Bank Boutique — Terms and Conditions

Updated: 14 Febuary, 2022


Table of Contents

  1. Introduction
  2. Subject of the Agreement
  3. Scope of Services
  4. Conditions for provision of Services
  5. Due Diligence and Risk Disclosure
  6. Settlements
  7. Rights and Obligations
  8. Guarantees and Liabilities
  9. Confidentiality and Non-disclosure
  10. Termination of Services
  11. Exclusivity
  12. Selling and Buying
  13. Force Majeure
  14. Governing Law and Jurisdiction
  15. Miscellaneous Provisions


Bank Boutique (hereinafter “BB”) may operate under three legal entities depending on the jurisdictions of its clients:

  1. SIA FINTECH SOLUTIONS, registration No. 40203110273, Ranka Dambis 34-59, Riga, Latvia, LV-1048;
  2. FINNERA PAYMENTS LTD., registration No. BC1282752, 1090 Homer St., Suite 300, Vancouver, BC V6B 2W9, Canada; or
  3. FINPAY PTE. LTD, registration No. 201943772K, 151 Chin Swee Road #02-04A, Manhattan House, Singapore, 169876.

BB focuses exclusively on the on the establishment, sale, purchase and consulting in relation to companies with financial licenses for providing different payment services in different jurisdictions (hereinafter also referred to as “Financial Institutions”).


These terms and conditions (“Terms”) as amended from time to time apply to you (hereinafter referred to as the “Client” or “you”) and your use of services offered by BB (collectively, the “Services”), and your use of BB website.

Before provision of a Service, you shall also conclude with us the Special Conditions of the Agreement, which will define the financial information and other details not mentioned in the Terms and the Special Conditions shall become an integral part of the respective Service, i.e. either sale, purchase, consulting or other (hereinafter collectively referred to as “Agreement”).

The Terms constitute the entire agreement for provision of services by BB to you (the “Parties”) as a whole and should be read in conjunction with any other additional agreements we may enter into during provision of the Services, particularly the Special Conditions.

Unless otherwise agreed herein, all other information provided by BB or oral/written statements made will be considered secondary and in the event of contradictions or discrepancies, the terms of this Agreement shall prevail.

By clicking on the “I Agree” button or check box presented with these Terms or by accessing or using any Services, you agree to be bound by these Terms, in particular give your agreement to Privacy Policy and acknowledgement of associated risks described in Due diligence and Risk Disclosure Section herein.

BB reserves the right to amend the terms of this Agreement in the future. By clicking on the “I Agree” button or checkbox presented with the amended Agreement, or by continuing to access or use services of BB, you are giving your consent and confirm your agreement to the amended Terms.

You confirm that it is your responsibility to regularly check whether any changes these Terms have occurred and that if you continue to use the services provided by BB after any changes to the Terms are published, you shall accept any such changes.


Under the terms of this Agreement, BB is obligated to provide you with Services and in the manner as described in these Terms and you are obligated to pay commission fees to BB for the Services provided in the manner as described herein.


Launching a new Financial Institution, as well as buying and selling of an existing Financial Institution is typically a complex and lengthy procedure due to many regulatory requirements that must be met and approvals obtained from regulators.

In order to fulfill these requirements we provide the full specter of services required to ensure a successful establishment or transfer of a Financial Institution, as well as full compliance with the applicable rules and regulations.

3.1. BB offers the below Services:
a) Legal services:

  • License obtaining
  • Trademark registration
  • Different types of agreements
  • Business plan
  • Financial Model for 3 years
  • CDD, AML, CTF Policy
  • IT Risk management policy
  • IT Risk management general
  • Statistical Data Policy
  • Data Protection Policy
  • Foreign Exchange Risk Policy
  • Liquidity Risk Policy
  • Operational Risk Policy
  • Counter-party and Safeguarding Risk
  • Merchant Underwriting & Risk
  • Financial Crime risk
  • Market Risk
  • Agent, Distributor & Branch Management Risk
  • Incident Reporting Policy
  • Complaints Handling Policy
  • Terms of services
  • Privacy notice
  • Business Continuity Plan
  • Internal Audit Plan
  • Company registration
  • Shareholder agreement
  • Trademark EUIPO registration
  • Registration of initial capital contribution
  • Legalization, attestation, and translation of documents

b) Accounting services:

