Terms of Engagement

VEXTERS provides professional advisory and consulting services across areas including:

• Corporate Finance & Strategy;
• Trade, Customs & Tax Advisory;
• Logistics Finance and Advisory;
• Maritime and Shipping Advisory;
• Clean Energy & Infrastructure;
• Trade Finance;
• Investment & Business Advisory;
• Project Finance & Investment Readiness; and
• related commercial, financial and strategic advisory services.

The precise services, deliverables, fees and estimated turnaround for an engagement will be identified on the applicable service or package page, quotation, invoice, engagement letter or statement of work.

VEXTERS will perform only the services included within the agreed scope.

Additional entities, reporting periods, assignments, jurisdictions, deliverables or materially changed requirements may constitute additional work and may be subject to a separate fee.

Our services are professional advisory and decision-support services.

Reports, financial models, feasibility assessments, commercial analyses, strategic recommendations and other advisory outputs are prepared using information, assumptions and circumstances available to VEXTERS at the relevant time.

Our services are intended to assist clients in making informed commercial decisions.

VEXTERS does not guarantee investment returns, financing approval, commercial success, profitability, asset appreciation, government approval, procurement awards or any particular business outcome.

The Client remains responsible for its own commercial, investment, financing and business decisions.

VEXTERS does not represent that every service described on its website constitutes a regulated financial, investment, tax or legal service.

Services that constitute regulated investment advice, portfolio management, securities dealing, capital-markets activity or another regulated activity will only be provided where VEXTERS has the appropriate regulatory authorization or through an appropriately licensed professional or partner.

Tax-agent services are subject to applicable Kenyan licensing and professional requirements.

Nothing in these Terms constitutes legal advice unless expressly agreed in writing and provided by an appropriately qualified professional.

Fees will be stated in the applicable service page, quotation, invoice, engagement letter or payment request.

Unless otherwise agreed in writing, payment is required before commencement of the applicable engagement.

VEXTERS may accept payment through approved payment methods including:

• bank transfer;
• approved online payment links;
• debit and credit cards;
• mobile money; and
• other payment methods made available by VEXTERS or its authorized payment service providers.

Where applicable, prices will identify the relevant currency and whether taxes such as VAT are included or payable separately.

The Client is responsible for providing accurate payment and billing information.

Where payment is made through an online payment service provider, the transaction may be processed by an authorized third-party payment service provider on behalf of VEXTERS.

The applicable payment provider may process the transaction, authenticate the payment, conduct fraud and risk checks and settle the funds to VEXTERS.

VEXTERS does not ordinarily store complete payment-card numbers or CVV/security codes on its own systems.

Payment processing is also subject to the applicable terms and security procedures of the payment service provider.

Unless otherwise agreed, work will commence after:

1. payment has been successfully received or confirmed; and
2. VEXTERS has received the information and documents reasonably required to perform the engagement.

Payment alone does not necessarily constitute the commencement of substantive work where required client information or documentation remains outstanding.

The Client agrees to:

• provide complete and accurate information;
• provide documents reasonably required for the engagement;
• respond to reasonable requests for clarification;
• notify VEXTERS if previously supplied information is incorrect or incomplete;
• provide information within the agreed timeframe; and
• make its own commercial and investment decisions.

VEXTERS may reasonably rely on information provided by the Client unless there is an apparent reason to believe that such information is materially inaccurate.

Delays caused by incomplete, inaccurate or late information may extend the applicable turnaround period.

VEXTERS provides primarily professional and intangible services.

Depending on the engagement, deliverables may include:

• advisory consultations;
• written reports;
• financial models;
• feasibility assessments;
• strategic analyses;
• commercial assessments;
• project-finance materials;
• investment-readiness materials;
• presentations;
• research and analytical outputs; and
• other agreed professional deliverables.

Deliverables may be provided electronically by email, secure client portal, online meeting, document-sharing platform or another agreed electronic method.

Where a service page or engagement letter specifies a turnaround period, that period begins once VEXTERS has received the payment and all information reasonably required to commence the work.

Information provided by the Client in connection with an engagement will be treated as confidential.

VEXTERS will not disclose confidential Client information to third parties except:

• with the Client's authorization;
• where disclosure is necessary to perform the engagement;
• where disclosure is required by law, court order or regulatory authority; or
• where disclosure is reasonably necessary to protect VEXTERS' legal rights or interests.

This obligation does not apply to information that is publicly available or independently obtained without a breach of confidentiality.

Unless otherwise agreed in writing, reports, models, presentations and other final deliverables specifically prepared for the Client become available for the Client's internal use following payment.

VEXTERS retains ownership of its underlying:

• methodologies;
• templates;
• frameworks;
• know-how;
• processes;
• proprietary analytical techniques;
• pre-existing materials; and
• intellectual property used in producing the deliverables.

