Terms of Service

Professional engagement framework governing Dromley’s market intelligence and advisory services, client responsibilities, and the terms under which advisory relationships operate.

01

Scope of Advisory Services

What Dromley Provides

Market Intelligence and Advisory

Dromley is a market intelligence and advisory firm specialising in research-led advisory services for organisations navigating complex markets across industries and geographies. Our services span competitive intelligence and benchmarking, market opportunity assessment, regulatory and compliance intelligence, buyer intent and demand signal analysis, customer intelligence, and market entry and expansion strategy. Each engagement is scoped individually based on the client’s industry vertical, geographic focus, competitive landscape, and strategic objectives, ensuring that advisory deliverables are directly aligned with the business questions that matter most to the organisation.

Nature of Advisory Deliverables

Deliverables produced by Dromley are advisory in nature and based on publicly available information, proprietary research methodologies, structured analytical frameworks, and professional judgement developed through deep domain expertise. Advisory outputs are intended to inform client decision-making by providing evidence-based perspectives on market dynamics, competitive positioning, and strategic opportunities. Deliverables should not be treated as guarantees of commercial outcomes, regulatory approval, or market performance. Clients retain full responsibility for all business decisions made on the basis of Dromley’s advisory work, including investment decisions, market entry timing, product development priorities, and organisational restructuring.

Engagement Scope and Boundaries

The scope of each engagement is defined in a written proposal or statement of work agreed between Dromley and the client prior to commencement. This document specifies the research questions, analytical methodology, deliverable format, timeline, and any geographic or sector-specific boundaries that apply to the engagement. Any changes to scope, deliverables, or timelines during the course of an engagement are documented in writing and agreed by both parties before additional work is undertaken. Dromley reserves the right to decline engagements that fall outside its areas of expertise, that present conflicts of interest with existing client relationships, or that require access to information sources that Dromley considers unreliable or ethically questionable. Where an engagement involves multiple workstreams or phases, each phase is scoped and approved independently to maintain clarity and accountability throughout the advisory relationship.

Service Limitations

Dromley’s advisory services do not constitute legal advice, financial planning, tax consultation, or regulated investment guidance. Clients requiring specialist legal, financial, or regulatory counsel should engage appropriately qualified professionals in addition to Dromley’s market intelligence services. Dromley does not act as a broker, intermediary, or agent in any commercial transaction on behalf of clients, and advisory recommendations do not create any fiduciary relationship between Dromley and the client or any third party referenced in advisory deliverables.

02

Client Responsibilities

What We Expect from Clients

Accurate and Complete Information

Clients are expected to provide accurate and complete information relevant to the engagement scope. This includes business context, industry-specific data, organisational objectives, competitive positioning, and any constraints or sensitivities that may affect the research or advisory process. Where Dromley identifies gaps in the information provided, clients are expected to respond to clarification requests within reasonable timeframes. The quality, completeness, and timeliness of information provided by the client directly influences the quality, accuracy, and relevance of advisory deliverables. Dromley cannot be held responsible for advisory conclusions that are materially affected by incomplete, inaccurate, or outdated information provided by the client during the engagement.

Timely Feedback and Approvals

Advisory engagements operate on agreed timelines that depend on structured collaboration between Dromley and the client. Clients are responsible for providing feedback, approvals, and decisions within the timeframes established in the engagement proposal. This includes review of interim deliverables, validation of research assumptions, and sign-off on final advisory outputs. Delays in client responses may result in corresponding adjustments to delivery timelines, and Dromley communicates any material impact on scheduling promptly. Where delays exceed 15 business days without communication, Dromley reserves the right to pause the engagement and resume upon mutual agreement, with any timeline adjustments documented in writing.

Authorised Representatives

Clients must designate an authorised representative with appropriate decision-making authority for the engagement. This individual serves as the primary point of contact for scope clarification, deliverable review, approval of final outputs, and any decisions regarding scope changes or timeline adjustments. The authorised representative is expected to have sufficient seniority and organisational context to make binding decisions on behalf of the client organisation without requiring extended internal approval cycles that could delay the engagement. Changes to the designated representative should be communicated in writing to ensure continuity and avoid delays in the advisory process.