  • Bookkeeping
  • Financial statement preparation
  • Sales and payroll tax return preparation
  • Monthly, quarterly, and annual financial reporting statements
  • Audits
  • Financial assessment reports
  • Income tax preparation and compliance
  • Payroll and sales taxes
  • International tax planning
  • Accounting
  • Income tax planning and consulting
  • Income tax return planning and preparation
  • Escrow account

c) Banking services:

  • Bank account opening
  • B2B account
  • Safeguard account
  • Nostro account
  • Loro account
  • Passive SEPA (Virtual IBANs)
  • Active SEPA
  • Passive SWIFT
  • Active SWIFT

d) Branding services:

  • Logo
  • Website
  • Social Media
  • Marketing
  • Website Strategy
  • Social Media Marketing
  • Email Outreach
  • Search Engine Optimization
  • Search Engine Marketing

e) IT Services:

  • White Label Software for Payment Cards Processing
  • White Label Software for Cards Issuing
  • White Label Software for Electronic wallet
  • White Label Software for IBAN issuing
  • Transaction Monitoring
  • Fraud Monitoring Solution
  • AML
  • KYC

f) Additional services:

  • Legal address
  • Virtual office
  • Actual office
  • Business Office search
  • Recruitment
  • Business Consulting with the Banking Expert and CEO
  • Consultation with a lawyer

3.2. BB may employ external consultants and firms in order to ensure provision of the Services and may act as an intermediary between you and the external consultants and firms.

3.3. For setting up a new Financial Institution or purchasing an existing one, you must choose the desired jurisdiction and type of license, or the specific Financial Institution from our portfolio that you are interested in.

A) If you are interested in selling your Financial Institution, please contact us at and send us a description of Financial Institution, including as minimum the below information:

— Jurisdiction of establishment and operation;

— Details of the Financial License;

— The year when the Financial Institution was established and the year when the Financial License was issued;

— Confirmation on the banks where the Financial Institution has its bank accounts opened;

— The intended selling price (in EUR currency).

We will contact you after receiving the request to obtain more information, if required.

B) Please contact us at
5. for more details on the prices of Financial Institution in our portfolio, as well as for any additional details you are interested in. We note that the prices of available Financial Institutions for sale can be viewed on our website.

3.6. For provision of the Services, you shall conclude the Special Conditions of the Agreement with BB, which shall be read in conjunction with these Terms.

3.7. Upon selection of your desired Service, you shall negotiate with BB the below details, which will be included in the Special Conditions:
a) Financial conditions;
b) Estimated time required for the completion of transaction or provision of the Service;
c) Any additional Services/provisions as required.


4.1. By applying to our Services and concluding the Agreement, you hereby confirm that:

a) You accept the Terms.
b) You have reached the age of 18 and have the ability to accept the Terms.
c) If you are acting on behalf of a legal entity, (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and (ii) you are duly authorized by such legal entity to act on its behalf.
d) You comply with the laws of your country of establishment, incorporation, residence, or location in which you receive the services of BB.
e) You are currently in compliance with, and must, at your own cost and expense, comply with all laws that relate to or affect these Terms, including anti-money laundering laws, counter-terrorist financing laws, anti-corruption laws, economic sanctions laws, Tax Information Exchange Laws or other tax laws.
f) The information or documents you provided to us are accurate, authentic and up-to-date.
g) Neither you nor any of your affiliates are acting directly or indirectly (i) in violation of or as prohibited, restricted, or penalized under applicable economic sanctions laws; or (ii) in any way that would violate, be inconsistent with, penalized under, or cause the omission of filing of any report required under applicable anti-money laundering laws, counter-terrorist financing laws, or economic sanctions laws.
h) Neither you nor any of your affiliates is: (i) itself or owned (beneficially or of record) or controlled by a Sanctioned person*; (ii) involved in any receipt, transaction, transfer, or conduct that is likely to result in you or your affiliates becoming a Sanctioned person*; (iii) residing or domiciled in a Sanctioned jurisdiction*.
i) You will accurately and promptly inform BB if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect.

