The principles that govern our work.

Helioran Capital Limited (“Helioran”) provides commercial advisory and consultancy services across strategy, corporate finance support, investment analysis, property consultancy, mergers and acquisitions support, and related areas.

The specific scope of any engagement is defined in a separate written engagement letter signed by Helioran and the client. Where these Terms and an engagement letter conflict, the engagement letter prevails.

Helioran provides advisory and consultancy services on commercial and strategic matters. Unless an engagement letter explicitly states otherwise, we do not provide:

• Regulated investment advice within the meaning of the European Union (Markets in Financial Instruments) Regulations 2017 or related Irish legislation.
• Legal advice. We do not act as solicitors.
• Tax advice. We may comment on commercial structure but recommend that clients engage qualified tax advisors.
• Audit, attest, or assurance services.

Fees, expenses, milestones, and payment terms for each engagement are set out in the relevant engagement letter. Unless agreed otherwise:

• Invoices are issued in euro and are payable within 30 days of issue.
• Late payment may attract interest in line with applicable Irish law.
• Disbursements (e.g. third-party data, regulatory filings, travel) are recharged at cost.

Helioran treats all non-public client information as confidential. We do not disclose client information to third parties except:

• With the client's written consent.
• To members of our team or trusted advisors who need it to deliver the engagement, and who are bound by equivalent confidentiality.
• Where required by law, regulation, or court order.

These obligations survive termination of the engagement.

We maintain reasonable conflict-checking procedures before accepting new engagements. If a conflict becomes apparent during an engagement, we will discuss it promptly with the affected clients and agree on a path forward — which may include declining or withdrawing from one or more mandates.

To the maximum extent permitted by law, our total aggregate liability to any client in connection with an engagement is limited to the fees actually paid to Helioran under that engagement in the twelve months preceding the event giving rise to the claim.

We are not liable for any indirect, consequential, or special losses, including loss of profit, loss of opportunity, or loss of business.

Nothing in these Terms limits liability for fraud, fraudulent misrepresentation, or any liability that cannot lawfully be limited.

Unless otherwise agreed, Helioran retains all intellectual property rights in the methodologies, frameworks, models, and proprietary materials we use in our work. The client receives a non-exclusive licence to use deliverables produced for them for the purpose for which they were prepared.

Either party may terminate an engagement on reasonable written notice, as set out in the engagement letter. On termination:

• Fees and expenses incurred up to the date of termination are payable in full.
• Each party returns or destroys confidential information of the other on request, subject to legal retention requirements.

These Terms, and any engagement letter, are governed by the laws of Ireland. The courts of Ireland have exclusive jurisdiction over any dispute, unless the parties agree otherwise in writing.

For questions about these Terms or about an existing engagement, contact us at niamh@heliorancapital.com or by post at our registered office.