Appropriate Use of Deliverables

Clients are responsible for using Dromley’s advisory deliverables in a manner consistent with their intended purpose as described in the engagement proposal. This includes ensuring that advisory outputs are not misrepresented to third parties as guarantees, certifications, or endorsements. Where clients intend to share advisory deliverables with external stakeholders such as investors, regulators, or board members, Dromley should be informed in advance so that appropriate caveats and context can be incorporated into the deliverable format. Clients acknowledge that market conditions, competitive dynamics, and regulatory environments change over time, and that advisory deliverables reflect conditions at the time of research rather than providing indefinite validity.

03

Engagement Terms and Fees

How Engagements Are Structured

Fee Determination

Professional fees are determined on a per-engagement basis and depend on research scope, analytical complexity, deliverable format, timeline requirements, the number of markets or sectors involved, and the depth of primary versus secondary research required. Fees are communicated transparently in the engagement proposal and must be agreed in writing before any advisory work commences. Dromley does not commence advisory work without a signed proposal or equivalent written confirmation from the client’s authorised representative. Fee structures may include fixed project fees, phased milestone payments, or retainer arrangements depending on the nature and duration of the engagement.

Payment Terms and Invoicing

Payment terms are specified in each engagement proposal and typically require an advance payment before commencement, with the balance due upon delivery of the final advisory output. For multi-phase engagements, payment milestones are aligned with deliverable phases and documented in the proposal. All fees are quoted in the currency specified in the proposal, and invoices are issued in accordance with applicable Indian tax regulations, including Goods and Services Tax where applicable. Late payments beyond 30 days of the invoice date may result in a temporary suspension of advisory work until outstanding balances are resolved. Dromley communicates payment concerns directly and works with clients to agree reasonable payment arrangements where circumstances require flexibility.

Scope Changes and Additional Fees

If the client requests changes to the agreed scope during an active engagement, including additional research questions, expanded geographic coverage, deeper analytical layers, or supplementary deliverable formats, Dromley provides a written estimate for any additional work before proceeding. Scope expansions are treated as formal amendments to the original proposal and require written agreement from both parties. No additional fees are charged without prior client approval, and the impact of scope changes on delivery timelines is communicated clearly at the time of the amendment request. Minor clarifications and adjustments that fall within the spirit of the original scope are accommodated without additional charge at Dromley’s discretion.

Engagement Expenses

Where an engagement requires travel, access to premium databases, acquisition of specialist publications, or other direct expenses beyond standard research costs, these are identified in the engagement proposal and require client approval before being incurred. Expenses are invoiced at cost with supporting documentation provided upon request. Standard research tools, analytical software, and internal resources used by Dromley in the ordinary course of delivering advisory services are included in the professional fee and are not billed separately to the client.

All fees are agreed in writing before any advisory work begins

Payment terms and milestones are specified in the individual engagement proposal

Scope changes are documented and require mutual written agreement before additional work proceeds

Invoicing complies with applicable Indian tax regulations including GST where applicable

Direct engagement expenses require prior client approval and are invoiced at cost

04

Intellectual Property

Ownership of Work and Methodologies

Dromley’s Proprietary Assets

Dromley’s research methodologies, analytical frameworks, scoring models, assessment templates, data collection processes, and internal knowledge systems remain the exclusive intellectual property of Dromley. These proprietary assets have been developed through sustained investment in research capability, domain expertise, and methodological refinement across multiple industries and geographies. These assets are not transferred to clients as part of any engagement. Clients receive the benefit of these methodologies through the advisory deliverables produced, but do not acquire rights to the underlying frameworks, templates, or analytical processes themselves. This distinction ensures that Dromley can continue to invest in and improve its research capabilities for the benefit of all clients.

