Last Updated March 2025

Your participation as an industry Expert in any Consultation through Sirius by SoluteHut LTD is subject to the following Terms and Conditions. As an Expert you are obliged to please read through these Terms and Conditions before the Consultation takes place. As used herein, the terms ‘we’, ‘us’ and ‘Sirius’ means Sirius by SoluteHut LTD. These terms and conditions and any other documents referred to within as well as the Sirius Privacy Policy (which is at https://sirius.solutehut.com/privacy-policy/) constitutes ‘the Agreement’. In this Agreement ‘Client’ signifies any party who engages Sirius on a project to source and organize consultation with an industry Expert. The term ‘Client’ also encompasses any party nominated by a Sirius Client to engage in an industry Expert Consultation on its behalf. This Agreement may be updated from time to time and it is the responsibility of the industry Expert to check this online at the Sirius website and determine if there have been any modifications (at https://sirius.solutehut.com/expert-terms-and-conditions/). This is a legally binding agreement.

Introduction 
Sirius is a knowledge research firm and organizes consultations between its Clients, who are investors, consultants, banks, and corporates, and expert in-industry professionals (‘Experts’). During these consultations the Experts provide perspectives and information regarding sectors, companies and products which assists Sirius Clients in their business decision making processes (‘Consultations’).

Project Consultations
On approval to engage in a Consultation with a Sirius Client you confirm that you as the Expert are suitably knowledgeable regarding the proposed sector and subject for the engagement. You also confirm you will engage in the Consultation to the best of your ability and in a professional manner. If you become aware of any regulatory, professional or ethical conflict before, after or during a Consultation you should notify the Sirius project lead immediately. An Expert’s participation in any project with any Sirius Client is at the Expert’s sole discretion. Experts are never obligated to accept or continue any project and may decline to participate or continue to participate in any project at any time. If a Client requests additional work or projects, you must receive explicit approval from us before commencing work. You cannot be compensated for any project with a Sirius Client that was not individually arranged or explicitly approved by Sirius in advance, even if the project was a follow-up to a project that was arranged by Sirius.

Independent Contractor Status
For the duration of a Consultation you as the Expert will act as an independent contractor in your personal capacity rather than as a representative or employee of Sirius or any other party. You further understand and acknowledge that you have no authority to act or speak on Sirius’s behalf or to represent that you have any such authority. You shall not be deemed to be an employee of Sirius or any of its Clients and you shall not be entitled to any benefits provided by either Sirius or any of its Clients. You agree that you shall be personally responsible and liable for any and all taxes and other payments due on payments received by you for services provided under these Terms and Conditions.

Employment Obligations
You represent, warrant and undertake that:

• The biographical information provided by you to Sirius is up to date, true and not misleading and you will update it in respect of any material changes (including any change to your employment). If you are an employee or director of a company, you will not discuss or disclose any information about that company.
• You will not knowingly participate in any Consultation for a Client that is (or is acting on behalf of) a competitor of your current employer or a company for which you serve as an officer or director. You confirm you are not restricted engagement in a Consultation. For example, if your contract of employment or policies for your current or previous employer require you to obtain the employer’s prior consent to engage in Consultations you should seek this consent.
• You will not provide any confidential information relating to any company of which you are an employee, officer, director or contractor, agent, legal representative, partner, joint venturer or affiliate. If you are an auditor or a former auditor, you will not comment on any company you have audited in the three (3) years prior to the Consultation.
• If you have worked in the accounting or finance department of a company within the last year, you will not discuss accounting or financial issues relating to that company or its affiliates.
• You will inform Sirius if you are (or have been during the past 2 years) an employee or advisor or consultant to any government, government department, government agency or to any state entity.
• If you are permitted to participate in Consultations and are an employee, officer, or other person acting in an official capacity for any government or government controlled entity, or public international organization or any political party, party official, or candidate for political office, you agree not to discuss legislation, regulation, policy, contracts, or other business that you are in a position to vote upon or otherwise influence.

Healthcare Professionals   
You represent, warrant and undertake that you will inform Sirius if you are currently involved with any clinical trial or test or have been so involved where the results of such trial or test have not been publicly disclosed. If you are a medical professional, you will not discuss unpublished clinical trial results, patient experience information or any other information regarding trials which is not yet public.

Prior Misconduct
You represent warrant and undertake that you have not been found guilty of insider dealing, market abuse, money laundering, fraud or any offence involving dishonesty or any crime (or similar offences in any jurisdiction) and have not been subject to any order, judgment, action or investigation by any regulatory body.  You will also immediately inform Sirius should you become aware of any investigation involving, or any charge brought against you in respect of, any offence referred to in this clause ‘Prior Misconduct’.

Non Solicitation
You agree that for a period of one year from the completion of any project with a Client to whom you have been first introduced by us, you will not circumvent Sirius by knowingly soliciting, negotiating with, or entering into any agreement or other arrangement (whether written or oral) with a Client first introduced to you by us pursuant to which you may be engaged by such Client to provide services of a similar nature to the services Experts provide to Sirius’s Clients without our prior written consent. This does not apply to the extent that you have a proven pre-existing relationship or association, based on past work performed. If you notify Sirius of such pre-existing relationship when a Client is proposed to you, and you do not participate in a Consultation with the Client, Sirius imposes no restrictions with regard to this Client. Sirius will not restrict you from accepting an offer of employment from one of its Clients. 

Confidentiality
You will not use for any purpose or disclose to any third party any confidential information disclosed to you before, during or after a Consultation including without limitation the identity of Client engaged in the Consultation, the subject matter or any questions asked during a Consultation, any information shared and any rates agreed by you with Sirius if applicable for any Consultation. You will not disclose any confidential information or any material non-public information regarding a company, security or instrument that is quoted. Confidential information means information, which is identified or by its nature confidential, including without limitation information concerning the plans, business or finance of any third party. Material non-public information is precise information in respect of a specific company that is not generally available and that a reasonable investor would use to make investment decisions. If this information was generally available, it would be likely to significantly affect the price of an asset or investment. You shall not use confidential information for personal benefit (including for the purpose of making investment or trading decisions). The duty to maintain confidentiality shall survive until the confidential information becomes generally known to and available for use by the public other than as a result of a disclosure by you or any other person under legal obligation not to disclose the information. You agree that a breach of the above terms regarding confidential information may cause irreparable harm to Sirius and/or its Client and that damages would not be a sufficient remedy in respect of such breach. Without prejudice to any other rights which it may have, Sirius and/or the relevant Client shall be entitled to seek injunctive relief and other applicable equitable remedies in respect of any such breach.