Business Principles

1. Introduction and scope

Medfin Capital Inc., (“Medfin”) whose principal place of business is at 510 Vyner Crescent, Oakville, Ontario, L6L 3R5, Canada is an international investment banking and financial services boutique, providing innovative advice to its private sector clients, many of which are domiciled in Turkey and Canada.

The strategic focus of Medfin is on the shipping sector. We advise shipowners who are seeking equity and debt, sellers during the divestiture process and investors during the acquisition process. In addition, we provide advice to non-shipping firms seeking investment opportunities in shipping sector or in Turkey.

The purpose of these Business Principles is to set out the terms and principles we adhere to when advising and assisting our clients. By following them, we ensure that we can provide excellent, top-quality service to our clients, helping them to achieve their goals and create value for them.

2. Management and service standards

We are in business for one reason: to serve our clients. When doing so, we are committed to setting our standards to the highest level. This not only means advising you in accordance with your instructions in a professional and expeditious manner, but also ensuring that the appropriate staff member of Medfin is tackling each aspect of a matter. Furthermore, there will always be an assigned Partner or Director who will act as your point of contact.

3. Confidentiality and security of information

At Medfin we understand that what you share with us can be, and often is, confidential in or sensitive in nature. Therefore, when instructing us, you can be assured that we maintain and respect the confidentiality of all information that is shared with us throughout the lifetime of a transaction or indeed the lifetime of the relationship with you as the client. We will not disclose any confidential information without the authority of the client, unless there is a duty or right to disclose it, we are required by law or other legal purpose, or it is already in the public domain.

To the extent that confidential information needs to be shared with external third parties in order to provide you with the advice or assistance required, we will seek your consent before doing so.

4. Maintenance of records

Medfin will keep adequate records, supporting documentation and any electronic or physical correspondence which concern the services provided by us. The records and documentation will be kept by Medfin for 5 (five) years from the date of termination of these Business Principles or the date that any particular transaction or advice is completed or provided, whichever is earlier. Such records may be kept in paper based, electronic, or other form as may be appropriate.

You, as the client, are entitled to review or ask for the reproduction of such records and have them made available to you, subject to any right that Medfin may exercise by way of a lien, for example if there is money still due to us for our fees and disbursements. We will not destroy any documents that you ask us in writing to keep in safe custody, but we may charge a separate fee for this storage and any retrieval that may be requested.

5. Conflict of interest

Medfin will exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict of interest with the client. This obligation applies to its employees, agents, subcontractors and any relevant third parties associated with accomplishing its work and services.

To do this, we maintain conflict-checking procedures to identify conflicting interests to enable us to consider and honour our obligations to you, however we cannot be certain that we will identify all conflicts that may exist or develop. Furthermore, we cannot always anticipate what you might perceive to be a conflict. Therefore, we ask you to advise us if you consider that there are any such conflicts.

6. Remuneration and other earnings

Our remuneration and list of our services in respect of the services that we provide will be set out at the beginning of any such instructions and in accordance with our appointment and these Business Principles.

7. Limitation of liability and force majeure

Unless otherwise agreed, the overall aggregate liability of Medfin and all of its shareholders, employees and agents in any circumstance whatsoever, whether in contract, tort, equity, statute or otherwise, and howsoever caused, shall, in relation to each matter, be limited to 1/4th of our total fees agreed for the transaction.

Furthermore, any claim in respect of the following types of loss are wholly excluded:

1. Loss of profits.
2. Loss of sales or business.
3. Loss of agreements or contracts.
4. Loss of anticipated savings.
5. Loss of use or corruption of software, data, or information.
6. Loss of or damage to goodwill.
7. Indirect or consequential losses.

Medfin shall not be in breach of these Business Principles or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. The same right shall apply to the client. If the period of delay or non-performance continues for 12 weeks, the party not affected may terminate the appointment by giving 14 days' written notice to the affected party, without prejudice to any rights that have accrued as at the time of termination.

8. Complaints

We at Medfin will do our best to resolve any problems you have with us. This means ensuring that any complaints we do receive are dealt with promptly and fairly.

If you do wish to register a complaint with Medfin, please contact the lead contact at Medfin with whom you have been liaising.

9. Know-Your-Customer (KYC), Anti-money laundering (AML), bribery and schemes

Before Medfin can start acting for you, under regulations relating to money laundering and other matters which regulate us and other professional services firms, we may have to obtain further information in order to verify your identity, background and source of funds. If satisfactory evidence of your identity and/or source of funds cannot be obtained within a reasonable time, we may have to decline your instructions. To perform the services required of us efficiently and cost-effectively, it is important that we receive as quickly as possible accurate, up to date and complete information and instructions and we are then kept informed of any changes or developments.

Furthermore, both Medfin and you agree to comply with all applicable laws, statutes and regulations, relating to KYC, anti-money laundering, anti-bribery and anti-corruption.

10. Terminating appointment

Medfin endeavours at all times to maintain a positive relationship with its clients, but does understand that circumstances may arise whereby we, or you as the client, may wish to terminate our appointment. Therefore, unless otherwise agreed in writing, either Medfin or you may terminate our appointment in relation to the services requested by giving at least 30 days’ notice in writing.

Without affecting any other right or remedy available to it, Medfin may further terminate the appointment with immediate effect by giving written notice to you if:

1. You fail to pay an amount due to Medfin on the due date for payment and remain in default of payment for not less than 14 days after being notified in writing to make such payment.
2. You commit a material breach of the appointment or of any term of these Business Principles and (if such breach is remediable) you fail to remedy that breach within a period of 14 days after being notified in writing to do so.
3. You or any third party take any step or action towards you entering bankruptcy, administration, provisional liquidation or any composition or arrangement with your creditors, being struck off the register of companies, having a receiver appointed in relation to any of your assets, or entering a procedure in any jurisdiction with a similar effect to a procedure listed in this Error! Bookmark not defined.

Following termination of our appointment, Medfin will no longer owe you any further obligation or liability. In any event if we cease to act for you, you will pay our fees and disbursements incurred up to the time of termination.

11. Law and jurisdiction

Any and all differences and disputes arising out of or in connection with the services provided by Medfin and/or the terms of these Business Principles (whether contractual or non-contractual) shall be exclusively resolved by arbitration in Ontario under Canadian substantive and procedural law. Any dispute referred to arbitration shall be finally resolved by a sole arbitrator who shall be a full or aspiring full member of the LMAA (Lloyds Maritime Arbitration Association). A party commencing arbitration proceedings must notify the other party in writing and request them to agree on a sole arbitrator within 14 days of their receipt of the notice. If the parties cannot agree on a sole arbitrator within the said 14 days then, on application by either party, the current President of the LMAA shall have the sole and unfettered discretion to appoint a suitably qualified arbitrator. Any arbitration proceedings shall be governed by the LMAA Rules in existence on the date of commencement of proceedings and the Arbitration Act 1996.

12. Data protection

Any data you supply to us to carry out work for you is received on the basis that you have complied with all applicable data protection legislation in any relevant jurisdiction and that its receipt, storage and processing by us will comply with that legislation.

We will keep any personal data or any other kind of data provided on our computer and other systems, but we may use that data in order to carry out the work that we are instructed to undertake in addition to maintaining and preserving our records. This may include releasing the data to third parties. All our data service providers are subject to the restrictions imposed by the Global Data Protection Regulation (GDPR) or its equivalent.

If it is necessary to disclose any such data to any third party whether within Canada or outside of it, then we will disclose only what is necessary and for legitimate purposes and will be limited to the relevant data. Disclosure of any data to any third party will be done only via secure systems in order to ensure full security of that personal data.