Client Deliverables and Licence

Upon full payment of agreed fees, clients receive a non-exclusive licence to use the advisory deliverables produced for their engagement for internal business purposes. This includes reports, analyses, presentations, strategic recommendations, and supporting materials prepared specifically for the client’s engagement. The licence covers internal circulation within the client organisation, use in internal strategic planning, and reference in internal decision-making processes. Deliverables may not be redistributed, published, sublicensed, or shared with third parties without Dromley’s prior written consent. Where clients require the right to share deliverables externally, such as with investors, partners, or regulators, this can be arranged through a supplementary agreement specifying the permitted use and any required attribution.

Client-Provided Materials

All materials, data, documents, and information provided by the client to Dromley during the course of an engagement remain the intellectual property of the client. Dromley uses client-provided materials solely for the purpose of delivering the agreed advisory services and does not retain copies beyond the period required for engagement delivery and reasonable quality assurance. Upon engagement completion or termination, client-provided materials are returned or securely disposed of in accordance with the data handling practices described in these terms and the Privacy Policy.

Anonymised Insights and Industry Knowledge

Dromley may use anonymised, non-attributable insights derived from engagements to improve its research methodologies, enhance analytical frameworks, and contribute to broader industry knowledge. No client-identifiable information, proprietary data, commercially sensitive findings, or engagement-specific conclusions are used in this manner. This practice supports the continuous improvement of advisory quality across all engagements and is standard practice in the market intelligence and advisory industry. Clients concerned about specific aspects of their engagement being referenced in anonymised form may raise this during the scoping process, and Dromley will accommodate reasonable restrictions where requested.

05

Confidentiality

Protecting Sensitive Information

Mutual Confidentiality Obligations

Both Dromley and the client agree to treat information shared during the course of an engagement as confidential. This includes business strategies, financial data, market positions, proprietary research, competitive intelligence, organisational plans, and any other information reasonably understood to be sensitive or commercially valuable. Confidential information is used solely for the purpose of fulfilling the advisory engagement and is not disclosed to third parties without prior written consent from the disclosing party. Both parties implement reasonable organisational and technical measures to protect confidential information from unauthorised access, disclosure, or misuse during and after the engagement period.

Information Handling Standards

Dromley restricts access to confidential client information to personnel directly involved in the relevant engagement. Internal information sharing is conducted on a need-to-know basis, and team members working on client engagements are bound by professional confidentiality obligations as part of their employment terms. Where engagements involve particularly sensitive information, such as pre-acquisition intelligence, regulatory strategy, or competitive repositioning plans, Dromley implements additional access controls and information barriers as appropriate to the sensitivity level. Document storage, transmission, and disposal follow structured protocols designed to maintain confidentiality throughout the information lifecycle.

Non-Disclosure Agreements

Where clients require formal confidentiality protections beyond the provisions in these terms, Dromley is prepared to enter into a separate non-disclosure agreement tailored to the specific engagement. NDA terms are negotiated on a case-by-case basis and take precedence over the general confidentiality provisions in these terms where there is any conflict between the two documents. Dromley recommends NDAs for engagements involving pre-public strategic information, merger and acquisition intelligence, or other highly sensitive commercial matters where additional legal protections provide appropriate assurance for both parties.

Exceptions to Confidentiality

Confidentiality obligations do not apply to information that is publicly available at the time of disclosure or becomes publicly available through no fault of the receiving party, was already known to the receiving party prior to disclosure as evidenced by existing records, is independently developed by the receiving party without reference to the confidential information, or is required to be disclosed by law, regulatory authority, or court order. Where disclosure is legally compelled, the party required to disclose notifies the other party promptly to the extent permitted by law, allowing the disclosing party to seek protective measures where appropriate. Confidentiality obligations survive the termination or completion of any engagement indefinitely, unless otherwise specified in a separate non-disclosure agreement.

