Terms & disclosure

Legal Disclaimer & Important Notices

The nature and limits of the information published on this website, including the absence of any offer, inducement or regulated advice.

Document reference: FGL-LEG-02
Version date: 1 July 2026
Applies to: Fratres Limited

1.Interpretation and definitions

1.1

In this Notice, the following capitalised terms have the meanings given to them below. Terms defined in the Terms & Conditions of Website Use (FGL-LEG-01) and not otherwise defined here bear the meanings given to them in that document.

Business Day: Any day other than a Saturday, Sunday or public holiday in England and Wales on which clearing banks are open for general business in London.
Company: Fratres Limited, a company incorporated and registered in England and Wales under the Companies Act 2006, whose registered particulars are recorded on the register maintained by the Registrar of Companies for England and Wales.
Content: All text, data, figures, images, tables, charts, downloadable documents, insights, commentary, sector descriptions, project descriptions and other material published on or made available through the Site by or on behalf of the Company.
Engagement Letter: A written engagement letter or advisory agreement executed by the Company and a client, incorporating the Company’s Terms of Business for Client Engagements (FGL-LEG-03).
Forward-Looking Statement: Any statement on the Site that is not a statement of historical fact, including any statement concerning intentions, expectations, plans, objectives, projected timelines, anticipated regulatory outcomes, market conditions or the prospects of any sector, project or transaction.
FSMA: The Financial Services and Markets Act 2000.
Notice: This Legal Disclaimer & Important Notices document, as amended and republished from time to time.
Restricted Person: Any person who is resident in, located in, a citizen of, or incorporated or otherwise established under the laws of, any jurisdiction in which access to the Site or receipt of the Content would require the Company to obtain any licence, registration, authorisation or approval that it does not hold, or would otherwise be contrary to applicable law or regulation.
Site: The website published at fratresgroup.com and each of its subdomains, pages and associated interfaces operated by the Company.
User: Any person who accesses, views, downloads from or otherwise uses the Site, whether or not that person submits an enquiry to the Company.

1.2

Headings are for convenience only and do not affect the interpretation of this Notice.

1.3

The words “including”, “includes” and “in particular” are to be construed as illustrative and do not limit the generality of the words preceding them. A reference to writing includes email and electronic submission through the enquiry form on the Site.

1.4

A reference to a statute, statutory instrument or regulation is a reference to it as amended, extended, consolidated or re-enacted from time to time, and includes any subordinate legislation made under it.

1.5

A reference to a person includes a natural person, a body corporate, an unincorporated association, a partnership, a trust, a governmental body and any other legal or commercial entity, in each case whether or not having separate legal personality.

2.Purpose and application of this Notice

2.1

This Notice sets out the status of the Content, the basis on which it is published, and the limits of the responsibility the Company accepts in respect of it. It is a legally binding statement and not a summary or a commentary.

2.2

This Notice applies to every User and to all Content, in whatever form the Content is accessed, including where Content is viewed on the Site, downloaded, printed, forwarded, quoted, syndicated, reproduced in machine-readable form or extracted by an automated agent.

2.3

By accessing or continuing to use the Site, a User accepts this Notice in full. A User who does not accept this Notice must cease using the Site immediately.

2.4

This Notice is to be read together with, and does not replace, the other documents in the Company’s legal register published at fratresgroup.com/legal, in particular the Terms & Conditions of Website Use (FGL-LEG-01), the Terms of Business for Client Engagements (FGL-LEG-03), the Privacy Policy (FGL-LEG-04) and the Cookie Policy (FGL-LEG-05).

2.5

Where a Client has entered into an Engagement Letter with the Company, the terms of that Engagement Letter govern the advisory relationship and prevail over this Notice to the extent of any inconsistency. This Notice continues to govern that Client’s use of the Site.

2.6

The Company publishes the information required of a provider of information society services under the Electronic Commerce (EC Directive) Regulations 2002 and the trading disclosure requirements of the Companies Act 2006. Nothing in this Notice limits or qualifies those disclosures.