The Client may not commercially reproduce, resell or distribute VEXTERS proprietary methodologies or materials to third parties without written authorization.

VEXTERS maintains a separate Refund, Cancellation & Payment Policy, which forms part of these Terms.

The principal refund rules are:

Before substantive work begins

Where a Client requests cancellation before substantive work has commenced, VEXTERS may provide a full refund of the amount paid, less any non-recoverable third-party payment-processing or transaction charges actually incurred, where applicable and legally permissible.

After work has commenced

Once substantive professional work has commenced, fees are generally non-refundable because professional time and resources have already been allocated.

However, where appropriate, VEXTERS may provide a reasonable partial or pro-rata refund for the portion of the service that has not been performed.

Where VEXTERS cannot deliver

If VEXTERS is unable to materially perform an engagement for reasons attributable to VEXTERS, the Client may be offered:

• rescheduling;
• a full refund where no substantive work has been performed; or
• a reasonable pro-rata refund where part of the service has been performed.

Duplicate or erroneous payments

Duplicate payments and payments processed incorrectly due to an administrative or technical error attributable to VEXTERS will be reviewed and, where verified, refunded.

Full details are contained in the Refund, Cancellation & Payment Policy.

Where the Client purchases a recurring monthly advisory package, the package will renew monthly at the applicable stated fee unless cancelled before the next billing cycle.

Cancellation before the next billing cycle will prevent the next renewal.

Once a monthly advisory cycle has commenced, the fee for that cycle is generally non-refundable because professional resources have been allocated to the engagement.

Where appropriate, VEXTERS may consider a pro-rata refund for services not performed.

Recurring payment arrangements will only be established where the Client has expressly authorized the applicable recurring payment arrangement.

Refund requests should be submitted in writing to:

Email: hello@vextersadvisory.com

The request should include:

• Client name/company;
• transaction or payment reference;
• date of payment;
• amount paid;
• service purchased; and
• reason for the request.

VEXTERS may request reasonable information necessary to verify the transaction.

Approved refunds will ordinarily be processed within 7–14 business days following approval, subject to the procedures of the applicable payment service provider and financial institution.

Where practicable, refunds will be returned through the original payment method.

Clients are encouraged to contact VEXTERS first where they believe that a payment has been made in error, a service has not been delivered as agreed or another payment-related dispute exists.

VEXTERS will review genuine complaints and seek to resolve them reasonably and promptly.

Nothing in these Terms prevents a Client from exercising any mandatory statutory rights or rights available under applicable card-scheme or payment-provider rules.

To the maximum extent permitted by applicable law, VEXTERS' aggregate liability arising from an engagement will not exceed the fees actually paid to VEXTERS for that particular engagement.

VEXTERS will not be liable for indirect, consequential or special losses, including loss of profit, loss of anticipated revenue, loss of opportunity or business interruption, except where such limitation is prohibited by applicable law.

Nothing in these Terms excludes liability that cannot legally be excluded or limited.

Where VEXTERS relies on information, data, valuations, forecasts, government information, third-party reports or other external sources, VEXTERS will use reasonable professional judgment but does not warrant that third-party information is complete or error-free.

Where appropriate, material assumptions and limitations will be identified in the relevant deliverable.

Either party may terminate a monthly engagement by giving notice before the commencement of the next monthly billing cycle.

VEXTERS may suspend or terminate an engagement where:

• continuing the engagement would create a conflict of interest;
• the engagement would breach applicable law or regulatory requirements;
• the Client fails to provide required information;
• the Client requests an unlawful or improper service; or
• fees remain unpaid.

Termination does not affect rights or obligations that accrued before termination.

VEXTERS may modify or update its service packages, pricing, website content or service descriptions from time to time.

Changes will not retrospectively alter the terms of an engagement that has already been agreed and paid for unless required by law or agreed with the Client.

VEXTERS processes personal information in accordance with its Privacy Policy and applicable data-protection requirements.

Where payment is processed through a third-party payment provider, certain information may be shared with or processed by the provider for payment processing, fraud prevention, authentication, settlement, compliance and related purposes.

Clients should review the VEXTERS Privacy Policy for further information concerning the processing of personal data.

Clients may contact VEXTERS regarding:

• services;
• payments;
• refunds;
• cancellations;
• complaints;
• transaction enquiries; and
• other engagement-related matters.

Email: hello@vextersadvisory.com

The same contact details are currently published on VEXTERS' website.

These Terms are governed by the laws of the Republic of Kenya.

Subject to any applicable mandatory dispute-resolution rights, the courts of Kenya shall have jurisdiction over disputes arising from these Terms.

By purchasing a VEXTERS service, submitting an order, making payment or otherwise entering into an engagement with VEXTERS, the Client acknowledges that they have had an opportunity to review these Terms and agrees to be bound by them.

Where payment is made online, the Client may be required to affirmatively acknowledge acceptance of the applicable Terms and Refund Policy before completing payment.