TERMS AND CONDITIONS OF SERVICE

NRIA Ltd
Company Number: 15209820
Registered Office: Nria Suite, College House, Howard Street, Barrow-In-Furness, England, LA14 1NB

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1. Definitions

In these Terms and Conditions:

• “Company” means the business entity subject to potential acquisition.
• “Seller” means the individual director(s), shareholder(s), or authorised representative(s) engaging NRIA Ltd.
• “Services” means advisory, restructuring, negotiation, and acquisition services provided by NRIA Ltd.
• “SPA” means any Share Purchase Agreement entered into between the parties.
• “Completion” means the legal transfer of shares or ownership of the Company.

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2. Scope of Services

2.1 NRIA Ltd provides services to acquire or restructure companies experiencing financial distress, including but not limited to:

• Company acquisition
• Debt restructuring assistance
• Creditor negotiation
• Business transition support

2.2 NRIA Ltd does not guarantee:

• Acceptance by creditors
• Removal of personal guarantees
• Avoidance of insolvency proceedings

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3. Seller Obligations

The Seller agrees to:

3.1 Provide full, accurate, and complete disclosure of:

• Financial records
• Liabilities and debts
• Legal disputes
• Creditor arrangements

3.2 Not withhold or misrepresent any material information.

3.3 Refrain from:

• Interfering with company operations post-engagement
• Contacting employees, creditors, or stakeholders without consent
• Taking actions that may worsen the Company’s financial position

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4. Fees and Payments

4.1 Fees shall be agreed in writing prior to engagement.

4.2 The Seller agrees to:

• Pay all invoices in full and on time
• Not withhold payment under any circumstances unless required by law

4.3 Late payments may result in:

• Suspension of Services
• Immediate termination of agreements

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5. Due Diligence

5.1 NRIA Ltd reserves the right to conduct full due diligence on the Company.

5.2 NRIA Ltd may withdraw from any transaction at its sole discretion based on findings.

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6. Termination and Nullification Rights

6.1 Right to Terminate or Nullify
NRIA Ltd reserves the right, at its sole discretion, to terminate, rescind, or otherwise nullify the SPA and/or any other related contractual obligations, including those supported by personal guarantees, with immediate effect upon written notice to the Seller if:

a) The Seller fails to meet invoice or payment obligations.
b) The Seller interferes with the Company, including bank accounts or creditors.
c) The Seller contacts employees or stakeholders without consent.
d) NRIA Ltd has reasonable grounds to suspect unlawful or criminal conduct.

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6.2 Effect of Termination
Upon termination:

• All Seller rights cease immediately
• NRIA Ltd has no obligation to proceed
• Personal guarantees remain enforceable subject to applicable law

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6.3 No Refund Policy
To the fullest extent permitted by law, all payments made are non-refundable.

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7. Limitation of Liability

7.1 NRIA Ltd shall not be liable for:

• Financial losses
• Business failure
• Creditor actions
• Legal proceedings

7.2 Liability (if any) shall be limited to the total fees paid.

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8. Indemnity

The Seller agrees to indemnify NRIA Ltd against any claims, losses, or damages arising from:

• Inaccurate information
• Breach of these Terms
• Actions taken prior to Completion

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9. Confidentiality

9.1 Both parties agree to keep all information confidential.

9.2 This obligation survives termination.

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10. Non-Circumvention

The Seller shall not bypass NRIA Ltd to deal directly with:

• Buyers
• Creditors
• Introduced parties

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11. Legal and Regulatory Compliance

11.1 The Seller acknowledges their duties under UK law, including:

• Insolvency Act 1986
• Companies Act 2006

11.2 NRIA Ltd does not provide regulated insolvency practitioner services unless explicitly stated.

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12. Force Majeure

NRIA Ltd shall not be liable for failure to perform due to events beyond its control.

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13. Governing Law

These Terms shall be governed by the laws of England and Wales.

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14. Entire Agreement

These Terms constitute the entire agreement and override prior discussions.

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15. Severability

If any clause is found invalid, the remaining provisions remain in effect.

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16. Acceptance

By engaging NRIA Ltd, the Seller agrees to these Terms in full.