3.Information provided for general information only

3.1

The Content is published for general information purposes only. It describes, in general terms, the sectors in which the Company provides strategic advisory and project facilitation services, the disciplines it applies, and the market and regulatory environment in which it operates.

3.2

The Content is not, and must not be treated as:

(a)a recommendation, opinion or advice in relation to any investment, transaction, project, jurisdiction, counterparty or course of action;
(b)a representation that any sector, project, approval pathway or investment described on the Site is available, viable, permitted, funded or capable of completion;
(c)a due diligence report, feasibility study, valuation, appraisal, technical assessment or legal opinion;
(d)a statement of the terms on which the Company would be prepared to accept a mandate or provide services; or
(e)a substitute for professional advice obtained from an appropriately qualified and, where required, authorised adviser in each relevant jurisdiction.

3.3

The Content is general in nature. It has not been prepared with regard to the investment objectives, financial position, tax position, regulatory status, risk tolerance or particular needs of any User or any other person, and it takes no account of them.

3.4

Descriptions of sectors, regulatory frameworks, approval routes, institutional bodies and market conditions are necessarily summary. They omit detail, qualification and exception that would be material to any actual decision. No User should act, or refrain from acting, on the basis of such a description without taking specific advice.

3.5

The Content speaks only as at the date on which it was published or last revised. Legal, regulatory, fiscal, policy and market conditions in the United Kingdom, in Bangladesh and in any other relevant jurisdiction change, and may have changed since publication.

4.No offer, solicitation or inducement

4.1

Nothing on the Site constitutes, forms part of, or is to be construed as, an offer, an invitation to treat, a solicitation, an inducement or a recommendation to buy, sell, subscribe for, underwrite, dispose of or otherwise deal in any security, share, unit, debt instrument, derivative, fund interest, commodity, real property interest or other asset, nor to enter into any transaction, joint venture, concession or financing arrangement.

4.2

No Content on the Site is an offer capable of acceptance. No contract comes into existence between the Company and any User by reason of the User’s access to, or use of, the Site, or by reason of any enquiry submitted through it.

4.3

The Content is not, and is not intended to be, a financial promotion for the purposes of section 21 of FSMA. It is not an invitation or inducement to engage in investment activity, and it has not been approved by an authorised person for the purposes of that section.

4.4

The Content does not constitute a prospectus, a listing particulars, an admission document, an offering memorandum, a private placement memorandum or any other offering document, and it has not been approved, reviewed or registered by the Financial Conduct Authority, by the Bangladesh Securities and Exchange Commission or by any other securities regulator or competent authority in any jurisdiction.

4.5

Where the Company provides facilitation or introduction services under an Engagement Letter, it does so as an adviser to its client. It does not act as a placing agent, distributor, promoter or seller of any investment, and it does not offer, market or distribute financial instruments to the public.

Important

No person should treat any part of this Site as a basis on which to commit capital. Any decision to invest, to acquire an interest, or to participate in a project must be taken solely on the basis of transaction documentation and independent professional advice, and not on the basis of the Content.

5.No regulated, investment, legal, tax or accounting advice

5.1

The Content does not constitute investment advice, investment research, a personal recommendation, legal advice, tax advice, accounting advice, actuarial advice, engineering or technical advice, insurance advice or advice of any other regulated or professional character.

5.2

The Company is not a law firm. It is not authorised or regulated by the Solicitors Regulation Authority and does not provide reserved legal activities within the meaning of the Legal Services Act 2007. Where a matter requires legal advice, the User must instruct qualified counsel admitted in the relevant jurisdiction.

5.3

The Company does not provide audit, assurance, statutory accounting or tax compliance services, and nothing on the Site should be relied upon in preparing financial statements, tax returns or regulatory filings.

5.4

Descriptions of the tax, customs, foreign exchange or repatriation treatment of any structure or transaction are general and indicative only. Tax treatment depends on the individual circumstances of each person and is subject to change, including with retrospective effect. The Company gives no assurance that any treatment described will be available or will be sustained.