06

Professional Standards and Liability

Our Commitment and Its Limits

Professional Standards and Research Integrity

Dromley delivers all advisory services with professional diligence, applying rigorous research standards, transparent methodology, and honest representation of findings. Research is conducted using credible and verifiable sources, structured analytical processes, and established frameworks appropriate to the research domain. Source verification, cross-referencing, and methodological documentation are integral to every engagement. Dromley discloses any limitations in data availability, methodology constraints, sample size considerations, or assumptions that may affect the reliability or scope of advisory conclusions. Where findings are inconclusive or where evidence supports multiple interpretations, this is communicated transparently rather than presenting artificially definitive conclusions.

No Guarantee of Outcomes

Market intelligence and advisory services are inherently forward-looking and subject to the uncertainties of market conditions, regulatory change, competitive dynamics, technological disruption, and macroeconomic factors that are beyond the control of any advisory firm. Dromley does not guarantee specific business outcomes, market performance, competitive advantage, or return on investment arising from the use of its advisory deliverables. Advisory outputs represent informed professional analysis based on the best available evidence at the time of research, and their predictive value is necessarily subject to the evolving nature of the markets and industries they describe. All strategic decisions remain the sole responsibility of the client organisation and its leadership.

Limitation of Liability

To the maximum extent permitted by applicable law, Dromley’s total aggregate liability arising from or in connection with any engagement shall not exceed the total fees paid by the client for that specific engagement. This limitation applies regardless of the form of action, whether in contract, tort, negligence, strict liability, or any other legal or equitable theory. Dromley shall not be liable for indirect, consequential, incidental, special, or punitive damages, including but not limited to lost profits, lost revenue, business interruption, loss of business opportunity, or loss of data, regardless of the cause of action or the theory of liability, even if Dromley has been advised of the possibility of such damages.

Client Acknowledgement

By engaging Dromley’s services, clients acknowledge that advisory deliverables are tools to support decision-making rather than substitutes for independent judgement, due diligence, or specialist professional advice in areas such as law, finance, taxation, or regulatory compliance. Clients are encouraged to validate advisory findings against their own knowledge, seek additional expert input where appropriate, and consider advisory outputs within the broader context of their organisational strategy, risk appetite, and operational constraints. This collaborative approach to advisory relationships produces the most effective outcomes for client organisations.

07

Engagement Completion and Termination

How Engagements Conclude

Natural Completion

Engagements conclude upon delivery and acceptance of the final advisory deliverables as defined in the engagement proposal. Dromley provides a reasonable review period, typically 10 business days unless otherwise specified, during which clients may request clarifications, factual corrections, or minor adjustments to delivered outputs. Adjustments during this period are limited to corrections and refinements within the agreed scope and do not extend to new research questions or expanded analysis. Once the client confirms acceptance or the review period elapses without feedback, the engagement is considered formally complete. A completion summary is provided to both parties confirming the deliverables produced, the engagement timeline, and any outstanding items.

Early Termination

Either party may terminate an engagement with 14 days written notice to the other party’s designated representative. In the event of early termination, fees for work completed up to the termination date are payable in full, calculated on a proportional basis relative to the overall engagement scope and progress at the time of notice. Any advance payments for work not yet commenced are refunded within 30 business days of the termination date. Dromley delivers all work-in-progress materials completed to date in a format suitable for the client’s continued use, and confidentiality obligations survive termination indefinitely regardless of the reason for early conclusion. Neither party is liable for consequential damages arising solely from the exercise of the termination right described in this section.

Post-Engagement Support

Dromley offers a 30-day post-engagement support period during which clients may seek clarification on delivered advisory outputs, request explanation of analytical methodology, or discuss the practical application of research findings at no additional charge. This support is limited to the deliverables and scope of the completed engagement and does not extend to new research questions, updated analysis reflecting post-delivery market changes, or advisory work on topics outside the original engagement scope. Requests for new research, expanded analysis, or additional deliverables beyond the original scope are treated as new engagements and quoted accordingly.