* Sanctioned Person means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b), or (d) any Person otherwise the subject of any Sanctions.

* Sanctioned Jurisdiction means any country or territory that is the subject of comprehensive Sanctions broadly restricting or prohibiting dealings with, in or involving such country or territory (currently including, but not limited to, Iran, Cuba, Syria, North Korea and the Crimea region of Ukraine). Sanctioned Jurisdictions may change in the future depending on the actual Sanctions programs applied.

4.2. BB is not liable for any problems or issues with the underlying technology, including communications and internet connection, which may create any issues in relation to your use of Services. All or any portion of BB’s website may not be available and function. We make reasonable efforts and employ appropriate safeguards to avoid technological problems, but at any time, the website may have and may cause technological problems. We are not liable for damage or injury caused by the performance or failure of performance of all or any portion of the website.


Taking in consideration the nature of financial services business, as well as regulatory requirements of BB, you will be subject to due diligence conducted by BB and the respective regulators/applicable third parties, depending on the jurisdiction where you wish to launch, sell or buy a Financial Institution.


5.1. You are hereby informed that the provision of Service and consequently fulfillment of this Agreement may be affected due to issues identified during due diligence procedures. These may include, but are not limited to, discovering compliance risks due to which further cooperation is not possible, rejections for approvals from the respective regulators in the jurisdiction where you wish to establish or buy a Financial Institution, any other relevant issues that present an increased AML/CFT risk exposure to BB or as identified by a regulator (“Compliance reasons”).

5.2. Any failure to act under the Agreement by BB due to Compliance reasons shall be excluded from liability and BB shall not be responsible for any losses to Client or other claims that may arise from such failure to act. In any event, the Client hereby acknowledges and agrees that BB carries no material responsibility or obligation to act in any manner if any Compliance reasons have been identified as basis to stop provision of Services or any compliance issues have been identified in relation to the Client or its related parties.


5.3. Before concluding the Special Conditions, you must provide us with information and documentation to enable us to meet our requirements under the existing anti-money laundering legislation (“KYC information”).

5.4. We will specify the required information in every case individually and this information will also serve the purpose of satisfying requirements of the respective regulators and may be submitted to the regulators (if required) with your prior approval, in order to ensure the provision of the Services.

5.5. You hereby agree to provide us the KYC information and you are informed that the KYC information shall be stored by us in strict confidence as mentioned below in Confidentiality and non-disclosure Section of these Terms and we may share this information only with your prior approval, except for cases where such disclosure is required by applicable laws.

5.6. You undertake to provide us with true information and in timely manner and to the extent as required. You are hereby informed that failure to do obtain the requested due diligence information may result in our inability to provide the Services in part or in full and may cause delays in the provision of Services.

5.7. BB reserves the right to refuse any Client for any reason, including Compliance reasons without giving an explanation as to basis of the refusal.

5.8. You hereby confirm that our Services will not be used for money laundering, drug related operations, terrorist activities, trading in arms and weapons, trading with countries subject to any embargo issued by the UN, or any other illegal activity which can be qualified as a criminal offence.

5.9. Generally we obtain the below KYC information:


a) Copy of passport or copy of ID card (the latter is applicable only to European citizens);
b) Additionally, in some cases, we may request you to provide verification of your identity via vidеo call;
c) Proof of address – a document confirming your residential address, for instance, could be a utility bill, personal Financial Institution statement or credit card statement (less than 3 months old) with clearly stated residential address;
d) Contact details (phone number, e-mail address);
e) Contact details of all persons that will represent the Client (phone number, e-mail address, fax);
f) Documents confirming the relevant level of experience (CV, professional certificates, etc.).


g) Corporate document package confirming good standing, representatives, shareholders and Ultimate Beneficial Owners*, or information on public source where it can verified on open media (for example, company register website, if all required information is available);
h) Same information and documentation as above in relation to the representatives and Ultimate Beneficial Owners* of the legal entity.