5.5

Nothing on the Site is personalised advice as to the merits of any investment. Users requiring such advice must obtain it from a person authorised under FSMA to provide it, or from an equivalently authorised person in the relevant jurisdiction.

6.Regulatory status of the Company

6.1

The Company is not authorised or regulated by the Financial Conduct Authority or by the Prudential Regulation Authority. It is not entered on the Financial Services Register, and it is not an appointed representative of any authorised person.

6.2

The Company does not carry on, and does not hold itself out as carrying on, any regulated activity within the meaning of section 19 of FSMA and the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001. In particular, and without limitation, the Company does not:

advise on investments or provide personal recommendations in relation to investments;
arrange, or bring about, deals in investments, or make arrangements with a view to transactions in investments;
deal in investments as principal or as agent;
manage investments, safeguard and administer assets, or operate a collective investment scheme;
hold, control or receive client money or client assets;
provide credit, act as a credit broker, or carry on any consumer credit activity; or
provide payment services or issue electronic money.

6.3

The Company is not licensed as a securities adviser, portfolio manager, merchant banker, fund manager or investment intermediary in Bangladesh, and it does not carry on any activity requiring registration with the Bangladesh Securities and Exchange Commission or authorisation from Bangladesh Bank.

6.4

Because the Company is not authorised under FSMA, its services are not covered by the Financial Services Compensation Scheme and Users have no right of recourse to the Financial Ombudsman Service in respect of the Content or the Company’s services. Complaints are handled under the Company’s Complaints Handling Procedure (FGL-LEG-17).

6.5

Nothing on the Site should be read as a claim that the Company is authorised, regulated, licensed, accredited or supervised by any financial services regulator in any jurisdiction. Where any Content appears to suggest otherwise, this clause 6 prevails.

6.6

Where the delivery of a mandate requires a regulated activity to be performed, the Company will require that activity to be performed by an appropriately authorised third party engaged directly by the client, and will say so in the relevant Engagement Letter.

7.No reliance and no assumption of responsibility

7.1

The Content is made available on the basis that no User places reliance on it. The Company does not assume, and expressly disclaims, any duty of care to any User or to any other person in respect of the Content.

7.2

The Company gives no representation, warranty, undertaking or assurance of any kind, whether express or implied, and whether arising by statute, at common law, by custom or otherwise, as to the accuracy, completeness, currency, adequacy, reasonableness or fitness for any purpose of the Content. All such representations, warranties, undertakings and assurances are excluded to the fullest extent permitted by law.

7.3

No person is authorised to give any representation or warranty on behalf of the Company that is inconsistent with this Notice, and any such representation or warranty, if given, must not be relied upon.

7.4

The Content is not addressed to, and confers no rights on, any person other than the Company’s clients under an Engagement Letter, and then only to the extent expressly provided in that Engagement Letter. In particular, no lender, investor, co-investor, sponsor, contractor, rating agency, acquirer or other third party may rely on the Content for the purposes of any credit, investment, procurement or transaction decision.

7.5

A person who obtains the Content indirectly, including by forwarding, quotation, syndication, aggregation or automated retrieval, obtains it subject to this Notice and acquires no greater rights than a User who obtains it directly from the Site.

8.Forward-looking statements

8.1

The Site contains Forward-Looking Statements. These may be identified by the use of words such as “anticipates”, “expects”, “intends”, “plans”, “targets”, “projects”, “estimates”, “may”, “will” or “should”, or by their context.

8.2

Forward-Looking Statements are not guarantees of future performance or outcome. By their nature they involve known and unknown risks, assumptions and uncertainties, many of which are outside the Company’s control, including:

changes in law, regulation, fiscal policy or government priorities in the United Kingdom, in Bangladesh or in any other relevant jurisdiction;
the timing, sequencing and outcome of regulatory and governmental approvals, which are matters for the relevant authorities alone;
macroeconomic conditions, including currency movements, inflation, interest rates and the availability of concessional and commercial finance;
land availability, grid capacity, connectivity, construction cost and supply chain conditions;
the conduct, solvency and continued participation of counterparties, sponsors and contractors; and
political, security, climatic and force majeure events.

