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These Terms of Business set out the basis upon which Vestra Capital Limited (Company No. 16973237) will provide commercial mortgage and property finance brokerage services to you ("the Client"). By engaging our services, you agree to be bound by these terms.

Please read these terms carefully. If you have any questions or require clarification on any aspect, please contact us before proceeding. Your continued engagement of our services constitutes acceptance of these terms in full.

Effective Date: 1st February 2026

1. Definitions and Interpretation

In these Terms of Business, unless the context otherwise requires:

"We", "Us", "Our" means Vestra Capital Limited (Company No. 16973237) and any associated trading names under which we operate.

"You", "Your", "Client" means the individual, partnership, company, or other legal entity engaging our services.

"Lender" means any financial institution, bank, building society, specialist lender, or other organization providing mortgage or finance facilities.

"Services" means the commercial mortgage brokerage, property finance, and related services we provide as described in these terms.

"Application" means a formal mortgage or finance application submitted to a Lender on your behalf.

"Completion" means the legal completion of a mortgage transaction and release of funds by the Lender.

2. Scope of Services

2.1 Services Provided

We provide commercial mortgage and property finance brokerage services, which include:

• Assessing your finance requirements and objectives
• Researching and identifying suitable Lenders and finance products
• Preparing and submitting Applications on your behalf
• Liaising with Lenders, solicitors, valuers, and other parties
• Managing your case through to Completion
• Providing ongoing support and assistance as required

2.2 Services Not Provided

Unless specifically agreed in writing, we do not provide:

• Legal advice or conveyancing services
• Accounting, tax, or financial planning advice
• Property valuation or surveying services
• Investment advice or wealth management services
• Insurance brokerage (except where specifically agreed)

You should seek independent professional assistance from qualified specialists for these matters.

3. Client Responsibilities

3.1 Information Provision

You agree to:

• Provide complete, accurate, and up-to-date information regarding your financial circumstances, property details, and requirements
• Promptly disclose any material changes to your circumstances during the application process
• Supply all requested documentation within reasonable timeframes
• Notify us immediately of any information previously provided that proves to be incorrect or incomplete

3.2 Cooperation

You agree to cooperate fully with us and with Lenders, valuers, solicitors, and other parties involved in your transaction. This includes responding promptly to queries, attending appointments as required, and providing access to properties for valuation purposes.

3.3 Independent Verification

While we will identify and present finance options to you, you remain responsible for:

• Reading and understanding all documentation before signing
• Ensuring you can afford the proposed finance arrangements
• Seeking independent legal and tax guidance as appropriate
• Making your own final decision regarding any finance products or arrangements

4. Fees and Payment

4.1 Fee Structure

Our fees will be confirmed to you in writing before you engage our services. Fees may be structured as:

• A percentage of the loan amount arranged
• A fixed fee for the services provided
• A combination of both percentage and fixed elements
• An hourly or time-based fee (for consultancy services)

4.2 Payment Terms

Unless otherwise agreed in writing:

• Our fees become payable upon Completion of your mortgage or finance arrangement
• Payment is typically deducted from the loan proceeds by your solicitor on Completion
• If payment cannot be deducted at Completion, fees become immediately due and payable
• Invoices not paid within 14 days of issue will incur interest at 4% above Bank of England Base Rate

4.3 Lender Procuration Fees

We may receive procuration fees (commissions) from Lenders when we arrange finance on your behalf. These fees are paid by the Lender and do not represent an additional cost to you. We will disclose any such fees upon request.

4.4 Abortive Fees

If your Application does not proceed to Completion for reasons including (but not limited to):

• Your decision to withdraw from the transaction
• Lender declining the Application
• Failure to meet Lender conditions
• Provision of false or misleading information

We reserve the right to charge an abortive fee reflecting work undertaken to date. The amount of any abortive fee will be confirmed in your initial engagement letter and will be proportionate to the work completed.

4.5 Third-Party Costs

Our fees do not include third-party costs such as:

• Lender arrangement fees, valuation fees, and legal costs
• Your solicitor's fees and disbursements
• Survey costs, insurance premiums, or other expenses

You remain responsible for payment of all third-party costs directly to the relevant parties.

5. Our Obligations and Standards

5.1 Professional Standards

We will:

• Act with integrity, professionalism, and due diligence
• Exercise reasonable skill and care in providing our services
• Maintain appropriate professional indemnity insurance
• Keep you informed of progress and any material developments
• Handle your information confidentially in accordance with data protection legislation
• Comply with all applicable laws and regulations

5.2 Finance Options and Presentation

We will identify and present finance options that we consider appropriate for your stated requirements based on the information you have provided. The options we present will take account of factors including:

• Loan amount, loan-to-value, and affordability
• Interest rates, fees, and overall cost
• Loan term and repayment structure
• Lender appetite for your specific circumstances and property type
• Speed of decision and completion timescales

5.3 Market Coverage

We maintain relationships with a wide panel of commercial mortgage Lenders. However, we do not survey the entire market and may not consider every available product. We select Lenders based on our professional assessment of their appropriateness for your specific requirements.

