Legal
These Terms of Mandate govern all advisory engagements between Velar and its clients. Specific fee structures, scope, and timelines are set out in each signed engagement letter or mandate agreement. These Terms are incorporated by reference into every such agreement.
Velar provides financial advisory, transaction structuring, and strategic analysis services as defined in each engagement letter. Services are delivered through professional judgment, market knowledge, and analytical methodology. Velar does not act as agent, attorney-in-fact, or legal counsel of the client unless expressly agreed in writing.
Velar's obligation is one of professional effort, not of result. Velar does not guarantee the consummation of any transaction, the achievement of any valuation, the conduct of any counterparty, or any regulatory determination. Market conditions, third-party decisions, and legal or regulatory developments are outside Velar's control.
Velar's aggregate liability for any claim arising from an engagement shall not exceed the total fees actually paid by the client under that engagement. Velar is not liable for lost profits, indirect damages, or consequential losses of any nature.
Each party undertakes to maintain strict confidentiality regarding all non-public information received from the other party in connection with an engagement. This obligation survives the termination of the mandate for a period of three years. Velar's analyses, methodologies, and work product are proprietary and may not be disclosed to third parties without Velar's prior written consent.
Mandates involving material non-public information or privileged transaction data are subject to Velar's Zero Data Retention Protocol ("ZDR Protocol"), which governs the handling, storage, and destruction of sensitive information. Clients whose engagements are subject to this protocol will be notified in their respective engagement letter.
These Terms and all engagement agreements are governed exclusively by the laws of the United Mexican States. Any dispute arising from or related to an engagement shall be submitted to the jurisdiction of the competent courts of Aguascalientes, Aguascalientes, México. The parties expressly waive any other forum to which they may be entitled.
Velar reserves the right to update these Terms. The version in force at the time an engagement letter is signed shall govern that engagement in its entirety.