* Ultimate Beneficial Owners shall be considered persons holding directly or indirectly more than 25% of the shares of the legal entity or which directly or indirectly controls the legal entity. The ownership threshold could be adjusted to 10% ownership or other, depending on the jurisdiction in which the Financial Institution will be licensed.


i) Information as mentioned above for natural person or legal entity, as applicable, as well as:

  • Information on the source of funds intended to be used to purchase the Financial Institution. This may include respective bank statements, extracts from broker accounts, securities accounts, or other type of documentation requested at our discretion, to ensure that we can satisfactorily verify the source of funds for compliance purposes.


6.1. The commission fees for the Services are set by BB and will be indicated for each Client separately in the Special Conditions.

6.2. Commission fees may vary depending on the extent of Services and the Parties will negotiate on the final commission fees in the Special Conditions.

6.3. Payment for the Services under this Agreement is made on the basis of a 100% prepayment based on invoices issued by BB. The payment for the Service may be divided in several payments according to the stages of the Service; however before completing each stage, the 100% of the pre-payment sum must be paid.

6.4. The commission fees for the Services provided by BB are non-refundable and do not include costs payable to other third parties related to provision of Services, for example Financial Institution account opening and state fees set by jurisdictions in which the license is obtained, legal fees or notary fees, courier expenses (if required), or any other type of third party expenses that are required to successfully provide the Service.

6.5. In the event that the Client provides incomplete, unreliable or inconsistent information that has affected the result of providing the Services to the Client, BB reserves the right not to return to the Client the commission fees already paid for this Service.


6.6. As a general rule, the Parties agree to use an Escrow account for all purchases of an already existing Financial Institutions.

6.7. The Escrow account shall be opened with FINNERA PAYMENTS LTD., a company registered under the laws of British Columbia, Canada, with registration number BC1282752 and MSB registration number M21514767, and registered office at 1090 HOMER ST., SUITE 300, VANCOUVER, BC V6B 2W9, CANADA (hereinafter the “Escrow Agent”).

6.8. The amounts of purchase price and cash flow through the Escrow Account shall be set in the Special Conditions and purchase documentation, including the Escrow account agreement.

6.9. You agree to register and perform all required actions to conclude the Escrow agreement with the Escrow Agent, including providing any information required by the Escrow Agent to ensure the service of Escrow account.


7.1. BB undertakes to:

a) Organize and ensure the proper provision of the Services under the Agreement.
b) Use personal data and other confidential information about the Client only for the provision of the Services and not to transfer or show such information to third parties, except as provided in this Agreement.
c) To give oral and written consultations on additional questions of the Client.

7.2. BB has the right to:

a) Unilaterally determine the value of any Services provided and change the terms of this Agreement, except for terms agreed upon in the Special Conditions.
b) Independently determine the form and method of providing the Services, taking into account the requirements of legislation, technical capabilities and specific terms of the Agreement taking into account the wishes of the Client.
c) Use the Services of any individuals and legal entities for the purpose of qualitative and timely fulfillment of obligations under the Agreement. At its discretion, determine the composition of professionals involved in the services provided, as well as at their discretion to distribute the work between them.
d) To refuse the Client provision of Services in case of non-payment (incomplete payment) for Services within the terms established by the Agreement.
e) Receive from the Client any information necessary to fulfill its obligations under the Agreement. In the event of failure to provide or provision of incomplete / incorrect information by the Client, BB has the right to suspend the performance of all obligations under the Agreement before providing the requested information.

7.3. The Client is obliged to:

a) Timely and fully pay BB the commission fees related to the Services provided in the manner and within the time and amount specified in this Agreement.
b) Provide BB with all documents, information and data necessary to fulfill its obligations under this Agreement.
c) Not to disclose confidential information and other data provided by BB in connection with the implementation of this Agreement, as described in Section 9 – Confidentiality and Non-disclosure.

7.4. The Client has the right to:

a) Receive proper and timely execution of Services in accordance with provisions of the Agreement.
b) Request from BB updates on the process of Services.


8.1. The Parties are responsible for the failure or improper performance of their obligations under the Agreement in accordance with applicable law of Latvia, Canada or Singapore, depending on the legal entity (indicated above), which will be selected to provide the Services.

