Intermediation Activities
These General Terms & Conditions (the “Terms”) govern any inquiry, introduction, mandate, communication, exchange of information, advisory support, deal facilitation, transaction coordination, trade-finance support, or other intermediation activity undertaken by Ingenium LLC (“Ingenium”) in connection with the sectors in which it operates, including energy, rare earths, critical minerals, strategic resources, related infrastructure, and associated cross-border commercial matters.
These Terms are intended to establish clarity, protect process integrity, and allocate risk appropriately in transactions where multiple jurisdictions, counterparties, compliance regimes, and commercial dependencies may be involved.
By approaching Ingenium, requesting or accepting an introduction, participating in a process organized by Ingenium, receiving confidential or non-public information through Ingenium, or proceeding with a matter introduced or structured by Ingenium, a party agrees to be bound by these Terms unless a more specific written agreement signed by Ingenium provides otherwise.
1. Scope and Order of Precedence
These Terms apply to all business interactions involving Ingenium’s intermediation or related support services unless superseded in whole or in part by a signed engagement letter, mandate, confidentiality agreement, fee agreement, term sheet, or transaction-specific contract.
Where multiple documents apply, the following order of precedence shall govern in the event of inconsistency:
a signed transaction-specific agreement;
a signed engagement, mandate, or fee agreement;
a signed confidentiality or non-circumvention agreement; and
these Terms.
2. Nature of Ingenium’s Role
Ingenium acts as an independent intermediary and strategic facilitator. Unless expressly stated otherwise in a signed writing, Ingenium is not:
the principal buyer or seller;
the owner of goods, assets, licenses, concessions, or projects;
the issuer of any instrument;
a lender, guarantor, insurer, warehouseman, carrier, customs broker, or freight forwarder;
a fiduciary of any party;
or the legal representative of any party with authority to bind that party.
Ingenium’s role is to assist in lawful and commercially structured access, qualification, coordination, communication, and transaction support. Ingenium does not assume the obligations of a principal.
3. No Authority to Bind; No Agency
No party may represent that Ingenium has bound, approved, guaranteed, certified, or committed any principal, transaction, shipment, payment, permit, financing structure, or timeline unless Ingenium has confirmed the same in writing.
No introduction, call, meeting, expression of interest, or exchange of documents shall create any partnership, joint venture, agency, employment, exclusivity, or authority to bind unless expressly agreed in a signed written instrument.
4. Principals and Authorized Representatives Only
Ingenium reserves the right to work only with:
principals;
duly authorized officers;
or representatives able to prove clear written authority.
Any party engaging with Ingenium shall, upon request, provide documentation reasonably sufficient to establish:
legal existence and good standing;
beneficial ownership;
identity of controlling persons;
authority to act;
relevant licenses, permits, or registrations;
and transaction-specific capacity.
Ingenium may require enhanced diligence where the matter involves sovereign entities, state-owned enterprises, politically exposed persons, controlled materials, strategic infrastructure, sanctioned-risk jurisdictions, or unusual transaction structures.
5. Due Diligence, KYC/KYB, and Beneficial Ownership
Each party shall cooperate fully with reasonable due diligence measures, including KYC, KYB, sanctions screening, beneficial ownership review, source-of-funds inquiries, compliance questionnaires, and document verification.
Where applicable, parties shall comply with anti-money-laundering and counter-terrorist-financing requirements, including those arising under the U.S. Bank Secrecy Act, the Anti-Money Laundering Act of 2020, and analogous laws in relevant jurisdictions.
Ingenium may suspend, condition, delay, or terminate any matter where requested diligence is incomplete, inconsistent, evasive, or unsatisfactory.
6. Sanctions, Export Controls, Customs, and Regulatory Compliance
Each party represents and warrants that neither it, nor any person acting on its behalf in the transaction, is engaged in conduct that would cause the transaction or its facilitation to violate applicable sanctions, export controls, import restrictions, customs laws, embargoes, end-use restrictions, or licensing requirements.
Where applicable, compliance shall include:
U.S. sanctions administered by OFAC;
the Export Administration Regulations (EAR);
the International Traffic in Arms Regulations (ITAR) where relevant;
customs, import/export, shipping, and re-export laws;
and analogous trade-control and sanctions regimes applicable to the jurisdictions involved.