Knowledge Transfer and Handover

Where the complexity of the engagement warrants it, Dromley provides structured knowledge transfer sessions to ensure that the client’s team can effectively interpret, apply, and build upon the advisory deliverables. Knowledge transfer may include walkthrough presentations, methodology briefings, data source documentation, and guidance on how to monitor the market indicators and competitive signals identified during the engagement. The format and depth of knowledge transfer is agreed during the engagement scoping process and included in the deliverable schedule. Post-engagement knowledge transfer sessions beyond the standard 30-day support period are available as a separate service upon request.

08

Data Protection

How Client Data Is Handled

Dromley’s collection, use, storage, and protection of personal data is governed by its Privacy Policy, which forms an integral part of these terms. The Privacy Policy details the categories of information collected, the lawful bases and purposes for which data is processed, the third-party services involved in data handling, data retention periods, and the rights available to individuals under the Digital Personal Data Protection Act 2023 (India) and the General Data Protection Regulation (EU/UK). Clients and their representatives are encouraged to review the Privacy Policy in its entirety, as it provides comprehensive detail on Dromley’s data handling practices that complement the summary provisions in this section.

Client Data Security and Access Controls

Data provided by clients during advisory engagements is treated with the confidentiality protections described in these terms and the security measures detailed in the Privacy Policy. Client data is stored using encrypted storage solutions, accessed only by personnel directly involved in the relevant engagement, and protected by role-based access controls that limit data visibility to authorised team members. Client data is not shared with third parties except where necessary for service delivery through the infrastructure and communication platforms disclosed in the Privacy Policy. Upon engagement completion, client data is retained only for the period necessary to fulfil post-engagement support obligations and comply with applicable legal retention requirements, after which it is securely disposed of.

Research Data Handling

Market intelligence research conducted by Dromley relies primarily on publicly available information, licensed databases, industry publications, and professional network sources. Where research involves the collection or analysis of personal data, whether from public sources or client-provided datasets, it is processed in strict compliance with applicable data protection legislation including the DPDP Act 2023 and the GDPR. Dromley maintains clear documentation of research data sources, processing activities, and retention periods for each engagement. Research data that is no longer required for the engagement or for methodological quality assurance purposes is securely deleted in accordance with the retention schedules described in the Privacy Policy.

Special Data Handling Requirements

Clients requiring specific data handling arrangements beyond Dromley’s standard protocols, such as data residency requirements, enhanced encryption standards, restricted processing jurisdictions, or accelerated deletion schedules, should raise these requirements during the engagement scoping process. Dromley evaluates special data handling requests on a case-by-case basis and documents any agreed arrangements as part of the engagement proposal. Where special requirements involve material additional cost or operational complexity, this is communicated transparently and reflected in the engagement terms. Dromley is committed to accommodating reasonable data handling requirements that support client compliance obligations and organisational data governance policies.

09

Governing Law and General Provisions

Legal Framework

Applicable Law and Regulatory Context

These terms are governed by and construed in accordance with the laws of India. Dromley operates within the framework of applicable Indian legislation including the Indian Contract Act 1872, the Information Technology Act 2000, the Consumer Protection Act 2019, and the Digital Personal Data Protection Act 2023. For international clients, these terms are interpreted in a manner consistent with generally accepted principles of international commercial law, and Dromley endeavours to accommodate the reasonable expectations of clients operating under different legal systems. Where specific engagement proposals reference additional jurisdiction-specific considerations, those provisions apply to the relevant engagement alongside these general terms.

Severability and Interpretation

If any provision of these terms is found to be invalid, illegal, or unenforceable by a court or regulatory authority of competent jurisdiction, that provision shall be severed from these terms to the minimum extent necessary, and the remaining provisions shall continue in full force and effect without being impaired or invalidated. The invalid provision shall be replaced with a valid provision that most closely reflects the original commercial intent of the parties while complying with applicable law. Headings and section titles used in these terms are for convenience of reference only and do not affect the interpretation or construction of any provision. References to legislation include any amendments, re-enactments, or successor legislation in force at the relevant time.