6. Limitations of Liability

6.1 Exclusions

To the fullest extent permitted by law, we exclude liability for:

• Any loss arising from information you provide that is inaccurate, incomplete, or misleading
• Decisions made by Lenders, including application declines or unfavorable terms
• Market changes, interest rate movements, or changes in Lender criteria
• Actions or omissions of third parties (including Lenders, solicitors, surveyors, or valuers)
• Your failure to meet mortgage repayments or other financial obligations
• Property market fluctuations or changes in property values

6.2 Financial Limits

Our total aggregate liability to you for any losses arising from our services (whether in contract, tort, negligence, breach of statutory duty, or otherwise) shall not exceed the lower of:

• The amount of fees paid by you to us in relation to the relevant matter; or
• £1,000,000 (one million pounds)

6.3 Consequential Loss

We shall not be liable for any indirect, consequential, or special losses including (but not limited to) loss of profits, loss of business opportunity, loss of goodwill, or any other economic losses.

6.4 Statutory Rights

Nothing in these terms shall exclude or limit our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot be excluded or limited under applicable law

7. Confidentiality and Data Protection

7.1 Confidential Information

We will treat all information you provide as confidential and will not disclose it to third parties except:

• Where necessary to perform our services (e.g., to Lenders, solicitors, or valuers)
• With your explicit consent
• Where required by law or relevant authorities
• To our professional advisors (accountants, solicitors, insurers) under confidentiality obligations

7.2 Data Protection

We process your personal data in accordance with applicable data protection legislation including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Full details of how we collect, use, store, and protect your personal data are set out in our Privacy Policy, which is available on request.

7.3 Credit Checks and Anti-Money Laundering

You authorize us to:

• Conduct credit checks and searches with credit reference agencies
• Verify your identity and perform anti-money laundering checks as required by law
• Share information with fraud prevention agencies to prevent and detect fraud and money laundering

These checks may be recorded by credit reference agencies and may be visible to other organizations conducting credit checks.

8. Termination

8.1 Termination by You

You may terminate our engagement at any time by providing written notice. Upon termination:

• We will cease work on your behalf immediately
• You remain liable for any fees due for work completed to the date of termination
• We may charge an abortive fee as outlined in section 4.4
• We will provide reasonable assistance to ensure smooth handover to another broker if requested

8.2 Termination by Us

We may terminate our engagement with you by providing reasonable written notice in circumstances including:

• Non-payment of fees when due
• Provision of false, inaccurate, or misleading information
• Failure to cooperate or provide requested information
• Conflict of interest that cannot be resolved
• Breakdown in the professional relationship
• Legal requirements or other circumstances preventing us from continuing

8.3 Effect of Termination

Termination does not affect:

• Rights and obligations that accrued before termination
• Provisions intended to survive termination (including confidentiality, liability limitations, and payment obligations)
• Our right to receive payment for work completed

9. Complaints Procedure

9.1 Internal Complaints

We are committed to providing excellent service. If you are dissatisfied with any aspect of our service, please contact us immediately. We maintain a formal complaints procedure:

• Submit your complaint in writing to: info@vestracapital.co.uk
• We will acknowledge receipt within 3 working days
• We will investigate and provide a full written response within 8 weeks
• If we cannot resolve the matter to your satisfaction, we will provide information about further recourse

9.2 Dispute Escalation

If you remain dissatisfied after exhausting our internal complaints procedure, we are willing to consider referral to an independent third-party mediator by mutual agreement. We will discuss available options with you at that stage.

10. General Provisions

10.1 Entire Agreement

These Terms of Business, together with any engagement letter and fee agreement, constitute the entire agreement between you and us and supersede all previous agreements, understandings, and representations.

10.2 Variations

We may update these Terms of Business from time to time. Updated terms will be made available on our website and will apply to services provided after the date of update. Material changes will be notified to you in writing.

10.3 Assignment

You may not assign, transfer, or delegate your rights or obligations under these terms without our prior written consent. We may assign our rights or delegate our obligations with reasonable notice to you.

10.4 Third-Party Rights

These terms are between you and us only. No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

10.5 Severability

If any provision of these terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

10.6 Waiver

Our failure to exercise or enforce any right or provision of these terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by us.

10.7 Force Majeure

Neither party shall be liable for any failure or delay in performing obligations caused by circumstances beyond their reasonable control, including (but not limited to) acts of God, war, terrorism, civil unrest, government restrictions, pandemics, strikes, or failures of telecommunications or IT systems.

10.8 Notices

All notices under these terms must be in writing and will be deemed delivered when:

• Personally delivered (immediately upon delivery)
• Sent by email (when the email is sent, unless an automated response indicates delivery failure)
• Sent by first-class post (3 working days after posting)
• Sent by recorded delivery (on the date shown on the tracking confirmation)

10.9 Governing Law and Jurisdiction

These Terms of Business are governed by the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any disputes.