8.2. BB is responsible for providing Services on a timely manner, provided if the Client has complied and submitted all required information under the Agreement.

8.3. BB is not liable for the Client’s failure to receive the Services in the following cases:
a) The e-mail address specified by the Customer at the time of the provision of the service is not available.
b) The Client cannot receive Services because of technical or other problems that have arisen.


8.4. You will defend, indemnify, and ensure that to limitations, penalties or otherwise affect BB and each of its respective affiliates, and its respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) your use of, or conduct in connection with, the Services; (b) any information you provide; (c) your violation of these Terms; or (d) your violation of any applicable law or the rights of any other person or entity.

8.5. In no event will BB, each of its respective affiliates and its respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors be liable to you for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data, information, revenue, profits or other business or financial benefit) arising out of or in connection with the Service, or any other product, service or other item provided by or on behalf of BB, whether under contract, statute, strict liability or other theory.


8.6. By using the Services of BB you acknowledge that the entire risk of financial performance and profitability of your Financial Institution in the future is with you.

8.7. Owing to a lack of influence, BB will in no event be liable to you for any damages, including any general, special, incidental or consequential damages arising out of the use or inability to use the Services, including but not limited to:

a) Losses of profits, expected revenue or gains, or business opportunities.
b) Actions or inactions of third parties and/or events experienced by third parties, e.g., bankruptcy of service providers, information security attacks on service providers, and fraud conducted by third parties.
c) Delays, failure in performance, or interruption of the Services that arise from unforeseeable circumstances beyond our control, including compliance with any relevant law or regulation.
d) Any changes in applicable legislation in the respective jurisdiction in relation to which the Services will be provided.

8.8. BB shall be liable towards Clients only in cases of gross negligence or malicious intent for any type of damages.


8.9. All content provided by BB is for informational purposes only. Although website may contain financial institutions business related information, nothing on the website is a recommendation that you should involve in financial institutions business and there no guarantees as to its profitability in the future.

8.10. BB is not your financial or legal advisor, except if expressly agreed so in Special Conditions. No communication or information provided to you by BB is intended as, or shall be considered or construed as, advice, except if expressly agreed so in the Special Conditions.

8.11. Whatever legal or financial advice is provided to you by third parties, including solicitors or accountants we introduce to you, is the responsibility of the person giving the advice, and we are not responsible for it.
You should also understand that we completely rely on you for ongoing information about all the details of Client information as submitted to us to provide the Services. Therefore we can have no responsibility for problems caused by the information on Client’s affairs being inaccurate or incomplete.

8.12. The website contains detailed information on the services provided by BB and this information does not constitute legal, tax, or other professional advice, and it should not be considered a prediction of future results. Prospective Clients should be familiar with legal requirements, exchange control regulations, and taxes in their countries of citizenship or residence.


8.13. While we try to deliver the services and goods to you as quickly as possible, all timetables for providing the services are estimates. We will not be responsible for delays beyond our reasonable control, such as:
delays in processing applications by the Registrar of Companies, regulators or other third party providers of services.


9.1. This Confidentiality and Non-disclosure Clause (“Confidentiality Clause”) applies to the use of BB Services under the Agreement, as well as any information provided by BB in relation to planning the provision of the Services (the “Confidential information”).

9.2. The purpose of the disclosure of information by the BB is to enable the Client to evaluate and comment on certain Confidential Information in order to consider a possibility of business cooperation or strategic transaction between the Parties (the “Purpose”). The Client shall not use the Confidential Information for any other purposes different from the Purpose, unless a written permission has been provided by BB.

9.3. The Client may disclose Confidential Information if there is a request, demand or resolution of any judicial or state authorities, provided that the Client takes all reasonable efforts to notify BB on such request, demand or resolution and provide BB beforehand with substantiated advice to appeal against such request, demand or resolution.

9.4. You shall take every precaution for both, keeping your Confidential Information secret and preventing the unauthorized use, disclosure, publication or dissemination of such Confidential Information. The Parties may disclose the Confidential Information to their superior authorities, affiliates, representatives and professional advisers, provided that the above persons agree to be responsible on a par with the Parties.