Parties shall immediately disclose any sanctions exposure, blocked-party issue, denied-party issue, licensing requirement, diversion risk, transshipment concern, restricted end use, or change in regulatory status.
Ingenium may decline or terminate any engagement where compliance risk is, in Ingenium’s judgment, unacceptable or insufficiently mitigated.
7. Anti-Bribery, Anti-Corruption, and Ethical Conduct
All parties shall comply with applicable anti-bribery and anti-corruption laws, including, where relevant, the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010, as well as analogous laws in relevant jurisdictions.
No party shall, directly or indirectly:
offer, promise, authorize, request, or accept any improper payment or advantage;
falsify records;
conceal beneficial interests;
submit forged or misleading documents;
or use Ingenium’s process for unlawful influence or improper inducement.
Any suspected violation may result in immediate suspension or termination, without liability to Ingenium.
8. Accuracy of Information; Duty to Update
Each party represents that all information, documents, certifications, statements, and commercial representations supplied to Ingenium or through Ingenium are true, accurate, complete in all material respects, and not misleading by omission.
This includes, where relevant:
proof of funds;
proof of product;
proof of origin;
proof of title or control;
production capacity;
reserve data;
assay results;
logistics capability;
permits and licenses;
financing readiness;
and transaction history.
Any material change affecting legality, capacity, ownership, economics, timing, availability, specifications, shipment readiness, financing, or counterparty authority must be disclosed promptly.
Ingenium may rely on information supplied by parties without assuming an independent duty to verify all such information unless expressly agreed otherwise in writing.
9. Commercial Readiness and Proof Standards
A serious process requires verifiable readiness.
Accordingly, unless otherwise agreed in writing:
any party requesting a credible offer to buy shall be prepared to provide proof of funds or other acceptable evidence of financial ability;
any party requesting a credible offer to sell shall be prepared to provide proof of product, title, allocation, control, or capacity to deliver;
and any project sponsor or asset holder shall be prepared to produce evidence of legal rights, project status, permitting position, and commercial readiness appropriate to the stage of the process.
Ingenium is under no obligation to advance speculative, unsupported, or non-credible inquiries.
10. Confidentiality and Restricted Use of Information
All non-public information disclosed by Ingenium or through Ingenium shall be treated as confidential and used solely for the legitimate evaluation, structuring, financing, or execution of the specific matter for which it was disclosed.
No party may, without prior written consent:
disclose such information to third parties except on a strict need-to-know basis to professional advisers, financing sources, and internal decision-makers bound by equivalent confidentiality obligations;
use such information for competitive, circumvention, intelligence-gathering, or unrelated commercial purposes;
copy, shop, circulate, or repurpose transaction materials outside the authorized process;
or contact disclosed parties in a manner intended to bypass agreed protections.
Confidentiality obligations survive termination and continue for so long as the information remains non-public, except to the extent disclosure is required by law, regulation, court order, or stock-exchange rule, in which case prior notice shall be given where legally permitted.
11. Non-Circumvention and Protection of Introductions
Introductions, access, relationships, channels, and process architecture created by Ingenium are commercially protected.
No party shall circumvent Ingenium by using information, contacts, structures, or opportunities introduced or materially developed by Ingenium in order to avoid fees, protections, or process controls.
Unless a longer period is agreed in writing, this non-circumvention obligation shall apply for twenty-four (24) months from the date of the relevant introduction or last substantial transaction communication, whichever is later.
Direct principal-to-principal discussions may occur where commercially appropriate, but not in a manner designed to deprive Ingenium of its legitimate role, fees, or protections.
12. No Exclusivity Unless Expressly Granted
Ingenium does not grant exclusivity, and is not itself bound by exclusivity, unless expressly stated in a signed written agreement.
Absent such a writing:
Ingenium may review, structure, and pursue other transactions, counterparties, mandates, projects, or opportunities, including those in the same or related sectors;
parties remain free to explore other opportunities;
and no party may claim exclusive access to a market, asset, project, jurisdiction, or counterparty by virtue of preliminary discussions alone.
Ingenium may represent or assist multiple non-conflicting interests, provided confidential information is properly protected.
13. Transaction Documents Are Between Principals
Ingenium’s involvement does not make it a party to any sale, purchase, supply, offtake, development, transport, storage, processing, financing, or investment contract between principals unless Ingenium signs that contract as a party.
