Terms & Conditions

1. Introduction and Acceptance

1.1 Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you (the "Client," "you," or "your") and SYL Consulting Luxembourg S.à r.l. ("SYL Luxembourg," "we," "us," or "our"). By accessing our website (sylluxembourg.com), engaging our services, or entering into any agreement with us, you agree to be bound by these Terms.

1.2 Company Information

Legal Entity: SYL Consulting Luxembourg S.à r.l.
Registration Number: [Luxembourg Company Number]
Registered Address: 12, Rue du Chateau D'eau, L-3364 Leudelange, Luxembourg
Email: info@sylluxembourg.com
Website: sylluxembourg.com

1.3 Modifications

We reserve the right to modify these Terms at any time. Material changes will be communicated to existing clients via email. Continued use of our services after changes take effect constitutes acceptance of modified Terms.

1.4 Additional Agreements

These Terms apply to our website and general business relationship. Specific research engagements are governed by separate written agreements ("Engagement Letters" or "Research Agreements") which take precedence over these Terms in case of conflict.

2. Services Description

2.1 Research and Intelligence Services

SYL Luxembourg provides research and investment intelligence services including:

• Investment research and analysis

• Market intelligence and competitive analysis

• Sector analysis across multiple industries

• Due diligence investigations

• Custom research projects

• Strategic advisory services

2.2 Service Scope

All services are provided on a project-by-project basis unless otherwise agreed in writing. Each engagement is governed by a specific Engagement Letter defining scope, deliverables, timeline, and fees.

2.3 No Investment Advice

Our research and analysis is provided for informational purposes only and does not constitute investment advice, recommendations to buy or sell securities, or financial advisory services. We are not registered as investment advisors. Clients must make their own independent investment decisions.

2.4 Developing Investment Capabilities

SYL Luxembourg is developing investment capabilities alongside our established research services. Information about these developing capabilities is provided for transparency. Investment activities operate independently from client research services with strict information barriers.

3. Website Use

3.1 Permitted Use

You may access and use our website for lawful purposes consistent with these Terms. You agree not to:

• Use the website for any unlawful purpose

• Attempt to gain unauthorized access to our systems

• Interfere with website operation or security

• Collect user information without authorization

• Post or transmit harmful code, malware, or viruses

• Impersonate any person or entity

• Violate intellectual property rights

3.2 Account Security

If you create an account or access restricted areas, you are responsible for maintaining confidentiality of access credentials and all activities under your account.

3.3 Content Accuracy

While we strive for accuracy, website content is provided "as is" and may contain errors or omissions. We do not warrant completeness or accuracy of website information.

4. Intellectual Property

4.1 Our Property

All content on our website and in our research deliverables, including text, graphics, logos, data, analysis, methodologies, and software, is owned by SYL Luxembourg or our licensors and protected by intellectual property laws.

4.2 Research Deliverables

Research reports and analysis provided to clients remain our intellectual property. Clients receive a limited, non-exclusive license to use deliverables solely for their internal business purposes as specified in the Engagement Letter.

4.3 Client Use Restrictions

Unless expressly authorized in writing, clients may not:

• Reproduce or distribute our research to third parties

• Use our research for commercial purposes beyond internal use

• Modify, reverse engineer, or create derivative works

• Remove proprietary notices or attributions

• Publicly disclose research findings without permission

4.4 Client-Provided Information

Clients retain ownership of information they provide to us. By providing information, you grant us a license to use it for performing services and developing anonymized research databases.

5. Confidentiality

5.1 Mutual Confidentiality

Both parties agree to maintain confidentiality of non-public information received from the other party. This obligation survives termination of the business relationship.

5.2 Research Participant Confidentiality

Information obtained from research participants (interviews, surveys) is treated as confidential. We anonymize and aggregate data in research outputs unless explicit permission is granted for attribution.

5.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available without breach of this agreement

• Was rightfully possessed prior to disclosure

• Is independently developed without use of confidential information

• Must be disclosed pursuant to legal requirement

6. Client Obligations

6.1 Accurate Information

Clients agree to provide accurate, complete, and timely information required for research services. We are not responsible for conclusions based on inaccurate client-provided information.

6.2 Cooperation

Clients agree to cooperate reasonably in the performance of services, including providing access to relevant personnel and documentation as needed.

6.3 Timely Feedback

Clients agree to provide timely feedback on deliverables and raise concerns promptly to allow for resolution within engagement timeframes.

6.4 Compliance

Clients agree to use our research in compliance with applicable laws and regulations, including securities laws and insider trading restrictions.

7. Fees and Payment

7.1 Fee Structure

Fees for services are specified in individual Engagement Letters. Unless otherwise stated, fees are:

• Due upon completion of deliverables

• Payable within 30 days of invoice date

• Exclusive of applicable taxes

7.2 Expenses

Reasonable expenses incurred in performing services (travel, data subscriptions, third-party research) may be billed separately with prior client approval.

7.3 Late Payment

Late payments incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

7.4 Taxes

Fees are exclusive of all taxes, levies, or duties. Client is responsible for all taxes except those based on our net income.

7.5 Currency

All fees are stated and payable in Euros (€) unless otherwise agreed.

8. Warranties and Disclaimers

8.1 Professional Standards

We warrant that services will be performed with professional care and competence consistent with industry standards.

8.2 No Other Warranties

EXCEPT AS EXPRESSLY PROVIDED, SERVICES AND WEBSITE ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8.3 Research Limitations

We do not warrant that:

• Research conclusions will prove accurate

• Investment decisions based on our research will be profitable

• Information from third parties is accurate or complete

• Research methodologies will yield particular results

8.4 Third-Party Content

We are not responsible for accuracy, legality, or content of third-party information incorporated in our research.