9.5. The Client shall not without prior written permission of BB disclose the Confidential Information or the data related to the fact that such information has been provided to the Client, and that the Parties are conducting negotiations on the conclusion of a business agreement. Client shall also instruct its directors, employees and representatives authorized to access the Confidential Information on the non-disclosure of such information to third parties.


9.6. All the Confidential Information is the property of the Disclosing Party (whether it be BB or the Client respectively). This Confidentiality Clause shall not imply any rights or benefits with regard to the Confidential Information.

9.7. The Disclosing Party shall guarantee that it is authorized to disclose the Confidential Information to the other Party.


9.8. Upon fulfillment of the Purpose and a successful execution of the Agreement, both Parties shall promptly return all Confidential Information materials provided to each other (if any) upon a written request from the other Party.

9.9. The Parties may store and disclose the Confidential Information to the extent as required by the applicable laws of their jurisdiction.


9.10. Should any provision of this Confidentiality Clause be or become invalid or incomplete, in whole or in part, the validity of the remaining provisions shall not be affected. Any such invalid provision or any gap in this Confidentiality Clause shall be deemed replaced by such valid, effective and enforceable provision as comes closest to the economic intent and purpose of such invalid or incomplete provision.

9.11. The confidentiality of Confidential Information shall be in force and applicable also after the termination of execution of the Agreement and completion of the respective transaction (sale or purchase) and shall remain in force indefinitely.


10.1. BB may terminate the Agreement and stop providing you with any Services immediately if you breach the Agreement in any way, or if you become insolvent. For avoidance of doubt, insolvent means being unable to pay debts as they fall due, or proceedings being filed for liquidation, administration, administrative receivership, bankruptcy, trusteeship or any similar process, or being struck off the company register.

10.2. In particular, BB may terminate the Agreement and stop provision of Services if you do not provide us with information and documentation required for compliance purposes, or if you are delayed with your payments to us for more than 10 calendar days.

10.3. You will not be entitled to any refund in case of termination due to above mentioned reasons.

10.4. Both Parties may terminate the Agreement by giving the other Party a written notice of at least 30 calendar days in advance.

10.5. BB may, at its discretion and without liability to you, modify or discontinue, temporarily or permanently, all or any portion of any Services due to compliance reasons and late payment as mentioned herein, or increased reputational risk exposure to BB that would arise from further cooperation with you. We will make reasonable efforts to notify you at least 10 calendar days in advance, except when such notification will be restricted by applicable laws.

10.6. You hereby acknowledge that your right to the Services is limited by these Terms, and, if you violate them or if, at any point, you do not agree to any of the Terms set forth herein, your right to use the Services shall immediately terminate.

10.7. Without derogating from the generality of the foregoing, in particular but not limited to each of the following constitutes an event upon which BB may immediately terminate your right to use the Services:

a) Where any representation or warranty made by you is or becomes untrue;
b) If you involve BB in any type of fraud or illegality and if BB suspects that you are engaged in money laundering activities or terrorist financing or other criminal activities;
c) Commencement of proceedings or investigations against you by a governmental authority;
d) Cases of a violation by you of the requirements established by any applicable laws (the fact of violation may be determined in good faith by BB).

10.8. Termination of access to Services shall not affect your duty to comply with all other provisions of this Agreement.



11.1. For Clients who are selling a Financial Institution (“Seller”), you should contact BB at and inform BB on your intent to sell a Financial Institution.

11.2. Prior to beginning the cooperation, you will be requested to sign a non-disclosure agreement (“NDA”).

11.3. Once the NDA is signed, you should send to BB detailed information and name of your Financial Institution.

11.4. Prior to BB listing your Financial Institution on the website of BB, you will be required to sign a Letter of intent with BB, including, but not limited to an obligation to inform BB in case you have sold your Financial Institution during the cooperation period with BB.

11.5. Sellers hereby confirm that once the Special Conditions have been concluded with BB in relation to a particular potential sale, you will not sell your Financial Institution to any third parties, except to the potential buyer attracted by BB.