8.3

Actual results, timelines and outcomes may differ materially from those expressed or implied by any Forward-Looking Statement. No Forward-Looking Statement is a profit forecast, a profit estimate or a projection of returns, and no Forward-Looking Statement should be treated as one.

8.4

Except as required by applicable law or regulation, the Company undertakes no obligation to update, revise, correct or withdraw any Forward-Looking Statement, whether as a result of new information, changed circumstances or otherwise.

8.5

Where the Site refers to national policy targets, sector growth projections, published statistics or market data, those figures are attributed to their originating source, are reproduced for context only, and are not the Company’s own forecasts. The Company has not independently verified them and accepts no responsibility for them.

8.6

Past performance, whether of a sector, a market, a project or the Company, is not a reliable indicator of future results.

9.Sector, project and institutional references

9.1

References on the Site to sectors, corridors, asset classes, project types, programmes or geographies are descriptive of the Company’s advisory focus and areas of professional capability. They are not representations that the Company holds any mandate, appointment, concession, licence, exclusivity or preferred position in respect of any project or programme.

9.2

References to governmental, regulatory or public bodies, including the Bangladesh Investment Development Authority, the Bangladesh Economic Zones Authority, the Public-Private Partnership Authority, the Civil Aviation Authority of Bangladesh, the Bureau of Mineral Development and Bangladesh Bank, are made solely to identify the bodies whose frameworks, approvals or supervision are relevant to work of the descriptions given.

9.3

No such reference implies, and no User may infer:

(a)any endorsement, approval, sponsorship, accreditation or recommendation of the Company or its services by that body;
(b)any mandate, appointment, agency, retainer, delegation or authority conferred on the Company by that body;
(c)any partnership, joint venture, association or contractual relationship between the Company and that body;
(d)any assurance that an application, approval, licence, permit or registration will be granted, granted on any particular terms, or granted within any particular period; or
(e)any ability on the part of the Company to influence, expedite or secure any governmental or regulatory decision.

9.4

Regulatory and governmental decisions are matters exclusively for the competent authorities, exercised in accordance with the applicable legal framework, including the Bangladesh Investment Development Authority Act 2016 and the Public-Private Partnership Act 2015. The Company’s role is limited to preparing, presenting and shepherding properly constituted applications and proposals.

9.5

The Company does not offer, promise or provide any financial or other advantage to any public official, and does not accept mandates predicated on doing so. Its conduct in engaging with public bodies is governed by the Bribery Act 2010 and by the Company’s Anti-Bribery & Anti-Corruption Policy (FGL-LEG-10).

9.6

Third-party names, trade marks, logos and project names appearing on the Site remain the property of their respective owners and are used for identification and descriptive purposes only. Their appearance does not indicate any affiliation with, or endorsement by, their owners.

10.Third-party information, links and attributions

10.1

Parts of the Content are derived from third-party sources, including government publications, statistical agencies, multilateral institutions, industry bodies, market data providers and press reporting. The Company selects such sources in good faith but does not audit or independently verify them.

10.2

The Company accepts no responsibility for the accuracy, completeness or currency of third-party information reproduced, summarised or referenced on the Site, and no liability for any loss arising from reliance on it.

10.3

The Site may contain hyperlinks to external websites and resources. The Company does not control those websites, does not monitor their content, and provides such links for convenience only. A hyperlink does not constitute an endorsement of, or association with, the linked site, its operator or its content.

10.4

Where a User follows a hyperlink away from the Site, this Notice, the Privacy Policy (FGL-LEG-04) and the Cookie Policy (FGL-LEG-05) cease to apply. The User should read the terms and privacy notices published on the destination site before providing any information to it.

10.5

The Company does not permit its Content to be framed, scraped, mirrored, or presented in a manner that suggests third-party authorship, endorsement or association. Permitted use of the Content is governed by the Terms & Conditions of Website Use (FGL-LEG-01).

11.Accuracy, currency and amendment

11.1

The Company takes reasonable care in preparing the Content. It does not warrant that the Content is free from error or omission, and errors and omissions are excepted.