9. Limitation of Liability

9.1 Direct Damages Cap

Our total liability for any claims arising from services shall not exceed the fees paid by the client for the specific engagement giving rise to the claim.

9.2 Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOST BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Investment Losses

We are not liable for investment losses or damages resulting from decisions made based on our research, which is provided for informational purposes only.

9.4 Force Majeure

We are not liable for failure to perform obligations due to circumstances beyond reasonable control, including natural disasters, war, terrorism, labor disputes, or government actions.

9.5 Jurisdictional Limitations

Some jurisdictions do not allow limitation of certain warranties or liabilities. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

10. Indemnification

10.1 Client Indemnification

Client agrees to indemnify and hold harmless SYL Luxembourg, its affiliates, and personnel from claims, damages, or expenses arising from:

• Client's breach of these Terms

• Client's misuse of our research or services

• Client's violation of applicable laws

• Inaccurate information provided by client

10.2 Defense

We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you.

11. Data Protection and Privacy

11.1 Privacy Policy

Our collection and use of personal information is governed by our Privacy Policy, available at sylluxembourg.com/privacy-policy. By using our services, you consent to such collection and use.

11.2 GDPR Compliance

We process personal data in accordance with the General Data Protection Regulation (GDPR) and Luxembourg data protection laws. For data protection inquiries, contact dpo@sylluxembourg.com.

11.3 Data Security

We implement appropriate technical and organizational measures to protect data security as described in our Privacy Policy.

12. Termination

12.1 Termination by Either Party

Either party may terminate an ongoing engagement by providing 30 days written notice. Client remains liable for fees for work completed and expenses incurred through the termination date.

12.2 Termination for Breach

Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure within 15 days of notice.

12.3 Survival

Provisions regarding intellectual property, confidentiality, payment obligations, warranties, liability limitations, and dispute resolution survive termination.

12.4 Return of Materials

Upon termination, each party shall return or destroy confidential information of the other party, except as required for legal compliance or legitimate business purposes.

13. Dispute Resolution

13.1 Good Faith Negotiation

Parties agree to first attempt to resolve disputes through good faith negotiation. Either party may initiate negotiations by written notice describing the dispute.

13.2 Mediation

If negotiation fails within 30 days, parties agree to attempt mediation before pursuing litigation. Mediation shall be conducted in Luxembourg by a mutually agreed mediator.

13.3 Litigation

If mediation fails, disputes shall be resolved through litigation in Luxembourg courts as specified in Section 14.

13.4 Costs

Each party bears its own costs for negotiation and mediation. Litigation costs are subject to court determination.

14. Governing Law and Jurisdiction

14.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg, without regard to conflict of law principles.

14.2 Jurisdiction

Any litigation arising from these Terms shall be subject to the exclusive jurisdiction of the courts of Luxembourg City, Luxembourg.

14.3 Language

The English version of these Terms is the official version. Translations are provided for convenience only. In case of discrepancy, the English version prevails.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any Engagement Letter and our Privacy Policy, constitute the entire agreement between parties regarding subject matter herein, superseding all prior agreements and understandings.

15.2 Assignment

Clients may not assign or transfer rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of business.

15.3 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect. Invalid provisions shall be modified to the minimum extent necessary to make them valid and enforceable.

15.4 Waiver

Failure to enforce any provision does not constitute a waiver of future enforcement. Waivers must be in writing to be effective.

15.5 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

15.6 Force Majeure

Neither party is liable for failure to perform obligations due to events beyond reasonable control, including natural disasters, war, government actions, pandemics, or telecommunications failures.

15.7 Notices

All notices under these Terms must be in writing and delivered to:

SYL Consulting Luxembourg S.à r.l.
12, Rue du Chateau D'eau
L-3364 Leudelange
Luxembourg
Email: info@sylluxembourg.com

Notices are deemed delivered when received.

15.8 Third-Party Rights

These Terms do not confer rights on any third party except as expressly provided.

16. Specific Service Terms

16.1 Research Reports

Research reports are prepared based on information available at the time of preparation. We are not obligated to update reports for subsequent developments unless expressly agreed.

16.2 Expert Interviews

Access to industry experts through our network is subject to expert availability and consent. We do not guarantee interview participation or specific insights.

16.3 Data Sources

We use commercially reasonable efforts to ensure data accuracy but rely on third-party sources whose accuracy we cannot independently verify.

16.4 Preliminary Findings

Preliminary or draft findings shared during engagements are subject to revision and should not be relied upon for final decisions.

17. Regulatory Compliance

17.1 Client Responsibility

Clients are responsible for ensuring their use of our research complies with applicable securities laws, including regulations regarding material non-public information and insider trading.

17.2 No Regulatory Advice

We do not provide legal or regulatory advice. Clients should consult qualified legal counsel regarding regulatory compliance.

17.3 Export Control

Clients agree to comply with all applicable export control and trade sanction laws when using or sharing our research.

18. Contact Information

For questions about these Terms and Conditions:

General Inquiries:
Email: info@sylluxembourg.com
Phone: [Luxembourg Phone Number]

Legal Department:
Email: legal@sylluxembourg.com

Data Protection:
Email: dpo@sylluxembourg.com

Mailing Address:
SYL Consulting Luxembourg S.à r.l.
12, Rue du Chateau D'eau
L-3364 Leudelange
Luxembourg

19. Acknowledgment

BY ACCESSING OUR WEBSITE OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

If you do not agree to these Terms, you must not access our website or use our services.

Document Version: 1.0
Effective Date: December 30, 2025
Last Reviewed: December 30, 2025