Entire Agreement and Amendments

These terms, together with the applicable engagement proposal and the Privacy Policy, constitute the entire agreement between Dromley and the client with respect to the advisory services described. No prior oral or written communications, representations, negotiations, or agreements supersede these terms unless expressly incorporated by written reference in the engagement proposal. Amendments to these terms require written agreement from both parties, and no waiver of any provision shall be effective unless made in writing and signed by the party granting the waiver. The failure of either party to enforce any right or provision of these terms shall not constitute a waiver of that right or provision for future purposes.

Assignment and Third-Party Rights

Neither party may assign, transfer, or delegate its rights or obligations under these terms without the prior written consent of the other party, except that Dromley may assign these terms in connection with a merger, acquisition, or sale of substantially all of its assets. These terms do not create any rights enforceable by any person or entity that is not a party to the engagement, and nothing in these terms is intended to confer third-party beneficiary rights on any individual, organisation, or entity. Notices required under these terms shall be delivered in writing to the contact details specified in the engagement proposal and are deemed received upon confirmed delivery.

Governed by the laws of India with consideration for international commercial principles

Individual engagement proposals form part of the overall agreement alongside these terms

The Privacy Policy is incorporated by reference into these terms

Amendments and waivers require written agreement from both parties

Assignment requires prior written consent except in connection with corporate transactions

International Dispute Resolution & Cross-Border Legal Framework

For international clients, dispute resolution accommodates cross-border legal complexities including applicable law determination, jurisdiction selection based on engagement characteristics, enforcement procedures across multiple jurisdictions, and bilateral treaty considerations for legal cooperation and mutual assistance in dispute resolution and award enforcement.

Cross-border resolution mechanisms respect both Indian legal requirements and client jurisdiction legal frameworks while providing efficient and cost-effective dispute resolution options. International arbitration awards are enforceable under New York Convention provisions and bilateral enforcement agreements between relevant countries.

10

Policy Updates

How These Terms May Change

Right to Update

Dromley reserves the right to update these terms to reflect changes in the business, regulatory environment, service offerings, operational practices, or industry standards. Updates are made in good faith and with the aim of maintaining clarity, fairness, legal compliance, and alignment with the evolving needs of Dromley’s clients and the markets in which they operate. Material changes are communicated through the website and, where practical, through direct notification to clients with active engagements or ongoing advisory relationships. Dromley maintains a transparent approach to policy updates and welcomes client feedback on proposed changes where feasible.

Notification of Changes and Effective Date

When material changes are made to these terms, a notice is published on this page with a revised effective date clearly displayed at the bottom of the document. Clients with active engagements are notified directly via the contact details held on file, providing reasonable advance notice of the changes and an explanation of their practical impact on the advisory relationship. The updated terms take effect from the date published unless a later effective date is specified in the update notice. Continued use of Dromley’s services after the effective date constitutes acceptance of the updated terms. Where changes are administrative or non-material in nature, such as corrections to formatting, typographical errors, or clarifications that do not alter substantive obligations, these may be made without formal notification.

Active Engagements and Transitional Provisions

Changes to these terms do not retroactively alter the conditions of engagements already in progress at the time of the update. Active engagements continue under the terms in effect at the time the engagement proposal was signed, ensuring stability and predictability for both parties throughout the advisory relationship. Where updated terms are more favourable to the client, Dromley may offer to apply the updated provisions to active engagements at its discretion, and clients are informed of this option where applicable. Clients who do not agree with material changes to these terms may conclude their active engagement under the original terms without penalty and are not obligated to accept the updated provisions for future engagements.

Version History and Enquiries

Previous versions of these terms are maintained in Dromley’s records and are available upon request for clients who require access to the specific terms that governed a prior engagement. Clients with questions about these terms, their application to a specific engagement, or the implications of any updates are encouraged to contact Dromley directly. Dromley is committed to transparent communication about its terms and policies and endeavours to address client enquiries regarding these provisions promptly and comprehensively. This commitment to openness reflects Dromley’s broader approach to building advisory relationships based on trust, clarity, and mutual respect.

Last Updated: Sunday, September 14, 2025