Terms of Service | Gamma Prime Introducer

1. Acceptance of Terms

These Terms of Service ("Terms") govern your access to and use of the services provided by Gamma Prime Introducer LTD ("Company," "we," "us," or "our"), a Hong Kong company with registered address at Unit 1113, 11/F, Peninsula Centre, 67 Mody Road, Tsim Sha Tsui, Hong Kong.

By engaging with our services, submitting inquiries through our website, or entering into any agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not use our services.

2. Description of Services

Gamma Prime Introducer LTD provides introducer services connecting institutional investors with investment managers and alternative investment opportunities. Our services include, but are not limited to:

Facilitating introductions between qualified institutional investors and investment managers
Providing market intelligence and investor trend analysis
Supporting relationship management between investors and fund managers
Offering guidance on cross-border regulatory considerations

Important: We provide introducer services only. We are not registered investment advisors, broker-dealers, or financial planners. We do not provide investment advice, portfolio management, or discretionary investment management services.

3. Eligibility and Qualification

Our services are available exclusively to:

Institutional investors, including but not limited to pension funds, endowments, foundations, sovereign wealth funds, family offices, and insurance companies
Investment managers operating regulatory-compliant alternative investment vehicles
Accredited investors as defined under applicable securities regulations
Qualified purchasers as defined under applicable investment company regulations

By using our services, you represent and warrant that you meet the eligibility criteria described above and that all information you provide to us is accurate, complete, and current.

4. No Advisory Relationship

The Company does not provide investment advice, tax advice, legal advice, or any other form of professional advice. Our introducer services do not constitute:

A recommendation to buy, sell, or hold any security or investment
An endorsement of any investment manager, fund, or investment strategy
A guarantee of investment performance or returns
Legal, tax, or accounting advice

You acknowledge that you are solely responsible for evaluating the suitability of any investment opportunity introduced by us. You are strongly encouraged to engage qualified legal, financial, tax, and accounting advisors before making any investment decision.

Nothing in these Terms or in our communications with you creates a fiduciary relationship, advisory relationship, or agency relationship between you and the Company.

5. Regulatory Compliance

The Company operates in compliance with applicable securities regulations in the jurisdictions where we conduct business, including but not limited to:

Securities and Exchange Commission (SEC) and Financial Industry Regulatory Authority (FINRA) regulations in the United States
Financial Conduct Authority (FCA) regulations in the United Kingdom
Monetary Authority of Singapore (MAS) regulations in Singapore
Securities and Futures Commission (SFC) regulations in Hong Kong
Swiss Financial Market Supervisory Authority (FINMA) regulations in Switzerland

All introductions facilitated by the Company are conducted in accordance with applicable private placement regulations, including but not limited to Regulation D under the U.S. Securities Act of 1933.

The Company adheres to Know Your Customer (KYC) and Anti-Money Laundering (AML) procedures as required by applicable regulations. We may request documentation to verify your identity, accreditation status, and source of funds.

6. Confidentiality

The Company treats all client information with strict confidentiality. We will not disclose your identity, investment objectives, or any proprietary information to third parties without your prior written consent, except:

When required by law, regulation, or court order
To regulatory authorities upon proper request
To facilitate introductions that you have explicitly authorized
To our professional advisors bound by confidentiality obligations

You agree to maintain confidentiality regarding any proprietary information, investment strategies, or non-public information shared by the Company or any party to whom we introduce you.

7. Fees and Compensation

The Company's compensation structure will be disclosed to you prior to engagement. Our fees may include:

Retainer fees for ongoing relationship management services
Consulting fees for market intelligence and advisory services
Other fees as specified in the engagement agreement

All fee arrangements will be set forth in a separate written agreement. The Company may receive compensation from multiple parties in connection with introductions, creating potential conflicts of interest. We will disclose all material conflicts of interest prior to facilitating any introduction.

8. Investment Risks

You acknowledge and understand that:

All investments involve risk, including the possible loss of principal
Past performance is not indicative of future results
Alternative investments may be illiquid, highly speculative, and suitable only for sophisticated investors
Investment managers' strategies may involve leverage, derivatives, and other complex instruments that increase risk
The Company makes no representations or warranties regarding the performance, suitability, or appropriateness of any investment opportunity

9. Limitation of Liability

To the maximum extent permitted by applicable law:

The Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of investment returns, or loss of business opportunities, arising from or related to our services, even if advised of the possibility of such damages.

Our total aggregate liability to you for any claims arising from or related to our services shall not exceed the fees actually paid by you to us in the twelve (12) months preceding the claim.

The Company makes no guarantees regarding investment performance, capital raising success, or the behavior of any party to whom we provide introductions.

10. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with:

Your breach of these Terms
Your violation of any applicable law or regulation
Your investment decisions or activities
Any misrepresentation or inaccurate information you provide

11. Prohibited Uses

You agree not to use our services:

In any manner that violates applicable laws or regulations
To engage in fraudulent, deceptive, or manipulative conduct
To solicit investments in unregistered or non-compliant securities offerings
For any unlawful or unethical purpose
To circumvent applicable securities regulations or accredited investor requirements

12. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region, without regard to its conflict of law provisions.

Any disputes arising from or relating to these Terms or our services shall be subject to the exclusive jurisdiction of the courts of Hong Kong. However, the Company may seek injunctive or other equitable relief in any court of competent jurisdiction.

13. Dispute Resolution

In the event of any dispute arising from these Terms or our services, the parties agree to first attempt to resolve the dispute through good faith negotiations. If negotiations are unsuccessful within thirty (30) days, either party may initiate binding arbitration in Hong Kong in accordance with the arbitration rules of the Hong Kong International Arbitration Centre.

The arbitration shall be conducted in English. The decision of the arbitrator(s) shall be final and binding on both parties.

14. Termination

Either party may terminate the relationship at any time upon written notice. Termination shall not affect any rights or obligations that accrued prior to termination.

The Company reserves the right to refuse service or terminate any relationship at our sole discretion, including if we determine that a client does not meet eligibility requirements or violates these Terms.

15. Modifications to Terms

The Company reserves the right to modify these Terms at any time. We will provide notice of material changes by posting updated Terms on our website with a revised "Last Updated" date.

Your continued use of our services after any modifications indicates your acceptance of the updated Terms. If you do not agree to the modified Terms, you must discontinue use of our services.

16. Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

17. Entire Agreement

These Terms, together with any separate written agreements between you and the Company, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous communications, agreements, and understandings, whether written or oral.

18. Contact Information

If you have any questions about these Terms, please contact us at:

Gamma Prime Introducer LTD
Unit 1113, 11/F
Peninsula Centre
67 Mody Road
Tsim Sha Tsui
Hong Kong
Email: info@gammaprimeintroducer.com