TERMS &
CONDITIONS

1. Acceptance of Terms

By accessing or using any aspect of Mellion Capital’s services—including investment discussions, due diligence materials, or non-regulated advisory interactions—you agree to be bound by these Terms and Conditions (“Terms”). If you do not agree with any provision herein, you must immediately cease all interactions with Mellion Capital.

2. Definitions

In these Terms:

• "Mellion Capital" means the private equity firm operating under the trade name Mellion Capital and any of its affiliates.
• "Investee" means any entity or business in which Mellion Capital may invest, hold equity, or provide advisory services.
• "Investor" refers to any party engaging Mellion Capital for investment-related discussions, advisory services, or potential co-investment opportunities.
• "Services" means all activities carried out by Mellion Capital, including sourcing, evaluating, and executing investments; providing non-regulated strategic and operational advice to portfolio entities; and any ancillary services offered.
• "Confidential Information" means all non-public, proprietary, or sensitive information disclosed by either party in connection with the Services.

3. Nature of Business and Services

Mellion Capital is a balance sheet-investing private equity company that invests its own capital in a diverse range of businesses. Our Services include, but are not limited to:

• Sourcing and evaluating investment opportunities across multiple sectors.
• Conducting due diligence, including financial, operational, and legal reviews.
• Structuring equity or debt investments and negotiating transaction terms.
• Providing strategic, operational, and non-regulated financial advisory to Investee companies.
• Assisting with portfolio management, value-creation initiatives, and eventual exit strategies.

All investment decisions are made at Mellion Capital’s sole discretion, and any discussions do not constitute a commitment to invest.

4. Eligibility and User Obligations

To engage with Mellion Capital’s Services, you represent and warrant that:

• You have full power, authority, and capacity to enter into these Terms and to perform your obligations hereunder.
• You are not restricted or prohibited under any applicable regulations, sanction lists, or internal policies from engaging in investment or advisory activities.
• All information, documents, and representations you provide to Mellion Capital are truthful, complete, and accurate in all material respects.
• You will promptly provide any additional information or documentation requested by Mellion Capital for the purposes of due diligence, compliance, or regulatory requirements.
• You will notify Mellion Capital immediately if any information you have provided becomes inaccurate or incomplete.

5. Investment Process and Due Diligence

Any preliminary discussions, memoranda, pitch decks, or financial models provided by Mellion Capital are for informational purposes only. Prior to making any investment, Mellion Capital may require:

• Access to management, financial records, contracts, and other relevant documentation of an Investee.
• Completion of site visits, management presentations, and third-party audits or valuations.
• Execution of confidentiality, data-protection, or non-disclosure agreements.

Mellion Capital does not guarantee that any Investee will be selected for investment, nor does it guarantee the success or returns of any investment.

6. Fees, Expenses, and Reimbursements

Unless otherwise agreed in a separate written engagement letter, all fees, expenses, charges, and reimbursements in connection with evaluating or executing an investment shall be borne by the party requesting the Service. This may include:

• Due diligence costs (legal, accounting, technical, or other third-party fees).
• Travel and accommodation expenses incurred by Mellion Capital personnel.
• Any advisory or consultancy fees for bespoke services provided to Investee companies.

Mellion Capital reserves the right to invoice for all reasonable out-of-pocket expenses and professional fees incurred in the course of evaluating or structuring any transaction. Payment terms will be set forth in separate fee letters or engagement agreements.

7. Confidentiality and Data Protection

Both parties (you and Mellion Capital) agree to keep all Confidential Information strictly confidential and to use such information only for the purposes of evaluating or executing potential investments or advisory engagements. Specific obligations include:

• Not disclosing Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law or a competent authority.
• Implementing and maintaining appropriate technical and organisational measures to protect Confidential Information from unauthorised access, disclosure, alteration, or destruction.
• Promptly notifying the disclosing party of any unauthorised use or disclosure of Confidential Information of which you become aware.
• Complying with all applicable data protection and privacy regulations governing the handling of personal data obtained in connection with these Terms.

The obligation of confidentiality shall survive the expiry or termination of these Terms for a period of five (5) years.

8. Intellectual Property

All intellectual property rights, including but not limited to trademarks, service marks, copyrights, database rights, and proprietary materials used or provided by Mellion Capital remain the exclusive property of Mellion Capital or its licensors. You may not copy, distribute, modify, or create derivative works from any proprietary materials without Mellion Capital’s prior written consent.

