Terms of Service

1. Service description

Wexler Gray provides an executive intelligence platform comprising four interconnected modules: Parallel (organizational assessment), Signal (continuous organizational telemetry), Beacon (escalation and pattern monitoring), and Bearing (strategic interpretation). The platform is made available to authorised clients under a written engagement arrangement between Wexler Gray and the client PE firm.

These Terms of Service (“Terms”) govern your access to and use of the Wexler Gray platform and associated services. By accessing the platform, you confirm that you have authority to enter into these Terms on behalf of yourself and your organization, and that you agree to be bound by them.

2. Authorised use

Access to the Wexler Gray platform is restricted to:

• PE firm operating teams engaged under a signed Wexler Gray client agreement
• Portfolio company leadership granted access by an instructing PE firm client
• Operator Consortium members who have completed the Wexler Gray screening and onboarding process

Unauthorised access, account sharing, or use of the platform outside the scope of an active engagement arrangement is prohibited. You may not access the platform for competitive intelligence, reverse engineering, or any purpose inconsistent with the engagement for which access was granted.

3. Confidentiality

All assessment data, escalation records, and interpretations generated through the Wexler Gray platform are strictly confidential. Users agree to:

• Maintain the confidentiality of all platform outputs and not disclose them to any party not authorised under the applicable client engagement
• Not reproduce, distribute, or publish platform outputs without Wexler Gray's prior written consent
• Notify Wexler Gray promptly upon becoming aware of any actual or suspected breach of confidentiality
• Apply at minimum the same standard of care to platform outputs as they would apply to their own confidential information, and in any case no less than reasonable care

Operator Consortium members specifically agree that individual scoring submissions are submitted in a blind capacity and that the integrity of the blind model is a fundamental term of their access. Operators may not share scoring submissions, discuss assessments with other operators assigned to the same engagement prior to synthesis, or disclose the identity of assessed companies to third parties.

4. Intellectual property

All platform software, methodologies, assessment frameworks, and Wexler Gray brand assets remain the exclusive intellectual property of Wexler Gray. Nothing in these Terms grants you any ownership interest in the platform or its underlying technology.

Assessment data submitted by users, including operator scoring submissions and client-provided organizational information, remains the property of the submitting party. By submitting data to the platform, you grant Wexler Gray a limited licence to process that data solely for the purpose of delivering the services described in the applicable client engagement.

Platform outputs — including synthesised assessments, escalation records, and Bearing interpretations — are produced under the applicable client engagement and delivered to the client. Wexler Gray retains no ownership over client-specific output content.

5. Data handling

Wexler Gray processes personal data in accordance with the Privacy Policy available at wexlergray.com/privacy, which is incorporated into these Terms by reference. By using the platform, you confirm that you have read and understood the Privacy Policy.

Where a PE firm client engages Wexler Gray in a capacity that involves processing personal data of portfolio company employees or other individuals, the PE firm acts as the data controller for such data. Wexler Gray processes such data as data processor under the instructions of the client and the terms of the applicable engagement agreement.

6. Platform availability

Wexler Gray uses reasonable endeavours to maintain platform availability during active engagement periods. We do not guarantee uninterrupted access and accept no liability for losses arising from scheduled or unscheduled downtime, provided we take reasonable steps to minimize disruption and notify users of planned maintenance in advance.

7. Limitation of liability

The Wexler Gray platform provides organizational intelligence to assist decision-making. Platform outputs represent analytical assessments and should not be construed as professional advice, including legal, financial, or regulatory advice. Clients remain solely responsible for decisions made on the basis of platform outputs.

To the fullest extent permitted by applicable law, Wexler Gray excludes liability for indirect, consequential, special, or punitive damages arising from use of the platform. Our total liability under or in connection with these Terms shall not exceed the fees paid by the relevant client in the 12 months preceding the claim.

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

8. Termination

Wexler Gray may suspend or terminate platform access immediately upon written notice where a user breaches any material term of these Terms, including confidentiality obligations or authorised use restrictions. Upon termination, all obligations relating to confidentiality, intellectual property, and data handling survive.

9. Governing law and jurisdiction

These Terms are governed by the laws of England and Wales. Any disputes arising from or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales, except where applicable law requires otherwise.

10. Contact

For legal enquiries, contact legal@wexlergray.com.