Terms & Conditions

1. Definitions and Interpretation

In these Terms and Conditions ("Terms"), the following definitions apply:

• "Company", "we", "us", or "our" refers to AY Strategy Ltd, a company registered in England and Wales, with registered offices at 275 New N Rd PMB 3032, London, N1-7AA, United Kingdom.
• "Client", "you", or "your" refers to the individual, company, or entity engaging our services or accessing our website.
• "Services" refers to the intelligence, investigative, advisory, and consulting services provided by the Company.
• "Website" refers to ay-strategy.com and all related subdomains.
• "Engagement" refers to any formal or informal arrangement under which the Company provides Services to a Client.
• "Confidential Information" refers to all information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential.

2. Acceptance of Terms

By accessing our Website or engaging our Services, you confirm that you have read, understood, and agree to be bound by these Terms in their entirety, together with our Privacy Policy and Cookie Policy. If you do not agree with any provision of these Terms, you must cease use of our Website and Services immediately.

These Terms constitute a legally binding agreement between you and AY Strategy Ltd. We reserve the right to amend these Terms at any time. Material amendments shall be communicated via our Website, and continued use of our Services following such amendments constitutes acceptance.

3. Scope of Services

AY Strategy provides professional intelligence, investigative, and strategic advisory services. The specific scope, deliverables, timelines, and fees for each Engagement shall be set out in a separate engagement letter or statement of work agreed between the parties.

All Services are provided on the basis that they are lawful in the jurisdiction(s) in which they are performed and requested. We reserve the right to decline or terminate any Engagement at our sole discretion without providing reasons.

4. Client Obligations

The Client agrees to:

• Provide accurate, complete, and truthful information as required for the provision of Services
• Cooperate fully and in good faith with the Company throughout the Engagement
• Ensure that the purpose for which Services are requested is lawful
• Not use any information, reports, or deliverables provided by the Company for any unlawful purpose
• Pay all fees and expenses as agreed in the engagement letter or statement of work
• Maintain the confidentiality of all deliverables and communications

5. Fees and Payment

Fees for Services shall be as set out in the applicable engagement letter or statement of work. Unless otherwise agreed in writing:

• Invoices are payable within 14 days of the date of issue
• All fees are quoted exclusive of applicable taxes unless stated otherwise
• Reasonable expenses incurred in connection with the Engagement shall be reimbursed by the Client
• Late payments shall accrue interest at the rate of 4% above the Bank of England base rate per annum
• The Company reserves the right to suspend or terminate Services in the event of non-payment

6. Confidentiality

Both parties acknowledge that in the course of an Engagement, they may receive Confidential Information. Each party agrees to:

• Treat all Confidential Information as strictly confidential
• Not disclose Confidential Information to any third party without the prior written consent of the disclosing party
• Use Confidential Information solely for the purposes of the Engagement
• Take all reasonable steps to prevent unauthorised access to Confidential Information

This obligation of confidentiality shall survive the termination of any Engagement and shall continue in perpetuity unless the Confidential Information enters the public domain through no fault of the receiving party.

7. Intellectual Property

All intellectual property rights in any reports, analyses, materials, methodologies, tools, and deliverables created by the Company in connection with an Engagement shall remain the exclusive property of AY Strategy Ltd, unless expressly agreed otherwise in writing.

The Client is granted a limited, non-exclusive, non-transferable licence to use deliverables solely for the purposes for which they were commissioned. The Client shall not reproduce, distribute, modify, or create derivative works from any deliverables without the Company's prior written consent.

8. Limitation of Liability

To the fullest extent permitted by applicable law:

• The Company's total aggregate liability in connection with any Engagement shall not exceed the total fees paid by the Client for that Engagement.
• 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 business, loss of data, or loss of reputation, howsoever arising.
• The Company makes no warranties, express or implied, regarding the completeness, accuracy, or reliability of any information, reports, or deliverables provided, except as expressly set out in the engagement letter.
• The Company shall not be liable for any loss or damage arising from the Client's use or misuse of any deliverables or information provided.

Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded or limited by law.

9. Indemnification

The Client agrees to indemnify, defend, and hold harmless the Company, its directors, officers, employees, agents, and contractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• The Client's breach of these Terms
• The Client's use or misuse of any deliverables or information provided by the Company
• Any third-party claims arising from the Client's actions or omissions
• Any false, misleading, or incomplete information provided by the Client

10. Termination

Either party may terminate an Engagement by providing 30 days' written notice. The Company may terminate an Engagement immediately if:

• The Client is in material breach of these Terms
• The Client fails to pay any fees when due
• The Company reasonably believes the continued provision of Services may expose it to legal risk or reputational harm
• Circumstances arise that are beyond the Company's reasonable control (force majeure)

Upon termination, the Client shall pay all fees and expenses incurred up to the date of termination. Provisions relating to confidentiality, intellectual property, limitation of liability, and indemnification shall survive termination.

11. Force Majeure

The Company shall not be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control, including but not limited to: acts of God, war, terrorism, civil unrest, sanctions, government actions, pandemics, natural disasters, power failures, or internet disruptions.

12. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales, unless otherwise agreed in writing or unless mandatory provisions of local law require otherwise.

13. Dispute Resolution

In the event of any dispute arising out of or in connection with these Terms, the parties shall first attempt to resolve the dispute through good faith negotiation. If the dispute cannot be resolved within 30 days, either party may refer the dispute to mediation under the rules of the Centre for Effective Dispute Resolution (CEDR). If mediation is unsuccessful, the dispute may be referred to the courts in accordance with clause 12.

14. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by any court or tribunal of competent jurisdiction, such provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.

15. Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, and any applicable engagement letter or statement of work, constitute the entire agreement between the parties. No variation or amendment of these Terms shall be effective unless made in writing and signed by both parties.

16. Contact

For any questions regarding these Terms, please contact:

AY Strategy Ltd
275 New N Rd PMB 3032, London, N1-7AA, United Kingdom
Email: legal@ay-strategy.com