11.6. The potential buyer as facilitated by BB will be exclusively entitled for the purchase of the Financial Institution during the consideration period set in the Special Conditions, which is usually 3 calendar months.

11.7. In the event that the exclusivity provisions as mentioned in this Section are violated, you will subject to penalties payable to the potential buyer and BB, as prescribed in the Special Conditions and these Terms.

11.8. During the consideration period you will cooperate with BB to the extent required to facilitate the sale, including provide any information as reasonably required by BB.

11.9. You will be requested to sign a Memorandum of understanding (“Memorandum”),  and deposit a security deposit of 3%-5% of the selling price as negotiated, the purpose of which will be to ensure the exclusivity period of 3 calendar months and mentioned in Clause 11.6. above.

11.10. Upon successful completion of the transaction, the deposit amount will be returned to the Seller. If the sale of the Financial Institution has been in any way terminated or rejected due to the fault of the Seller, the deposit shall be used as contractual penalty, shall not be returned to the Seller and shall be divided between BB (60%) and the Buyer (40%).

11.11. You undertake to cooperate with all third parties, such as regulators, state institutions, auditors and third party services providers as required to ensure a successful sale transaction of your Financial Institution.


11.12. For Clients who are buying a Financial Institution (“Buyer”), you should select a Financial Institution that you are interested in from the list available Financial Institution published on the website of BB and contact BB at to receive further instructions.

11.13. Prior to beginning the cooperation, you will be requested to sign an NDA with BB and provide the required KYC as described herein in Section 5 and as requested from the representative of BB during the onboarding stage.

11.14. Upon signing the NDA completion of the KYC procedure, BB will send to you full details on the Financial Institution, excluding the name of the Financial Institution.

11.15. You shall have the right to ask clarifying questions in relation to the Financial Institution; however this right shall be limited to one request only.

11.16. If you have decided not to proceed with the purchase, you may stop the transaction at this stage with no penalties and choose other options from the list of available Financial Institutions published on the website of BB.

11.17. If you have decided to proceed, you will be requested to sign a Memorandum and deposit a security deposit of 3%-5% of the selling price as negotiated, the purpose of which will be to serve as exclusive guarantee that the Financial Institution will be purchased using BB as the intermediary.

11.18. Upon successful completion of the sale of the Financial Institution, the deposit amount will be included in the purchase price. If the transaction has been in any way terminated or rejected due to the fault of the Buyer, the deposit shall be used as contractual penalty, shall not be returned to the Buyer and shall be divided between BB (60%) and the Seller (40%).

11.19. Once you have signed the Memorandum and deposited the security deposit, BB representative will confirm to you the name of the Financial Institution and, if requested, arrange the first meeting with the Seller.


12.1. BB guarantees that it has conducted evaluation and selected its clients, whether buyers or sellers in good faith and to the best of BB’s knowledge, its clients are in good standing, they have the ability to either buy or sell a Financial Institution and have a good reputation.

12.2. To ensure the successful provision of Service when it comes to buying or selling a Financial Institution, you will be required to conclude a respective purchase agreement with the seller or buyer of the Financial Institution.

12.3. The time period within which the purchase agreement should be concluded shall be set in the Special conditions and may be prolonged. Prolonging the time period may subject to additional commission fees as agreed by the client and BB in each case individually.

12.4. The change of ownership of the Financial Institution will be carried out in accordance with the provisions of the respective purchase agreement.

12.5. The purchase agreement will be drafted in line with provisions set in Special conditions; however it is noted that the provisions of the purchase agreement will be negotiated by the parties in each case individually.

12.6. In conjunction with the provisions set in these Terms, the purchase agreement shall be negotiated between the buyer and the seller with BB acting as the intermediary between the parties.

12.7. Once the Buyer has been found, the respective Financial Institution will undergo an audit conducted either by Buyer or BB upon the Buyer’s choice. The audit will verify status, accounting, compliance and other matters of the Financial Institution, including but not limited to legal proceedings, assets, administrative cases, software, security, trademarks, patents, domains, personnel, obligations, contractual relationships, last audits, profit/loss statement, balance sheet, cash flow, client portfolio, compliance status etc.

