Partner Disclaimer

DeFinityX (UK) Limited

1. Purpose & Application

This Partner Disclaimer defines the basis upon which DeFinityX (UK) Limited ("DeFinityX", "we", "our", or "us") engages with Channel Partners, Strategic Partners, Introducers, and other third-party intermediaries (collectively, "Partners").

This notice applies to all exploratory discussions, introductions, commercial coordination, distribution alignment, and strategic engagement activity unless expressly superseded by a formally executed written agreement.

2. Platform Nature & Operating Model

DeFinityX operates as an independent origination, distribution alignment, and execution coordination platform.

The platform's role is limited to facilitating structured engagement between capital holders, counterparties, and appropriately licensed institutions operating within regulated environments.

DeFinityX does not:

  • Provide investment, legal, tax, or financial advice
  • Act as a broker, arranger, placement agent, or regulated intermediary
  • Issue, underwrite, or distribute securities or financial instruments
  • Accept, hold, manage, or control client funds or assets
  • Operate an investment fund or regulated financial vehicle

Where regulated services are required, such services are delivered solely by duly licensed and authorised third-party institutions within their respective jurisdictions.

3. Governance Architecture & Role Delineation

DeFinityX operates within a defined governance architecture designed to preserve regulatory perimeter integrity and role separation.

The separation between origination, structural coordination, distribution alignment, and regulated execution is intentional and fundamental to the platform's operating model.

All regulated functions including issuance, custody, financial intermediation, asset management, and regulatory approvals remain exclusively within the remit of licensed institutions.

Partners are expected to operate strictly within this framework.

4. Independent Status & Absence of Authority

Partners are independent commercial actors.

Nothing contained in any communication, material, presentation, or interaction shall be interpreted as creating:

  • An agency relationship
  • A partnership
  • A fiduciary relationship
  • Authority to bind DeFinityX

Partners are not authorised to:

  • Enter into commitments on behalf of DeFinityX
  • Represent DeFinityX as licensed, regulated, or authorised beyond its corporate status
  • Suggest regulatory approval, endorsement, or supervisory oversight
  • Promote or distribute financial instruments in DeFinityX's name

Any representation made outside written authorisation shall be the sole responsibility of the Partner.

5. No Offer, No Solicitation, No Financial Promotion

Nothing on the DeFinityX website, within presentations, communications, or partner discussions constitutes:

  • An offer of securities or financial instruments
  • An invitation or solicitation to invest
  • A financial promotion within any jurisdiction
  • A recommendation or inducement to participate in any transaction

Participation in any regulated transaction may only occur pursuant to formal documentation issued by appropriately licensed and authorised entities and in accordance with applicable law.

6. Regulatory & Jurisdictional Responsibility

Partners are solely responsible for:

  • Compliance with all applicable laws in their jurisdiction
  • Observing financial promotion restrictions
  • Securing necessary licences or registrations
  • Conducting AML, KYC, and sanctions screening where required

DeFinityX accepts no responsibility for regulatory breaches, misstatements, or non-compliance arising from Partner conduct.

7. No Reliance & Supremacy of Executed Agreements

All information, materials, and discussions provided by DeFinityX are for informational and coordination purposes only.

They do not create binding obligations, fiduciary duties, or regulated relationships.

Only formally executed written agreements signed by authorised representatives shall define enforceable rights and obligations.

8. Brand, Communications & Representation Control

Partners may not use DeFinityX's name, branding, materials, or intellectual property without prior written consent.

Partners may not modify approved materials, circulate draft documentation, or present preliminary information as final.

All formal communications must originate from or be expressly approved by DeFinityX.

9. Sanctions & Compliance Safeguards

Partners must not engage with individuals, entities, or jurisdictions subject to international sanctions, export controls, or financial restrictions.

DeFinityX reserves the absolute right to suspend or terminate engagement where compliance, regulatory, reputational, or sanctions risk is identified.

10. Limitation of Liability

To the fullest extent permitted by law, DeFinityX shall not be liable for:

  • Indirect, consequential, or reputational losses
  • Reliance placed on Partner communications
  • Activities conducted outside the scope of a signed agreement

Each Partner bears sole responsibility for its conduct and representations.

11. Confidentiality & Non-Circumvention

Confidential information provided by DeFinityX may not be disclosed or used outside the intended engagement without written consent.

Partners shall not circumvent DeFinityX in transactions introduced or coordinated by DeFinityX.

Detailed confidentiality and non-circumvention terms shall be governed by formal agreements where applicable.

12. Governing Law

This Partner Disclaimer shall be governed by and construed in accordance with the laws of England and Wales.