All substantive commercial obligations between principals — including price, quantity, quality, specifications, title, inspection, acceptance, delivery, risk allocation, insurance, taxes, duties, permits, warranties, remedies, and dispute resolution — must be set out in the relevant principal contract.
These Terms are not themselves a contract for the sale of goods.
For principal contracts:
trade terms shall apply only if expressly incorporated, including Incoterms® 2020 where chosen;
documentary credits, standby letters of credit, demand guarantees, or collections shall be governed by their own terms and, where incorporated, relevant industry rules;
and the parties should expressly address governing law, jurisdiction, and whether any international sales convention is included or excluded.
Where New York law is chosen in a principal contract, relevant matters may also be governed, as applicable, by the New York Uniform Commercial Code, including Article 2 (Sales), Article 4-A (Funds Transfers), Article 5 (Letters of Credit), and Article 7 (Documents of Title).
14. Trade Finance and Documentary Instruments
Where a transaction involves letters of credit, standby letters of credit, collections, demand guarantees, counter-guarantees, documentary presentations, escrow structures, or bank payment undertakings, Ingenium’s role is limited to coordination, commercial support, and process facilitation unless otherwise agreed in writing.
Ingenium is not the issuing bank, confirming bank, nominated bank, guarantor, collecting bank, escrow agent, or paying institution unless expressly engaged as such under a separate written arrangement.
Where incorporated into the relevant instrument or transaction documents, trade-finance operations may be subject to:
UCP 600;
ISP98;
URDG 758;
URC 522;
applicable electronic presentation supplements;
and applicable banking, commercial, and funds-transfer law.
Acceptance of any bank, issuer, or instrument remains subject to principal approval and compliance review.
15. Fees, Commissions, Costs, and Taxes
Ingenium’s fees, retainers, commissions, success fees, expense reimbursements, or other compensation shall be payable as provided in the applicable signed agreement, mandate, fee protection arrangement, or other written commercial record.
Where a fee trigger is defined by milestone, introduction, mandate, definitive agreement, issuance of instrument, shipment, drawdown, closing, or payment, that trigger shall govern.
Unless otherwise agreed:
all fees are stated exclusive of taxes;
parties are responsible for their own legal, banking, travel, technical, customs, and advisory costs;
overdue amounts shall bear interest at the lesser of 1.5% per month or the maximum lawful rate;
and payments due to Ingenium shall be made free of set-off, counterclaim, or unauthorized deduction.
If withholding is required by law, the paying party shall cooperate in good faith to minimize the withholding lawfully and, to the fullest extent permitted by law, gross up the payment so that Ingenium receives the agreed net amount.
16. Independent Advice; No Reliance on Legal, Tax, or Investment Advice
Unless expressly agreed in a signed advisory engagement, Ingenium does not provide legal, tax, accounting, environmental, reserve, engineering, securities, or regulated investment advice.
All parties are responsible for obtaining their own independent professional advice with respect to:
legal rights and obligations;
sanctions and export controls;
tax treatment;
customs and import/export requirements;
environmental and permitting matters;
technical and valuation issues;
financing terms;
and transaction risk.
Commercial views, market commentary, introductions, structure suggestions, and process guidance are provided without any representation that they substitute for independent professional advice.
17. No Warranty; No Guarantee of Closing
Ingenium does not warrant or guarantee:
transaction completion;
price stability;
financing availability;
issuance of permits or licenses;
bankability of any instrument;
counterparty performance;
shipment timing;
quality or quantity of goods;
project completion;
or regulatory approval.
Any forecasts, indications, scenarios, or timelines are informational only and do not constitute guarantees.
18. Suspension, Refusal, and Termination Rights
Ingenium may, at any time and without liability, decline, pause, condition, or terminate any engagement or process where, in its judgment, there is:
unclear authority or mandate;
unsatisfactory diligence;
legal, sanctions, export-control, corruption, or reputational risk;
false or misleading information;
speculative conduct;
process abuse;
attempted circumvention;
non-payment;
security concerns;
force majeure;
or a material change in law, regulation, or geopolitical conditions affecting the matter.
Termination shall not affect accrued rights, fee entitlements, confidentiality obligations, non-circumvention obligations, intellectual property protections, or dispute resolution provisions.