11. Important Warnings and Disclosures

11.1 Property Risk Warning

YOUR PROPERTY MAY BE REPOSSESSED IF YOU DO NOT KEEP UP REPAYMENTS ON YOUR COMMERCIAL MORTGAGE

11.2 Financial Risk

Commercial property finance involves significant financial risk. You should carefully consider:

• Whether you can afford the repayments throughout the loan term
• The impact of interest rate changes on your repayments
• What would happen if rental income reduced or ceased
• The possibility of property values falling
• Early repayment charges if you need to exit early

11.3 No Guarantee of Approval

We cannot guarantee that any Application will be approved by a Lender. Lender decisions are based on their own underwriting criteria and commercial judgment, which may change without notice. An indication of terms or agreement in principle does not constitute a formal mortgage offer.

11.4 Tax Implications

Commercial property finance may have tax implications. We do not provide tax guidance. You should consult a qualified tax advisor or accountant to understand the tax treatment of your arrangements.

11.5 Independent Legal Representation

You should obtain independent legal representation before entering into any mortgage or finance agreement. Your solicitor will explain the legal implications, obligations, and risks involved.

12. Acceptance of Terms

By engaging our services, instructing us to proceed with an Application, or making payment for our services, you confirm that you have:

• Read and understood these Terms of Business
• Had the opportunity to ask questions and seek clarification
• Agreed to be bound by these terms in full
• Acknowledged the warnings and disclosures contained herein

Document Version: 1.0
Last Updated: 1st February 2026

Guide

Step 1: Initial Enquiry. Submit your enquiry via our contact form or call us directly. We aim to respond within 2 business hours.

Step 2: Deal Scoping. A specialist will contact you to discuss your requirements, deal structure, timeline, and exit strategy in detail.

Step 3: Indicative Terms. We approach our lender panel and return indicative terms for your review, typically within 24 to 48 hours of a full fact find.

Step 4: Application & Packaging. Once you select a lender, we package your credit file and manage the application process end to end.

Step 5: Completion. We liaise with lenders, solicitors, and valuers to drive the transaction to completion as efficiently as possible.

What We Need From You. Transparency and prompt responses to information requests. The more complete your initial information, the faster we can structure and place your deal.

Legal

Data Controller. Vestra Capital Limited, No. 1 Royal Exchange, London EC3V 3DG (Company No. 16973237).

What We Collect. Name, contact details, financial information, and property details provided through our enquiry form or during our enquiry process.

How We Use It. To provide brokerage services, contact you about your enquiry, comply with legal obligations, and improve our services. We do not sell your data to third parties.

Who We Share With. Lenders, valuers, solicitors, and other professional third parties as required to progress your application, always with your knowledge.

Retention. We retain your data for 6 years following the conclusion of any business relationship in line with financial services regulatory requirements.

Your Rights. You have the right to access, correct, or request deletion of your personal data. Contact us at info@vestracapital.co.uk.

Lawful Basis. Processing is carried out on the basis of legitimate interests, contractual necessity, and legal obligation under UK GDPR.

Legal

We are committed to providing a high standard of service. If you are unhappy with any aspect of our service, we want to hear from you so we can put things right.

How to Complain. Please contact us in writing at info@vestracapital.co.uk or by post to No. 1 Royal Exchange, London EC3V 3DG, setting out the nature of your complaint and the outcome you are seeking.

Acknowledgement. We will acknowledge your complaint within 5 business days of receipt.

Investigation. We will investigate your complaint fully and aim to provide a final response within 28 days. If we require more time, we will notify you and explain why.

If You Remain Dissatisfied. If you are not satisfied with our response, you may be entitled to refer your complaint to the Financial Ombudsman Service (FOS) at financial-ombudsman.org.uk or by calling 0800 023 4567.

Legal

Vestra Capital Limited is committed to compliance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

Lawful Bases. We process personal data on the following lawful bases: (a) contractual necessity, to perform the brokerage services you have requested; (b) legitimate interests, to manage our business relationship with you; and (c) legal obligation, to comply with applicable financial services and anti-money laundering regulations.

Data Minimisation. We only collect and process the personal data necessary for the purpose for which it was obtained.

Your Rights Under UK GDPR. You have the right to: access your personal data; rectify inaccurate data; request erasure; restrict processing; data portability; and to object to processing based on legitimate interests.

International Transfers. We do not transfer personal data outside the UK or EEA without appropriate safeguards in place.

Retention. Personal data is retained for 6 years following the conclusion of any business relationship, in line with financial services regulatory requirements.

Contact. For any data protection queries, contact us at info@vestracapital.co.uk.

Legal

Vestra Capital acts as an introducer and broker only. We are not a lender and do not provide regulated financial advice.

Vestra Capital accepts no liability for any loss arising from reliance on information provided on this website or in preliminary discussions. Clients should seek independent legal and financial advice before proceeding.

All funding is subject to lender underwriting, valuation and formal offer.

Specialist Finance

All fees are agreed and disclosed in writing before any work commences. Initial consultation is at no cost.

Specialist Finance