1. Introduction

1.1  These Terms and Conditions (“Terms”) govern your use of the Clavana website (the “Website”) and the services (the “Services”) provided by Clavana LLC  (“Clavana”, “we”, “our”, “us”).
1.2  By accessing or using the Website, you confirm that you have read, understood, and agree to be bound by these Terms..

2. Definitions

• “User”: any individual or entity that accesses or uses the Website or Services, including buy-side firms, sell-side firms, corporates, investors, or other professionals.

• “Website”: the Clavana website and all associated content, features, and Services provided through it.

• “Services”: Clavana’s deal origination and introduction services as described in Clause 3.

• “Client”: a User that has engaged Clavana under a separate contract for the provision of Services.

• “Invoice”: any invoice issued by Clavana for Services.

• “Transaction”: any investment, acquisition, merger, divestment, partnership, or similar deal resulting directly or indirectly from an introduction facilitated by Clavana.

• “Success Fee”: any fee payable by the Client to Clavana in connection with a Transaction, as agreed in the relevant contract.

3. Services

3.1  Clavana provides buy-side deal origination, identifying companies and facilitating introductions to Clients globally.
3.2  Clavana’s role is limited to sourcing opportunities and making introductions.
3.3  Clavana does not provide financial, investment, legal, tax, or due diligence services and does not advise on the merits or risks of any Transaction.
3.4  Users are solely responsible for obtaining appropriate professional advice before entering into any Transaction.

4. Fees & Payments

4.1  Payment of any Invoice is due within fourteen (14) calendar days of receipt.
4.2  A Success Fee may be payable if a Transaction arises from an introduction facilitated by Clavana.
4.3  The applicable fee structure is set out in the relevant contract and Invoice.
4.4  Clients must notify Clavana within thirty (30) business days of completing a Transaction or reaching an agreement in principle.
4.5  Failure to pay any Invoice or Success Fee may result in: (i) statutory interest charges under applicable law; (ii) suspension or termination of Services; and (iii) legal proceedings to recover amounts due, including recovery of legal costs.

5. Regulatory Status

5.1  Clavana is not authorised or regulated by the UK Financial Conduct Authority (FCA).

5.2 Clavana operates under the M&A Broker Exemption Rules in Section 15(b)(13) of the U.S. Securities Exchange Act of 1934, as amended by the Consolidated Appropriations Act, 2023.
5.3  The Services are limited to introductions and do not constitute regulated activities. Clavana does not:

• Provide financial, legal, tax, or investment advice;

• Arrange or advise on investments;

• Guarantee or participate in any Transaction.

​5.4 Users remain solely responsible for compliance with all applicable laws and regulations.

6. Intellectual Property

6.1  All content, branding, and proprietary information on the Website are owned by or licensed to Clavana.
6.2  Users may not copy, reproduce, or modify any part of the Website without Clavana’s prior written consent.
6.3  Users must maintain the confidentiality of any non-public, proprietary, or sensitive information shared through the Services.
6.4  Clavana processes personal data in accordance with applicable data protection laws, including the UK GDPR.

7. Disclaimers & Limitation of Liability

7.1  Clavana acts solely as an introducer and accepts no responsibility for the outcome of any Transaction.
7.2  Clavana makes no representation or warranty as to the accuracy, completeness, or suitability of information provided via the Website or Services. Use is at the User’s own risk.
7.3  All Transactions are undertaken at the User’s own risk, and Clavana disclaims all liability in connection with them.
7.4  To the fullest extent permitted by law, Clavana shall not be liable for:

• Indirect, incidental, or consequential losses;

• Loss of profits, business opportunities, or goodwill;

• Any loss or damage arising from reliance on information provided via the Website or Services.

7.5  Clavana is not responsible for external websites linked from the Website and does not endorse their content.
7.6  Clavana does not guarantee uninterrupted access to the Website and accepts no liability for temporary unavailability. 

8. Third Party Referrals

8.1  Clavana may refer Users to third-party advisors or service providers.
8.2  Such referrals are made without warranty or endorsement. Clavana accepts no liability for third-party services.

9. Termination

9.1  Clavana may suspend or terminate a User’s access to the Website or Services at any time, without notice, for breach of these Terms, non-payment, unlawful conduct, or behaviour detrimental to Clavana.

10.Amendments

10.1  Clavana may revise these Terms from time to time. Material changes will be communicated to Users.
10.2  Continued use of the Website or Services following any updates constitutes acceptance of the revised Terms.

11. Governing Law & Jurisdiction

11.1  Unless otherwise notified in writing at the time of Contract, all of these Terms are governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to conflict of laws principles. The state and federal courts located in Delaware shall have exclusive jurisdiction over all disputes arising under or in connection with these Terms.