19. No Liability for Acts of Principals or Third Parties
When Ingenium acts as intermediary, introducer, coordinator, or facilitator, Ingenium shall have no liability for the acts, omissions, representations, defaults, non-performance, insolvency, misconduct, delays, fraud, delivery failures, payment failures, bank failures, shipping issues, permit failures, regulatory denials, force majeure events, or other conduct of principals or third parties.
Ingenium is not responsible for the performance of buyers, sellers, producers, refiners, transporters, laboratories, warehouses, insurers, banks, issuing institutions, advisers, or government authorities.
20. Limitation of Liability
To the fullest extent permitted by applicable law, Ingenium’s aggregate liability arising out of or in connection with any engagement shall not exceed the total fees actually received by Ingenium for the specific matter giving rise to the claim during the twelve (12) months preceding the event giving rise to liability.
Ingenium shall not be liable for any:
indirect,
incidental,
special,
punitive,
exemplary,
or consequential damages,
including loss of profits, loss of opportunity, loss of production, loss of financing, business interruption, reputational loss, or diminution in value, even if advised of the possibility of such losses.
Nothing in these Terms excludes liability for fraud, willful misconduct, or any liability that cannot lawfully be excluded.
21. Indemnity
Each party shall indemnify, defend, and hold harmless Ingenium and its affiliates, managers, officers, employees, contractors, and representatives from and against any losses, claims, liabilities, penalties, fines, damages, costs, and expenses (including reasonable legal fees) arising from or related to:
that party’s breach of these Terms;
false or misleading information supplied by that party;
that party’s violation of applicable law;
sanctions, export-control, customs, or anti-corruption violations attributable to that party;
infringement of third-party rights;
or unauthorized disclosure, misuse, or circumvention of protected information or relationships.
22. Intellectual Property, Materials, and Reference Rights
All process documents, memoranda, presentations, structure notes, market materials, models, templates, and communications prepared by Ingenium remain Ingenium’s property unless otherwise agreed in writing.
No license is granted except the limited right to use such materials for the specific transaction purpose for which they were provided.
Subject always to confidentiality obligations and any contrary written restriction, Ingenium may refer to successfully completed transactions in general, aggregated, or anonymized form for credentialing, relationship development, and business generation, provided no protected confidential information is disclosed.
23. Electronic Records, Counterparts, and Signatures
Records, notices, approvals, signatures, and agreements may be executed and transmitted electronically, including by PDF or approved electronic-signature platform.
To the extent applicable, electronic records and signatures shall have the same legal effect as paper records and handwritten signatures under the Electronic Signatures in Global and National Commerce Act (ESIGN), the New York Electronic Signatures and Records Act, and other applicable law.
Documents may be executed in counterparts, each of which shall be deemed an original.
24. Governing Law and Dispute Resolution
Unless a signed written agreement states otherwise, these Terms and any non-contractual obligations arising out of or in connection with them shall be governed by the laws of the State of New York, excluding its conflict-of-laws rules.
Any dispute not resolved by good-faith business discussions within thirty (30) days shall be finally resolved by confidential arbitration seated in New York, New York, in the English language, under the ICDR International Arbitration Rules, by one arbitrator unless the parties agree otherwise.
The arbitration agreement shall be governed by the Federal Arbitration Act, and any resulting award may be recognized and enforced under applicable law, including, where relevant, the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention).
Nothing in this clause prevents Ingenium from seeking temporary, preliminary, or injunctive relief from a court of competent jurisdiction in Manhattan, New York, where necessary to protect confidentiality, non-circumvention rights, fee claims, intellectual property, or other urgent interests.
25. Miscellaneous
No waiver is effective unless in writing.
If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force to the maximum extent permitted by law.
No assignment of rights or delegation of obligations by a counterparty shall be valid without Ingenium’s prior written consent.
Notices may be given electronically unless mandatory law requires otherwise.
These Terms may be updated by Ingenium from time to time, but no update shall retroactively alter rights and obligations already accrued in an existing written engagement unless expressly agreed.
Conclusion
These Terms are designed to support serious, lawful, and commercially disciplined intermediation in sectors where geopolitical sensitivity, regulatory scrutiny, capital intensity, and supply-chain risk make informal practice unacceptable.
Ingenium’s objective is not simply to connect parties, but to protect structure, preserve legitimacy, and improve the probability of executable outcomes. These Terms exist to ensure that all participants understand the standards by which that work is conducted.
