Terms of Service

1. What we do

Krestline Group is a capital-introduction and transaction-facilitation business. We review opportunities submitted by project owners, match them against the mandates of investors we work with, introduce the parties where there is a fit, and coordinate the process through diligence and negotiation.

• We hold client funds or assets only when a party deposits them with us for safekeeping, and only against a safekeeping receipt we issue. We do not transmit funds or assets between parties.
• We do not give investment, legal, tax, accounting or financial advice, and we do not make recommendations to invest.
• Apart from holding assets deposited with us for safekeeping, we do not act as agent or fiduciary for any party, and we have no authority to bind any party.
• We do not guarantee that a submission will be accepted, that an introduction will be made, or that any introduction will lead to a transaction or any return.

2. Who may use the Platform

• The Platform is intended for businesses and for individuals acting in the course of a business, trade or profession. It is not intended for retail consumers.
• Investors must confirm, before any opportunity is shown to them, that they are a professional, high-net-worth or sophisticated investor as described on the certification screen, and must renew that confirmation every twelve months. You must tell us promptly if your confirmation stops being true.
• You must be at least 18 years old and have authority to act for any organisation you represent.
• We may decline to work with any person or organisation, including where our identity, sanctions or politically-exposed-person checks are not completed to our satisfaction.

3. Submissions and enquiries

When you submit an opportunity or an investor enquiry, you confirm that:

• you are the person named, or are authorised to submit on behalf of the organisation named;
• the information and documents you provide are accurate, complete and not misleading, to the best of your knowledge, and you will tell us promptly of any material change;
• you have the right to share them with us, and sharing them does not breach any confidentiality obligation or law; and
• you understand that we review submissions against our criteria at our discretion, and that we do not disclose our internal reasons for not proceeding.

4. Accounts and security

• Access to the portal and deal rooms is by invitation only. Accounts are personal and must not be shared.
• You are responsible for keeping your credentials confidential and for activity under your account. We strongly recommend turning on two-factor sign-in.
• Tell us immediately if you suspect unauthorised access to your account.
• We may suspend or close an account to protect the Platform, other users or the integrity of a transaction, or where required by law.

5. Verification

Before making an introduction we verify the identity of the parties and screen them against sanctions and politically-exposed-person lists, and we may ask for further documents at any time. Our checks are made for our own purposes. They are not a representation to any other party about anyone's identity, standing, solvency or suitability, and each party must carry out its own due diligence.

6. Anonymous profiles, introductions and deal rooms

• We may share an anonymous profile of an opportunity with investors whose mandate appears to match it. The profile does not identify the project or its sponsors.
• Before an introduction, an investor must accept our confidentiality and non-circumvention terms. Before entering a deal room, each party must accept the room's confidentiality and non-circumvention agreement. Acceptance is recorded with the version accepted and the time.
• Documents shared through the Platform may be watermarked with the recipient's name and the time of access, and access to them is logged.
• Messages, questions and answers in a deal room are kept as a permanent record of the process and are not deleted; a withdrawn message remains in the record marked as withdrawn.

7. Confidentiality and non-circumvention

Information that you receive through the Platform about another party or an opportunity is confidential. You must use it only to evaluate and pursue the transaction to which it relates, and must not disclose it except to your professional advisers and financiers who are bound by equivalent obligations. You must not, directly or through anyone else, contact, negotiate with or transact with a party or opportunity introduced to you through the Platform in a way that bypasses us, for the period stated in the applicable non-circumvention terms.

8. Fees

Investors pay no fee to receive opportunities or to be introduced. Project owners pay fees only under a separate engagement letter signed before any introduction, which sets out the success fee payable on capital committed at financial close through our introductions and any retainer (which is credited against the success fee). Reviewing a submission is free. If an introduced party transacts with the other in breach of these Terms, the fee that would have been payable remains payable.

9. Your content and our content

• You keep ownership of the information and documents you submit. You grant us a non-exclusive licence to host, copy, process and share them in accordance with these Terms and our Privacy Policy, for as long as we need to provide the service and meet our legal obligations.
• The Platform, its software and its content belong to us or our licensors. You may use them only to take part in the service.

10. Acceptable use

You must not use the Platform unlawfully; submit false, misleading or infringing material; attempt to access information or accounts that are not yours; interfere with or probe the Platform's security (other than under our responsible-disclosure policy); scrape or copy it; or use it to promote any investment to persons who may not lawfully receive that promotion.

11. No advice, and your own decisions

Anything we or the Platform communicate — including profiles, matching results, stage updates and answers to questions — is information to help you decide whether to engage, not advice. You must make your own assessment of any opportunity or counterparty and take independent professional advice. Investments in unlisted infrastructure and energy projects carry a high degree of risk, including the loss of all capital invested.

12. Liability

• The Platform is provided on an "as is" and "as available" basis. We do not warrant that it will be uninterrupted or error-free, or that information provided by other parties is accurate or complete.
• We are not liable for any loss arising from a decision to invest, lend or transact, or not to; for the acts or omissions of any other party; or for any indirect or consequential loss, or loss of profit, revenue, opportunity or goodwill.
• Our total liability to you arising out of or in connection with the Platform in any twelve-month period is limited to the greater of the fees you paid us in that period and US$10,000.
• Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited.

13. Indemnity

You will indemnify us against losses, claims and costs arising from your breach of these Terms, of the confidentiality or non-circumvention terms, or of any law, or from information you submitted being false or infringing.

14. Suspension and termination

You may stop using the Platform at any time. We may suspend or end your access at any time, including where required by law or regulation, where our verification is not completed, or where you breach these Terms. The confidentiality, non-circumvention, fee, liability, indemnity and governing-law provisions survive termination.

15. Changes to these Terms

We may update these Terms. The version and date at the top of this page show which version is current. Where a change is material, we will tell account holders in advance and, where required, ask for renewed acceptance. The version you accepted is recorded against your submission or account.

16. Governing law and disputes

These Terms, and any dispute or claim arising out of or in connection with them or the Platform (including non-contractual disputes), are governed by the laws of England and Wales. Any such dispute shall be referred to and finally resolved by arbitration under the LCIA Rules, with one arbitrator, seated in London and conducted in English. Either party may seek urgent injunctive relief from any court of competent jurisdiction, including to protect confidential information or enforce non-circumvention.

17. General

• These Terms, the Privacy Policy, any confidentiality and non-circumvention terms you accept and any engagement letter you sign are the entire agreement between us about the Platform. If they conflict, the engagement letter prevails, then the confidentiality and non-circumvention terms, then these Terms.
• If any provision is found unenforceable, the rest remain in effect.
• You may not transfer your rights under these Terms. We may transfer ours to a successor to our business.
• A failure or delay in enforcing a right is not a waiver of it.

18. Contact

Questions about these Terms: info@crestlinegroup.sbs. Registered office: Nairobi, Kenya.