Terms of Service

• Execution strategy and operational planning
• Organisational design and governance advisory
• Hiring calibration and talent strategy
• Finance and governance structuring
• Market entry strategy (UK, Gulf region)

• Introductions to venture capital firms and private investors
• Connections to our network of operating executives
• Due diligence support and preparation
• Term sheet and negotiation advisory

• Shareholder positions with active strategic involvement
• Long-term advisory relationships
• Incubation and co-founding of new ventures

No binding Engagement exists until both parties have executed a written agreement (such as an engagement letter, statement of work, or services agreement) setting out the specific terms. Preliminary discussions, proposals, and indicative terms are not binding.

We will provide Services in accordance with the agreed scope. Any changes to scope, deliverables, timelines, or fees must be agreed in writing by both parties. We reserve the right to decline requests outside the agreed scope.

You agree to:

• Provide accurate, complete, and timely information necessary for us to perform the Services
• Make available appropriate personnel and decision-makers as required
• Pay all fees and expenses in accordance with the agreed payment terms
• Comply with all applicable laws and regulations in connection with the Engagement
• Obtain all necessary internal approvals and consents

We agree to:

• Perform Services with reasonable skill, care, and diligence consistent with industry standards
• Assign appropriately qualified personnel to your Engagement
• Maintain confidentiality of your information as set out in these Terms
• Communicate regularly regarding progress and any material issues

Fees for our Services may be structured as fixed fees, time-based fees (daily or hourly rates), success fees, equity arrangements, or a combination thereof, as agreed in writing for each Engagement.

Unless otherwise agreed, you will reimburse us for reasonable out-of-pocket expenses incurred in connection with the Services, including travel, accommodation, and third-party costs. Expenses exceeding agreed thresholds will require prior approval.

• Invoices will be issued in accordance with the agreed billing schedule
• Payment is due within 14 days of invoice date unless otherwise agreed
• All fees are exclusive of VAT, which will be added where applicable at the prevailing rate
• Late payments may incur interest at 4% above the Bank of England base rate

If you dispute any invoice, you must notify us in writing within 7 days of receipt, specifying the nature of the dispute. Undisputed portions remain payable in accordance with standard terms.

Each party agrees to maintain the confidentiality of all Confidential Information received from the other party and to use such information solely for the purposes of the Engagement. This obligation survives termination of any Engagement.

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was rightfully in the receiving party's possession prior to disclosure
• Is independently developed without reference to Confidential Information
• Is rightfully obtained from a third party without restriction
• Must be disclosed by law, regulation, or court order (with prompt notice where permitted)

Upon termination of an Engagement or upon request, each party will return or destroy all Confidential Information of the other party, except for copies retained for legal or regulatory compliance.

Each party retains ownership of all Intellectual Property that it owned prior to the Engagement. Nothing in these Terms transfers ownership of pre-existing IP.

Unless otherwise agreed in writing, all deliverables, reports, analyses, and other work product created specifically for a Client in the course of an Engagement shall be owned by the Client upon full payment of all fees. We retain the right to use general knowledge, skills, experience, and know-how acquired during the Engagement.

We retain ownership of all proprietary methodologies, frameworks, tools, templates, and processes used in delivering Services. Clients receive a non-exclusive licence to use such materials solely in connection with the deliverables provided.

Where we facilitate introductions to investors, executives, partners, or other contacts in our network, we do so on a best-efforts basis. We do not guarantee any outcome from such introductions, including investment, partnership, or commercial arrangements.

Unless expressly agreed otherwise, introductions are non-exclusive. You remain free to pursue relationships with other advisors, investors, or service providers.

Where an introduction results in a completed transaction (such as an investment or commercial agreement), success fees may apply as set out in the relevant Engagement agreement. Such fees typically apply for a period of 12 to 24 months following the introduction.

To the maximum extent permitted by law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of business, loss of opportunity, or loss of data, even if advised of the possibility of such damages.

Our total aggregate liability arising from or in connection with any Engagement shall not exceed the greater of: (a) the fees paid or payable under that Engagement in the 12 months preceding the claim, or (b) £50,000.

Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of confidentiality obligations; or (d) any liability that cannot be excluded by law.

Each party has a duty to mitigate any losses suffered. No claim may be brought more than 12 months after the party became aware (or should reasonably have become aware) of the facts giving rise to the claim.

We warrant that:

• We have the authority and capacity to enter into Engagements
• Services will be performed with reasonable skill and care
• We will comply with all applicable laws in the performance of Services

Except as expressly stated, all warranties, conditions, and representations (whether express or implied, statutory or otherwise) are excluded to the fullest extent permitted by law.

In particular, we do not warrant or represent that:

• Any particular outcome will be achieved from our Services or introductions
• Investment, funding, or partnership opportunities will materialise
• Our advice is suitable for your particular circumstances without your own independent assessment
• Information provided by third parties (including portfolio companies) is accurate or complete

Where our Services relate to investment opportunities, you acknowledge that all investments carry risk, including the risk of total loss. Past performance is not indicative of future results. You should seek independent financial, legal, and tax advice before making investment decisions.

Either party may terminate an Engagement by providing written notice in accordance with the notice period specified in the relevant agreement (typically 30 days, or 7 days for initial discovery phases).

Either party may terminate immediately if the other party:

• Commits a material breach that is not remedied within 14 days of written notice
• Becomes insolvent, enters administration, or ceases trading
• Engages in conduct that brings the other party into disrepute

Upon termination:

• You shall pay for all Services rendered and expenses incurred up to the termination date
• We shall deliver all completed and in-progress work product (subject to payment)
• Confidentiality, intellectual property, and limitation of liability provisions survive termination
• Neither party shall be liable for termination in accordance with these Terms

Your use of our Website is subject to these Terms. The Website is provided for informational purposes and to facilitate initial contact regarding our Services.

You may not:

• Use the Website for any unlawful purpose
• Attempt to gain unauthorised access to our systems
• Introduce viruses, malware, or other harmful code
• Scrape, harvest, or collect data from the Website
• Interfere with the proper functioning of the Website

We do not guarantee uninterrupted or error-free access to the Website. We may modify, suspend, or discontinue the Website at any time without notice.

The Website may contain links to third-party websites. We are not responsible for the content, accuracy, or practices of linked sites.

Those Aren't Mountains Ltd is a management consultancy and is not authorised or regulated by the Financial Conduct Authority (FCA). We do not provide regulated financial advice, investment management, or other FCA-regulated activities.

Both parties agree to comply with the UK Bribery Act 2010 and all applicable anti-bribery and anti-corruption laws. Neither party shall offer, promise, give, or accept any bribe or improper payment in connection with an Engagement.

We may conduct due diligence checks as required by anti-money laundering regulations. You agree to provide information and documentation reasonably requested for this purpose.

Neither party shall engage in any transaction that would violate applicable sanctions laws or regulations, including UK, EU, US, and UN sanctions regimes.

These Terms, together with any written Engagement agreement, constitute the entire agreement between the parties and supersede all prior discussions, negotiations, and agreements.

We may amend these Terms by posting updated terms on our Website. Continued use of our Website or Services constitutes acceptance of amended Terms. Material changes will be notified to active Clients.

If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

You may not assign or transfer any rights under these Terms without our prior written consent. We may assign our rights and obligations to any affiliate or successor entity.

These Terms do not confer any rights on third parties under the Contracts (Rights of Third Parties) Act 1999.

Notices must be in writing and sent to the addresses specified in the relevant Engagement agreement, or for website-related matters, to waves@thosearentmountains.com