12.8. Prior to submitting purchase documents to Regulator, BB shall also conduct its independent KYC verification of the Buyer and its UBO and shall request such relevant KYC documentation from the Buyer at the discretion of BB.

12.9. Upon successful approval of the Buyer from respective Regulator and completion of audit, the Buyer and Seller shall conclude the Purchase Agreement for the Financial Institution. The purchase price shall be transferred through the Escrow Agent as mentioned in Section 6.6. of these Terms. The fee for the Escrow service is 0.5% from the purchase price.

12.10. Upon successful completion of the transfer and registration of ownership rights to the Buyer in the respective commercial register, Escrow Agent shall transfer the purchase price to the Seller by deducting the commission fees due to BB.


13.1. The Parties shall not be liable for complete or partial failure to fulfill their obligations and for the losses, connected with the circumstances of force majeure. Such circumstances shall be the circumstances, which the Parties could not foresee and prevent or affect by applying reasonable efforts and which directly affect the validity of this Agreement, such as: legislative acts, adopted by the state and municipal institutions, which are binding upon the Parties, strikes, natural disasters, war and any kind of military operations, blockade, export and import prohibitions, epidemics.

13.2. The Party, which cannot fulfill its obligations due to the circumstances of force majeure, should immediately inform the other Party on occurrence of such circumstances and expected duration thereof, as well as to confirm such notice in writing within no more than 7 (seven) calendar days after the date of occurrence of the circumstances of force majeure. Failure to inform or untimely informing does not give the right to the Party, which failed to inform or did not inform in due time, to refer to any circumstance of force majeure as to the reason for release from responsibility for complete or partial non-fulfillment of its obligations.

13.3. Neither Party shall be liable for failure to fulfill its obligations under the Agreement to the extent, to which fulfillment of such obligations was delayed due to the circumstances of force majeure.


14.1. All disputes, differences or claims arising out of or in connection with the present agreement, which concerns it or an infringement of it, termination or invalidity, shall be finally settled at the Baltic International Arbitration Court (7 Gertrudes Str., Riga, LV-1010) in accordance with its Arbitration Rules with the dispute settlement provisions as follows:
a) the number of arbitrators is 1 ;
b) the language of arbitration is English ;
c) place of arbitration is Latvia, 7 Gertrudes Str., Riga, LV-1010;
d) Laws of the Republic of Latvia.


15.1. Any provisions set in these Terms may be amended, if the Parties agree so in the Special conditions.

15.2. You acknowledge and agree that any content contained in the BB website and/or any information presented to you through the BB website may be protected by national or international copyright, trademark, patent or other proprietary rights or laws. You agree not to infringe any proprietary rights in such content or information. Except as expressly authorized by BB or otherwise permitted by mandatory law, you agree not to modify, distribute, copy, reproduce or create derivative works based on the proprietary content or information contained in or presented through the BB website, in whole or in part.

15.3. You agree that all of BB’s trademarks, trade names, service marks, logos and service names are legally protected property of BB. You agree not to display or use in any manner the BB marks without the express prior written consent of BB.

15.4. Neither Party have the right to assign its obligations under this Agreement to other third party without written consent of the other Party, except for cases, expressly mentioned in this Agreement. This Agreement shall be binding upon Parties and their employees, authorized persons and successors.

15.5. All notifications and other documents, connected with fulfillment of this Agreement or arisen thereof, the Party shall send to the other Party to the e-mail address or correspondence address as registered mail as mentioned in the Special Conditions.

15.6. The Parties shall immediately inform each other in writing in case of change of the Party’s name, address, telephone number, number of Financial Institution account, as well as in case of change of any other significant information mentioned in the Agreement.

15.7. The Agreement may be amended and supplemented by written agreement of the Parties. Any amendments and supplements to the Agreement and Special Conditions thereto shall be valid only if made in writing and certified by signatures of authorized persons of the Parties.

15.8. If any clause of the Agreement becomes invalid or impracticable according to applicable legislative acts, it will not affect fulfillment of other clauses of this Agreement.

15.9. Invalidity or incompliance with the current legislation of any clause of the Agreement shall not affect the validity of other clauses or the whole Agreement.


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