11.2

The Company may amend, supplement, suspend, withdraw or remove any part of the Content, and may change the structure or availability of the Site, at any time and without notice. The Company is under no obligation to update any Content that has become out of date.

11.3

The version date shown at the head of this Notice is the date on which it was last revised. The version of this Notice published on the Site at the time of access is the operative version and supersedes all previous versions.

11.4

The Company does not warrant that the Site will be available uninterrupted, that it will be free from viruses or other harmful components, or that defects will be corrected. Users are responsible for maintaining their own information security arrangements.

11.5

Where a User identifies an error, an outdated statement or a misattribution in the Content, the User should notify the Company through the enquiry form at fratresgroup.com/contact. The Company will acknowledge the notification within five Business Days and will correct any error it accepts as material.

12.Jurisdictional restrictions on access and distribution

12.1

The Site is operated from, and the Content is prepared in, the United Kingdom. It is directed at persons in the United Kingdom and at professional, institutional and governmental counterparties elsewhere who may lawfully receive it.

12.2

The Content is not directed at, and must not be accessed, downloaded, relied upon or distributed by, any Restricted Person. The Company makes no representation that the Content is appropriate for use, or available for use, in any particular jurisdiction.

12.3

Each User is responsible for informing themselves of, and for observing, any restriction applicable to them, including any restriction under the securities, investment marketing, exchange control, data protection or advertising laws of their own jurisdiction. Access to the Site from a jurisdiction where the Content is unlawful is prohibited.

12.4

The Content has not been registered under, and is not being distributed in reliance on any exemption from registration under, the United States Securities Act of 1933 or the securities laws of any state of the United States, and it is not directed at any person in the United States.

12.5

The Company observes financial sanctions and trade restrictions administered under the Sanctions and Anti-Money Laundering Act 2018 and applied by the Office of Financial Sanctions Implementation, and the corresponding measures of other jurisdictions to which it is subject. The Company will not accept an enquiry, engage a counterparty or provide services where to do so would breach those measures. Its approach is set out in the Sanctions & Export Controls Policy (FGL-LEG-11).

12.6

Nothing on the Site is intended to constitute the marketing of services or the carrying on of business in any jurisdiction in which the Company is not entitled to do so.

13.No client or advisory relationship

13.1

No client relationship, advisory relationship, retainer, fiduciary duty or duty of confidence arises between the Company and any person by reason of that person accessing the Site, reading the Content, or submitting an enquiry through the enquiry form.

13.2

A client relationship arises only where, and from the date on which, the Company and the client have executed an Engagement Letter that identifies the parties, defines the scope of services and incorporates the Terms of Business for Client Engagements (FGL-LEG-03).

13.3

The Company’s acceptance of any engagement is conditional upon the satisfactory completion of client due diligence, verification of beneficial ownership and sanctions screening in accordance with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Company’s Client Due Diligence & Know Your Customer Standard (FGL-LEG-09), and upon the resolution of any conflict of interest identified under the Conflicts of Interest Policy (FGL-LEG-13).

13.4

Users should not send confidential, privileged or commercially sensitive information through the Site before an Engagement Letter is in place. Information submitted before that point is received without any obligation of confidence beyond the Company’s obligations under the UK GDPR and the Data Protection Act 2018, is not protected by legal professional privilege, and may not preclude the Company from acting for another party.

13.5

Submission of an enquiry does not oblige the Company to respond, to accept an engagement, or to refrain from acting for any other person. The Company may decline any enquiry without giving reasons.

13.6

Personal data submitted through the Site is processed in accordance with the Privacy Policy (FGL-LEG-04), the Data Retention & Records Management Policy (FGL-LEG-06) and the International Data Transfer Statement (FGL-LEG-07).

14.Limitation of liability

14.1

To the fullest extent permitted by law, the Company, its directors, officers, employees, agents, advisers and subcontractors exclude all liability arising out of or in connection with the Content, the Site, or any use of or inability to use either of them, whether that liability arises in contract, in tort (including negligence), for breach of statutory duty, in restitution or otherwise.

