Terms of Engagement

Last updated: May 2026

1. Parties and Application

These Terms of Engagement ("Terms") apply to advisory services provided by Straylight Strategies Ltd, a company registered in England and Wales ("Straylight," "we," "us"), to its clients ("Client," "you").

These Terms govern the general basis of the relationship. All engagements are also subject to a written scope of work or engagement letter (the "Scope") specifying deliverables, fees, timelines, and engagement-specific conditions. In the event of any conflict between these Terms and a Scope, the Scope prevails.

2. Scope and Commencement

No engagement commences until both parties have agreed a written Scope. Substantive work does not begin on the basis of verbal discussion alone.

Initial conversations and conflict checks are not engagements and create no obligation on either party.

The Scope will define:

• The nature and objectives of the advisory work.
• Deliverables and timelines.
• Fees and payment schedule.
• Confidentiality or conflict-specific provisions.
• Any limitations on subject matter or scope.

3. Principal-Led Delivery

All advisory work is delivered personally by the Principal of Straylight Strategies Ltd. Where any engagement requires additional resource, this will be disclosed to and agreed with the Client in advance. The Client will not be charged for undisclosed subcontracting.

4. Conflict of Interest Screening

Before substantive discussion of any potential engagement, we conduct a conflict of interest check. We will decline engagements where a material conflict exists or where, in our professional judgement, accepting the engagement would compromise the independence or integrity of our advice.

Where a conflict is identified after an engagement commences, it will be disclosed promptly. Where a material conflict arises mid-engagement, we reserve the right to pause or discontinue work. Fees will be prorated to work completed.

We generally act for one side per transaction or decision context. Where both sides of a matter are known to us, we will disclose this and will not act for one without the other's knowledge.

5. Fees and Payment

Fees are as specified in the Scope. Standard commercial terms are:

• Fees are quoted exclusive of VAT, which is added at the applicable rate.
• Invoices are due within 14 days of issue unless the Scope specifies otherwise.
• For project engagements, an advance portion of fees is typically required prior to commencement.
• Pre-agreed expenses are billed at cost with supporting receipts.
• We reserve the right to suspend work on invoices outstanding by more than 14 days.

6. Deliverables and Intellectual Property

Work product produced under an engagement (memos, reports, analyses, operating model documentation, briefings) is provided for the Client's internal use in connection with the decision for which it was commissioned.

Ownership of deliverables passes to the Client on full payment of all fees due. Prior to that, work product remains the property of Straylight Strategies Ltd.

Unless expressly agreed otherwise in the Scope, deliverables may not be published, reproduced, or shared publicly without our prior written consent. This does not prevent internal sharing, or sharing with the Client's advisors, investors, or regulators on a confidential basis.

7. Confidentiality

We treat all information received from Clients as confidential by default, regardless of whether it is marked as such. Client-specific information is not disclosed to third parties except as required by law or with the Client's written consent.

Clients agree to treat our deliverables and advice as confidential and to exercise appropriate care when distributing them — particularly where they contain assessments of third parties or sensitive technical or commercial detail.

Confidentiality obligations survive the termination of any engagement.

8. Independence

Straylight provides independent advisory services. We do not receive commissions, referral fees, or undisclosed compensation from third parties in connection with our client advice. Our recommendations are based solely on professional judgement.

Any commercial relationship with a party mentioned in our advice will be disclosed at the time.

9. Limitation of Liability

Our advisory services involve the exercise of professional judgement based on information available at the time. We do not guarantee specific commercial outcomes.

To the extent permitted by law, our total liability in connection with any engagement is limited to the fees paid for that engagement. We are not liable for indirect, consequential, or incidental losses, or for losses arising from decisions the Client takes on the basis of our advice.

Nothing in these Terms limits liability for fraud, gross negligence, wilful misconduct, or any liability that cannot be excluded by law.

10. Termination

Either party may terminate an engagement by written notice, subject to any minimum term in the Scope. On termination:

• Fees for work completed to that point are payable.
• Substantially completed deliverables will be provided.
• Advance fees for undelivered work are refunded on a prorated basis, subject to any minimum commitment in the Scope.
• Confidentiality obligations continue in full.

11. Governing Law and Disputes

These Terms are governed by the laws of England and Wales. Disputes are subject to the exclusive jurisdiction of the courts of England and Wales. Before commencing formal proceedings, both parties agree to attempt resolution through direct negotiation or mediation.

12. Changes to These Terms

We may update these Terms from time to time. The version in force when a Scope is agreed governs that engagement. Updated Terms are published on this page with a revised "Last updated" date.

13. Contact