offer, the client’s acceptance or execution of such offer, or the lender or institution issuing terms subject to legal completion. The subsequent inability or unwillingness of the client to satisfy conditions in an accepted offer, or a later decision not to proceed, does not invalidate advisory services already provided nor negate fees properly due.

7. No Reliance, Independent Advice & Limitation of Responsibility

Esteema provides advisory services only and does not assume responsibility for investment, funding, legal, tax, valuation, or commercial decisions taken by clients, counterparties, lenders, or investors.

All information, analysis, commentary, or guidance provided by Esteema is for advisory and execution-support purposes only, does not constitute legal, tax, accounting, valuation, or investment advice unless expressly stated, and may be based on information provided by the client and third parties which Esteema has not independently verified unless agreed otherwise.

Clients are responsible for conducting their own independent due diligence and obtaining appropriate third-party professional advice (including legal, tax, accounting, independent valuation, and technical/specialist advice) before entering into any financial, funding, investment, or asset-related documentation.

To the fullest extent permitted by law, Esteema shall not be liable for loss, liability, cost, or consequence arising from reliance on information without independent verification; decisions taken by clients, lenders, investors, or counterparties; acts or omissions of third-party advisers, valuers, lenders, or institutions; or market movements, credit decisions, regulatory actions, or matters outside Esteema’s control. Nothing in these Terms limits liability where such limitation is not permitted by law.

8. Treating Customers Fairly (TCF) & Communications

Esteema is committed to Treating Customers Fairly in accordance with FCA principles. This includes communicating information in a way that is clear, fair and not misleading, transparent disclosure of fees and services, confidentiality of client information, and fair and timely handling of complaints. Where advice is provided, it is delivered on an appropriate and proportionate basis and clients are encouraged to seek independent professional advice.

9. Compliance, Governance & Confidentiality

All engagements are conducted within a governed framework covering confidentiality, data protection, anti-money laundering (AML), know-your-customer (KYC) requirements, screening sanctions where applicable, and regulatory cooperation where required. Clients must provide accurate, complete, and timely information to support compliance obligations.

10. Complaints & Dispute Resolution

Esteema is committed to handling complaints fairly, promptly, and in accordance with FCA-compliant procedures.

If a client has a complaint or grievance in relation to the services provided, they are encouraged in the first instance to raise the matter directly by emailing to Esteema’s Principal, Mr. Ambrish Agarwal ( ambrish@estemacapital.com) so that the issue may be reviewed and resolved promptly and amicably.

Esteema will acknowledge complaints, investigate the matter diligently, and seek to resolve any grievance in a fair and reasonable manner, consistent with regulatory requirements and the client’s expectations.

If a complaint is not resolved to the client’s satisfaction within the applicable timeframe, or where the client is otherwise entitled to do so, the client may refer the complaint to the Financial Ombudsman Service (FOS) in accordance with FCA rules.

11. Governing Law & Relationship to Other Documents

These Business Terms & Conditions are governed by the laws of England and Wales. They operate alongside Engagement Letters, Terms of Business, IDD, TCF Statements, and Privacy Policies. In the event of any inconsistency, the Engagement Letter shall prevail.

Commitment to Ongoing Advisory Relationship

Esteema Capital is fully committed to providing ongoing, strategic advisory services to its clients across capital finance, investment, and estate and asset transactions. Our objective is to build long-term relationships that support clients through continuous advisory engagement, repeat transactions, and sustainable capital and transaction flow over time.