14.2

The exclusion in clause 14.1 extends in particular to:

(a)loss of profit, revenue, anticipated savings, business, opportunity, goodwill or reputation;
(b)loss arising from any investment made, transaction entered into, mandate pursued or decision taken or omitted in reliance on the Content;
(c)loss of, corruption of, or unauthorised access to data;
(d)any indirect or consequential loss of any kind; and
(e)loss arising from the acts, omissions, solvency or conduct of any third party referred to, linked from, or introduced by way of the Content.

14.3

Nothing in this Notice excludes or limits the liability of the Company for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited. Nothing in this Notice affects the statutory rights of a User acting as a consumer under the Consumer Rights Act 2015 or otherwise.

14.4

The exclusions and limitations in this clause 14 are subject to, and shall take effect only to the extent permitted by, the Unfair Contract Terms Act 1977. Each provision of this clause operates separately; if any part is held to be unenforceable, the remaining parts continue in full force.

14.5

Where the Company is engaged under an Engagement Letter, its liability to that client is governed exclusively by the liability provisions of that Engagement Letter and the Terms of Business for Client Engagements (FGL-LEG-03), and not by this clause 14.

14.6

A person who is not a party to this Notice has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms, save that each director, officer, employee, agent, adviser and subcontractor of the Company may enforce clauses 7 and 14.

15.Enquiries and notification of concerns

15.1

Questions about this Notice, requests for clarification of the status of any Content, and requests for permission to reproduce Content should be submitted through the enquiry form at fratresgroup.com/contact. The Company will acknowledge such requests within five Business Days.

15.2

A person who believes that any Content is inaccurate, misleading, infringes their rights, or has been reproduced elsewhere in a manner that misrepresents the Company should notify the Company through the enquiry form, specifying the Content complained of and the grounds of the complaint.

15.3

Complaints about the Company’s conduct or services are handled under the Complaints Handling Procedure (FGL-LEG-17). Concerns about wrongdoing may be raised under the Whistleblowing & Speak-Up Policy (FGL-LEG-14), which reflects the protections available under the Public Interest Disclosure Act 1998.

15.4

Requests to exercise data subject rights under the UK GDPR and the Data Protection Act 2018 are handled under the Privacy Policy (FGL-LEG-04). A data subject who remains dissatisfied has the right to lodge a complaint with the Information Commissioner’s Office.

15.5

Where the Company is required by law to make a report concerning suspected money laundering or terrorist financing, it will do so to the National Crime Agency in accordance with the Proceeds of Crime Act 2002 and the Terrorism Act 2000, and it may be prohibited from informing the person concerned that a report has been made.

Contact

The Company publishes no direct telephone or email contact details. All correspondence relating to this Notice must be submitted through the enquiry form at fratresgroup.com/contact so that it is recorded, routed and acknowledged consistently.

16.Governing law and jurisdiction

16.1

This Notice, its subject matter and its formation, and any non-contractual obligation arising out of or in connection with it, are governed by the law of England and Wales.

16.2

The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Notice, its subject matter or its formation, including any non-contractual dispute or claim.

16.3

Clause 16.2 does not deprive a User acting as a consumer of the protection of any mandatory provision of the law of the country in which that User is habitually resident, nor of any right that such a User has to bring proceedings in the courts of that country.

16.4

If any provision of this Notice is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the provision shall be deemed deleted, and the deletion shall not affect the validity and enforceability of the remainder of this Notice.

16.5

No failure or delay by the Company in exercising any right or remedy under this Notice constitutes a waiver of that or any other right or remedy, and no single or partial exercise of any right or remedy prevents its further exercise.

This Notice is issued by Fratres Limited, registered in England and Wales, and forms part of the Company’s published legal register at fratresgroup.com/legal.

Related policies

Terms & Conditions of Website UseThe terms on which visitors may access and use this website, including acceptable use, intellectual property and limitation of liability.FGL-LEG-01 Terms of Business for Client EngagementsThe standard contractual framework governing advisory and facilitation engagements, including scope, fees, liability and termination.FGL-LEG-03

Full legal register