9. Representations and Warranties

You represent and warrant that:

• You have the legal right and authority to engage in communications and transactions with Mellion Capital.
• Nothing in your representations or materials violates any applicable law or infringes the rights of any third party.
• You will not use any information obtained from Mellion Capital for unlawful purposes, including insider trading, market manipulation, or other prohibited conduct.

All representations and warranties made herein will be deemed remade on each occasion you provide updated or supplementary information to Mellion Capital.

10. Disclaimers and No Warranties

To the fullest extent permitted by applicable law:

• All Services, information, analyses, materials, and recommendations provided by Mellion Capital are provided on an “as is” and “as available” basis, without any representation or warranty of any kind, whether express or implied.
• Mellion Capital makes no warranty as to the accuracy, completeness, reliability, fitness for any particular purpose, or availability of any information or Service.
• Mellion Capital does not guarantee that any Investee will achieve its target objectives, that any investment will be profitable, or that any specific outcome will be realised.

11. Limitation of Liability

To the maximum extent permitted by applicable law, Mellion Capital, its affiliates, officers, directors, employees, agents, and licensors shall have no liability to you or any third party for any claim, loss, liability, damage, cost, or expense of any kind whatsoever (whether direct, indirect, incidental, special, exemplary, punitive, or consequential), arising out of or in connection with these Terms or the Services. You expressly agree that, under no circumstances, shall Mellion Capital be liable for any damages including but not limited to lost profits, loss of business, loss of goodwill, or any other economic loss, even if advised of the possibility of such damages.

12. Indemnification

You agree to indemnify, defend, and hold harmless Mellion Capital, its affiliates, officers, directors, employees, agents, and licensors from and against any and all losses, liabilities, damages, fines, penalties, costs, or expenses (including reasonable legal fees) arising out of or relating to:

• Your breach of these Terms or any applicable laws, regulations, or policies.
• Your gross negligence, wilful misconduct, or fraudulent conduct in connection with the Services.
• Your violation of any third-party rights, including intellectual property rights or confidentiality obligations.
• Any claims by third parties arising from information or materials you have provided to Mellion Capital that are false, misleading, or infringe third-party rights.

13. Termination and Suspension

Mellion Capital may, at its sole discretion, suspend or terminate any discussions, access to due diligence materials, or advisory Services at any time and for any reason, including but not limited to:

• Your breach of these Terms or any other agreement with Mellion Capital.
• Suspected fraudulent, suspicious, or illicit activity.
• Requests by regulatory authorities or law enforcement agencies.
• Business reasons, including strategic changes, reorganisations, or changes in investment focus.

Upon termination, all rights and licences granted herein shall immediately cease, and you must promptly return or destroy all Confidential Information and proprietary materials supplied by Mellion Capital.

14. Governing Law and Dispute Resolution

These Terms and any disputes arising out of or in connection with them shall be governed by the substantive laws that apply to investment firms within their jurisdiction of incorporation, without regard to conflict of law principles. You and Mellion Capital agree to:

• Attempt in good faith to resolve any dispute through informal negotiations within thirty (30) days of written notice.
• If negotiations fail, submit the dispute to mediation administered by a recognised mediation body.
• If mediation does not result in a settlement within sixty (60) days, either party may initiate final and binding arbitration before a single arbitrator appointed under the rules of a recognised arbitration institution. The arbitration will be conducted in English, in a mutually agreed location or via remote hearing.
• The arbitral award shall be final and binding upon the parties, and judgment on the award may be entered in any court of competent jurisdiction.

15. Amendments and Updates

Mellion Capital reserves the right to modify these Terms at any time at its sole discretion. Any material updates will be communicated by:

• Posting the revised Terms on our website with a new “Last updated” date.
• Sending an email notification to your registered email address at least thirty (30) days before the effective date of the change.

Your continued engagement with Mellion Capital after the effective date of any revision constitutes acceptance of those revisions.

16. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions remain in full force and effect.

17. Waiver

No failure or delay by Mellion Capital in exercising any right under these Terms shall constitute a waiver of that right. A waiver of any provision hereunder must be in writing and signed by an authorised representative of Mellion Capital.

18. Assignment

You may not assign or transfer your rights or obligations under these Terms without Mellion Capital’s prior written consent. Mellion Capital may assign or transfer any of its rights or obligations under these Terms without restriction.

19. Entire Agreement

These Terms, together with any documents explicitly incorporated by reference (including our Privacy Policy and any engagement letters), constitute the entire agreement between you and Mellion Capital with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, or representations.

20. Contact Information

For any questions, notices, or disputes relating to these Terms or our Services, please contact us:

• Email: Legal department