Role of Legasset
Legasset acts solely as an independent introducer and facilitator of communications between parties who may have a mutual commercial interest.
Unless expressly agreed otherwise in writing, Legasset does not act as a broker, intermediary, investment adviser, financial adviser, legal adviser, tax adviser, business consultant, fiduciary, escrow agent, agent, representative or partner of any party.
Legasset’s involvement is strictly limited to introducing parties and, where appropriate, facilitating communications between them.
Independent Decision-Making
Each party is solely responsible for conducting its own independent assessment of any proposed transaction and for deciding whether to commence, continue or complete discussions, negotiations or any transaction.
All negotiations, decisions, agreements, payments and transactions are undertaken voluntarily, independently and entirely at the respective party’s own discretion and risk.
No Due Diligence or Verification
Unless expressly agreed in writing, Legasset does not conduct legal, financial, commercial, tax, regulatory or technical due diligence.
Legasset does not investigate, verify, audit or guarantee the accuracy, completeness, authenticity, legality, ownership, authority, financial standing, solvency, creditworthiness, reputation, regulatory status, licences, assets, liabilities or performance of any party, business, transaction, document or information.
Each party remains solely responsible for carrying out its own investigations, verification and due diligence.
No Advice or Recommendation
Nothing communicated by Legasset, whether orally or in writing, shall constitute or be construed as legal, financial, investment, tax, accounting or commercial advice.
Nothing communicated by Legasset constitutes a recommendation, endorsement, solicitation, representation, warranty or guarantee regarding any transaction, counterparty, document or commercial opportunity.
Legasset expresses no opinion as to the merits, suitability, legality, commercial viability or risks of any proposed transaction.
No Responsibility for Agreements
Legasset is not a party to, and assumes no responsibility for, any agreement entered into between clients or third parties, including without limitation any Sale and Purchase Agreement (SPA), Share Purchase Agreement, Asset Purchase Agreement, Loan Agreement, Investment Agreement, Joint Venture Agreement, Memorandum of Understanding, Letter of Intent, Non-Disclosure Agreement or any other contract or legally binding document.
Legasset accepts no responsibility whatsoever for the drafting, negotiation, review, execution, amendment, legality, validity, enforceability, interpretation, performance, breach or termination of any such agreement or for the obligations assumed by any party thereunder.
No Duty of Care
The introduction of parties or facilitation of communications by Legasset does not create any duty of care, fiduciary duty, advisory relationship, agency relationship, partnership, joint venture or any other special relationship between Legasset and any party.
Legasset assumes no obligation to supervise negotiations, monitor communications, oversee contractual performance, verify compliance, manage payments, enforce contractual rights or otherwise protect the interests of any party.
No Reliance
Each party acknowledges that it has made, or will make, its own independent assessment of the proposed transaction and has not relied exclusively upon any introduction, communication or information provided by Legasset when deciding whether to proceed.
Each party is expected to rely upon its own judgment and the advice of its independent professional advisers.
Independent Professional Advice
Legasset strongly recommends that every party obtain independent legal, financial, tax, accounting and other professional advice before signing any agreement, making any payment or entering into any transaction.
Failure to obtain such advice shall remain solely the responsibility of the relevant party.
Neutrality
Legasset remains independent and neutral at all times.
Legasset does not represent the interests of either party and does not take sides in any negotiation, disagreement, dispute, claim, arbitration or litigation arising between the parties.
Any dispute arising from any transaction or agreement shall be resolved exclusively between the relevant parties and/or their respective professional advisers.
Limitation of Liability
To the fullest extent permitted by applicable law, Legasset shall not be liable for any direct, indirect, incidental, consequential, special, exemplary or punitive loss, damage, liability, claim, cost or expense arising out of or relating to:
- any introduction of parties;
- any communication between parties;
- any negotiations;
- any transaction;
- any agreement entered into between the parties;
- any decision made by any party;
- any failure of a transaction to complete;
- any breach of contract;
- any default by any party;
- any misrepresentation, omission or fraud committed by any party;
- any insolvency, financial difficulty or inability of any party to perform its obligations; or
- any act or omission of any party.
Entire Responsibility of the Parties
Each party bears sole responsibility for:
- conducting due diligence;
- verifying all information and documentation;
- assessing commercial, financial and legal risks;
- negotiating transaction terms;
- obtaining independent professional advice;
- preparing and reviewing agreements;
- executing contracts;
- complying with applicable laws and regulations; and
- performing its contractual obligations.
Legasset assumes no responsibility for any of the foregoing.
No Assumption of Responsibility
Nothing communicated or done by Legasset shall be construed as legal or commercial advice, a recommendation, a warranty, a representation, verification of any information or an assumption of responsibility for any transaction, agreement, document, deliverable or the performance of any party’s contractual obligations.
By using Legasset’s services or accepting an introduction facilitated by Legasset, each party acknowledges that it has read, understood and accepted these Terms of Introduction and Disclaimer.
